SHARE PURCHASE AGREEMENT

BETWEEN

PURCHASERS

AND

THE PERSONS SET OUT IN SCHEDULE 1

AND

MADHYA BHARAT PAPERS LIMITED

SHARE PURCHASE AGREEMENT [__] MONTH 2021

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION 3

2. SALE AND PURCHASE OF THE SALE SHARES 3
3. ACTIONS AT SIGNING EXECUTION DATE 3
4. CONDITIONS PRECEDENT 4
5. CONDUCT PRIOR TO COMPLETION 4
6. COMPLETION 5
7. POST COMPLETION 6
8. REPRESENTATION AND WARRANTIES 6
9. INDEMNITIES 7
10. CONFIDENTIALITY AND ANNOUNCEMENTS 7
11. TERMINATION 8
12. GOVERNING LAW AND ARBITRATION 8
13. MISCELLANEOUS 8
SCHEDULE I SELLERS 12
SCHEDULE II DEFINITIONS 14
SCHEDULE III INTERPRETATION 19
SCHEDULE IV CONDITIONS PRECEDENT 21
PART A SELLERS’ CONDITIONS PRECEDENTS...................................................................................21
PART B PURCHASER’S CONDITIONS PRECEDENT.............................................................................21
SCHEDULE V ACTIONS ON COMPLETION DATE 22
SCHEDULE VI SELLER WARRANTIES 23
PART A FUNDAMENTAL WARRANTIES.............................................................................................23
PART B BUSINESS WARRANTIES......................................................................................................24
SCHEDULE VII PURCHASER WARRANTIES 31
SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (together with all schedules attached hereto, hereinafter
referred to as “Agreement”) is made on this [] day of Month 2022 (“Execution Date”).

BY AND BETWEEN:

Mr. Manoj Kumar Singh, S/o Abhiram Singh, having PAN: BGTPS9624L, residing at 29E Block- 3, 4 th
Floor pocket 10 B, DDA LIF Flats Jasola, New Delhi, New Friends Colony, South Delhi, Delhi- 110025
(hereinafter referred to as “Purchaser 1”); Ms. Rufi Alam, D/o Mohammad Pappu Alam, having
PAN: BZZPA5792E, residing at 3/H/20, Sir Syed Ahmed Road, Entally, Kolkata, - 700014, West Bengal
(hereinafter referred to as “Purchaser 2”); Ms. Yasmin Begum, D/o of Nisar Ahamed, having PAN:
[], residing at 9/H/1, Sharif Lane Park Street- 700016, West Bengal (hereinafter referred to as
“Purchaser 3”); Ms. Jyoti Kanchan, D/o Kanchan Laxman Rao, having PAN: CLLPK9031R, residing at
4/2/H/6, Nawab Abdul Latif Street, Park Street- 700016 (hereinafter referred to as “Purchaser 4”)
and Mr. Nasir Hossain, S/o Late Abdul Kadir, having PAN: ACWPH1306A, residing at 35/H/3,
Mominpore Road, Khidderpore, Kolkata- 700023, West Bengal (hereinafter referred to as “Purchaser
5”) (hereinafter collectively referred to as the “Purchasers”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include its successors and permitted
assigns) of the FIRST PART;

AND

THE PERSONS LISTED IN SCHEDULE I (hereinafter collectively referred to as “Sellers”, which

expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and permitted assigns) of the SECOND PART;

AND

MADHYA BHARAT PAPERS LIMITED, a listed public limited company incorporated under the
Companies Act, 1956, having its Corporate Identification number: L21012CT1980PLC001682 and
having its registered office at Village Birgahni, P.O. Champa Dist. Janjgir -Champa, Chattisgarh 495
671 (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to include its successors and permitted assigns) of the
THIRD PART.

The Purchaser, the Sellers, and the Company are hereinafter, where the context so permits, referred
to individually as “Party” and collectively as “Parties”.

WHEREAS:

A. The Company is, inter alia, engaged in the business of manufacture of writing papers and
printing papers based on waste paper as its main raw material. However, the company has
since July 2019 stopped its production.

B. The Sellers are the promoters of the Company and legally and beneficially own Sale Shares
(as defined hereinafter).

C. The Sellers are desirous of selling the Sale Shares to the Purchaser as set out in Schedule I
and the Purchaser is desirous of purchasing the Sale Shares from the Sellers together with all
rights, title and interest therein, on the terms and conditions of this Agreement.

D. Under the Takeover Regulations (as defined hereinafter), the execution of this Agreement
will result in the Purchaser being required to make an Open Offer (as defined hereinafter),
which the Purchaser will make as per the provisions of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from

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SHARE PURCHASE AGREEMENT

time to time (hereinafter referred to as “Takeover Regulations”).

E. The Purchaser and the Sellers are entering into this Agreement to record the terms and
conditions agreed between them for the sale and purchase of the Sale Shares by the Sellers
to the Purchaser.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and

warranties set forth in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which is acknowledged by the Parties, intending to be legally bound, the Parties
hereby agree as follows:

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SHARE PURCHASE AGREEMENT

1. DEFINITIONS AND INTERPRETATION

Unless the contrary intention appears, and/or the context otherwise requires, in addition to the
terms defined elsewhere in this Agreement, the definitions listed in Schedule II (Definitions) shall
apply throughout this Agreement. The interpretation and/or construction of this Agreement shall be
in accordance with the rules of interpretation in Schedule III (Interpretation).

2. SALE AND PURCHASE OF THE SALE SHARES

Subject to the terms of this Agreement, including Clause 4 (Conditions Precedent), the
Sellers, hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase
from the Sellers on the Completion Date, the Sale Shares free and clear of any and all
Encumbrances and with all rights, title and interest in such Sale Shares, for the Purchase
Consideration. The Purchase Consideration shall be payable by the Purchaser to each of the
Sellers in the proportion as set out in Schedule I and in the manner set out in Schedule V.

The Sellers agree and acknowledge that the Purchase Consideration shall be the full and final
consideration payable by the Purchaser to the Sellers for the purchase of the Sale Shares
notwithstanding the Open Offer price payable by the Purchaser to the public shareholders of
the Company under the Takeover Regulations.

The Purchaser shall be obliged to perform this Agreement and acquire the Sale Shares
regardless of the quantum of shares tendered under Open Offer.

Transfer Restriction on the Sellers

Notwithstanding anything contained in this Agreement, the Sellers shall not directly
or indirectly sell or Encumber any of the Sale Shares. Any purported sale or attempt
to sell any Sale Shares or the creation of Encumbrance in violation of this Agreement
shall be null and void ab initio.

The Company shall not take on record any sale or transfer or Encumbrance of shares
by the Sellers which is in violation of this Clause .

3. ACTIONS AT SIGNING EXECUTION DATE

On the Execution Date:

the Company shall provide the Purchaser, a certified true copy of the resolutions of
the board of directors of the Company approving the execution, delivery and
performance by the Purchaser of this Agreement;

the Sellers shall deliver to the Purchaser, Sellers’ depository account statement
being the most recent statement prior to the Execution Date, as evidence that the
Sellers are the legal and beneficial owner of the Sale Shares;

the Purchaser shall make a public announcement of the Open Offer in accordance
with the Takeover Regulations.

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SHARE PURCHASE AGREEMENT

4. CONDITIONS PRECEDENT

The obligation of the Purchaser to proceed to Completion is in all respect conditional upon
the fulfilment of the Sellers Conditions Precedent set out in Part A of Schedule IV (Seller
Conditions Precedent) to the reasonable satisfaction of the Purchaser (or waived in writing
by the Purchaser, as the case maybe) in accordance with this Agreement.

The obligation of the Sellers to proceed to Completion is in all respect conditional upon the
fulfilment of the Purchaser Conditions Precedent set out in Part B of Schedule IV (Purchaser
Conditions Precedent) to the reasonable satisfaction of the Seller (or waived in writing by the
Sellers, as the case maybe) in accordance with this Agreement.

Pending Completion, the Parties shall co-operate with each other by providing, as promptly
as reasonably practicable, upon request and in good faith, any information and documents
necessary for the purpose of performing and fulfilling any of the Conditions Precedent
contemplated under this Agreement. Upon fulfilment of each of their respective Conditions
Precedent, or on any Condition Precedent becoming incapable of satisfaction, the Parties
shall each promptly notify the other Party in writing with documentary evidence of such
fulfilment or otherwise.

Open Offer

The Purchaser shall comply with its obligations under the Takeover Regulations in
relation to the Open Offer.

Notwithstanding anything contained in this Agreement, from the Execution Date,

the Company and the Sellers shall promptly provide to the Purchaser such
information and general assistance as is reasonably requested by the Purchaser in
connection with conducting the Open Offer, including:

providing necessary certificates and information relating to the Sellers as may be required in respect
of the Open Offer; and

providing the necessary information relating to the Company, where required by the Purchaser, in
the implementation of the Open Offer.

5. CONDUCT PRIOR TO COMPLETION

From the Execution Date until the Completion Date or termination of this Agreement,
whichever is earlier, the Sellers shall procure that the Company shall undertake the Business
as per its Ordinary Course of Business and in compliance with all legal requirements
(including Regulation 26 of the Takeover Regulations); and (ii) shall not take any of the
following actions, whether by way of a resolution passed by the Board, and/or the
shareholders of the Company, except, in each case, with the prior written instructions of the
Purchaser, which instruction shall not be unreasonably withheld or delayed:

(a) carry on its Business in, and only in, the usual and Ordinary Course of Business
consistent with past custom and practice to preserve intact its present business
organization, keep available the services of its Key Personnel, and preserve its
relationships with customers, suppliers, Governmental Authorities and others having
Business dealings with it, to the end that its goodwill and on-going business shall be

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SHARE PURCHASE AGREEMENT

in all material respects unimpaired following Completion and not commence any
new line of business that is not related to the Business;

(b) Acquiring, or disposing (whether by way of sale, lease, creating Encumbrance or

otherwise), other than in the Ordinary Course of Business, of any material asset or
material stock, in each case involving consideration, expenditure or liabilities in
excess of INR 5,00,000 (Indian Rupees FIVE Lakhs Only) except as approved by a
separate letter of no-objection obtained from the Purchaser. Further the intention
to alienate the material assets of the target Company should be declared
beforehand;

(c) change its capital structure including any new issuances of Securities, except as
allowed under regulation 26(2)(c ) of the Takeover Regulation as amended from
time to time;

(d) give any guarantees or indemnities to any Person (except any new guarantees to be
given in terms of the applicable Laws or modification in the terms of any guarantees
or indemnities given to any Person or renewal of any existing guarantee required for
the purpose of the for the Business, existing as on the Execution Date);

(e) settle or initiate any litigation / proceeding other than litigations against debtors of
the Company in the Ordinary Course of Business;

(f) save and except as provided in this Agreement, not make any change, including
Transfer, in the Sale Shares of the Company;

(g) promptly advise the Purchaser in writing of any event, occurrence, fact, condition,
change, development or effect that, individually or in the aggregate, could have or
result in a Material Adverse Effect or a breach of any of the provisions of this
Agreement by any party thereto; and

(h) take any action that would make any Sellers Warranty untrue, inaccurate or
misleading in any respect on or at any time prior to Completion.

(i) Any change in the scope of business, entry into any new business, suspension or
cessation of business or transfer of all or a material portion of business, in each case,
by the Company;

(j) amend the constitutional documents of the Company, except as may be required or
agreed by the Acquirers

(k) merge or consolidate with any corporation or other entity or liquidate or dissolve
the Target Company

(l) To the extent permissible under applicable Law, the Sellers shall, as soon as
reasonably practicable, notify the Purchaser in writing of any event, occurrence, fact, change
or development that it becomes aware of, that individually or in the aggregate may breach
any representations and warranties, conditions precedent, covenants and undertakings
under this Agreement.

6. COMPLETION

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SHARE PURCHASE AGREEMENT

Subject to the fulfilment of the relevant Conditions Precedent by each Party (or waiver of
such Conditions Precedent in writing by the other Party in its sole discretion), the
Completion shall take place on the Completion Date or as may be mutually agreed by the
Parties in writing.

On the Completion Date, the Parties shall do or cause to be done, each of the events set out
in Schedule V (Actions on Completion Date). The Completion shall not be deemed to have
been completed unless all of the applicable obligations set out in the relevant part of
Schedule V (Actions on Completion Date) are complied with, satisfied and/or are fully
effective. Further, all transactions contemplated by this Agreement to be consummated on
the Completion Date shall be deemed to occur simultaneously and no one transaction shall
be deemed to have been consummated unless all such transactions required to be
consummated on the Completion Date are consummated.

All payments required to be made under this Agreement shall be made in Indian rupees
(“INR”) in immediately available funds.

7. POST COMPLETION

Within 2 (two) Working Days from the Completion Date, the Parties shall disclose the change
in their shareholding in the Company to the Relevant Stock Exchanges, if such disclosure
requirement is applicable to any Party, in such forms as may be prescribed under the
Takeover Regulations.

8. REPRESENTATION AND WARRANTIES

Sellers’ Warranties

The Sellers hereby represent and warrant to the Purchaser, on the Execution Date and on
the Completion Date, each of the representations and warranties set out in Schedule VI
(Sellers Warranties) (“Sellers Warranties”). The Sellers, jointly and severally, represent and
warrant to the Purchaser, as at the Execution Date and on the Completion Date, that each of
the Seller Warranty is and will be true, accurate and complete in all respects and not
misleading in any respect, and acknowledge that the Purchaser has entered into this
Agreement solely in reliance upon the Seller Warranties being true, accurate and complete
in all respects and not misleading in any respect.

Purchaser Warranties

The Purchaser hereby represents and warrants to the Sellers, on the Execution Date and the
Completion Date, each of the representations and warranties set out in Schedule VII
(Purchaser Warranties) (“Purchaser Warranties”).

The Warranties shall not, in any manner, be limited by:

any information disclosed, made available to, or received by any Party or any
representative(s) of such Party.

by a defence that a Party knew or ought to have known or had constructive

knowledge of any such information.

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SHARE PURCHASE AGREEMENT

Each of the Warranties made on the Execution Date shall stand repeated on the Completion
Date as if they were made on such day.

Each of the Warranties is separate and independent and, except as expressly provided in this
Agreement, is not limited by reference to any other Warranty and by any other provision of
this Agreement.

All Warranties shall survive after Completion, subject to limitations as set out in Clause 9.2.

9. INDEMNITIES

Subject to the terms hereof, the Sellers (each an “Indemnifying Party”) shall jointly and
severally indemnify and hold harmless the Purchaser (the “Indemnified Party”), from and
against any and all Losses of the Indemnified Party, to the extent they are the result of (i)
any inaccuracy or breach of any representation or warranty or covenant of the Indemnifying
Party given under this Agreement; or / and (ii) Pre-Completion Liabilities (each an
“Indemnity Event”)

The Indemnifying Parties shall not have any liability for a breach of any Business Warranties
(as set out in Part B of Schedule VI) unless an indemnity claim is made on or before 5 years
from the Completion Date. There shall be no time limitations on an Indemnity Event arising
from the breach of a Fundamental Warranty (as set out in Part A of Schedule VI).

The Indemnifying Parties shall be liable to indemnify the Indemnified Party for a Loss only if
a notice in respect thereof has been given, prior to the expiry of the periods set out in above
Clause 9.2, in which case the rights of the Indemnified Parties with respect thereto shall
survive the periods mentioned above till the earlier of (i) the Indemnified Parties have been
fully indemnified through payment of the indemnity amount or (ii) matter attains finality.

This Clause shall survive termination of this Agreement.

10. CONFIDENTIALITY AND ANNOUNCEMENTS

Confidentiality

Each Party shall keep all information in relation to the transactions contemplated by, and
negotiation of, this Agreement (“Information”) confidential and shall not without the prior
written consent of the other Party, divulge the Information to any other Person or use the
Information other than in connection with or for carrying out the purposes of this
Agreement, except:

to the extent that such Information is in the public domain other than by breach by
the receiving Party or its representatives (determined as if such representatives are
subject to the terms hereof to the same extent as the receiving Party) of this
Agreement;

to the extent that such Information is requested or required to be disclosed

pursuant to any Law(s) or any applicable regulation or by any governmental or
regulatory body to whose jurisdiction the relevant Party is subject, provided the
other Party is consulted in advance to the extent practicable and permitted by Law;

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SHARE PURCHASE AGREEMENT

to the extent that any Information is acquired by a Party after the Execution Date
from a source who is not actually known by such Party to be obligated to any other
Party hereto, or its Affiliates, to keep such Information confidential; and

to the extent that any information, materially similar to the Information, shall have
been independently developed by a Party without reference to any Information
furnished by or on behalf of any other Party hereto.

Announcements

No announcements, statements, or other disclosure concerning the Transaction

contemplated by this Agreement, or any ancillary matter shall be made save in the form
agreed in writing between the Parties, provided however, a Party shall be entitled to make
such disclosures / filings in relation to any of the transactions contemplated herein if
required under applicable Law (including but not limited to SEBI (Prohibition of Insider
Trading) Regulations 2015 and/or the Takeover Regulations).

11. TERMINATION

This Agreement can be terminated by the Purchaser only if the Sellers are restricted from
selling the Sale Shares pursuant to directions of any Governmental Authority (SEBI), in which
case, this Agreement shall stand terminated without any further action or deed.

Clauses 8 (Representation and Warranties), 9 (Indemnities), 10 (Confidentiality and

Announcements), 12 (Governing Law), 13.1 (Notices), 13.4 (Further Assurances), 13.5
(Waivers, Rights and Remedies), 13.12 (Specific Performance), 13.13 (Severability) shall
survive the termination of this Agreement under this Clause 11.

12. GOVERNING LAW AND ARBITRATION

Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of India.
Subject to Clause 12.2, the courts in City, India shall have exclusive jurisdiction.

Dispute Resolution

If any dispute, controversy or claim between the Parties hereto arises out of or in
connection with this Agreement, including the breach, termination or invalidity
thereof (“Dispute”), the Parties hereto shall use all reasonable endeavours to
negotiate with a view to resolving the Dispute amicably. If a Party gives the other
Party notice that a Dispute has arisen (“Dispute Notice”) and the Parties hereto are
unable to resolve the Dispute amicably within 30 (thirty) days of service of the
Dispute Notice (or such longer period as the Parties may mutually agree), then the
Dispute shall be referred to arbitration in accordance with the terms of Clause 12.2.1
below.

Subject to clause 12.2.1 above, any Dispute shall be referred to and finally resolved
by arbitration, in accordance with the Arbitration and Conciliation Act, 2015
(“Arbitration Act”). The number of arbitrators shall be three, of whom the Sellers
shall jointly appoint one arbitrator and the Purchaser shall appoint one arbitrator
and the two arbitrators so appointed shall appoint the third arbitrator. Any arbitral

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SHARE PURCHASE AGREEMENT

award shall be final and binding on the Parties hereto. The seat or legal place and
venue of the arbitration shall be Kolkata, India. The language of the arbitration shall
be English.

13. MISCELLANEOUS

Notices

Any notice provided for in this Agreement shall be in writing and shall be: (a)
transmitted e-mail transmission; or (b) sent by postage, prepaid registered post or
by internationally recognised courier service:

To Purchaser:

1. Manoj Kumar Singh residing at 29E Block- 3, 4 th Floor pocket 10 B, DDA LIF Flats
Jasola, New Delhi
2. Rufi Alam residing at 3/H/20, Sir Syed Ahmed Road, Entally, Kolkata, - 700014
3. Yasmeen Begum residing at 9/H/1, Sharif Lane Park Street- 700016
4. Jyoti Kanchan residing at residing at 4/2/H/6, Nawab Abdul Latif Street, Park Street-
700016
5. Nasir Hossain residing at 35/H/3, Mominpore Road, Khidderpore, Kolkata- 700023

To Sellers:

1. Sudeep Chitlangia
2. Jaydeep Chitlangia
3. Sheela Chitlangia
4. Archana Chitlangia
5. Nikhilesh Chitlangia
6. Shreya Kanoria
7. Abhishek Chitlangia
8. Akhilesh Chitlangia
9. Sunita Chitlangia
10. Chitlangia Medical Society

To Company:

MADHYA BHARAT PAPERS LTD.

Registered Office: Village Birgahni, P.O.Champa

Dist. Janjgir-Champa
Chattisgarh 495 671

All notices shall be deemed to have been validly given on: (a) the Business Day
immediately after the date of successful transmission, if transmitted by facsimile; or
(b) the Business Day of transmission recorded on the sender’s computer in case of

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SHARE PURCHASE AGREEMENT

email transmission; or (c) in case (a) and (b) do not apply, the expiry of 7 (seven)
Business Days after posting, if sent by post.

Either Party may, from time to time, change its address or representative for receipt
of notices provided for in this Agreement by giving to the other Party not less than
10 (ten) Business Days’ prior written notice.

Entire Agreement

This Agreement, constitutes the entire agreement of the Parties relating to the subject
matter hereof and supersedes any and all prior agreements, including letters of intent and
term sheets, either oral or in writing, between the Parties hereto with respect to the subject
matter herein.

Binding Nature

Subject to the terms and conditions provided herein, this Agreement shall be binding upon
and inure to the benefit of the Parties, their respective successors and permitted assigns.

Further Assurances

The Sellers shall furnish and cause the Company to upon request by the Purchaser all such
information as may be reasonably requested by the Purchaser and to do such other acts and
things, as the Purchaser may reasonably request (whether prior or post the Completion
Date) for the purpose of carrying out the intent of the Agreement.

Waivers, Rights and Remedies

The Party that is entitled to the benefit thereof may, subject to Applicable Law, waive any
term or condition of this Agreement at any time. Such waiver must be in writing and must be
executed by an authorized officer of such Party. A waiver on one occasion will not be
deemed to be a waiver of the same or any other breach or non-fulfilment on a future
occasion. All remedies, either under this Agreement, or by Applicable Law or otherwise
afforded, will be cumulative and not alternative.

Costs and Expenses

Each of the Parties hereto shall pay its own costs and expenses relating to the negotiation,
preparation and execution of this Agreement and all other documents related to the
Agreement. The stamp duty, if payable, on this Agreement shall be solely borne by the
Purchaser.

Amendments

This Agreement may not be amended, modified or supplemented except by a written

instrument executed by both the Parties.

Assignment

This Agreement, or any right or interest herein, shall not be assignable or transferable by any
Party except with the prior written consent of the other Party. Notwithstanding anything
contained in this Agreement, the Purchaser may assign all or any of its rights hereunder to

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SHARE PURCHASE AGREEMENT

any Affiliate or third party to whom the Purchaser has transferred all or part of the Sale
Shares, but shall continue to be liable for its obligations under this Agreement.

Independent Rights

Unless otherwise agreed in this Agreement, each of the rights of the Parties hereto under
this Agreement are independent, cumulative and without prejudice to all other rights
available to them under this Agreement, and the exercise or non-exercise of any such rights
shall not prejudice or constitute a waiver of any other right of the Party, whether under this
Agreement or otherwise. Provided that where different rights are created as a result of or on
account of a single cause of action, where a Party has achieved a remedy by pursuing one
course of action, such Party shall not be entitled to pursue other courses of action to seek
further remedies for the same cause of action.

Invalidity

Each of the provisions of this Agreement is severable. If any such provision is held to be or
becomes invalid or unenforceable in any respect under the law of any jurisdiction, the
remainder of this Agreement and the application of such provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby, and each provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by Applicable Law. The invalid provision shall have no effect in that
respect and the Parties shall use all reasonable efforts to replace it in that respect with a
valid and enforceable substitute provision the effect of which shall be as close to its
intended effect as possible.

Counterparts

This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute a duplicate original, but all the counterparts shall
together constitute one agreement. Transmission of an executed counterpart of this
Agreement (but for the avoidance of doubt not just a signature page) or the executed
signature page of a counterpart of this Agreement by email (in “portable document format”,
“joint photographic experts group” or other agreed format) shall be effective delivery of an
executed counterpart of this Agreement.

Specific Performance

This Agreement shall be specifically enforceable at the instance of any Party . The Parties
agree that each Party shall be entitled to seek equitable relief, including in the form of
injunctions and orders for specific performance, in addition to all other legal or equitable
remedies available to such Parties at Law or equity.

Severability

If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or

in part, under Law or government policy, such term or provision or part thereof shall to that
extent be deemed not to form part of this Agreement, but the enforceability of the
remainder of this Agreement shall not be affected.

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SHARE PURCHASE AGREEMENT

[Following this page is the execution page]

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SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date
first above written.

Signed and delivered for an on behalf of the Purchasers:

________________ ____________ __________________ _____________ ______________

Manoj Kumar Singh Rufi Alam Yasmeen Begum Jyoti Kanchan Nasir Hossain

Signed and delivered for an on behalf of the Sellers:

Sudeep Jaydeep Sheela Chitlangia Archana Nikhilesh

Chitlangia Chitlangia Chitlangia Chitlangia

Shreya Kanoria Akhilesh Abhishek Sunita Chitlangia Insert Name

Chitlangia Chitlangia
For and on behalf
of Chitlangia
Medical Society

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 SHARE PURCHASE AGREEMENT

SCHEDULE I - Sellers

# Name of Address of No. of Shareholding No of Sale Sale Shares as Purchase

Promoter Promoters shares as a % of Shares to be a % of total Consideration
held total number transferred to number of to be paid by
of shares Purchaser shares Purchaser to
Seller (in INR)

1. Sudeep 4,90,000 14.37 4,90,000 14.37 2,45,000

Chitlangia

2. Jaydeep 4,30,000 12.61 4,30,000 12.61 2,15,000

Chitlangia

3. Sheela 2,74,737 8.06 2,74,737 8.06 137369

Chitlangia

4. Archana 2,50,000 7.33 2,50,000 7.33 1,25,000

Chitlangia

5. Nikhilesh 1,90,000 5.57 1,90,000 5.57 95,000

Chitlangia

6. Shreya Kanoria 85,000 2.49 85,000 2.49 42,500

7. Abhishek 67,064 1.97 67,064 1.97 33,532

Chitlangia

8. Akhilesh 67,064 1.97 67,064 1.97 33,532

Chitlangia

9. Sunita 49,128 1.44 49,128 1.44 24,564

Chitlangia

10. Chitlangia 45,400 1.33 45,400 1.33 22,700

Medical
Society

PART B - SHARE CAPITAL OF THE COMPANY

Name Authorised Share Capital Paid Up Share Capital Number of Sale

Shares
(INR) (INR)

MADHYA BHARAT
30,00,00,000 3,41,00,000 19,48,393
PAPERS LIMITED

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SHARE PURCHASE AGREEMENT

SCHEDULE II- DEFINITIONS

Definitions

In this Agreement: (a) capitalised terms defined by inclusion in quotations and/or parenthesis have
the meanings so ascribed; and (b) the following terms shall have the meanings assigned to them
herein below:

“Act” means the Companies Act, 2013 as amended from time to time and shall include any
statutory replacement or re-enactment thereof, any rules, notifications and circulars issued
thereunder as well as the (Indian) Companies Act 1956 only to the extent not replaced or
modified by the Companies Act 2013;

“Affiliate” means any Person that directly or indirectly through one or more Persons,
Controls, is Controlled by, or is under common Control with, the Person specified;

“Approval” means all consents, licences, permits, permissions, authorisations, rights,

clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions,
registrations or filings from any Governmental Authority;

“Articles of Association” means on the Execution Date, the articles of association of the
Company, as available on the website of the ‘Ministry of Corporate Affairs;

“Assets” means all properties and assets belonging to the Company (movable, immovable,
tangible or intangible) used or held for use in connection with, necessary for the conduct of,
or otherwise material to, their businesses;

“Business” means business operations undertaken by the Company i.e., the Company is
engaged in the business of manufacture of writing papers and printing papers based on
waste paper as its main raw material. However, the company has since July 2019 stopped its
production;

“Board” means the board of directors of the Company, as constituted from time to time;

“Business Day” means a day on which the principal commercial banks located at Kolkata are
open for business during normal banking hours, but excluding a Saturday, Sunday or any
public holiday in such jurisdictions;

“Charter Documents” in respect of a Person that is a body corporate, means, collectively,

the Memorandum of Association and Articles of Association of such Person, as amended
from time to time;

“Company Bank Accounts” means following bank accounts of the Company:

 ____________; and
 ____________;

“Completion” means transfer of all the Sale Shares by the Sellers to the Purchaser and
completion of each of the actions set out in Schedule V (Actions on Completion Date);

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“Completion Date” means the Business Day occurring immediately after the date on which
the Merchant Banker submits its report under Regulation 27(7) of Takeover Regulations.

“Conditions Precedent” means: (a) Sellers Conditions Precedent; and/or (b) Purchaser
Conditions Precedent, as the case may be;

“Contracts” means all contracts, agreements, licenses, letters of engagement, leases,

financial instruments, purchase orders, commitments and other contractual arrangements
and other contractual agreements entered into by the Company which have been reduced in
writing;

“Control” (including the terms “Controlled by” and “under common Control with”) shall
have the definition as ascribed to it in the Takeover Regulations;

“Demat Accounts” means following demat accounts of the Company:

 ___________; and
 ___________;

“Depository Participant” means any depository participant within the meaning of the
Depositories Act 1996/2018 who has an agreement with a depository under Section 4 of the
Depositories Act 1996/2018;

“Distribution” means any dividend or other distribution in respect of all Sale Shares, as may
be declared by the Company on or after the Execution Date;

“DP Instructions” means the irrevocable and unconditional written instructions to the
relevant depository through the Depository Participant;

“Execution Date” shall have the meaning ascribed to such term in the Preamble;

“Encumbrance” means (i) any charge, lien (statutory or other), or mortgage, any easement,
encroachment, right of way, right of first refusal or other encumbrance or security interest
securing any obligation of any person; (ii) pre-emption right, option, right to acquire, right to
set off or other third party right or claim of any kind, including any restriction on use, voting,
Transfer, receipt of income or exercise; or (iii) any hypothecation, title retention, restriction,
power of sale or other type of preferential arrangements; or (iv) any agreement to create
any of the above; the term “Encumber” shall be construed accordingly;

“Equity Shares” means, the Company’s equity capital, membership interests, registered
capital, other ownership interests or any securities linked to the value of any such equity
securities, or any options, warrants, convertible preference shares, loans or other securities
that are directly or indirectly convertible into, or exercisable or exchangeable for, such
equity capital, membership interests, registered capital, derivative securities, or other
ownership interests (whether or not such derivative securities are issued by such Person and
whether or not then currently convertible, exercisable or exchangeable);

“Fully Diluted Basis” means the total of all classes and series of Equity Shares outstanding of
the Company on a particular date, after accounting for conversion of all the outstanding
convertibles and exercise of all employee stock options granted by the Company;

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“Governmental Authority” means, for each Party, any government authority, statutory
authority, government department, agency, commission, board, tribunal or court or other
law, rule or regulation making entity having or purporting to have jurisdiction over such
Party;

“INR” means the lawful currency of the Republic of India;

“IPR” means the intellectual property rights which are owned by the Company or licensed to
the Company.

“Key Personnel” means Mr.Jaydeep Chitlangia, Managing Director; and Mr. Anant Patwari,
Company Secretary;

“Law(s)” means and includes all statutes, enactments, acts of legislature or parliament, laws
(including common law), ordinances, rules, bye-laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any government body (or any agency thereof),
statutory or regulatory authority, tribunal, board, court or recognised stock exchange and, if
applicable, international treaties and regulations;

“Loss/es” means any and all losses, liabilities, costs, expenses and/or damages actually
incurred or suffered by the relevant Party;

“Material Adverse Effect” means (a) any event, change, circumstance, effect or other matter
that has a material adverse effect on the business, assets, liabilities, properties, condition
(financial or otherwise), operating results or operations or prospects of the Company on
account of negligence, fraud or wilful misconduct or any act attributable to the Sellers; and
(b) mis‐management or misfeasance of funds or assets of the Company;

“Memorandum of Association” means on the Execution Date, the memorandum of

association of the Company, as available on the website of the ‘Ministry of Corporate
Affairs’;

“Merchant Banker” means Sumedha Fiscal Services Limited having its registered office at 8B
Middleton Street, 6A Geetanjali, Kolkata- 700071 and being an authorised Category I
Merchant Banker registered with SEBI;

“Open Offer” means the mandatory open offer requirement to be made by the Purchaser in
terms of Regulation 3 (1) and 4 of the Takeover Regulations, for purchase of 8,86,600 (Eight
Lakhs Eighty Six Thousand and Six Hundred only) fully paid-up Equity Shares representing
26% (twenty six percent) of the Equity Shares of the Company in accordance with the
Takeover Regulations;

“Ordinary Course of Business” means the ordinary course of business of the Company
consistent with their past custom and practice, but only to the extent consistent with
applicable Law;

“Parties” shall have the meaning ascribed to such term in the Preamble;

“Person” means any individual, sole proprietorship, unincorporated association,

unincorporated organisation, body corporate, corporation, company, partnership (general or
limited), limited liability company, joint venture, trust, society or government authority or
any other entity or organisation;

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“Persons Acting in Concert” means persons acting in concert as defined and interpreted
under the Takeover Regulations;

“Pre-Completion Liabilities” shall mean any and all liabilities of the Company arising prior to
the Completion or arising after the Completion, for actions undertaken prior to the
Completion;

“Purchase Consideration” means an aggregate amount of INR 9,74,197 (Nine Lakhs Seventy
Four Thousand One Hundred and Ninety Seven only), at per Equity Share price of INR 0.50,
to be paid by the Purchaser to the Sellers as consideration for transfer of the Sale Shares in
accordance with the terms of this Agreement, as arrived at pursuant to the independent
valuation of the Company carried out by [●], Chartered Accountants;

“Purchaser” shall have the meaning ascribed to such term in the Preamble;

“Purchaser’s Depository Account” means the account of the Purchaser specified by the
Purchaser with a Depository Participant;

“Relevant Stock Exchanges” means the Calcutta Stock Exchange Limited, where the equity
shares of the Company are presently listed;

“SEBI” means the Securities and Exchange Board of India;

“Securities” means Equity Shares, preference shares, any options, warrants, convertible
preference shares, convertible debentures, convertible bonds, share / stock options, loans
and / or other securities that are directly or indirectly convertible into, or exercisable or
exchangeable for, shares, membership interests, or other ownership interests in the
Company (whether or not then currently convertible, exercisable or exchangeable);

“Sale Shares” means 19,48,393 (Nineteen Lakhs Forty Eight Thousand Three Hundred and
ninety Three) Equity Shares of the Company, representing approximately 57.14% (Fifty
Seven point Fourteen Percent) of the Share Capital on a Fully Diluted Basis, to be transferred
by the Sellers to the Purchaser in the proportion set out in Schedule I;

“Sellers” shall have the meaning ascribed to such term in the Preamble;

“Seller’s Bank Account” means the bank account of the relevant Seller;

“Sellers Fundamental Warranties” means the Sellers Warranties set out in Part A of
Schedule VI (Seller Warranties);

“Share Capital” means the issued and paid-up equity voting share capital of the Company;

“Tax” means all forms of applicable taxes, whether direct or indirect, duties, imposts, levies,
withholdings, minimum alternate tax or other like assessment and all charges, costs,
interest, penalties, surcharges, cesses, fines incidental or relating thereto imposed by any
Governmental Authority;

“Takeover Regulations” means the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations 2011 (as amended from time to time);

“Transaction Documents” means this Agreement and any other document executed in
relation to the transactions contemplated in this Agreement;

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“Transfer” means to transfer, sell, convey, assign, pledge, hypothecate, create a security
interest in or encumbrance on, place in trust (voting or otherwise), transfer by operation of
law or in any other way subject to any encumbrance or dispose of, whether or not
voluntarily, shall be a “Transfer”; and “Transferring” and “Transferred” have corresponding
meanings. and

“Working Day” means a working day of the SEBI.

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SCHEDULE III- INTERPRETATION

In this Agreement, unless the context otherwise requires:

the terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the
context or meaning thereof, bear the meanings ascribed to them under the relevant statute or
legislation;

the schedules and annexures form part of this Agreement and shall have the same force and effect
as if expressly set out in the body of this Agreement, and any reference to this Agreement shall
include any schedules and annexures to it. Any references to clauses and schedules and annexures
are to clauses and schedules and annexures to this Agreement;

references to a person include any individual, firm, body corporate (wherever incorporated),
government, state or agency of a state or any joint venture, association, partnership, works council
or employee representative body (whether or not having separate legal personality);

headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information
only and shall not form part of the operative provisions of this Agreement or the schedules hereto
and shall be ignored in construing the same;

reference to statutory provisions shall be construed as meaning and including references also to any
amendment or re-enactment (whether before or after the Execution Date) for the time being in
force and to all statutory instruments or orders made pursuant to such statutory provisions;

the singular shall include the plural and vice versa; and references to one gender include all genders;

references to days, months and years are to calendar days, calendar months and calendar years,
respectively;

any phrase introduced by the terms including, include, in particular or any similar expression shall be
construed as illustrative and shall not limit the sense of the words preceding those terms;

unless otherwise specified, time periods within or following which any payment is to be made or act
is to be done shall be calculated by excluding the day on which the period commences and including
the day on which the period ends and by extending the period to the next Business Day if the last
day of such period is not a Business Day; and whenever any payment is to be made or action to be
taken under this Agreement is required to be made or taken on a day other than a Business Day,
such payment shall be made or action taken on the next Business Day;

time is of the essence in the performance of the Parties’ respective obligations. If any time period
specified herein is extended in writing by the Parties, such extended time shall also be of the
essence;

words “directly or indirectly” mean directly or indirectly through one or more intermediary persons
or through contractual or other legal arrangements, and “direct or indirectly” have correlative
meanings;

whenever the context may require, any pronoun and variations of any such pronoun shall include
the corresponding singular, plural, masculine, feminine, and neuter forms;

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SHARE PURCHASE AGREEMENT

any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in
electronic form (including e-mail) and other means of reproducing words in visible form;

the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to this
Agreement as a whole;

the use of the term “or” is not intended to be exclusive;

if, in calculating a price or an amount, the relevant variables for such calculation are expressed in
different currencies then all such variables for the purposes of such calculation shall be in Rupees;

no provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which
such Party or its counsel participated in the drafting hereof or by reason of the extent to which any
such provision is inconsistent with any prior draft hereof; and

where there is any inconsistency between the definitions set out in this schedule and the definitions
set out in any clause or any other schedule, then, for the purposes of construing such clause or
schedule, the definitions set out in such clause or schedule shall prevail. If there is any conflict or
inconsistency between a term in the body of this Agreement or any other document referred to or
otherwise incorporated in this Agreement, the term in the body of this Agreement shall take
precedence.

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SCHEDULE IV- CONDITIONS PRECEDENT

SELLERS’ CONDITIONS PRECEDENTS

The Sellers shall cause the Company to obtain necessary approvals from such Governmental
Authorities, as may be applicable, in respect of the transactions contemplated in this Agreement.

The Sellers Warranties being true, accurate and not misleading, in all respects as on the Completion
Date.

The Sellers shall ensure that the Sellers and the Company shall have obtained requisite consents,
approvals or waivers from their respective lenders under the relevant facility/ loan agreements (as
applicable) in relation to the consummation of the transactions contemplated in this Agreement.

The Sellers not being in material breach of the agreements, covenants, obligations, representations
and warranties required by the Transaction Documents to be so performed or complied with by the
Sellers, as applicable at or before Completion Date.

PURCHASER’S CONDITIONS PRECEDENT

Completion of Purchaser’s obligations under the Takeover Regulations in relation to the Open Offer.

The Purchaser Warranties being true, accurate and not misleading, in all respects as on the
Completion Date.

The Purchaser not being in material breach of the agreements, covenants, obligations,
representations and warranties required by the Transaction Documents to be so performed or
complied with by the Purchaser, as applicable at or before Completion Date.

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SCHEDULE V- ACTIONS ON COMPLETION DATE

On the Completion Date, each of the following shall occur simultaneously:

The Sellers shall: (a) provide to their Depository Participant, duly executed DP Instructions in the
prescribed form for the transfer of the Sale Shares to the Purchaser’s Depository Participant
Account; and (b) provide a copy of the acknowledgment provided by the Seller’s Depository
Participant acknowledging receipt of DP Instructions to the Purchaser.

Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have
the right to require the Sellers to sell the Sale Shares at any time prior to completion of the
Open Offer but after the expiry of twenty-one Working Days from the date of detailed public
statement in accordance with the applicable provisions of the Takeover Regulations in which
case the Sellers shall be under an obligation to sell the Sale Shares to the Purchaser in
accordance with the process set out under item 1 and 2 above at the time of such sale and
purchase of Sale Shares.

Upon receipt of a copy of the acknowledgment provided by the Seller’s Depository Participant
acknowledging receipt of DP Instructions, the Purchaser shall remit the Purchase Consideration to
each of the Seller’s Bank Account and provide a copy of the irrevocable remittance instructions given
by the Purchaser to the Sellers.

The Sellers shall cause the Company to convene meeting of the Board of the Company to pass
following resolutions:

to appoint the Acquirers as additional Directors on the Board of the Company, as the
Purchaser may determine;

to take on record resignations of the directors and Key personnel appointed by the
Sellers from the Board of the Company;

The reorganization of the various committees as may be statutorily required

pursuant to the change of the Directors or otherwise

Transfer of Control and Management of the Target Company in favour of the

Acquirers l;

The reorganization of the Purchaser and their nominees, if any, as official Promoters
of the Company and removal of the names of the present Promoters from the
category of Promoter Group in accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015

to change authorised signatories of the Company Bank Accounts and Demat

Accounts.

Other allied matters as may be applicable

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SCHEDULE VI- SELLER WARRANTIES

PART A
FUNDAMENTAL WARRANTIES

INCORPORATION AND EXISTENCE

The Company is duly incorporated and validly existing under the laws of India.

The share capital of the Company and shareholding of the Sellers is as stated in Schedule I.

AUTHORISATIONS; ENFORCEABILITY; CONSENTS; NO CONFLICTS

Each of the Sellers have the power to execute either self/or on behalf of, deliver and perform its
obligations under the Transaction Documents and all necessary corporate, shareholder and other
actions have been taken to authorise such execution, delivery and performance

The execution, delivery and performance by the Sellers of their obligations under the Transaction
Documents do not and will not (whether done or with the passage of time):

contravene any Law, regulation or order of any Governmental Authority or other official body or
agency or any judgment or decree of any court having jurisdiction over it or result in a violation,
contravention or breach of any of the terms, conditions or provisions of the memorandum and
articles of association or other charter or bye-laws of the Sellers; and

conflict with or result in any breach or default under any agreement, instrument, regulation, license
or authorisation binding upon it or any of its assets (including the Sale Shares).

The Sellers have good, valid and clear title to the Sale Shares. There is no Encumbrance on the Sale
Shares, and the Sale Shares presently are fully paid-up and legally and beneficially owned by the
Sellers;

The Sellers also agree that, if any, liability/penalty is levied upon Company under applicable
statutory laws for any period prior to the date of closure of the Offer and not disclosed in the said
balance sheet or otherwise by the Sellers to the purchaser, the Sellers shall indemnify and/or
otherwise reimburse to the Purchaser, wherever applicable. However, the Sellers shall not be liable
to indemnify for any liability/ penalty which may be levied due to the actions of the Purchaser or
resulting from actions in accordance with the directions of the Purchaser;

The Sellers have duly executed and delivered the Transaction Documents, and upon execution by
the Sellers, the Transaction Documents constitutes the valid and legally binding obligation of the
Sellers enforceable in accordance with its terms against the Sellers, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganisation, moratorium or similar laws from time to time in effect affecting generally the
enforcement of creditors’ rights and remedies and general principles of equity;

Other than the Approvals and consents specifically contemplated under this Agreement and the
Transaction Documents, no Approvals are required to be obtained by the Sellers for consummating
the transactions contemplated in this Agreement.

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INSOLVENCY

The Sellers, the Company are not a party to any insolvency or bankruptcy proceedings other than
certain cases under IBC wherein Operational Creditor has filed as hereunder;

SKS Enterprises – an “Operational Creditor” has filed an application under Rule 11 of the
National Company Law Tribunal Rules, 2016 before the Hon’ble National Company Law
Tribunal, Cuttack Bench against M/s. Madhya Bharat Papers Limited- “Corporate Debtor” for
an amount of Rs. 5,00,83,267.55 (Rupees Five crores Eighty Three Thousand Two Hundred
and Sixty Seven and Fifty Five paise only) together with an interest amount of Rs.
2,20,50,453 (Rupees Two Crores Twenty Lakhs Fifty Thousand Four Hundred and Fifty Three
only) for the value of the goods that were supplied to the Corporate Debtor. The Target
Company has denied the claims of the Operational Creditor and the matter is presently
pending with the Hon’ble Tribunal, Cuttack Bench.

M/s. Grasim Industries Limited- Operational Creditors has also filed application before the
Hon’ble National Company Law Tribunal, Cuttack Bench against M/s. Madhya Bharat Papers
Limited- Corporate Debtor”. Presently the application is pending with Hon’ble Tribunal
Cuttack Bench.

INFORMATION AND DISCLOSURE

The Company is not a party to (either as plaintiff or defendant or other party) any litigation, action,
suit, proceeding, claim or arbitration pending before or initiated by any court, tribunal or
Governmental Authority.

BUSINESS WARRANTIES

OWNERSHIP AND CONDITIONS OF ASSETS

The Company has the corporate power and authority to own, hold, use and operate their Assets and
to carry on their respective businesses as currently conducted.

The Company owns, holds and possesses all permits and Approvals that are necessary under
applicable Law to conduct the Business.

Assets has been properly maintained and is in normal operating condition consistent with industry
standards and is suitable for the purposes for which it is presently used by the Company, as the case
may be.

The Company has not entered into any contract with any Person which conflicts with or restricts the
transfer of Sale Shares to the Purchaser.

COMPLIANCE WITH LAW

The Company is in compliance with applicable Law in connection with the business operations in all
material respects and has not received any written notice from any Person alleging that it has not
complied with any applicable Law in any respect.

The securities provided under the facility/loan agreements/security agreements have been provided
in compliance with the provisions of the Act and other applicable Laws and there has been no failure

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by the Company in the repayment of loan facilities as and when the same have fallen due for
repayment.

There is no investigation, proceeding, notice or enquiry by or order, decree, decision or judgment of

any Governmental Authority or any proceeding outstanding against Company except as already
stated above or to the knowledge of the sellers which may impact the transactions contemplated in
this Agreement.

The Business has been conducted by Company materially in accordance with and in compliance with
all applicable Laws and guidelines, which are binding in nature, issued to it by a regulatory, executive
and industry bodies and other Governmental Authority.

LITIGATION

There are no proceedings pending or, to the knowledge of Sellers, threatened against the Company
or their Assets, whether in India or in any other jurisdiction which may affect the transactions
contemplated under this Agreement other than as highlighted in Clause 7.

There are no outstanding settlements, judgments, decrees, awards, orders or other decisions of any
Governmental Authority to which the Company is a party that may (whether directly or indirectly)
restrict the Parties from selling the Sale Shares as contemplated in this Agreement in the manner
agreed under the Transaction Documents.

CURRENT ASSETS, RECEIVABLES AND SUBSIDIES

All current Assets as well as all trade receivables, fiscal incentives and subsidies as stated in the
books of accounts of the Company as on Execution Date are realisable, at the book value and all
known liabilities, current or capital, have been provided in the books of accounts of the Company, as
the case may be.

FINANCIALS AND ACCOUNTING MATTERS

The financial statements of the Company prepared as of 30 TH September, 2022 and books of
accounts of the Company as on Execution Date do not omit to reflect any material liabilities and
provide a true and fair view of the state of affairs (including contingent liabilities) of the Company
and there are no facts, conditions, situations or set of circumstances which would make any part of
the accounts and/ or the financial statements incorrect or misleading or omit to state any
information that would make such accounts incorrect or misleading.

The financial statements of the Company have not been materially affected by changes or
inconsistencies in accounting treatment, by any non-recurring items of income or expenditure, by
transactions of an abnormal or unusual nature or entered into otherwise than on normal
commercial terms. There are no material misstatements of financial information, undisclosed
liabilities or potential write-offs

The financial statements of the Company have been prepared and adopted in accordance with
applicable Laws, and applicable accounting principles and standards had been followed for preparing
the audited / limited review financial statements in that particular Financial Year.

All debts in the balance sheet of the Company as on 30 th September,2022 are fully recoverable and
adequate provisions have been made where the recovery is doubtful.

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BANK ACCOUNTS, DEMAT ACCOUNTS AND NO UNDISCLOSED LIABILITIES

Except as set forth in the financial statements of the Company as on 30 th September,2022 and
liabilities in the Ordinary Course of Business which have arisen after 30 th September,2022, there are
no liabilities as would be required to be reflected in a balance sheet of the Company.

Other than the Company Bank Accounts and Demat Accounts, the Company does not have any other
bank accounts or demat accounts in India and / or abroad.

ABSENCE OF CERTAIN CHANGES

The Business has always been carried on by the Company in the Ordinary Course of Business or
otherwise as permitted or contemplated under this Agreement;

The Company has not acquired, assigned, leased, licensed, transferred, disposed of or Encumbered
or agreed to do any of the foregoing with respect to any Asset, except in the Ordinary Course of
Business or as required under this Agreement;

There has not been any damage, destruction or loss (whether or not covered by insurance)
materially affecting any Assets;

No unusual trade discounts or other special terms have been incorporated into any contracts and no
unusual payment has been made or discount granted to any customer, supplier or vendor of the
Company, other than in the Ordinary Course of Business;

There has not been any change in the remuneration payable to or the terms of service of any
employees of the Company except in the Ordinary Course of Business;

There has not been any increase or decrease in the level of debtors or creditors or in the average
collection or unusual payment periods for the debtors and creditors, which deviates from Company’s
past practice;

There has not been any change in the accounting principles, policies methods or practices or
accounting principles, policies methods or practices of the Company, except as required under
applicable Law;

There has not been any material amendment of, failure to perform obligations, default waiver of any
right or termination under (other than on the stated expiration date) any Contracts of the Company;
and

The Company has not entered into any Contracts, whether oral or written, to do any of the
foregoing.

Tax Matters

All tax returns required to be filed by or on behalf of the Company have been duly filed (subject to
permitted extensions applicable to such filing) in accordance with applicable Law and all such tax
returns: (i) were prepared in compliance with all applicable Law; and (ii) are true, complete and
accurate in all respects.

All taxes due or owing by the Company have been paid within the prescribed period or any extension
thereof other than taxes that are being contested in good faith.

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All records in respect of the Company which would be needed to substantiate any claim made or
position taken in relation to the taxes payable by the Company has been duly maintained and are in
the possession of the Company.

The Company is not involved in any dispute with or investigation except the normal tax assessment
by the relevant authorities and appeal, if any, filed against the said assessment order or has in the
last 3 (three) years been the subject of any material dispute with or investigation by any tax related
Governmental Authority.

No claims have been made by and no notices have been received from any concerned authority in a
jurisdiction where the Company does not file any tax returns.

the Company has provided for all such taxes in its books and records and in accordance with IND AS
and applicable Law;

the Company, with respect to any period for which tax returns have not yet been filed, or for which
taxes are not yet due or owing, have made due and sufficient accruals for such taxes in its books of
accounts; and

no audit, investigation, examination, enquiries, demands, assessments, claims, actions, proceedings,

suits or any other proceeding by any Governmental Authority is pending or being conducted and to
the best of knowledge (after due inquiry) threatened with respect to any taxes due from or with
respect to the Company under applicable Law.

There are no Encumbrances with respect to the Company that have arisen in connection with any
failure or alleged failure to pay any tax, which is presently due or has been in due in the past.

The Company does not have, and nor shall it have additional liability for taxes with respect to any tax
return which was required by applicable Laws to be filed on or before the Execution Date.

The Company has not been engaged in, or been a party to, any transactions or series of transactions
or scheme or arrangement of which the main purpose, or one of the main purposes, was the evasion
of taxes.

The Company has duly obtained all tax registrations required under applicable Law. All notices,
computations and returns which ought to have been given or made, have been properly and duly
submitted by the Company to the tax related Governmental Authority and all information, notices,
computations and returns submitted to such authorities are true, accurate and complete. All records
which the Company is required to keep for tax purposes have been duly maintained.

CONTRACTS

The Contracts are in full force and effect and constitutes a valid and binding agreement of Company,
as the case may be and is enforceable, in accordance with its terms.

the Company has not entered into this Agreement in breach of the terms of any Contract.

The Company and its respective promoters are in compliance with all the terms and conditions of
the facility/loan agreements/security agreements and ancillary documents in relation to the credit
facilities availed by the Company.

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No circumstance exists, or event has occurred that (whether with or without notice or lapse of time
or both):

would constitute a default or breach by the Company under any Contracts, in each case, except for
defaults that would not reasonably be expected to be material; or

would or is likely to cause, permit or allow (whether with notice, lapse of time or otherwise) (a)
termination, rescission, modification, invalidation or acceleration, of or under any Contracts or (b)
imposition of any liability on the Company (whether by way of penalty, liquidated damages or
otherwise) or (c) terminate, extinguish, cancel or render incapable the exercise of any entitlement or
other right of the Company under any Contracts.

Company has not received any written notice of termination from any other party to any Contracts.

Company has complied with all financial covenants under the subsisting loan agreements and there
have been no instances of breaches.

Neither the Company nor the party with whom the Contracts is entered into, is in contravention,
breach or default of any of the terms and conditions of any Contracts and none of the Contracts
have been varied in any respect. To the best knowledge of the Sellers, there are no outstanding or
threatened claims against the Company in relation to its obligations under any of the Contracts.

None of the Contracts entered into by the Company affect or restrict the Company ’s freedom to
carry on and conduct the Business or to compete, for any period of time or in any geographical
area(s), or otherwise affect or limit the management and/or operations of the Business by the
Company or restricts the Company’s freedom to carry on and conduct the Business in any part of the
world in the manner the Business is conducted by the Company.

The Company has not waived any material right under any of the Contracts.

In respect of each of the Contracts, the Company has paid all amounts payable under the relevant
Contracts as and when such amounts became due and payable.

There exists no Contracts under which, by virtue of or as a consequence of the execution, delivery
and/or performance of this Agreement,

any counterparty is likely to be relieved of any obligation or become entitled to exercise any right
(including without limitation any termination right or any pre-emption right or other option), or

to the best knowledge of the Sellers, the Company is or is likely to be in breach or default or lose any
benefit, right or interest which it currently enjoys under such Contract, or

to the best knowledge of the Sellers, a liability or obligation of the Company is likely to be created or
increased, or

to the best knowledge of the Sellers, an increased benefit or payment or acceleration of vesting of
rights is or is likely to accrue to any counterparty.

No Contracts:

imposes any exclusivity obligations of a material nature; or

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grants to any Person an option or first right of refusal, pre-emption right, first offers or similar
preferential right to purchase or acquire the whole or part of the business conducted by the
Company.

LABOUR MATTERS

The Company is in compliance in all respects with all applicable Law related to labour matters and
collective bargaining agreements applicable to it, respecting employment and employment
practices, terms and conditions of employment and wages and hours, as applicable.

There is no current or contingent liability on the Company in relation to payment of severance fee to
the respective key managerial personnel (“KMP”)’s or employees of the Company and/ or any
obligation to buy back the shares held by such KMP’s or employee.

Without prejudice to the generality of the above, the Company, as the case may, has been in
compliance with the terms of the employee benefit funds.

The Company has complied with all applicable codes of conduct, terms and conditions of
employment, orders and awards relevant to their terms and conditions of service or to the
relationship between the Company regarding employees (or former employees, as the case may be).

There are no outstanding or threatened claims for permanency raised or filed against the Company
by any past or present contract labour engaged in the Company.

There are no material claims under any contract, applicable Law or in equity including, without
limitation under the provisions of Contract Labour (Regulation and Abolition) Act, 1970, Labour
Welfare Fund Acts, Minimum Wages Act, 1948, Payment of Bonus Act, 1965, Payment of Bonus
(Amendment Act), 2015. However, there are certain dues pending under the provisions of Payment
of Gratuity Act, 1972, Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
Employees State Insurance Act, 1948, relating to the employees in the Company.

Neither will the execution and delivery of this Agreement nor the consummation of the transactions
contemplated herein: (i) increase the amount of any compensation due, to any employee of the
Company; (ii) increase any employee benefits payable to any employee of the Company; or (iii)
result in the triggering or imposition of any restrictions or limitations on the rights to amend or
terminate any employee benefits applicable to the employees of the Company.

There are no employees’ stock option scheme or plan outstanding or promised to any of the
employees of the Company.

There are no exit / transaction bonus / golden parachute arrangements (either formal or informal)
with the key employees of the Company.

RELATED PARTY CONTRACTS / TRANSACTIONS

All related party transactions by the Company have been affected on arm’s length basis and
in compliance with the Act, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and applicable Laws, as applicable.

RECORDS

All records pertaining to the Company:

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have been fully, properly and accurately prepared and maintained and are properly written up to
date in all respects;

are in the possession of the Company, as the case may be and are available for inspection, whenever
required under applicable Law.

No notice has been received by Company from any Governmental Authority that any record
pertaining to the Company is not complete or accurate.

The statutory books, minute books, register of members and other registers of the Company, as
required under any applicable Law, have been properly and accurately maintained in all material
respects and contain accurate records of all resolutions passed by the Board and the shareholders
and all issuances and transfers of shares or other securities of the Company.

CONSENTS AND APPROVALS

Each of the consents and Approvals in connection with the Business of the Company is valid and
subsisting and there is no breach of the terms or conditions of any consent or Approval.

There are no circumstances which would result in the suspension, modification or revocation of any
consent or Approval relating to the Business of the Company subsequent to such consent or
Approval being used in accordance with Applicable Law pursuant to the transactions contemplated
in this Agreement.

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SCHEDULE VII- PURCHASER WARRANTIES

The Purchaser hereby represents and warrants to the Sellers that:

The Purchaser has the power to execute, deliver and perform its obligations under the Transaction
Documents and all necessary actions have been taken to authorise such execution, delivery and
performance;

The Purchaser has duly executed and delivered the Transaction Documents, and upon execution by
the Sellers, the Transaction Documents constitutes the valid and legally binding obligation of the
Purchaser enforceable in accordance with its terms against the Purchaser, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganisation, moratorium or similar laws from time to time in effect affecting
generally the enforcement of creditors’ rights and remedies and general principles of equity; and

The Purchaser has bona fide legal funding arrangements to pay the Purchase Consideration and to
meet its other obligations under this Agreement including for making and completing the Open
Offer.

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