DATED MARCH 11, 2021

REG(STRAR AGREEMENT

BY AND BETWEEN

BANNARJ AMMAN SPINNING MILLS LIMITED

AND

LINK INTIME INDIA PVT LTD

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Dt•oa.2o2J BAN NARI AM,•,1 N SPINNING MltlS LTD 262 �iETTUPALAYAM KOAD .,COIMBATORE s4, o4J

Phone:0422-243555�

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Agreement Dated 11.3.2021 made at Coimbatore between Bannari Amman Spinning Mills Limited

and Link lntime India Pvt Ltd

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BANNARI AMMAN SPINNING MILLS LTD 262 METTUPALAYAM ROAD ..

COIMBATORE 64" 04:, Phone:0422·2435555

This Non - Judicial Stamp Paper of Rs. I 00/- each forms the part and parcel of the Registrar

Agreement Dated 11.3.2021 made at Coimbatore between Bannari Amman Spinning Mills Limited

and Link lntime India Pvt Ltd

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ij REGISTRAR AGREEMENT �" :,

'--� ,>:... .; This Registrar Agreement ("Agreement") made on the I 1m day of March, 2021 at Coimbatore, between:

ij BANNARJ AMMAN SPINNING M.ILLS LIMITED, a public limited company incorporated under the provisions of the Companies Act, 1956, and having its registered office at 252, Mettupalayam Road,

� Coimbatore - 641 043, Tamil Nadu, India (hereinafter referred to as the "Company" or the "lssuer", which expression shall unless repugnant to the context or meaning thereof mean and include its successors and

a pennitted assigns) of the FIRST PART;

AND

LINK INTI ME INDIA PVT LTD, a company incorporated under the Companies Act, 1956, and having its � register.ed office at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083 (hereinaft.erreferred to

as the "Registrar" or "Registrar to the Issue", which expression shall unless repugnant to the context or @ meaning thereof mean and include its successors and pennitted assigns) of the SECOND PART.

The lssuer and the Registrar are hereinafter individually referred to as a "Party" and collectively as "Parties".

� WHEREAS: A.1:1 The Issuer is proposing a rigbts issue of equity sbares of face value of �5 each ("Rights Equity Shares")

"' aggregating up to n0,000 lakhs (the "lssuc"), in accordance with the applicable provisions of the Companies Act (as defined hereinafter), the Securities and Exchange Board of India (Issue of Capital and

9 Disclosure Requirements), Regulations, 2018, as amended (the "SEBJ TCDR Regulations"), and other applicable statutory and/or regulatory requirements, to the holders of equity shares of face value of ?5 each

" ("Equity Shares") as of the record date to be determined by the Company (the "Record Date" and such " holders of Equity Shares, "Eligible Shareb9lders") For Bannari Amman Spinning Mills limited

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B. The Issue bas been authorized by the resolution passed by board of directors of the Company at its meetingheld on August 13, 2020 and by the Shareholders in the Annual General Meeting dated December 07,2020.

C. The Company has approached Saffron Capital Advisors Private Limited ("Lead Manager") tO act as thelead manager to the Issue and the Lead Manager have accepted such appointment in terms of theirengagement letter(s), subject to the tenns of the Issue Agreement executed/to be executed among theCompany and the Lead Manager.

D. The Company is proposing LO tile a Draft Letter of Offer and Letter of Offer with Securities and ExchangeBoard oflndia ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange oflodia Limited ("NSE"and together with BSE, the "Stock Exchanges") with the Securities and Exchange Board of India("SEBI"). The Equity Shares to be issued pursuant to the Issue are proposed to be listed on the StockExchanges.

E. The Registrar is registered with SEBl under the Securities and Exchange Board of India (Registrars to anIssue and Share Transfer Agents) Regulations, 1993, as amended ("SEBI RTA Regu.lations") and bas avalid and subsisting registration bearing number INR000004058 dated 15.7.2014 and there is noprohibition or order restricting it to be the registrar.

F. In terms of Regulation 69(7) of the SEBI ICDR Regulations, rhe Issuer is required to appoint a registrarwho has connectivity with all dep9sitories in connection with the Issue. Further, in terms of SES.I circularSEBI/HO/CFD/DIL2/C[R/P/2020n8 dated May 6, 2020 read with SEBT circular SEBI/HO/CFD/DJLI/ClR/P/2020/136 dated July 24, 2020 and SEBJ circular SEBJ/HO/CFD/DILI/CIR/P/2021/13 dated January 19, 2021, the Company may along with the Lead Manager, the Registrar and other recognized intermediaries deemed fit by the Company and the Lead Manager, institute an optional mechanism (non-cash mode only) LO accept the Applications, subject toensuring that no third party payments are, allowed in respect of any such Application. The Company has approached the Registrar to act as the Registrar lo the Issue and provide services of its web based application platform ("R-WAP") instituted in accordance with the said SEBI Circular SEBJ/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020 read with SEBI circular SEBI/HO/CFD/DILI/CIR/P/2020/136 dated July 24, 2020 and SEBI circular SEBI/HO/CFD/DILI/CJR/P/202 l/13 dated January 19, 2021, as per the terms and conditions set forth in this Agreement (the activities pertaining to it acting as the Registrar to the Issue and providing services of R-WAP facility are hereinafter referred to as the "Assignment") and the Registrar has accepted theAssignment.

G. In terms ofRegulatio.n 9A(l)(b) of the SEBJ RTA Regulations, the Registrar is required to enter into avalid agreement with the Issuer, inter alia, to defme the allocation of duties and responsibilities betweenthe Registrar and Issuer and in pursuance of the same, the Registrar aad the Issuer have entered into thisAgreement.

H. A II capitalized terms not specifically defined herein sha II have the same meaning as ascribed to such termsin the Letter of Offer, as the case may be, to be filed with SEBI and the Stock Exchanges.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Parties, the Parties do hereby agree as follows:

DEFINITIONS

Unless the context requires otherwise, all capitalized terms used in this Agreement shall have the meaning ascribed to sucb terms as set out below.

(a) "Abridged Letter of Offer" s.hall mean the abridged letter of offer to be sent to the Eligible EquityShareholders with respect to the Issue in accordance with the provisions of the SEBI Regulations and theCompanies Act;

(b) "Agreement" shall mean this registrar agreement dated 11.3.2021 entered into between the Issuer andtbe Registrar;

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(c) "AllotJnent" shall mean aUotment of Equity Shares pursuant to the Issue;

(d) "Assignment" shall have the meaning ascribed to it in Recital F of this Agreement;

(e) "Applicant" or "Investor" shall mean Eligible Equity Shareholder(s) and/ or Renouncee(s) who makean application for the Equity Shares pursuant to the Issue in terms of the Letter of Offer;

(t) "Application" shall mean application made through (i) submission of the Application Fonn or plainpaper Application to the Designated Branch of the SCSBs or ooline/ electronic Application through thewebsite of the SCSBs (if made available by such SCSBs) under tbe ASBA process, or (ii) filling theonlioe Application Fonn available on R-WAP (instituted only for resident Investors, in the event theInvestors are not able to utilize the ASBA facility for making an Application despite their best efforts),to subscribe to the Equity Shares at the Issue Price;

(g) "Application Form" shall mean a fonn used by an Investor to make an application for the Allotment ofEquity Shares in the Issue;

(h} "ASBA" or"Appl .ication Supported by Blocked Amount" shall mean an application (whether physicalor electronic) used by an ASBA Lnvestor to make an application authorizing the SCSB to block the application amount in a specified bank account maintained with the SCSB;

(i) "ASBA lnvestor(s)" shaU mean Eligible Equity Shareholders proposing to subscribe to the Issue andauthorizing the SCSB to block the amount payable on application in their ASBA Account maintained"�.th such SCSB.;

G) "Basis of Allotment" shall mean the basis and priority in which the Allotment to tbe successfulApplicants will be made in the Issue;

(k) "Business Days" shall mean all days other than a Sunday or a public holiday on which commercial banksin Mumbai are open for busine.ss;

(I) "CDSL" shall mean the Central Depository Services (India) Limited;

(m) "Companies Act" shall mean the Companies Act, 2013 and the rules framed thereunder, each asamended to the extent in force pursuant to the notification of tbe Notified Sections;

(n) "Designated Stock Exchange" shall mean BSE Limited;

(o) "DP" shall mean depository participant;

(p) "DP ID" shaU mean depository participant identity number;

(q) "Eligible Equity Shareholder(s)" shall mean the holder(s) of tbe Equity Shares of the Company as onthe Record Date;

(r) "Equity Shares" shall have the meaning ascribed to it in Recital A of this Agreement;

(s) "Escrow Collection Bank(s)" shall mean the banks as specified in tbe Letter of Offer;

(t) "FPI" shall mean a foreign portfolio investor as defined under the SEBI FPI Regulations;

(u) "Investor(s)" shall mean the Eligible Equity Shareholder(s) of the Company on the Record Date and theRenouncee(s);

(v) "Issue" shall mean issue of Equity Shares on a rights basis to the Eligible Equity Shareholders in tennsof the Letter of Offer;

(w) "Issue Documents" shall have the meaning ascribed to it in Clause 6 of this Agreement

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(x) "Issue Closing Date" shall mean !he date of closing of the Issue as detennined and disclosed in the Lenerof Offer;

(y) "Issue Opening Date" shall mean the date of opening of the Issue as determined and disclosed in theLetter of Offer;

(z) "Letter or Offer" shall mean the letter of offer to be filed with the Stock Exchanges and SEBI in relationto the Issue;

(aa) "Notified Sections" shall mean the Sectious of the Companies Act, 2013 that have been notified by theGovernment oflndia;

(bb) "NRI" shaU mean a non-resident Indian, as defmed in the Foreign Exchange Management (Transfer orIssue of Security by a Person Resident outside India) Regulations, 2017, as amended;

(cc) "NSDL" shall mean the National Securities Depository Limited;

(dd) ·'OCB" shall mean overseas corporate bodies;

(ee) "PAN" shall mean permanent account number;

(fl) ''RBI" shall mean the Reserve Bank of India;

(gg) "Record Date" shall mean the date for determining the Eligible Equity Shareholders for purposes ofparticipation in the I ssuc;

(hh) "Registrar" shall mean Link lntimc India Pvt Ltd ;

(ii) "Renouncee(s)" shall mean person(s) who has/have acquired Rights Entitlements from Eligible EquityShareholders;

(jj) "Rights Entitlements" shall mean the number of Equity Shares that an Eligible Equity Shareholder isentitled to in proportion to the number of Equity Shares held by the Eligible Equity Shareholder on theRecord Date;

(kk) "Rights Issue Circulars" shall collectively mean SEBl circular, bearing reference numberSEBI/HO/CFD/DlL2/CIR/P/2020/13 dated January 22, 2020, SEBI circular bearing reference numberS£BI/HO/CFD/DlL2/CfR/P/2020n8 dated May 6, 2020, SEBI circular bearing reference numberSEBI/HO/CFD/DILI/CIR/P/2020/136 dated July 24, 2020 and and SEB1 circularSEBI/HO/CFD/DILI/CIR/P/2021/13 dated January 19, 2021;

(II) "R-WAP" shall have 1he same meaning as ascribed to it in lhe Recital F of this Agreement;

(mm) "SCSB" shall mean a self-certified syndicate bank reg.istered with SEBI, which acts as a banker to theIssue and which offers the facility of ASBA;

(nn) "SEBI FPl Regulations" shall mean Securities and Exchange Board of Lndia (Foreign PortfolioInvestors) Regulations, 2014, as amended.

(oo) "SEBI ICDR Regulations" shall mean Securities and Exchange Board of India (Issue of Capital a.ndDisclosure Requirements) Regulations, 2018, as amended; and

(pp) "SE.Bl Listing Regulations" shall mean Securities and Exchange Board of India (Listing Obl.igationsand Disclosure Requirements) Regulations, 20 I 5, as amended.

INTERPRETATION

In 1his Agreement, ur1less the context otherwise requires:

(a) words denoting the singular number shall include the plural and vice versa;

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(b) words denoting a person shall include an individual, corporation, company, partnership, trust or otherentity;

(c) heading and bold type face arc only for convenience and shall be ignored for the purposes ofinterpretation;

(d) references to the word "include'' or "including' shall be construed without limitation;

(e) references to this Agreement or to any other agreement, deed or other instrument shall be construed as areference to such agreement, deed, or other instrument as the same may from time to time be amended,varied, supplemented or noted or any replac-ement or novation thereof;

(f) references to any Party to this Agreement or any other agre-ement or deed or other instrument shall includeits successors or permitted assigns;

(g) a reference to an article, clause, section, recital, paragraph or annexure is, unless indicated to the contrary,a reference to an article, clause, section, recital, paragraph or aonexure of th is Agreement;

(h) unless otherwise defined, reference to the word 'days' shall mean calendar days;

(i) reference to any legislation, act or regulation shall be to such legislation, act or regulation, as amendedfrom time to time; and

G) AU capitalized terms not specifically defined herein shall have the same meanings assigned to such termsi11 the SEBI ICDR Regulations or the Letter of Offer to be filed by the Company with the StockExchanges and SEBl as may be applicable, in relation lo the Issue. In case of any inconsistency betweenthe defmition of any term as set out in this Agreement and the SEBl Regulations or the Letter of Offer,the definition provided under the SEBI ICDR Regulations or the Letter of Offer shall prevail.

NOW THEREFORE, the Company and the Registrar do hereby agree as follows:

I. The Issuer hereby appoints Link lntime. lndia Pvt Lid as the Registrar to the Issue and to provide servicesofR-WAP facility and the Registrar accepts such appointment by accepting the terms of its appointmentand signing this Agreement.

2. The Registrar hereby w1dertakes to perform and fulfill the Assignment, including such functions, dutiesand obligations and to provide such services as are mentioned herein and to perform such other functions,duties, obligations and provide such other services as are required in accordance with applicable law(including the rules, regulations, directions and circulars prescribed by SEBI and by-laws of the StockExchanges) ("Applicable Laws") in respect of the Issue. The Registrar undertakes and agrees that itshall be the Registrar's sole and absolute responsibility to ensure that such functions, duties, obligationsand services are performed in a professional, timely and accurate manner.

3. Eacb. Party hereby represents, warrants, undertakes and covenants to the other that:

(a) this Agreement constitutes a valid, legal and binding obligation on its part and is enforceableagainst it in accordance with the terms hereof; and

(b) the execution, delivery and performance of this Agreement and any other document(s) relatedhereto by it has been duly authorised and do not and wi II not contravene any provisions of, orconstitute a default under (a) any law, regulation, judgement, decree or order of anygovemmental authority; (b) its constitutional documents; or (c) any other agreement orinstrument or undertaking lo which it is a party or whicb is binding on it.

4. The Registrar declares and undertakes that:

(a) lt hru; obtained a certificate of permanent registration dated 15.7.2014 bearing registrationnumber INR000004058 rrom SEBl. A copy of this registration certificate is attached asSchedule II hereto. The Registrar shall ensure that the certificate of registration shall remain inforce at all times, including by lakiug prompt steps for its renewal, if required. The Registrar

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(b)

(c)

(d)

(e)

(I)

(g)

(h)

(i)

U)

will keep Lhe Issuer and the Lead Manager informed on an immediate basis i'. its registra�i�� is cancelled, suspended, or withheld for any regulatory or other reasons, �r _if _any pr�h_ibumgorders are passed restricting it from carrying out the_ Assi_gnment, or if 11 1s prob1b11ed orrestricted from performing the activities mentioned m this Agreement by any regulatory authority and shall cooperate to establish alternative arrangements.

It has not violated any of the conditions subject to which the registration has been granted and that, no disciplinary or other proceedings have been initiated against it by SEBL �r '.1'1Y other statutory or regulatory authority and that it is not debarred, suspended or prohibited from carrying on its activities as a registrar to the Issue.

It shall perform the Assignment and its duties with the highest standards of integrity and fairness and shall abide by the SEBI RTA Regulations (including the code of conduct as specified in Schedule Ill of the SEBI RTA Regulations) and the applicable rules, regulations and guidelines, circulars and notifications issued by SEBI (including the SEBI ICDR Regulations) and shall act in an ethical manner in all its dealings with the Issuer, Eligible Equity Shareholders, Rcnouncees, lnvestors, Lead Manager, SCSBs, Escrow Collection Bank{s), Refund Bank and other intermediaries and that it will not take up any activity which is likely to be in conflict with the interests of the Issuer, Eligible Equity Shareholders, Renouncees, Investors, Lead Manager, SCSBs, Escrow Collection Bank(s), Refund Bank Allotment Account Bank and other intermediaries or contrary to or in violation of any rules, regulations, orders, guidelines or directions issued by SEB I or other regulatory authorities, from time to time.

It shall make adequate disclosure to the Issuer and the Lead Manager of any potential areas of conflict of interest and duties which is likely to impair its ability to render fair, objective and unbiased services.

It shall deploy the persons/officers who are well versed with the process involved in respect of the Issue and having necessary expertise and skills for the purposes of rendering services and it shall duly comply with all statutory requirements of the Applicable Laws including but not limited to regulations and niles framed by SEBI and the Stock Exchanges.

It shall carry out tbe Assignment and complete all the formalities accurately, diligently and within the stipulated time limits as per the relevant statutes, circulars, guidelines/ regulations issued by SEBI including, the SEBI ICDR Regulations and bye laws of the Stock Exchanges. The Registrar shall immediately notify the Issuer and lhe Lead Manager about any likely delay in completion of any of the formalities. The Registrar shall also notify the Issuer and the Lead Manager of any errors committed while completing any of the formalities.

It has the required infrastructure, facilities, personnel, capacity, capability, back up data maintenance, disaster recovery system, expertise and the net worth to honour its obligations and liabilities under this Agreement, including in relation to R-WAP. lt will provide the details of such infrastructure required to manage the Issue to the Issuer and the Lead Manager, at least ten (JO) days prior to the date ofCiling the Letter of Offer with the Stock Exchanges and SEBI.

R-WAP facility is, and will be, transparent, robust and has undergone adequate checks and balances. Registrar through the R-WAP facility will facilitate subscription in the issue in an efficient manner without imposing any additional costs on investors. Registrar shall be fullyresponsible for system failure, breakdown, fault or non-operationalization in the mannerrequired under Applicable Law. Without prejudice 10 the generality of the foregoing, theRegistrar shall be solely responsible and liable for the acts or omissions of or any failure,negligence, deficiency or errors on the part of the payment gateway service provider engagedby the Registrar.

R-WAP has, and will have, adequate connectivity and linkages with payment gateway providerto enable investors to make payment using internet banking or UPI in the Issue.

It will provide the details of such infrastructure required to manage the Issue to the Issuer and the Lead Manager, immediately after signing of this Agreement and in all events prior to the date of filing the Letter of Offer with the Stock Exchanges;

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(k)

(I)

(m)

(n)

(o)

(p)

(q)

(r)

(s)

(1)

It shall ensure that ade.quate resources including sufficient qualified �anpower are ded!cated i.n the performance of the services indicated herein and that_due care, �•ltgence and caution shallbe taken to ensure that there an: no deficiency(sYerror(s) in the serv1c.es to be performed by the Registrar. Toe Registrar shall also notify the Issuer and the Lead Manager of any errors committed while completing any of the formalities.

It is a 'fit and proper person' as per the criteria specified in Schedule a of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, as amended.

It shall cooperate and comply with any instructions which the Issuer or the Lead Manager may provide in respect of the Issue.

It shall keep the Issuer and the Lead Manager fully informed about the progress with regard to any legal action initiated against it and/ or any of its group entity by any regulator from time to time.

It has connectivity with the depositories, namely NSDL and CDSL (together, the "Depositories"); However, as the equity connectivity for the Issuer is not with the Registrar, the responsibility of taking corporate action for credit of REs, credit of Rights allotment shares and debit of unutilized REs and other ISIN related activity shall be done by the Issuer. However, the relevant files will be prepared by the Registrar and provide necessary assistance for the Issuer to upload with the depository system

It is not subject to any litigation in, or injunction or order of, any court or regulatory authority that seeks to prevent it from catering into this Agreement or performing the Assignment in any manner or acting as the Registrar in relation to any offering by a company.

This Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation on it enforceable in accordance with its terms. The execution, delivery and performance of the Assignment by the Registrar does not violate, or constitute a breach of, any law, regulation, court or tribunal order, or any agreement, deed or undertaking entered into by the Registrar.

It is not an associate of the Issuer in accordance with Regulation 13A of the SEBI RTA Regulations or any other applicable laws.

It shall ensure that demographic details provided by the Eligible Equity Shareholders or other investors in the Applications Forms shall not be used by it for any purpose other than in relation to the Issue.

In the event the Registrar is unable to continue to act as a Registrar 10 the Issue, at any point of time, due to any direction of any statutory or regulatory authority or otherwise, it shall immediately inform the Issuer and the Lead Manager in writing and take steps, in consultation with the Issuer and Lead Manager, and as per the directions of SEBI, if any, or any other regulatory/ statutory authority, for a smooth transition of the Equity Shares data in connection with the Rights Equity Shares and the Issue, held by the Registrar at no cost to the Issuer for sucb transition to another registrar as may be appointed by the Issuer and entire cost in this connection to be borne by the Registrar to tl1e Issue.

5. The Issuer hereby declares that, it has complied with and agrees to comply with all statutory formalitiesunder the Companies Act, the SEBl ICDR Regulations and other Applicable Laws to enable it toundertake and make the Issue. The Issuer also agrees that, it will co-ordinate with the Registrar and that,it will not give any instructions which are in violation of any applicable legislations, rules, regulations orguidelines issued by SEBI and/or any other regulatory au1borities.

6. The Issuer and the Registrar agree to perform !heir respective functions, duties and obligations pertainingto the Assignment in respect of each activity as specified in Schedule l hereto. The activities listed inthe Schedule l are indicative and not exhaustive and conform to the model agreement contemplatedunder the SEBI RTA Regulations. The lssuer and the Registrar, in consultation with the Lead Manager,may include further activities as agreed upon by the Parties, including in relation to R-WAP facility

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which shall be listed and mutually agreed upon. Further, the Registrar agree.s to undertake all theobligations and responsibilities specified for the Registrar h_erein, as well � in t�e Letter of Ofl'.er,Application Forni, Abridged Letter of Offer an� Rights ��t1tlement Letter, '.�eluding ;y �especuvesupplements, corrigenda or amendments (collect1vely, the lssue

_Documents ). The Re.,1st1ar her�by

consents to the inclusion of its name as the Registrar to the Issue in all such documents as are required for the Issue including the Issue Documents. Further, the Registrar will do all such activities as may be incidental to discharge its obligations under this Agreement at no additional cost to the Issuer.

7. Without prejudice to contents of Clause 6 above, the Registrar's Assignment shall inter alia include thefollowing activities:

(a)

(b)

(c)

Providing inputs for finalizing the Escrow Collection Bauk(s) and Allotment Bank Account �dassisting the Lead Manager on finalization of collection centres of the Escrow CollecllonBank(s);

Calculation of the Rights Entitlements and fractional entitlement for each Eligible Equity Shareholder in respect of the Equity Shares, as on the Record Date;

Co-ordinating with NSDL and CDSL for various Issue related activities, as may be required such as preparing the final list of Eligible Equity Shareholders with complete details, based on the reco rd date shareholders' data as shared by the Issuer, including but not limited to:

I) Client ID;2) DP ID;3) folio number (in case of Equity Shares held in physical fom1);4) name of the shareholder (including joint holding, if any);5) demat account details;6) category of the shareholder (individual/ corporate/ FPI/ NRl etc);7) shareholding as on the Record Date;8) Rights Entitlement;9) address of the Eligible Equity Shareholder (i11cluding the secondary address, where such

Eligible Equity Shareholder is situated outside of Lndia); and10) bank details of the Eligible Equity Shareholder registered with the DP.

All details contained in l ) to 10) above shall also be provided separately for the Promoter/Promoter Group entities enumerated in the Letter of Offer as on the Record Date within one ( l ) calendar day of the Record Date.

(d) Verify demat account details provided by the shareholders holding shares in physical formthrough PAN, client master sheet, et cetera.

(e) Assisting the Company in obtaining a separate !SIN for the Rights Entitlement and guiding theIssuer and preparing the file, for uploading corporate action instruction in depository system ofNSDL and CDSL for crediting the Rights Entitlement to the demat accounts of the EligibleShareholders (with respect to the Equity Shares held by such Eligible Shareholder indematerialized fo rm) well in advance of the Issue Opening Date, against tire Equity Shares heldby them as on the Record Date in terms of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended ("SEBI Listing Regulations") and otherApplicable Laws. The Registrar shall ensure that the lSIN of Rights Entitlement shall be kept

frozen (for debit) in the depository system till the Lssue Opening Date;

(t) Prior to the Issue Opening Date, crediting the Rights Entitlements to a demat suspense escrow account opened by the Company, for the Eligible Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of TEPF authority; or (c) lhe demat accounts of the Eligible Shareholder which are frozen or details of which are unavailable with the Company or with the Registrar on the Record Date; (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares currently under dispute, including any court proceedings, and an intimation should be sent to such Eligible Shareholder by the Registrar;

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(g) Making best effortS in procuring demat account details of shareholders holding Equity Sharesas on the Record Date such that these details are available not later than 2 working days priorto the Issue Closing Date, including in the manner required under the SEBI circularSEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020 read with SEBI circularSEBI/HO/CFD/DILI/CIR/P/2020/136 dated July 24, 2020 and SEBI circularSEBVHO/Cf'O/DIL I/CIR/P/2021/13 dated January 19, 2021.

(h) Crediting, their Rights Entitlement to the demat account provided by the Eligible Shareholdersholding Equity Shares in physical mode, as soon as practicable and in compliance with theApplicable Laws;

(i) Assisting in various corporate actions as weU as trading applications as may be requiredincluding credit of Rights Entitlements before lhe Issue Opening Date, credit of Rights EquityShares to be issued pursuant lo the Issue and coordinating with the Stock Exchanges to getrenunciation data;

U) The Registrar shall submit details of total Rights Entitlement credited to the EligibleShareholders to the Company and the Lead Manager immediately after completing the corporateaction for the same and not later than 3 working days prior to the Issue Opening Date;

(k) The details with respect to the Rights Entitlement shall be made available on the website of theRegistrar and the investors shall be able to check their respective entitlements on the website ofthe Registrar by keying their details, after adequate security controls to ensure that investors'information is made available only to the particular investor;

(I) Assist (including verification) the Company and the Lead Manager, as the case may be, in (a) preparation of frequently asked questions, (b) providing an online dedicated investor helpdeskfor guidance on the Application process and resolution of difficulties faced by lhe investors, (c)updation of Indian address/ email address/ mobile number of Eligible Shareholders of theCompany, (d) updation of demat account details by Eligible Shareholders holding shares inphysical form;

(m) Coordinating with the Depositories to suspend the !SIN of Rights Entitlement for transfers, fromthe Issue Closing Date;

(n) The Registrar shall ensure that the Rights Entitlement against which Applications are notreceived, shall be lapsed after closure of the issue;

(o) Ensuring that once the allotment is completed, the ISfN for Rights Entitlement shall be permanently deactivated in the depository system by the Depositories;

(p) Opening appropriate de mat escrow suspense accounts and ensuring same is done before theRecord Date;

(q) Drafting of Entillement Letter and dispatch of the same to Eligible Shareholders along withapplication Form and Letter of Offer and coordinating printing of the same, if required;

(r) Detennining the shareholders who have valid email addresses to whom issue materials can besent and the list of shareholders to whom dispatch of issue materials needs to be sent throughemail, and the list of shareholders to whom dispatch of issue materials needs to be sent throughordinary post as communicated by the Company and as required under SEBI CircularSEBI/HO/CFD/DlL2/CIR/P/2020n8 dated May 6, 2020 read with SEBI circularSEBI/HO/CFD/DlLI /CIR/P/2020/136 dated July 24, 2020 and SEBL circularSEBI/HO/CFD/DILI /CIR/P/2021/ l 3 dated January I 9, 2021 and Applicable Laws;

(s) Reviewing and commencing on the contents of the Application Fonn, Abridged Letter of Offer,Rights Entitlement Letter and dispatch, electronically and other mode as specified in SEBIICDR Regulations, 10 the Eligible Shareholders. The Registrar shall also upload the Letter orOffer, Abridged Leiter of Offer, Application fonn and details of Rights Entitlements on itswebsite. However, the Registrar shall send/ dispatch Application Forms, Rights Entitlement

For Bannari Amman Spinni Mills Limited 9

Letier and Abridged Letter of OITer only to the addresses of the Eligible Equity Shareholders who bave provided their Indian addresses or through such other modes as may be communicated by the Company to the Registrar and shall not dispatch/ send any such documents to any Eligible Equity Shareholders whose addresses are outside of India; sending the Letter of offer, through email and other mode as specified in SEBI ICDR Regulations, to the Eligible Shareholders who have provided their Indian addresses to the Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is pennitted under laws of such jurisdictions and in eacb case who make a request in this regard;

(t) Ensuring dispatch of all issue materials whether electronically or physically (through ordinarypost/ speed post/ registered post as may be required by the Company) is completed within thetimelines prescribed under SEBI lCDR Regulations and other Applicable Laws, which i s at least3 days prior to the Issue Opening Date;

(u) Issuing timely dispatch confirmation immediately afler completion of dispatch to the Companyand the Lead Manager to enable publishing and upload of the dispatch advertisement underRegulation 84 of the SEBI ICDR Regulations at least 2 days prior to the Issue Opening Date,read with SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020n8 dated May 6, 2020. Further, theRegistrar shall also upload such advertisements in connection with the Issue on its website;

(v) Ensure timely preparation and publication, dispatch and issue of confirmation thereto inconnection with the post-Issue advertisements in accordance with Regulation 92 of the SEBIICDR Regulations within IO days of completion of various activities as specified under suchregulation, and other Applicable Laws;

(w) Providing the Issuer and the Lead Manager with the pre-Issue, lssue and post-Issue shareholdingof the Issuer and other documents in relation to listing applications to be made to the StockExchanges, in the format specified under and in accordance with the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, asamended and as may be required;

(x) Providing detailed instmcti0t1s to the Banker(s) to the Issue and the SCSBs (including the fonnatand timeline of receipt of information in relation to the Issue) at least three (3) Business Daysbefore the Issue Opening Date

(y) Keeping a proper record of Applications and Application Money received from EligibleShareholders and Renouncees and paid to the Banker(s) to the Issue and through R-WAP;

(z) Providing the split between Eligible Equity Shareholders and Renouncees in relation to theRights Equity Shares applied for as part of the.irrespective Rights Entitlement and additionalRights Equity Shares applied for, after Issue Closing Date in the following fo11Dat:

Renouncees

(aa) Providing daily collection figures in Rupees and the number of Rights Equity Shares applied for;

(bb) Providing correct data and all required schedules no later than 5 (five) calendar days from the Issue Closing Date to the Issuer to finalise the basis of allocation and i6.llotment in coordination with the Lead Manager and Designated Stock Exchange for timely approval of the Basi.s of Allotment;

(cc) Ensuring that the Basis of A11otmem is in accordance with the SEBI ICDR Regulations,guidelines, circulars and notifkations and other Applicable Law and as specified in tbe IssueDocuments;

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(dd) Post communication of the Ba;;is of Allotment by the Issuer, preparing the list of Allotteesentitled to allocation of Rights Equity Shares and preparing the Intimation cum Refund Advise,in consu ltatioo with the Issuer and the Lead Manager;

(ee) Ensuring that correct credit of Rights Equity Shares to respective demat accounts of theAllottees and as required under Applicable Laws and to receive the confirmation of credit ofthe Rights Equity Shares to the demat account of the Allottees from each of the Depositoriesand submit the same to the Stock Exchanges and file, along with Company, the Allotment detailswith the Designated Stock Exchange to be appointed in connection with the Issue and confirmall formalities are completed;

(ft) Assisting Issuer in obtaining demob'l:apllic details of all applicants from Depositories;

(gg) Assisting Issuer in obtaining details of holders of Rights Entitlements as on Issue Closing Date,from the Depo.sitories;

(hh) After reconciliation of valid Applications through ASBA process and R-W AP process, fundsblocked/ received in escrow account and Rights Entitlements demat holding list, the Registrarshall finalise allocation of securities offered through the Issue;

(ii) The Registrar shall prepare the corporate action file for credit of shares to the respective demataccounts of the applicants based on basis of allotment approved by the Designated StockExchange to enable the Issuer to talce corporate action witb NSDL and CDSL, and shall issueinstructions to unblock bank accounts/ send refund intimation wherever necessary;

(ij) Replying to queries from Applicants oo tbe Application Form and on the method of applicationprovided that any written advice from the Registrar to the Applicants shall be subject to theprior written intimation t.:> the Lead Manager and the Company. However, if the Registrarreceives any request for advice related to the Issue from Eligible Shareholders having returnaddresses situated in the United States of America, the Registrar shall duly forward the requeststo the Company and shaU not be responsible for dispatch of advice to such EligibleShareholders;

(kk) Collection and verification of regulatory approval, including approval from the Reserve Bankof India, submitted along with Application;

(II) Ensuring that all investor complaints received are suitably addressed on priority basis;

(mm) Ensuring that all steps for completion of the necessary formalities for listing and commencementof trading at all the Stock Exchanges wl.Jere the Rights Equity Shares are proposed to be listed,are ta.ken within the timelines as notified by SEBI;

(nn) Ensuring that allotment made is correct a.nd timely uploadiog of the correct file in the deposi1orysystem;

(oo) ProvidiJ1g / specifying the formal to the SCSBs in which infonnation in relation to ASBA is required;

(pp) Dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissiblemeans to communication allotment and refund details io timely mariner;

(qq) Uploading the data of Allottees;

(tr) Ensuring Credit of Rights Equity Sbares to the al!ottee's demat accounts withill the time frameindicated in the Letter of Offer;

(ss) Issuing refund instrnctions with respect to the R-WAP process, as uecessary;

(tt) Processing the rejected cases as per the procedure finalized with the Company or as mentionedin the L,mer of Offer;

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(uu) Intimating to SCSBs and/or Banker(s) to the Issue, before Issue Opening Date, the Issue Opening Date and Issue Closing Date;

(vv) Coordinating with SCSBs for submission of linal certificates aud escrow collection bank forprovisional and finance certificate, after taking into account rectifications, if any;

(ww) Reviewing 'the "Terms of the Issue" section and other procedural disclosures in the Issue Documents;

(xx) Coordinaling with the concerned Depository and ensuring that the number of RightsEntitlements / Rights Equity Shares Allotted to each category of Applicants is correct in allrespects and taking necessary steps as prescribed by the Depositories for cancellation /extinguishment or RE !SIN, if required at the appropriate;

(yy) Maintaining record of returned mail showing deta i Is of contents of the letter, details of refundintimations, date of dispatch, date of return and reasons for being returned;

(zz) Ensuring th�t a prop_er grievance handling mechanism is in place at its office during the IssuePeriod aud after the Issue Closing Date, in a.ccordance with Applicable Laws. Further,maintaining a complaint register containing details of the date of receipt of complaint,particulars of complainant, nature of complaint, date of disposal and manner in which complaintis disposed of. Complaints received through SEBI, if any, shall also be recorded in thecomplaint� register in addition to the complaints received directly;

(aaa) Maintaining such other records in accordance with the SEBI. RTA Regulations or as may bespecified by SEBI, the Company and/or the Lead Manager in relation to carrying on theactivities as Registrar to the Issue, provided the Registrar shall. maintain all records for at leasteight years;

(bbb) Matching the DP ID, Client ID, and PAN, specilied in the reconciled electronic data received from the Stock Exchanges and with the Depository's database;

(ccc) Reconciling the compiled electronic data collected from the Stock Exchanges and thedata/schedules coUected from the SCSBs with the Rights Entitlements demat holding list, bankschedules provided by the Banker(s) to the Issue;

(ddd) Rejecling the Applications (including ASBAs) in respect c,f which the DP ID, Client 1D andPAN specified in the reconciled data does not match the details in the depository's database orin respect of folio number vis-a-vis records of the Company or Registrar;

(eee) Drawing up a list of all technical rejection cases (including rejection for applications made through ASBA mode) in accordance with the Tem1s of the Issue section enumerated in the Lener of Offer and keeping the same ready for verification by the Issuer and/or the, Lead Manager as required und�r Applicable Laws or other timeline which may be decided by the Lead Manager

(fff) Providing a confirmation to tile Company and the Lead Manager of the amounts to be transferred to the Banker(s) to the Issue or to be w1blocked from the ASBA accounts;

(ggg) Providing all necessary schedu.!es, workings and / or certificates required for the Company:

(i) to make an app.lication to the Stock Exchanges to seek in-principle approval;

(ii) to make an application to the Stock Exchanges to seek listing and trdding approval ◊fRights Entitlement;

(iii) to make an application to CDSL / NSDL for !SIN creation, credit of RightsEntitlements in the temporary ISfN, credit of Rights Equity Shares 10 the Applicant asper Basis of Allotment;

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(iv) to make an application to CDSL / NSDL for !SIN creation, credit of Rights EquityShares in the temporary lSIN and for !SIN post-allotment of Rights Equity Shares ;and

(v) to make an application for final listing and trading approval to the Stock Exchanges.

(hhh) Keeping accurately, at all times, as required under applicable law, the physical and electronic records relating to all Applications received in relation to the Issue, including:

(i) ASBAs famished by SCSl3s;

(ii) particulars relating to the allocation and Allotmeot of Equity Shares against validapplications;

(iii) particulars relating to the requisite money to be transferred to the separate bank accountmaintained by the Issuer in a scheduled bank in tenns of the Letter of Offer, the SEBILCDR Regulations and the Companies Act; and

(iv) particulars relating to rejected and withdrawn ASBAs.

(iii) Coordinating with the Company to transfer the Rights Entitlements from suspense accounts toshareholders' accounts and in such situations, assisting the Company to reconcile for correctand timely credits/ transfers;

(ill) Finalising various initial and final post-Issue repo11s, post-Issue monitoring re-ports such as thethree-day report and final-Issue monitoring report, along with relevant documents/certificatesto be submitted to SEBJ within tile stipulated time in consultation with the Issuer and the LeadManager, and shall ensure that such reports are based on authentic and val.id documentationreceived from the SCSBs, the Escrow Collection Bank(s), the Refw1d Bank(s) and tile collectioncentres;

(kkk) The Registrar also agrees to maintain records as per SEBI RTA Regulations, provided that the Registrar shall maintain all the records for at least eight (8) years.

8. The Regist1·ar shall institute R-WAP in a timely manner to allow Eligible Shareholders to apply in theIssue in the electronic mode, including shareholders holding equity shares in physical mode and providedthe demat details in appropriate time before Issue Closing Date. Further, without prejudice to theprovisions of this Agreement, the Registrar shall:

(i) Ensure that functioning ofR-WAP i� in compliance with the Applicable Laws, including the SEBICircular SEBI/HO/CFD/DlL2fCIR/P/2020/78 dated May 6, 2020 read with SEBI circularSEBL/HO/CFD/DTL 1/CrR/P/2020/136 dated July 24, 2020 and SEBI circularSEBI/HO/CFD/DILI/CIR/P/2021/13 dated January 19, 2021.

(ii) Ensure that facility to pay through internet banldng or UPI is available at R-WAP for payment ofApplication Money.

(iii) Upload the requisite informatioo1 on tile Stock Exchangc3' system, if and as required by the StockExchanges.

(iv) Ensure that payment amount is co:lected in a s.:parate escrow account opened with a scheduledr.ommcrcial bank registered with SEBI as a banker to tile issue.

(v) Assist in preparation and o;,erntiun of frequently askrd questions, online dedicated investorhelpdesk, and helpline number to guide investors in gaining familiarity the application process andresolve difficulties faced by investors on priority basis.

(vi) Ensuring all adequats: steps are taken to disseminate the Letter of Offer, Abridged Letter of Offer,application forms of the Issue to the shareholders through means such as ordinary post or SMS oraudio-visual advertisement on television or <iigital ad\'ertisement, etc.

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(vii) Assisting the Issuer in handling investor complaints with respect to the amendments in the Is.sueprocess introduced by the SEBI Rights Issue Circulars.

(viii) Resolve difficulties faced by investors on priority basis in Application Process.

(ix) Be responsible for redressal of all investor complaints arising out of/in relation to Applicationsmade through the R-W AP process.

(x) En.sure that R-WAP facility is a non-cash mechanism, in accordance with the SEBI circularSEBL'HO/CFD/DIL2/ClR/P/2020/78 dated May 6, 2020 read with SEBI circularSEBl/HO/CFD/DILI/CTR/P/2020/136 dated July 24, 2020 and SEBI circularSEBI/HO/CFD/DILI/CIR/P/2021/13 dated January 19, 2021.

(xi) Ensure that proper declaration on third party payments is obtained in respect of any Application onR-\VAP.

(xii) Ensure transparency, fairness and integrity in the functioning and operation of the R-WAP facility;

(xiii) Ensure (and assist the Company and the Lead Manager) in compliance of the SEBI circularSEBI/HO/CFD/DJL2/CIR/P/2020/78 dated May 6, 2020 read with SEBJ circularSEBI/HO/CFD/DlLJ /CIR/P/2020/136 dated July 24, 2020 and SEBI circularSEBI/HO/CFD/DlL 1/CIR/P/2021/1.3 dated January 19, 2021.

(xiv) Ensure compliance with the provisions of this Agreement which shall m11tatis mutandis apply to R­WAP, for an Application to be compliant with Applicable Laws.

(xv) lmplement all checks and balances on R-WAP, for an Application to be compliant with ApplicableLaws and verify that Application is made through 1 n vest ors' own bank account, through the latestbeneficial position data of our Company containing Investor's bank account details, beneficiaryaccount details provided to the depository, penny drop, fuzzy cheque process, cancelled chequeafter oftl ine background check and such other industry accepted and tested methods for on linepayment.

9. The registrar shall provide all assistance in formulating and implementing any plan or any additionalmeasures to be taken due to the impact of COVID-19 pandemic and lockdown on the Issue relatedactivities, to ensure that the tirnelines and other requirements prescribed under the Applicable Laws andSEBI circular SEBI/HO/CFD/DJL2/CIR/P/2020/78 dated May 6, 2020 read with SEBI circularSEBI/HO/CFD/DCLI/CIR/P/2020/136 dated July 24, 2020 and SEBl c.ircularSEBI/HO/CFD/DILl/CIR/P/2021/13 dated January 19, 2021 and as agreed by the Company are met.

I 0. The Registrar shall not hand over any Application Form or other documents / records pe.rtaining to the Issue to any other person, except to the Lead Manager and the Stock Exchanges, subject to the Registrar having provided prior notice of such disclosure to the issuer, until tbe completion of dispatch of Allotment letters, refund intimations etc. Tbe Issuer agrees that the Issuer and the Lead Manager wiU have access to all the Applications/ documents/ records pertaining to the Issue at the office of the Registrar until completion of the Issue related work mentioned herein.

11. The Registrar and its officers, employees and agents shall not, either during the term of, or before or afterthe termination of its appointment hereunder., divulge to any third party any confidential informationabout the Issuer or the Issue, which comes to its knowledge pursuant to its appointment hereunder, exceptto the Lead Manager. The Registrar may have to provide certain information regarding the Investors,including ASBA Investors, as may be required under any legislation or regulation to certain statutoryand regulatory authorities including, without limitation, income tax authorities, and the Partiesacknowledge that providing such information strictly for such purpose shall not be in violation of theterms of this Agreement. However, the Registrar shall give prior intimation to the Issuer or the LeadManager before provid.iog such information so as to enable the Lead Manager to obtain appropriateinjunctive or other relief to prevent such disclosure.

The Registrar wiU handle the Assignment from its offic.e situated at Link lntime India Pvt Ltd, C-10 I, I st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India wbic.h

for Bannari Amman Spinning Mills Limited 14

have been declared to SEBI and approved by it for carrying on its activities. The Addresses of such offices shall be printed in all relevant stationaries penaining to the said Issue.

12. The Registrar shall provide accurately and in a timely manner, all information to be provided by it underthis Agreement and Applicable Laws, or as may be required by the Company and the Lead Manager, loensure proper Allotment of the Rights Equity Shares, dispatch/ email of instructions to SCSBs to unblockthe bank accounts of the ASBA applicants and dispatch / email of allotment cum refund intimation andinstructions to Banker(s) to the Issue. The Registrar shall be responsible for the correctness and validityof the infonnation relating to any Refunds required to be made that has been provided by the Registrarto the Bankcr(s) to the Issue, including any of their correspondent banks.

Provided that the Registrar shall issue instructions to SCSBs and Banker(s) to the Issue within one (I )working day from approval of Basis of Allotment, with the Designated Stock Exchange for transferringApplication Money to the extent of Allotment to the Issuer's account.

13. The Registrar shall ensure compliance with all Applicable Laws including provisions of (i) the SEBJci.rcular no. SEBI/CFD/DITJ31/2008/30n dated July 30, 2008, (ii) SEBI circular no.CfR/CFD/011./3/2010 dated April 22, 2010, (iii) the SEBI circular no.CIR/CFD/DIUl/2011 dated April29, 2011, (iv) SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, (v) the SEBI circular no.CIR/CFO/DlL/4/2013 dated January 23, 2013, (vi) the SEBI circular SEBI/HO/CFD/D1L2/CTR/P/2020/13 dated January 22, 2020; (vii) SEBI circular SEBl/HO/CFD/CIR/CFD/DI.L/67/2020 dated April 21, 2020, (viii) the SEBI circular SEBI/HO/CFD/DIU/Cffi/P/2020n8 dated May 6, 2020 read with SEBJ circular SEBI/HO/CFD/DIL I/CIR/P/2020/136 dated July 24, 2020 and SEBf circular SEBI/HO/CFD/DJL I/CIR/P/2021/13 dated January 19, 2021; and (ix) various other circulars issued by SES! from time to time, to the extent applicable.

14. The Registrar undenakes that it shall not generally and panicularly in respect of any dealings in theRights Equity Shares of the Company, be party to:

(a) creation of false market;

(b) price rigging or manipulation;

(c) passing of unpublished price sensitive information to any third party, including withoutlimitation, brokers, members of the stock exchanges and other intermediaries in the securitiesmarket or taking of any other action which is not in the interest of the investors; and

(d) neither it nor any of its directors, partners or managers having the management of the whole orsubstantially the whole of the affairs of their business shall either on their respective accountsor through their associates or family members, relatives or friends, indulge in any insidertrading.

15. The Registrar shall ensure that:

(a) The enquiries and complaints from applicants, shareholders and Renouncees, including ASBA andR-W AP applicants, are dealt with adequately and in a timely manner in accordance with applicablerules, regulations and guidelines;

(b) The Registrar has a proper system to track, address and redress investor complaints;

(c) Adequate steps are taken for proper allocation and Allotment of Rights Equity Shares and refund ofApplication Money without delay as per Applicable Laws;

(d) All responsibilities are undertaken for any reach out made to shareholders holding Equity Share inphysical mode, getting their dcmat account details, credit Rights Entitlements 10 the relevantsuspense accounts, as may be required, any Rights Entitlements related matters, or matters in relationto making applications or Allotment in the issue;

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(e) The information furnished to the SCSBs in discharging responsibility under Lhe ASBA process incorrect and val id; and

(t) Demographic details provided by the Eligible Equity Shareholders or other investors in theApplication Forms shall not be used by it for any purpose other than in relation to the Issue.

16. The Regisb·ar shall act as a nodal agency for redressing complaints of investors, including providingguidance to ASBA and R-WAP investors regarding approaching the SCSB concerned or with respect toproviding fami(jarity with the Application process or wilh respect to guidauc-e on the procedural aspectswith respect to the Issue.

17. The Registrar shall extend all nec?ssary �upport to Lhe Company, the Lead Manager and the SCSBs asmay be required for the smooth and speedy fimctioning of the ASBA and R-W AP process and the processprescribed under SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/l 3, dated January 22, 2020 and SEBlcircular SEBI/HO/CFD/DIL2CIR/P/2020/78 dated May 6, 2020 read with SEBI circularSEBJ/HO/CFD/DILJ/ClR/Pf2020/136 dated July 24, 2020 and SEBI circularSEB I/HO/CFO/DI LI /CIR/P/2021113 dated January 19, 2021.

18. The Company shall make available in advance to Lhe Registrar, requisite funds for postage, mailingcharges for dispatching Abridged Letter of Offer and Application Fonn and the Company shall bere.sponsible for any delay on this account. In addition, the Company shall make available in advance tothe Registrar requisite fonds for postage mailing charges for dispatching of allotment letters, allotmentadvice, refund iutimations et cetera seven days from the Issue Closing Date and the Issuer shall beresponsible for any delay on this account, if proposed to be dispatched in printed form. Further, theCompany shall provide adequate support to the Registrar to ensure compliance of R-WAP with SEBlcircular SEBJ/HO/CFD/DIL2CIR/PJ2020/78 dated May 6, 2020 read with SEBI. circularSEBI/HO/CFD/DIL!/CJR/P/2020/136 dated July 24, 2020 and SEBI circularSEBI/HO/CFD/DJLI/CIR/P/2021/13 dated January 19, 2021.

19. The Registrar will extend all facilities to complete Allotment process smoothly and speedily. TheCompany shall also extend necessary help to the Registrar in such. matter.

20. The Company agrees that it shall make available tbe relevant master data, both in physical and electronicform as on the Record Date, signature data I card, details of all stop transfer cases etc. and all such details,physical records and electronic data, that may be required as and when the same are called for from theRegistrar.

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The Company agrees to extend support by uploading the corporate action tiles and executing Auto corporate actions as given/advised by the Registrar to the issue, for crediting of RightS Entitlement, for crediting of shares allotted pursuant lo the basis of allotment and for extinguislunent of lapsed REs. The Company also agrees lo carry out name verification in the NSDL & CDSL system and download beneficiary demographic details for the application data as provided by the Registrar to issue and share the output file wiLh the Registrar.

The parties lo this Agreement agree that formats of all reports, statements, and other documents shall be in coofo1mity with the standard designs and formats as approved by the Desit{nated Stock Exchange for the Issue.

The Registrar shall be required to inform the Company and 1.he Lead Manager within 24 hours from receipt of any complaints of tbe investors and redress complaints of the investors (including ASBA applicant complaints) within 48 hours from the receipt of the complaint during the currency of this Agreement and continue to do so during the period il is required to maintain records under the SEBL RT A Regulations and upon the request of the Registrar, the Issuer shall extend necessary cooperation to the Registrar for it to comply with such regulations. The Registrar shall provide a status report of investor complaints on a fortnighlly basis to the Issuer and the Lead Manager. Similar status repons should also be provided lo the Issuer as and when required.

The Registrar and the Issuer agree that the fees and charges payable to the Registrar are for band ling the Assignment and shall be as mutually decided.

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24. Term and Termination

(i) This Agreement shall be effective from 11.3.2021 (the "Effective Date") and shall be valid untilterminated as per the terms of tr.is Agreement.

(ii) The Company shall be entitled to terminate this agreement in the event the Registrar's Certificateof Registration is suspended/ cancelled or SEBI or any other regulatory, statutory, judicial and/oradministrative authority debars the Registrar from carrying on its activities. In such an event, theRegistrar shall duly compensate the Company for any loss suffered by the Company due to thecancellation / suspension of the certificate of registration of the Regisn-ar by SEBI or any otherauthority. For avoidance of doubt, in the event of the Company in consultation with the LeadManager decides not to proceed with the said Issue at any time for any reason, the Agreement shallbe terminated without any requirement or liability of the Company to make any payment to theRegistrar.

(iii) The Company may terminate this Agreement with or without r.ause, upon seven days' notice to theRegistrar of its intention to terminate the Agreemenl. Should the Agreement be terminated, theRegistrar shall be entitled 10 only such expenses as are actually incurred until the date of suchtermination. However, the Registrar shall continue to be responsible for this Agreement untiltermination of this Agreement.

(iv) The Parties may mutually tenuinate this Agreement, under consultation to the Lead Manager, upongivbg 30 days' notice to the other.

(v) The termination under this agreement shall be effective only when the new registrar is appointedfor the Issue on the terms and conditions similar to the terms agreed upon herein and appropriatehandover of data from th13 Registrar to -the new registrar is carried out subject 10 fulfilling the[equirements as may be prescribed by SEBI.

25. If ever this Agreement is terminated. then it shall be the duty of the Registrar to extend all such supportas may be required by the Issuer, the Lead Manager or the newly appointed registrar to the Issue towardstaking over duties and responsibilities as the new registrar to th:: is�ue. ln this case, the registrar will haveto hand over the records/ data and all related documents which are in its possession to the new registrarwithin 03 days oftenninatkm of agreement, subject to any settlement of dues pertaining to the registrar.However, the Registrar shall continue to be responsible for the Assignment until the termination of thisAgreement. Notwithstanding the termination of this Agreement, the Registrar shall be responsible toprovide the R-W AP facility as may be requested by the Company in its sole discretion, upon a mutuallyagreed fee.

26. Should there be a major change in the date of opening of the Issue from the date indicated by the Issuerin consultation with the Lead Manager, from time to time, or in the event of a complete collapse ordislocation of business in the financial markets of the country due to war, insurrection or any otherserious, sustained, political or iodustrial disturbance or in any other event caused by force majeure, asmay be mutually agreed to between the Parties, any of the Parties may terminate this Agreement withmutual consent before opening of the Issue and/or re-negotiate the Agreement. However, the Registrarshall co11tinue to be responsible ror the a,signment until the new registrar takes over the duties and responsibilities of1he Registrar. Provided tha1, without prior consent of the Company, the Registrar shallnot withdraw from the Issue or re-negotiate this Agreement due 10 pandemic and any cons'equentrestrictions/ lo.:kdown and any change of circumstances t.liereof.

27. The Registrar's responsibility under this Agreement will be restricted to the duties of the Registrar asagreed to herein and the Registrar will not be in any way construed to be an agent of the Jssuer in anyother business of the Issuer in any manner whaL5oever.

28. Events of Indemnity and Limitation or Liability

(i) Tbe Registrar shall act witb due diligence, care and skill, while discharging its functions, performingits duti.es and fulfilling its obligations under the tem1s and conditions set out herein and theAssignment. However, the Registrar shall indemnify and hold harmless the Company and itsaffiliates, officers, directors, advisors, successors, emp!oyees and agents and the Lead Manager

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1.\'K7-,

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(collectively "Indemnified rarty") at all times from and against all complaints in connection with R-WAP (iucluding from investors or any regulatory authority), suits, claims, actions, losses,damages, penalties, cos1s, charges, expenses, notices, interest due to delay in refunding the amountand demands which may be made or initiated against the Company, by the Eligible EquityShareholders for the Rights Equity Shares (including ASBA aod R-W AP applicants), any holder ofthe securities issued or any third party as a consequence of any act or omission of or any failure,deficiency, negligence or error on the part of the Registrar any of its directors, officers, employeesor agents in performing the Assignment under the Agreement. Further, the Registrar shaU be directlyresponsible to and shall indemnify and keep indemnified the Indemnified Party for any liabilityarising out of such error or failure oflhe Registrar's duties, obligations, responsibilities and servicesin connection with the Assignments. The Registrar shall further indemnify and refund all costsincurred by the Ludemnified Parties, in addre.ssing investor complaints which otherwise would havebeen addressed by the Registrar in tbe performance of the services contemplated under thisAgreement and in responding to queries relating to such services from SEBJ and/or the StockExchanges and/or any other statutory or regulatory authority or a court of Law. However, theRegistrar shall not be liable for any indirect or consequential loss caused to the Lead Manager andthe Company due to error or omission committed solely by a party other than the Registrar, andwhere the Registrar has not acted negligently or committed an act of willful misconduct.

(ii) Lrrespective of anything under this Agreement and as part of any document executed by and an.cl/orbetween the Parties, the total liability of the Registrar shall not exceed the foes received by theRegistrar under this Agreement.

(iii) The Registrar also undertakes to immediately, on the date of this Agreement; enter into a letter ofindemnity (''Letter of Indemnity") in tl:e format set out in Sched ulc HT with the Lead Manager.The Registrar acknowledges and agrees that entering into this Agreement for performing its dutiesand responsibilities is sufficient consideration for issuing the Letter of Indemnity in favour nf theLead Manager.

29. l.n an event of default of any of the duties and responsibilities of the Registrar herein or any error in theservices rendered by the Registrar, the Registrar shalJ ensure that the Registrar will take all measw·es atits own cost to rectify such ddaults and the Registrar shall be directly responsible for any liability arisingout of such error or failure to deliver the services contemplated in this Agreement. The Registrarundertakes that in the event that there is any order or any injunction issued by any court or authority,against the Registrar, then they shall within three (3) working days upon being instructed by the Issuer;rransfer all the documents in their possession including shares, to any other registrar/depositary asinstructed by the Issuer and/or SE-81.

30. Any notice communication or documents to be given to the Parties may be given by personal delivery,registered/speed post, email. The notice, communica1ion or document shall be deemed to have beenserved upon the Party to whom it is given if given by personal delivery when so delivered, if given bypost on expiration of three (3) days after it has been delivered to the post office for onward dispatch andif given by email upon transmission thereof. Provided that, any notice etc., given by email shall beconfirmed in writing. All notices to the Parties shall be addressed as under:

If to the Company:

BANNARI AMMAN SPCNNING M.ILLS LLMlTED 252, Mettupalayam Road, Coimbatore - 641 043, Tamil Nadu, India Telephone : 0422-2435555 E-mail : shares@bannarimills.com Attention : N Krishnaraj, Company Secretary

For Bannari Amman Spinning Mills limited

18

...

TI to the Registrar:

LINK INTIME INDIA PVT LTD

C-I0 l, 1st Floor, 247 Park, L.B.S. MargVikhroli (West)Mumbai 400 083Maharashtra, TndiaTel: +91 224918 6000E-ma.il: haresb.hinduja@Jinkintime.co.inAttention: Har.:sh Hinduja

. . ...

A notice shall not be deemed to have been served if it is sent to an address different from the address specified above. Any change in the above sl1all be intimated by the Pany concerned to the other Party and such change !.hall be effective from five business days thereafter or such later date as may be specified by the Party whose address/contact details are changed.

31. Tile Registrar and the Issuer agree that non-compliance of any of the covenants contained herein by theRegistrar shall be reported to the Lead Manager immediately and to S EB I within seven days, by theCompany in consultation with the Lead Manager.

32. The Registrar may have to provide certain information regarding the Eligible Shareholders as may berequired under any legislation or regulation to certain statutory and regulatory authorities including,without limitation, income tax authorities, and the Parties acknowledge that providing such informationstrictly for such purpose shall not be in violation of the terms of this Agreement. The Registrar agreesthat the Company will be infonned of such requisition notice and the Registrar shall seek the Company'sapp1 oval before sharing any information.

33. In 1.he event of a breach by any Party, the defaulting Party shall have the right to cw·e such breach withina period of 10 days of receipt of written notice of such breach by the non-defauJting Party. In the eventthat (i) such breach is not cured by the defaulting Party within ihe aforesaid period, (ii) any dispute ordifference ar.ises between the Parties hereto as regards the validity and the interpretation of thisAgreement and which is not settled within 15 days through negotiations, then any Party may rerer thedispute for resolution to an arbitration tribunal consisting of three arbitrators (one to be appointed by theCompany, one by the Registrar and the· two· arbitrr.tors so appointed will jointly appoint tl1e thirdarbitrator). All proceedings in any such arbitration shall be conducted under the Arbitration andConciliation Act, 1996 as amended and shall be cooductecl in English. The Arbitration shall take placein Mumbai. Unless the arbitral tribunal directs otherwise, the Parties shall bear their respective costs inrelation to the arhitral proceedings. The arbitral award shall state tbe reasons on which it is based. Thearbitral award shall be final and binding on the Parties and shall be subject to enforcement in any courtof competent jurisdiction.

34. The Agreement shall be governed by and construed in accordance with the laws of India, withoutreference to its conflict of laws and rules and with subject to the sole and exclusive jurisdiction if thecourts of Mumbai, India.

35. Neither Pa1ty shall be entitled to assign any of its rights, duties, or obligations herem,der without theprior written consent of the other.

36. Unless rerminated earlier in accordance with its terms. this agreement shall be valid until the expiry ofone year from the date of closing of the Issue, provided that Clauses 29 (Events of indemnity andLimitation of liability), 30 (Defm,lt by the Registrar), 32 (Reporting of non-compliance by any Party ofany ofrhe covenants to SEBJ), 33 (Supply of infonnation by the Registrar), 34 (Dispute Resolution) andthis Clause shall survive the termination of this Agreement. On expiry or termination of this Agreement,all documents, other information and data which are in the possession or custody of the Registrar shallbe handed over to the Issuer within period of 15 day� from date of termination.

37. If any provision(s) of this Agreement is held to be prohibited by or invalid under any Applicable Law or

become5 inoperative as a result of a change in circumstances, such provision(s) shall be ineffective onlyto the ex'tent of such prohibition or invalidity or inoperatiwness, wid1out invalidating the remainingprovisions of this Agreement. 111e Registrar acknowledges and agrees that pandemic and anyconsequential restrictions/ lockdown shall not be construed change in circum�tances.

For Bannari Amman Spinning Mills Limited 19

38. This Agreement may be executed in separate counterparts, each of which wl,en so executed and deliveredshall be deemed to be an original, but all such counterparts shall constitute one and the same instrument.

The signature page forms u11 i11tegral part of tile Registrar Agreement e.rec11ted by a11d between BANNARJ AlnM.AN SPINNING MILLS LIMITED and LINK INTTME IND/A PVT LTD

IN WITNESS WHEREOF the Parties hereunto have set their hands on the date hcreinabove written:

For 11"ncl on beha\r of BANNARI Al'1MAN I! For and on behalf or the LINK INTTME INDIA I

SPINNlNG MILLSLrMITF.D PVT LTD

am

. , , ging Director

Witnessed by:

]{. JJSKt-1¥/lc.J

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I Witnessed by

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2

3

5

6

7 8

9

10

11

12

2.

3. 4.

5.

6.

·-

'$,. �- SCHEDULE I ' ,.y '

Finalisation of Bankers to Issue, list of branches, controlling and collecting branches.

Design of Application Form, Rights Entitlement Letter, Abridged Letter of Offer, Plain Paper Application, Company schedule, pre­

rinted stationer . Preparing and issuing detailed instructions on procedure to be followed b rollectin and controllin branches incl. SCSBs). Arranging, dispatch of application schedule for listing of applications to collectin and controllin branches.

Registrar/ Issuer m consultation with the Lead Mana er Registrar/ consultation Mana er Registrar

Registrar

Issuer

Issuer in with the Lead

Pa =.:.F.;.om;.:;;:.1 .::&:..L:=.O;:::..:..F_-cc-___ -+.:.:ls"'s.:;;.

ue;;.;cr ________ 4Creation of Rights Offer Master and Over Printing Rights Entitlement Registrar

Letter Obtaining the exjsting data on a magnetic media/ other storage device for calculation of ri hts entitlement Crediting the Rights Entitlements (REs) in the special !SIN created for that purpose and taking necessary steps for cancolling/extlnguished of the same at appropriate time Credit/transfer of REs in dernat account of physical shareholders who have provided demat account details Credit of REs in demat suspense account of a) Equity Shares held in a clemar suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares beld in the account of IEPF aµthority; or (c) the dcmat accounts of the Eligible Shareholder wb.ich are frozen or details of which are unavailable with the Company or with the Re istrar on the Record Date;

Design and operationalize the R-WAP in sync with stock exchange bidding system R-WAP has been enabled to support the non-ASBA Application,including complete linkage with payment gateway provider, andbanking systemCo-oridnation with Stock Exchange on finalizing approach and filefom1at for sharing periodic bid file for application uploaded throughR-WAP

-'f8StTE!WOPrinting and dispatch of Application Form/ Letter of Offer I AbridgedLOF i Ri bts Entitlement Letter to Eli0ible ShareholdersAcceptance and processing of applications al designated collectioncentres in the manner rescribed under the SEBI Re ulations

Uploading the requisite information on stock exchange's system in res ect of R-W AP I ication thereat Collecting of rhe paymeni amount in �eparate escrow account opened b the Issuer for rhe a lication dirou b R-WAP rocess Verifitation of the Application uploaded on R-\VAP in compliance with the SEBl circular SEBJ/HO/CFD/DIL2/CrR/P/2020/78 dated May 6, 2020 r�ad with SEBI circular SEBJ/HO/CFO/DILI/CIR/P/2020/L36 d4ted July 24, 2020 and SEBI circular SEBJ/HO/CFD/DrL I/CIRIP/202 J/ 13 da:e.:I Janua · 19, 2021

Registrar

Registrar / Issuer

Re istrar Registrar

Registrar

Registrar

Reaistrar Registrar

Registrar

Registrar

7. Ohtainino details of R.Es as on issue closin« date Re istrar/lssuer 8. Collection of daily figures frum R-WAP/ SCSBs. Informing the Registrar

SCSBs about Ecrrors if an , in th� !>id details aloou with an advice to For Bannari Amman Spinning Mills Limited 21

9. 10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29. 30.

31.

32.

33.

34.

35.

36.

send rectified data within soecified date Receivine. and orocessing plain paoer annlications Expediti11g dispatch of applications, final certificate to the controlling branches ofBankers to the Issue/ SCSBs. Collection of applications along with final certificate and schedule oa11es from controlling branches of c Banke.rs to the Issue.

Registrar Registrar

Registrar

Registrar Jnfonning Stock Exchanges/SEBI an<l providing necessary certificates to Lead Mana11er on closure of Issue .

.:...;.;=.:::....:....:::..:....:..::::;::..:.:. ___________ 4-__________ --1 Scrutiny of application received from bankers to the Issue and Registrar verification of siu.nature of rcnouncers. Numb::ring of applications and Company scbedu.les and batching them for control oumo5es. Trauscribing information from documents to magnetic media for comnuter nn)cessing. Reconciliation of number of applications, secunties applied and money received with final certificate received from Bankers to the Issue / SCSBs. Identify and reject applications of technical faults/rejections and duplicate app Ii cations in accordance wilh rhe ternis in the I ssuc Documents. Preparing statement for deciding Basis of Allotment by Lhe Issuer in consultation with the Desi!?!lated Stock Exchana:e. Finalising Basis of Allotment for approval by the Designated Stock Exchange.

Seeking extension of time from SEBI/Miaistry of Finance (Stock Exchange Division), if Allotment cannot be made within stipu.lated time. Allotment of shares on the formula devised bv Stock Exchanees. Obtaining ctrtificate from auditors that the Allotment has been made as oer the basis of Allotment. Upload of shares into depository system of shareholders, tio!din!!./ootinrr for dematerialized mode Preparing Ii.st of Allonces and non-Allottees as per the .Basis of Allotment anr,roved bv the Msi!!llated stock exchan!!e Preparation of All�tmeul register cum return statement, register of members, index rer>istcr. P.rinttng / overprinting covering letters for refunding application monev, orintim! / overorintiM, of Allotment letter cum r�fuud order. Printing postal journal for dispatching Allotment letters and refund orders bv re!!istcred/soeed post. Preparation of distribution schedule / Shareholding Pattern for submission 10 Stock Exchanges. Preoarin!! reiristcr of member. Binding of application forms, application schedule and computer outnuts. Payment of consolidated stamp duty on Allotment letters. lssi1e of duplicate refund order.

Revalidation of refund orders

Handling investor grievances received through phone, email, fax, letter or anv other mode and ensurine: settlement of all investor comnlaints

Provision of d.ispatch confirmation certificate to the fssuer/ Lead Mana!!er Providing all relevant repo11s for listing, trading of Equity Shares within the timeli11es mentioned in the Issue .Documents, in consultation

Registrar

Registrar

Registrar

Regi&trnr

Registrar

Registrar/ consultation Mana2er Issuer

Re2istrar Issuer

Issuer in with the Lead

Registrar/Issuer

Registrar

Registrar

Registrar

Registrar

Registrar

Registrar Registrar

Issuer Registrar

Registrar

Registrar / issuer

Registrar

Registrar

For Bannari Amman Spinning Mills limited 22

37.

38.

39.

Finalising various post-Issue monitoring rcpons, aloag with relevant Registrar certificates/documents, in consultation with the Lead Manager and the Issuer, for submission to SEBI within the sti ulated time

Issue of certificates and providing required details, for submission to Registrar SEBI/Stock Exchanges/auditors in relation to release of security de osit of the Issuer Preparation of return of Allotment to be filed with the RoC and any Registrar other re

--�---------------�----------�

For Bannari Amman Spinning Mills Limited

23

LINKlntime Link lntime India Pvt. Ltd. CIN: U67190MH1999PTC118368 C-101, 247 Park, L. a. S. Marg,Vikhroll (West}, Mumbai - 400 083 .Tel.: +91224918 6000

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Fax: +91 22 4918 6060E-mail : mumbai@linkinlime.co.inWebsite : www.linkintlme.co.ln

REO.la"'TRARS TO AN ISSUE Ano

SHA.ti£ lMANSJCA AGLNTS

SECURITIES ANE> EXGHANGE BOARD OF INDIA

[f-vf'!-dilw.rt �mt� �1 �- 1993 (Rcgfstrnrs 10 an Issue and Share lransler agents) Re.9ulation,. 1993

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Part or Link Group I Corporate MarkelS

LINKlntime Link lntime India Pvt. Ltd. CIN: U67190MH1999PTC118368 C-101, 247 Park, L. 8. S. Marg,Vil<hroll (West), Mumbai - 400 083. Tel. : +9 ·1 22 4918 6000

•

Annexure B

Fax: +91 22 4918 60&0 E-mail : mumbai@linkintime.co.lnWebsite : www.linklntlme.co.ln

We hereby confirm that as on date the following details in relation to our· registration with the Seeurilies and Exchange Board of India as a Registrar 10 Issue and share Transfer Agents is true and correct:

INR000Q040§8 15.o7.2014N.A.

N.A.

None

None None Permanent Registration/ 05.05.2023

Part of Unk Group I Corporata Markels