1. Fund Manager

Fund Manager” includes fund managers of a mutual fund, alternative investment fund, venture capital fund or portfolio manager.

2. Merchant Banking, Investment Banking or Brokerage Services

Merchant Banking, Investment Banking or Brokerage Services includes:

1. i).Acting as an underwriter.
2. ii).Participating in the selling or offering of securities for an issuer or otherwise acting in furtherance of a public offer of the issuer.
3. iii).Acting as an adviser in a merger or acquisition.
4. iv).Providing or arranging venture capital, equity or debt.
5. v).Serving as a placement agent for an issuer or otherwise acting in furtherance of a private offering by the issuer.
6. vi).Offering brokerage or market- making services.

3. Price Target

Price Target means the expectations of the Research Analyst regarding the future performance of specific securities.

4. Public Appearance

“Public Appearance” means participation in a conference call, seminar, forum, including an interactive or non-interactive electronic forum, radio, television, internet, web or print-media broadcast, authorship of a print-media article or any other public-speaking activity through public media in which the Research Analyst makes a recommendation or offers an opinion concerning securities or a public offer.

It shall not include a password-protected webcast, conference call or similar event conducted with clients where all participants have previously received the research report or other documentation containing the required disclosures and where the Research Analyst appearing at the event corrects or updates any disclosure that has become inaccurate, misleading or no longer applicable.

5. Public Offer

“Public Offer” includes an initial public offer, further public offer, offer for sale, disinvestment, takeover, buy-back or delisting of securities.

6. Relative

“Relative” means a person defined under Section 2(77) of the Companies Act, 2013 who is financially dependent on the independent Research Analyst or an individual Research Analyst employed by the research entity.

7. Research Analyst

Research Analyst” means a person primarily responsible for:

1. Preparing or publishing the contents of a research report;
2. Providing a research report;
3. Making buy, sell or hold recommendations;
4. Making overweight or underweight recommendations;
5. Giving price targets; or offering an opinion concerning a public offer.

8. Research Entity

“Research Entity” means a Research Analyst or any other intermediary registered with SEBI that is also engaged in merchant banking, investment banking, brokerage services, underwriting services or similar activities and issues research reports or research analyses in its own name through individuals employed by it as Research Analysts. It also includes any other intermediary engaged in issuing research reports or research analyses.

9. Research Report

“Research Report” means any written or electronic communication that contains research analysis, a research recommendation or an opinion concerning securities or a public offer and provides a basis for an investment decision. It does not include the following communications:

1. Comments on general trends in the securities market;
2. Discussions concerning broad-based indices;
3. Commentaries on economic, political or market conditions;
4. Periodic reports or communications prepared for unit holders of mutual funds or alternative investment funds or for clients of portfolio managers and Investment Advisers;
5. Internal communications that are not provided to current or prospective clients;
6. Communications constituting offer documents or prospectuses circulated in accordance with regulations made by SEBI;
7. Statistical summaries of companies’ financial data;
8. Technical analysis relating to demand and supply in a sector or index;
9. Any other communication specified by SEBI from time to time.

3. DISCLOSURES IN RESEARCH REPORTS

The Research Analyst shall disclose all material information about itself in its research reports, including:

1. Business activities.
2. Disciplinary history.
3. Terms and conditions on which research reports are offered.
4. Details relating to ownership and material conflicts of interest.

The Research Analyst shall disclose:

1. Whether Rishab Kalyani, its associates or relatives have any financial interest in the subject company and, where applicable, the nature of such financial interest;
2. Whether Rishab Kalyani, its associates or relatives have actual or beneficial ownership of 1% or more of the securities of the subject company as at the end of the month immediately preceding the date of publication of the research report or the date of public appearance;
3. Details of actual or beneficial ownership of 1% or more of the securities of the subject company as at the end of the month immediately preceding the publication date or date of public appearance.
4. Details of any material conflict of interest existing at the time of publication of the research report or public appearance.
5. Details of compensation received by Rishab Kalyani or its associates from the subject company during the preceding 12 months.
6. Whether Rishab Kalyani or its associates managed or co-managed a public offering of the subject company during the preceding 12 months.
7. Whether Rishab Kalyani or its associates received compensation for investment-banking, merchant-banking or brokerage services from the subject company during the preceding 12 months.
8. Whether Rishab Kalyani or its associates received compensation for products or services other than those stated above from the subject company during the preceding 12 months.
9. Details of any compensation or other benefits received by Rishab Kalyani or its associates from the subject company or a third party in connection with the research report.
10. Whether Rishab Kalyani or its associates received any compensation from the subject company during the preceding 12 months.
11. Whether the subject company was a client of Rishab Kalyani during the 12 months preceding the distribution date of the research report and the nature of services provided.
12. Whether the Research Analyst served as an officer, director or employee of the subject company
13. Whether the Research Analyst was engaged in market-making activities in the securities of the subject company.
14. Any other disclosures in research reports or public appearances specified by SEBI under any other regulations.

The Research Analyst shall make the required disclosures concerning the receipt of compensation during a public appearance.

Research reports shall reflect factual information concerning the subject company and shall be based on reliable information.

The reports shall contain definitions of the terms used for making recommendations, and such terms shall be used consistently.

Where a research report contains a rating or price target for a period of at least one year, it shall include a graph showing the daily closing price of the relevant securities for the assigned period or for three years, whichever is shorter.

Research reports shall not be issued selectively in advance to internal trading personnel or to a particular client or group of clients before other clients entitled to receive the research report.

Where the Research Analyst appears in public media and makes a recommendation, the Research Analyst shall disclose its name, registration status and details of financial interest at the time of:

1. Making the recommendation.
2. Offering an opinion in a personal capacity.
3. Responding to questions from an audience or journalists in a personal capacity.
4. Communicating a research report or its substance through public media.

4. OTHER CONDITIONS

1. The Research Analyst shall possess the applicable NISM certification or any other certification for Research Analysts specified by SEBI.
2. The Research Analyst shall maintain and preserve the following records for a minimum period of five years:
3. Research recommendations provided.
4. Rationale for arriving at research recommendations.
5. Records of public appearances.
6. Rishab Kalyani shall immediately inform SEBI in writing if any information or particulars submitted to SEBI are subsequently found to be false or misleading in any material respect or where there is any change in the information already submitted.
7. Rishab Kalyani shall conduct an annual audit of compliance with the SEBI (Research Analysts) Regulations, 2014 through a member of the Institute of Chartered Accountants of India or the Institute of Company Secretaries of India.

Rishab Kalyani

SEBI-Registered Research Analyst

Registration No.: INH000027502