Indorient

Financi af Services Limited

August 21, 2023

To,
National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex, Bandra (East),
Mumbai-400051

DUE DILIGENCE CERTIFICATE

DEAR SIR/MADAM,

SUB: PROPOSED INITIAL PUBLICOFFER OF EQUITY SHARES OF CANARYS AUTOMATIONS LIMITED

WE, THE BOOK RUNNING LEAD MANAGER TO THE ABOVE-MENTIONED FORTHCOMING ISSUE
STATE AND CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION,

INCLUDINGCOMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.
AND OTHER MATERIAL WHILE FINALISING THE DRAFT RED HERRING PROSPECTUS OF THE
SUBJECT ISSUE.
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2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS
AND OTHER OFFICERS,OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS
CONCERNING THE ORJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE
DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

a. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE NATIONAL STOCK EXCHANGE OF INDIA
LIMITED ("EXCHANGE") IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERs
RELEVANT TO THE ISSUE;

b. ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS SPECIFIED BY THE SECURITIES
EXCHANGE BOARD OF INDIA ("BOARD"), THE CENTRAL GOVERNMENT AND ANY OTHER
COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C. THE MATERIAL DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE
INVESTMENT IN THE PROPOSED ISSUE AND SUCHDISCLOSURES ARE IN ACCORDANCE WITH THE
REQUIREMENTS OF THE COMPANIES ACT, 2013, THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 AND OTHER
APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED
HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH
REGISTRATION IS VALID.

Indorient Financial Services Limited

SEBI Registered Merchant Banker |SEBIRegn No. INMO00012661
Registered office: Suite No. 116, First Floor, New Delhi House, 27 Barakhamba Road, New Delhi - 110 001,India
Corporate office: A/501,Rustomjee Central Park, Executive Spaces, Andheri Kurla Road, Chakala, Mumbai- 400093.
Maharashtra, India Email: wecareQindorient.in | www.indorient.in | [CIN U67190DL1993PLcO52085
 Indorient
Financial Services Limited
4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFILL
THEIR UNDERWRITING COMMITMENTS - NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HASBEEN OBTAINED FORINCLUSION

OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS' cONTRIBUTION SUBJECT TO LOCK- IN
AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS' CONTRIBUTION
SUBJECT TO LOCK IN SHALL NOT BE DISPOSED /SOLD /TRANSFERRED BY THE PROMOTERS
DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING
PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS
STATED IN THE DRAFT RED HERRING PROSPECTUs.

6. WE CERTIFY THAT REGULATION 237 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, WHICH RELATES TO
SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS
BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITHTHE
SAIDREGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.

7. WE UNDERTAKE THAT SUB-REGULATION (2) OF REGULATION 236 AND CLAUSE (C) AND (D) OF
SUB-REGULATION (9) OF REGULATION25 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 SHALL BE COMPLIED
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WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS'
CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE
UNDERTAKE THAT AUDITORS' CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE
SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS' CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED
COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF
THE PUBLIC ISSUE, NOT APPLICABLE

8. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT INA SEPARATE BANK ACCOUNT AS PER
THE PROVISIONS OF SUB-SECTION (3) OFSECTION 40 OF THE COMPANIES ACT, 2013 AND THAT
SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED
FROM ALL THE STOCK EXCHANGE MENTIONED IN THE DRAFT RED HERRING PROSPECTUS. WE
FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE
AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION - NOTED FOR COMPLIANCE
9. WE CERTIFY THAT THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF THE ISsUER FOR
WHICH THE FUNDS ARE BEING RAISED FALL WITHIN THE "MAIN ORJECTS" IN THE OBJECT CLAUSE
OF THE MEMORANDUM OF ASSOCIATION OR oTHER CHARTER OF THE ISSUER AND THAT THE
ACTIVITIES WHICH HAVE BEEN CARRIED IN THE LAST TEN YEARS ARE VALID IN TERMS OF THE
OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION.

10. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS:

Indorient Financial Services Limited

SEBI Registered Merchant Banker | SEBI Regn No. INMO00012661
Reaistered office: Suite No. 116, First Floor, New Delhi House, 27 Barakhamba Road, New Delhi - 110 001, India
Corporate office: A501, Rustomjee Central Park, Executive Spaces, Andheri Kurla Road, Chakala, Mumbai -400093,
Maharashtra, India Email: [email protected]|www.indorient. in | [CIN U67190DL1993PLCO52085
 Indorient
Financial Services Limited
AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE
DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND
b. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND
ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

11, WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMSOF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITALAND DISCLOSURE
REQUIREMENTS)REGULATIONS, 2018 WHILE MAKING THE ISSUE. NOTED FOR COMPLIANCE.

WE ENCLOSE A NOTE EXPLAINING THE PROoCESS OF DUE DILIGENCE THAT HAS BEEN EXERCISED
BY US INCLUDING IN RELATION TO THE BUSINESS OF THE ISSUER, THE RISKS IN RELATION TO THE
BUSINESS, EXPERIENCE OF THE PROMOTERS AND THAT THE RELATED PARTY TRANSACTIONS
ENTERED INTO FOR THE PERIOD DISCLOSED IN THE OFFER DOCUMENT HAVE BEEN ENTERED INTO
BY THE ISSUER IN ACCORDANCE WITH APPLICABLE LAWS.

WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISECOMPLIANCE WITH THE APPLICABLE

PROVISIONS OF THE SECURITIES AND EXCHANGE ROARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, CONTAINING DETAILS SUCH AS THE
REGULATION NUMBER, ITS TEXT, THESTATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT
RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR
COMMENTS, IF ANY.
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ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY BOOK RUNNING LEAD
MANAGER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT
REGARDING SME EXCHANGE.

WE CONFIRM THAT:

1. NONE OF THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS HAVE BEEN
DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY

2. THE ABRIDGED PROSPECTUS CONTAINS ALL THE DISCLOSURES AS SPECIFIED IN THE SEcURITIES
AND EXCHANGE BOARD OF INDIA (1SSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018. - NOTED FOR COMPLIANCE

3. ALL THE MATERIAL DISCLOSURLS IN RESPECT OF THE ISSUER HAVE BEEN MADE IN DRAFT RED
HERRING PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE [SSUER OR
RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE
SPECIFIED SECURITIES OFFERED THROUGH THISs ISSUE SHALL BE INFORMED THROUGH PUBLIC
NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-1SSUE ADVERTISEMENT
AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN.
4, AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR DEMATERIALISATION OF
THE SPECIFIED SECURITIES OF THE ISSUER.

Indorient Financial Services Limited

SEBI Registered Merchant Banker | SEBI Regn No. INMO00012661
Reaistered office: Suite No. 116, First Floor, New Delhi House, 27 Barakhamba Road, New Delhi - 110 001., India
Corporate office: A/501, Rustomjee Central Park, Executive Spaces, Andheri Kurla Road, Chakala, Mumbai-400093.,
Maharashtra, India Email: [email protected] www.indorient.in |[CIN U67190DL1993PLCO52085)
 Indorient
Financial Services Limited
5. THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER REQUIREMENTS OF
REGULATION 260 AND 261 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, HAVE BEEN MADE. NOTED FOR
COMPLIANCE.

6. THE ISSUER HAS REDRESSED AT LEAST NINETY-FIVE PER CENT OF THE COMPLAINTS RECEIVED
FROM THE INVESTORS TILL THE END OF THE QUARTER IMMEDIATELY PRECEDING THE MONTH OF
THE FILING OF THE OFFER DOCUMENT WVITH THE REGISTRAR OF COMPANIES WITH THE SME
EXCHANGE. NOTED FOR COMPLIANCE.

Thanking you,
Yours Faithfully,
For Indorient Financial Services Limited

Name: Ivor Anil Misquith

Designation: Director
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DIN: 07025270

Indorient FinancialServices Limited

SEBIRegistered Merchant Banker |SEBI Regn No. INMO00012661
Reaistered office: Suite No. 116, First Floor, New Delhi House, 27 BarakhambaRoad, New Delhi - 110 001, India
Corporate office:A/501, Rustomjee Central Park, Executive Spaces, Andheri Kurla Road, Chakala, Mumbai - 400093,
Maharashtra, India Email: wecareQindorient.in | www.indorient. in | [CIN UG7190DL1993PLCO52085]
 Indorient
Financial Services Limited
NOTE ON THE PROCESS OF DUE DILIGENCE

Following detalils summarize our process of Due Diligence with respect to the proposed Initial
Public issue of Canarys Automations Limited ("ssuer") on SME Platform of National Stock
Exchange of India Limited ("NSE EMERGE"):

Current business background about the operational structure and the Business Strategy:
IIvor Misquith, Director of indorient Financial Services Limited (Book Running Lead Managertothe
issue) visited the Registered office of the lssuer Canarys Automations Limited at No. 566 &567, 2nd
Floor, 30th Main, Attimabbe Road, Banagirinagara, Banashankari 3rd Stage, Bengaluru -560085,
Karnataka, India.

1. Inspected the Office Infrastructure, Staffing Systems and Procedures etc. w.r.t, the Company's
business. Also examined various documents including those relating to litigations, approvals,
disputes with statutory authorities etc. and other material documents in connection with the
finalization of the Draft Red Herring Prospectus pertaining to the said issue.
2. Had discussions with the Board of Directors, KMP's including the support staff regarding the
business operations and related activities of the Company and gone through other documents
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I website in order to further understand the actual procedures of business.
We have disclosed the relevant details aboutthe issuer in the Section titled "Our Business" in the
Draft Red Herring Prospectus.

Risks Factors:

We have studied the factors related to Company operations. While risks are an inherent part of any
business, we have put forth the risk associated with the Company, its business operations and
compliance with laws and regulations. We believe this with reasonable certainty that almost all
material risks (which we are aware of and have been made aware of and have discovered during
our due diligence process) have been disclosed in the Draft Red Herring Prospectus under the head
"Risk Factors" We have further bifurcated the Risks into Risks pertaining to the Internal Risks of the
Company, Risks related to Equity shares and the Issue and External Risks.
Promoter's Background

The Promoters of theIssuer Company is:

a. MR. METIKURKE RAMASWAMY RAMAN SUBBARAO;

b. MR. DANAVADI KRISHNAMURTHY ARUN;
C MR. RAGHUCHANDRASHEKHARIAH;
d. MR. SHESHADRI YEDAVANAHALLI SRINIVAS;
e. MR. PUSHPARAJ SHETTY; and
f MR. NAGARAJU VINEETH

We have disclosed the relevant details about the Promoters and their experience in the Section

Indorient Financial Services Limited

SEBI Registered Merchant Banker |SEBI Regn No. INMOO0012661
Reaistered office: Suite No. 116, First Floor, New Delhi House, 27 Barakhamba Road, New Delhi - 110 001, India
Corporate office: A/501, Rustomjee Central Park, Executive Spaces, Andheri Kurla Road, Chakala, Mumbai -400093.
Maharashtra, India Email: wecare @indorient.in | www.indorient.in | [CIN US7190DL1993PLCO52085)
 Indorient
Financial Services Linited
titled "Our Promoters and Promoter Group" in the Draft Red Herring Prospectus.
The issuer has appointed Legal Sterling & Associates,as LegalAdvisors to the Issue to perform the
Due Diligence in all Legal aspects of the Company as well as its Promoters, Promoters' Group,
Promoter Group Company. Detailed Legal Due Diligence Report/ certificate on the legal matters
pertaining to the said persons and entities has been obtained from them.

COMPANY HISTORY AND TRACK RECORDS AND ETC:

1. We have interacted with the Statutory Auditor of the Company M/s. SURESH &CO., Chartered
Accountants, Bengaluru, Karnataka about the aspects of Finance and aspects relating to the
Audited &Restated FinancialStatements including related party transactions of the Company
for the financial years ended on March 31, 2023, 2022 and 2021.

2. We have had elaboratediscussions with the Legal Advisors to the Issue pertaining to the lssuer,
Promoter, Promoter Group, Directors and the Group Company.

3. We examined the MOA and AOA of the Company, relevant Board and Shareholder Resolutions
and all the erstwhile partnership deeds of the Company and confirmed that the issuer Company
is eligible to issue their sharesto publicthrough the SME IPO.
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4. Since Company is going public, the Company will take necessary steps to comply with the
Corporate Governance norms as per the requirement of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, listing agreement to be entered with National Stock Exchange
of India Limited and other Statutory Provisions. Consequently, the Company has already broad
based its Board with experienced and qualified Independent Directors and also formed the Audit
and other required committees withthe directors of the Company.
Further, we have cross checked all the material details as disclosed in Draft Red Herring Prospectus
and ensured that the same are in compliance with the SEBI (ICDR) Regulations, 2018 and any
amendments made to the same thereof. Kindly take note.

Thanking you,
Yours Faithfully,
For Indorient Financial Services Limited

Name: lvor Anil Misquith

Designation: Director
DIN: 07025270

Indorient Financial Services Limited

SEBI Registered Merchant Banker |SEBI Regn No. INMO00012661
Registered office: Suite No. 116,First Floor, New Delhi House, 27 Barakhamba Road, New Delhi - 110001. India
Corporate office: A/501,Rustomjee Central Park, Executive Spaces, Andheri Kurla Road, Chakala, Mumbai 400093.
Maharashtra, India Email: [email protected] | www.indorient. in|[CIN U67190DL1993PLCO52085]