Appointment of monitoring agency

%u;'nf Duty Pald: €600 G0C2026K4479 Penalty : o 161473779 (o 2w ) Faalcon Concepts Limited : N75 Sector/Wa te;: \§ Haryana : Gurugram District 88**+40 H.No/Floor: 3rdfioor Sector/\Vard City/Village: Bangalore istrict:\ |Bangalore- Carnataka S 2N RN N The authenticity of this document can be verified by scanning this QrCode Through smart phone or on the websit FTE"’& A?“W’"\/) J’Y")(/l v U/V-J-/ur Mm:’fflfia Qf,(y\gr aoqmmfl' betwem Faalian Conecph Mwb‘tcl ond- Bckuwort 2“"\"‘44 Trdia Private Lf'wurf'u Agreement No : BWR/26-27/C/1239 Date: 03 Nov 2026 THIS MONITORING AGENCY AGREEMENT (THE "AGREEMENT") is entered into this 03 Nov 2026 at Bangalore by and among: FAALCON CONCEPTS LIMITEDa company incorporated under the provisions of the Companies Act, 2013, and having its registered office at N-75 GROUND FLOOR, MAYFIELD GARDEN, SECTOR51, GURUGRAL Gurugram, Haryana, 122018, (herein after referred to as the “Issuer” or the "Company”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the FIRST PART; BRICKWORK RATINGS INDIA PRIVATE LIMITED a company duly incorporated under the Companies Act, 1956, and having its registered office at 3@ Floor, Raj Alkaa Park, Kalena Agrahara, Bannerghatta Road, Bangalore-560076 in the capacity of monitoring agency appointed in terms of SEBI Regulations(as defined herein below) ("BWR", which expression shall, unless it is repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the SECOND PART. The Company and the Monitoring Agency are hereinafter individually referred to as a ‘Party” and collectively as “Parties”. WHEREAS: The relevant details are mentioned in AnnexurAe regarding the Issue type, approvals, board resolutions, lead manager and regulations governing the same etc. 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 hereby agree as follows: 1. Definitions and Interpretation “Applicable Laws' shall include all applicable laws which may apply to the Parties to this Agreement, including rules, circulars, directions, guidelines, guidance, bye-laws, regulations and notifications made thereunder and having the force of law, including policies and administrative and departmental regulations and guidelines of Governmental Authorities, and judgments, decrees, injunctions, writs and orders of any court or tribunal, as may be in force and effect during the subsistence of this Agreement. “Equity Shares” shall mean equity shares of the Company of Rs. each. “Report’/ “Monitoring Report' shall mean the report(s) issued by the Monitoring Agency (monitoring the use of Gross Proceeds) determining whether the Gross Proceeds have been utilized for the purpose as mentioned in the Utilization Schedule. The Report shall be submitted to the Company in the format prescribed under Schedule XI of the SEBI Regulations, as may be amended from time to time. Pa1g 0fe 15 "Offer Document” shall mean the Red Herring Prospectus or the Prospectus (as applicable) to be filed by the Company with the Registrar of Companies (RoC) and/or SEBI in respect of the Issue; “Objects of the Issue’ or “Objects” shall mean the objects of the Issue as set out in the Offer Document. “Gross Proceeds” for the purposes of this Agreement, shall mean the gross proceeds (including the proceeds raised for general corporate purposes) that are available to the Company from the Issue. Further, for the purpose of clarity, the term ‘Gross Proceeds’ shall mean ‘Proceeds of the Issue” to be monitored as may be specified by SEBI in ICDR Regulations from time to time. “Issue Monitoring Account shall have the meaning given to such term in Clause 3.3 of this Agreement. “Stock Exchanges” shall collectively mean the BSE Limited and the National Stock Exchange of India Limited. "Utilization Schedule’ shall have the meaning given to such term in Recital G of this Agreement. Terms not defined under this Clause or in this Agreement shall have the meaning ascribed to them in the Offer Document, unless the context specifies otherwise. 1.2, In this Agreement, unless the context otherwise requires: (a) words denoting the singular number shall include the plural and vice versa; (b) words denoting a person shall include an individual, corporation, company, partnership, trust or other entity; (c) heading and bold type face are only for convenience and shall be ignored for the purposes of interpretation; (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 a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied, supplemented or noted or any replacement or novation thereof; (f) references to any Party to this Agreement or any other agreement or deed or other instrument shall include its successors or permitted assigns; (g) a reference to an article, clause, section, paragraph, schedule or annexure is, unless indicated to the contrary, a reference to an article, clause, section, paragraph, schedule or annexure of this Agreement; and 2 The Issue Monitoring Account The Company will establish an account, which will be designated as Monitoring Account in which the Gross Proceeds shall be deposited from the escrow accounts, opened in terms of the Banker to the Issue Agreement after the receipt of listing and trading approval by the Company with respect to Equity Shares to be issued in the Issue (the "Issue Monitoring Account’). While such Gross Proceeds for the Issue deposited in the Issue Monitoring Account will be utilized by the Company towards Objects of the Issue, the Monitoring Agency shall be liable to monitor only Gross Proceeds in terms of this Agreement and Applicable Laws. 22 Documentation The Company shall submit the following information / documents to the Monitoring Agency: @ A cerificate to be issued by statutory auditor/peer reviewed audit firms, banks, management /directors of the Issuer and any other authorised personnel, consultants or experts, as the case may be, tentatively within ten (10) calendar days, after the end of each quarter: (b) Subject to Applicable Laws, the declaration to be issued by any of the following person amongst (i) Chief Financial Officer or the Company Secretary and Compliance Officer; or (i) Authorized officer of the Company, who is authorized by the Board of directors of the Company or a duly authorized committee of directors, (collectively referred to as the “Authorised Signatories"); detailing the utilization of the Gross Proceeds in accordance with the Objects of the Issue to be provided. In the event, the Company is not in a position to obtain the signatures from one or both of the Authorised Signatories, then the Monitoring Agency may, in its sole discretion, allow the Company to obtain the signature from any other authorized signatory as authorized by the board of directors/duly authorised committee of the the Company (©) Any other additional documents or information that the Monitoring Agency may request from the Company, which it considers necessary for the purposes of undertaking its obligations under this Agreement or as required under Applicable Laws. In determining any amounts that had been withdrawn, paid, allocated or deposited pursuant to this Agreement, the Monitoring Agency shall be entitled to rely on all the quarterly budgets/ requisitions/information/certificate of payment of the Company as shared by the Company and certificate of the statutory auditor/peer reviewed audit firm shared by the Company. 3. Appointment of Monitoring Agency NOT48 ties and obligations as may be prescribed under the SEBI ICDR Regulations [Showing first 8,000 characters — download PDF for full document]