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Global Surfaces Limited Capital/Financing Update 2024

Nov 13, 2024

59635_rns_2024-11-13_23b189a4-e3c3-4aca-875e-ac5dbe079b82.pdf

Capital/Financing Update

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Ref: GSL/SEC/2024-25/50

Date: November 13, 2024

To, BSE Limited , National Stock Exchange of India Limited Dept of Corporate Services The Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Mumbai 400 001 (Maharashtra) Mumbai 400 051 (Maharashtra) Scrip Code: 543829 Symbol: GSLSU

Subject: Statement of deviation or variation along with the report of monitoring agency in respect of the use of proceeds of Initial Public Offer (IPO) of the Company

Dear Sir / Madam,

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we hereby confirm that there are no deviation(s) or variation(s) in respect of the utilization of the proceeds, during the quarter ended on September 30, 2024, in respect of:

  • a. the Initial Public Offer (“IPO”) of the Company as mentioned in the object clause of the Prospectus dated March 16, 2023.

Further, pursuant to Regulation 41(4) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Monitoring Agency Report issued by CARE Ratings Limited for the quarter ended on September 30, 2024, towards utilization of proceeds raised from IPO.

The Statement of deviation or variation and the Report of Monitoring Agency is enclosed herewith as “ Annexure 1 ” and “ Annexure 2 ”, respectively.

The aforesaid Statement and Report have been reviewed by the Audit Committee and the Board of Directors in its meeting held on November 13, 2024.

The aforesaid information will also be hosted on the Company's website viz. https://www.globalsurfaces.in. You are requested to take on record the above information.

Yours faithfully, For Global Surfaces Limited

Digitally signed by DHARAM SINGH DHARAM SINGH RATHORE RATHORE Date: 2024.11.13 11:49:01 +05'30'

Dharam Singh Rathore Company Secretary and Compliance Officer ICSI Mem. No.: A57411

Place: Jaipur Encl.: As Above

Annexure - 1

Statement of deviation/ variation in use of proceeds of Initial Public Offering

Name of listed entity GlobalSurfacesLimited GlobalSurfacesLimited
Mode of fund raising Initial PublicIssue (IPO)
Date of Raising Funds March 20,2023 (Date of Allotment)
Amount raised (₹ in crores) Fresh Issue: 119.28*
Offer forSale: 35.70
Total 154.98
Report filed for Quarter ended September30,2024
Monitoring Agency Applicable
Monitoring Agency Name, ifapplicable CARE RatingsLimited
**Is there a deviation/ variation inuse of funds raised? ** No
If yes, whether the same is pursuant to change in terms
of a contract or objects, which was approved by the
shareholders
Not Applicable
**If Yes, Date of shareholder Approval ** NotApplicable
**Explanation for the deviation/ variation ** NotApplicable
Comments of the audit committee after review No Comments
Comments of the auditors, ifany No Comments
Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table: Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table: Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table: Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table: Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table: Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table: Objectsfor which fundshave been raised andwhere therehas beena deviation/variation,inthefollowing table:
Original object Modified
object, if
any
Original
allocation
(₹ in
crores)
Modified
allocation, if
any
Funds
utilised
(₹ in
Crore)
Amount
of
Deviation/Variati
on for the quarter
according
to
applicable object
(in Rs. crore and
in%)
Remarks,
if any
Investment in Global Surfaces
FZE for part-financing its
capital
expenditure
requirements in relation to
the
setting
up
of
the
ProposedFacility
Not
Applicable
90.00 Not
Applicable
88.62 Not Applicable Refer below
Note
General corporate purposes Not
Applicable
11.58 Not
Applicable
11.58 Not Applicable Not
Applicable
101.58 100.20

Note : The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for two different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

Deviation or Variation could mean:

  • a. Deviation in the objects or purposes for which the funds have been raised or

b. Deviation in the amount of funds utilized as against what was originally disclosed or

c. Change in terms of a contract referred to in the fund-raising document i.e., prospectus, letter of offer, etc.

Agency Report

Annexure - 2

Monitoring Agency Report

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No. CARE/ARO/GEN/2024-25/1199

Mr. Mayank Shah Managing Director Global Surfaces Limited

Plot No. PA-010-006, SEZ Mahindra World City,

Dear Sir,

Monitoring Agency Report for the quarter ended September 30, 2024 - in relation to the IPO of Global Surfaces Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Initial Public Offering (IPO) for the amount aggregating to Rs.119.28 crore of the Company and refer to our duties cast under 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended September 30, 2024 as per the aforesaid SEBI Regulations and Monitoring Agency Agreement dated December 14, 2022 towards utilization of proceeds of IPO.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Nikita Goyal

Associate Director

[email protected]

4

Report of the Monitoring Agency

Name of the issuer: Global Surfaces Limited

For quarter ended: September 30, 2024

Name of the Monitoring Agency: CARE Ratings Limited

  • (a) Deviation from the objects: Nil

  • (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name and designation of the Authorized Signatory: Nikita Goyal Designation of Authorized person/Signing Authority: Associate Director

5

1) Issuer Details:

Name of the issuer : Global Surfaces Limited Name of the promote : Mr Mayank Shah Industry/sector to which it belongs : Granite

2) Issue Details

Issue Period : March 13,2023 to March 15,2023 Type of issue : Initial Public Offering Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in Rs. crore) : Rs.119.28 crore of fresh issue (Note 1)

Note 1:

Particulars Remarks
Total shares issued and subscribed aspart of Fresh issue 85,20,000
Totalproceeds received from fresh issue(in Rs.) 1,19,28,00,000
Details of expenses incurred related to fresh issue(in Rs.) 17,70,00,000
Netproceeds available for utilisation(in Rs.) 1,01,58,00,000

1) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information / certifications
considered by Monitoring Agency for
preparation of report
Comments of the
Monitoring Agency
Comments of the
Board of
Directors
Whether all utilization is as per the disclosures in the Offer
Document?
Yes Chartered Accountant certificate*;
Bank statement
Whether shareholder approval has been obtained in case of
material deviations# from expenditures disclosed in the Offer
Document?
Not applicable; there
is no material
deviation
Not applicable
Whether the means of finance for the disclosed objects of the
issue have changed?
No Not applicable
Is there anymajor deviation observed over the earlier No Monitoringagencyreport dated

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6

Particulars Reply Source of information / certifications
considered by Monitoring Agency for
preparation of report
Comments of the
Monitoring Agency
Comments of the
Board of
Directors
monitoringagencyreports? August 14,2024
Whether all Government/statutory approvals related to the
object(s)have been obtained?
Not Applicable Not applicable
Whether all arrangements pertaining to technical
assistance/collaboration are in operation?
Not Applicable Not applicable
Are there any favorable/unfavorable events affecting the viability
of these object(s)?
No Not applicable
Is there any other relevant information that may materially affect
the decision makingof the investors?
No Not applicable
  • Chartered Accountant certificate from B. Khosla & Company dated November 07, 2024

Note- (A): As per the board resolution dated May 29, 2023, it is certified to use GCP ( General Corporate Purpose) fund for the investment in the wholly owned subsidiary, Global Surfaces FZE, for its day-to-day project expense/ working capital requirements/pre-operative expenses/capital expenditure requirements in relation to the setting up of manufacturing facility for engineered quartz at the Jebel Ali Free Zone, Dubai, United Arab Emirates (UAE).The company has utilized the IPO proceeds (general corporate purpose) of Rs. 11.58 crore to fund the capex cost in the wholly owned subsidiary company (As on March 31, 2024).

Note- (B): The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for four different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

Note-(C): The comments of the Board of directors are awaited pending the Board meeting.

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7

2) Details of objects to be monitored:

(i) Cost of objects –

Sr.
No
Source of information /
certifications
Original cost^
Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
(as per the Revised Particulars of
d considered by ff Comments of the f d
Item Hea Oer Cost Reason or Propose firm
Monitoring Monitoring Agency f
Agency for preparation of
report
Document)
in Rs. Crore Cost inancing arrangements
ii ti
in Rs. Crore revson opon made
1 Investment in the wholly owned
subsidiary, Global Surfaces FZE
for part financing its capital
expenditure requirements in
relation to the setting up of
manufacturing facility of
engineered quartz at The Jebel
Ali Free Zone, Dubai, United
Arab Emirates
Chartered
Accountant
certificate*, Bank statements,
Offer Document
90.00 Not applicable
No change in cost;
Partly utilized till
September 30,
2024^



2. General corporate purposes Chartered
Accountant
certificate*, Bank statements,
Offer Document
11.58 Not Applicable
No change in cost;
Fully utilized till
June 30 , 2024


Total 101.58
  • Chartered Accountant certificate from B. Khosla & Company dated November 07, 2024

Note- (A): As per the board resolution dated May 29, 2023, it is certified to use GCP ( General Corporate Purpose) fund for the investment in the wholly owned subsidiary, Global Surfaces FZE, for its day-to-day project expense/ working capital requirements/pre-operative expenses/capital expenditure requirements in relation to the setting up of manufacturing facility for engineered quartz at the Jebel Ali Free Zone, Dubai, United Arab Emirates (UAE).The company has utilized the IPO proceeds (general corporate purpose) of Rs. 11.58 crore to fund the capex cost in the wholly owned subsidiary company (As on June 30, 2024).

Note- (B): ^ The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for four different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

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8

Note-(C): The comments of the Board of directors are awaited pending the Board meeting.

(ii) Progress in the objects –

Sr.
No
Source of
information
/ certifications
Amount as
proposed
in the Offer
Amount utilised in Rs. Amount utilised in Rs. Total Unutilized
Amount in Rs.
Crore as on
September 30,
2024 (C=A-B)
Comments of
the
Monitoring
Agency
Comments of the Board of
Directors
Comments of the Board of
Directors
Crore
As at
beginning of
the
quarter
in Rs.
Crore
During the At the
end of
Reasons
for idle
funds
Proposed
course of
action
It Hd idd b
consere y Document
em ea Miti quarter in the
onorng in Rs.
Crore
(A)
Agency for
preparation of
report
Rs.
Crore
quarter in
Rs. Crore
(B)
1 Investment in the wholly
owned subsidiary, Global
Surfaces FZE for part
financing its capital
expenditure requirements in
relation to the setting up of
manufacturing facility of
engineered quartz at The
Jebel Ali Free Zone, Dubai,
United Arab Emirates
Chartered
Accountant
certificate*,
Bank
statements,
Offer Document
90.00 88.62 0.00^ 88.62 1.38 Partly utilized
till September
30, 2024^



2 General corporate purposes Chartered
Accountant
certificate*,
Bank
statements,
Offer Document
11.58 11.58 0.00 11.58 0.00 Fully utilized till
September 30,
2024


Total 101.58 96.87 0.00^
100.20
1.38
  • Chartered Accountant certificate from B. Khosla & Company dated November 07, 2024.

Note- (A): As per the board resolution dated May 29, 2023, it is certified to use GCP ( General Corporate Purpose) fund for the investment in the wholly owned subsidiary, Global Surfaces FZE, for its day-to-day project expense/ working capital requirements/pre-operative expenses/capital expenditure requirements in relation to the setting up of manufacturing facility for engineered quartz at the Jebel Ali Free Zone, Dubai, United Arab Emirates (UAE).The company has utilised the IPO proceeds (general corporate purpose) of Rs. 11.58 crore to fund the capex cost in the wholly owned subsidiary company (As on June 30, 2024).

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9

Note- (B): ^ The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for four different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

Note-(C): The comments of the Board of directors are awaited pending the Board meeting.

(iii) Deployment of unutilized public issue proceeds:

Sr. No. Type of instrument and name of the entity
invested in
Amount invested Maturity date Earning Return on Investment
(%)
Market Value as at the end
of quarter
1 In the current account of Global Surfaces FZE,
UAE
1.38^ NA NA NA NA

Note- (A): ^ The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for four different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

(iv) Delay in implementation of the object(s) –

Objects Completion Date Completion Date Delay (no. of days/ Comments of the Board of Comments of the Board of
months) Directors
As per the offer Actual* Reason of delay Proposed course of
document action
Investment in the wholly owned subsidiary,
Global Surfaces FZE for part financing its
capital expenditure requirements in relation
to the setting up of manufacturing facility of
engineered quartz at The Jebel Ali Free Zone,
Dubai, United Arab Emirates
September 2023 February 2024 4 months

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10

Completion Date Completion Date Delay (no. of days/ Comments of the Board of Comments of the Board of
months) Directors
As per the offer Actual* Reason of delay Proposed course of
document action
FY24 On schedule NA
  • Chartered Accountant certificate from B. Khosla & Company dated November 07, 2024

Note- (A): As per the board resolution dated May 29, 2023, it is certified to use GCP ( General Corporate Purpose) fund for the investment in the wholly owned subsidiary, Global Surfaces FZE, for its day-to-day project expense/ working capital requirements/pre-operative expenses/capital expenditure requirements in relation to the setting up of manufacturing facility for engineered quartz at the Jebel Ali Free Zone, Dubai, United Arab Emirates (UAE).The company has utilized the IPO proceeds (general corporate purpose) of Rs. 11.58 crore to fund the capex cost in the wholly owned subsidiary company (As on March 31, 2024).

Note (B): The date of commencement of operations is revised to December 2023 (earlier the same was September 2023) on account of substantial delay in supply of steel form one vendor i.e Tiger Steel along with delay in some RA (regulatory affairs) regulations which were recommended regarding the safety and fire-fighting equipment’s by Environment, Health and Safety (EHS) which were additionally implemented on the projects. The company started the trial run from December 31, 2023, and has started the commercial production from February 2024.

Note- (C): The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for four different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

Note (D): The comments of the Board of directors are awaited pending the Board meeting.

3) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr. No Item Head Amount Provide source of
information/certifications substantiating
the utilisation
Comments of Monitoring
Agency
Comments
of the
Board of
Directors
1 Civil & Structural work 0.01 Chartered
Accountant certificate*,Bank statement
Verified with bank statements
2 Process plants (including imported machinery and local equipment) 1.08 Chartered
Accountant certificate*,Bank statement
Verified with bank statements
3 Utilities and offsites 1.46 Chartered
Accountant certificate*,Bank statement
Verified with bank statements

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11

Sr. No Item Head Amount Provide source of
information/certifications substantiating
the utilisation
Comments of Monitoring
Agency
Comments
of the
Board of
Directors
4 Electrical and Other instruments 0.26 Chartered
Accountant certificate*,Bank statement
Verified with bank statements
5 Engineering and Construction, Supervision 0.13 Chartered
Accountant certificate*,Bank statement
Verified with bank statements
6 R&D kilo lab and related instruments - Chartered
Accountant certificate*,Bank statement
Verified with bank statements
7 Contingency 3.59 Chartered
Accountant certificate*,Bank statement
Verified with bank statements
8 Spares & Consumable 5.04 Chartered
Accountant certificate*,Bank statement
Verified with bank statements
Accountant certificate*,Bank statement
Total 11.58
  • Chartered Accountant certificate from B. Khosla & Company dated November 07, 2024

Note- (A): As per the board resolution dated May 29, 2023, it is certified to use GCP ( General Corporate Purpose) fund for the investment in the wholly owned subsidiary, Global Surfaces FZE, for its day-to-day project expense/ working capital requirements/pre-operative expenses/capital expenditure requirements in relation to the setting up of manufacturing facility for engineered quartz at the Jebel Ali Free Zone, Dubai, United Arab Emirates (UAE).The company has utilized the IPO proceeds (general corporate purpose) of Rs. 11.58 crore to fund the capex cost in the wholly owned subsidiary company (As on March 31, 2024).

Note (B): The date of commencement of operations is revised to December 2023 (earlier the same was September 2023) on account of substantial delay in supply of steel form one vendor i.e Tiger Steel along with delay in some RA (regulatory affairs) regulations which were recommended regarding the safety and firefighting equipment’s by Environment, Health and Safety (EHS) which were additionally implemented on the projects. The company started the trial run from December 31, 2023 and has started the commercial production from February 2024.

Note- (C): The amount of Rs. 1.38 crore is lying in the account of the Global Surfaces FZE, UAE as on September 30, 2024, as a part of retention money in accordance with the terms of the contract and will be paid on the performance of the vendor by November 2024. The said amount of Rs.1.38 crore was not maintained for four different days in the current account of Global Surfaces FZE, UAE account in the interim period of Q2FY25, however, the same got reinstated later and the company has maintained the amount of Rs. 1.38 crore as on September 30, 2024.

Note (D): The comments of the Board of directors are awaited pending the Board meeting.

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12

Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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