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IKIO Technologies Limited Capital/Financing Update 2024

May 14, 2024

59691_rns_2024-05-14_cad6fcbf-74c1-4407-91c1-9fff208c5a07.pdf

Capital/Financing Update

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SANDEEP

KUMAR AGARWAL

Digitally signed by SANDEEP KUMAR AGARWAL Date: 2024.05.14 16:35:57 +05'30'

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Monitoring Agency Report for IKIO Lighting Limited for the quarter ended March 31, 2024

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CRL/MAR/IKLIPL/2023-24/1112

May 14, 2024

To

IKIO Lighting Limited

411, Arunachal Building, 19 Barakhamba Road, Connaught Place, New Delhi – 110 001

Dear Sir,

Monitoring Agency Report for the quarter ended March 31, 2024 - in relation to the Initial Public Offer (“IPO”) of IKIO Lighting Limited (“the Company”)

Pursuant to Regulation 41(2) of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated April 18, 2023, enclosed herewith the Monitoring Agency Report, issued by CRISIL Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of IPO for the quarter ended March 31, 2024.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of CRISIL Ratings Limited

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Sushant Sarode

Director, Ratings (LCG)

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Report of the Monitoring Agency (MA)

Name of the issuer: IKIO Lighting Limited

For quarter ended: March 31, 2024

Name of the Monitoring Agency: CRISIL Ratings Limited

(a) Deviation from the objects: Not applicable

(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 we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

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: Sushant Sarode

Designation of Authorized person/Signing Authority: Director, Ratings (LCG)

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1) Issuer Details:

Name of the issuer: IKIO Lighting Limited Names of the promoter: a. Hardeep Singh b. Surmeet Kaur

Industry/sector to which it belongs : Consumer electronics

2) Issue Details

Issue Period: Tuesday, June 06, 2023 to Thursday, June 08, 2023 Type of issue (public/rights): Initial Public Offer (IPO) Type of specified securities: Equity Shares IPO Grading, if any: NA

Issue size: Rs 6,065.00 million Issue size comprises of fresh issuance/gross proceeds of Rs 3,500.00 million (Net proceeds of Rs 3,257.50 million*) and an offer for sale of Rs 2,565.00 million

  • CRISIL Ratings shall be monitoring the net proceeds amount. GST amount of Rs 35.17 million on IPO expenses retained in “Public Issue Account” (Refer: footnote to the IPO expenses table on page no. 116 of the prospectus, reproduced here for case of reference “All aforementioned fees do not include applicable taxes”)

3) 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 Management
undertaking, Statutory
Auditor Certificate^,
Final Offer Document,
Bank Statements
No
Comments
No
Comments
Whether shareholder approval has been
obtained in case of material deviations from
expenditures
disclosed
in
the
Offer
Document?
NA Management
undertaking,
Statutory Auditor
Certificate^
No
Comments
No
Comments
Whether the means of finance for the disclosed
objects of the issue has changed?
No No
Comments
No
Comments
Is there any major deviation observed over the
earlier monitoringagencyreports?
No No
Comments
No
Comments
Whether all Government/statutory approvals
related to the object(s)have been obtained?
No Refer Note No
Comments
Whether all arrangements pertaining to
technical
assistance/collaboration
are
in
operation?
NA No
Comments
No
Comments

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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
Are there any favorable events improving the
viabilityof these object(s)?
No Management
undertaking,
Statutory Auditor
Certificate^
No
Comments
No
Comments
Are there any unfavorable events affecting the
viabilityof the object(s)?
No No
Comments
No
Comments
Is there any other relevant information that
may materially affect the decision making of
the investors?
No No
Comments
No
Comments

NA represents Not Applicable

Note: As per the offer document filed by the Company, the Company is required to obtain below mentioned approvals from government/statutory bodies, in relation to proposed objects and the status of these approvals as at the end of the reported quarter is as follows:

Sr.
No.
Approval for Authority Stage at which
approvals are
required
Status
1 In-principle approval
of buildinglayout
Noida
Authority
- Obtained
2 Consent to establish
before
commissioning
Noida
Authority
Before commissioning Obtained
3 Sanction of electrical
load
UP Electricity
Board
Before commissioning Obtained
4 In-principle approval
to construct, extend
or take into use any
buildingas a factory
Noida
Authority
Before commissioning Letter of consent to establish
dated 23 April 2024 is
Obtained by the Company,
effective from 05 April 2024
5 Factory License
(Refer note 1)
Industrial
Department
Before commissioning Letter dated 19 April 2024 is
obtained by the Company
for Registration and licence
effective from the same day

Note 1: The Board of Directors of the Company vide resolution dated 28 June 2023 has approved the leasing of separate premises situated at, “Ikio Solutions Pvt Ltd Unit 2, Plot No- 6, Sector- 156, Gautam Buddha Nagar, 201310, District – Gautam Buddh Nagar” to speed up the production for object 2, the plant and machinery was installed in the leased premises for which factory licence was received on 08 January 2024 and commercial production started with effect from 20 March 2024.

The leased premises are adjacent to the land already owned by the Company located at “Plot No 10, Sector 156, Noida, Gautam Budh Nagar, Uttar Pradesh – 201301” as mentioned in the prospectus filed by the Company.

As per the relevant extracts provided in the prospectus filed by the Company , “We may have to revise our funding requirement on account of various factors, such as financial and market conditions, delay in procuring and operationalizing assets or necessary licenses and approvals, competition, price fluctuations, interest rate fluctuations and other external factors, which may not be within the control of our management. This may also entail rescheduling of the proposed deployment of the Net Proceeds at the discretion of our management, subject to compliance with applicable laws.” Hence, utilisation from these leased premises is in line with the disclosures provided in the prospectus filed by the Company.

^Certificate dated May 07, 2024, issued by M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration Number: 003304N/N500056), Statutory Auditors of the Company.

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4) Details of object(s) to be monitored:

i. Cost of the object(s):

Sr.
No.
Item
Head
Source of
information/
certification
considered by
MA for
preparation of
report
Original
cost
(as per the
Offer
Document)
(Rs in
million)
Revised
Cost
(Rs in
million)
Comment of
the MA
Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Reason of
Cost
revision
Proposed
financing
option
Particulars
of firm
arrange-
ments
made
1 Repayment/
prepayment, in
full or part, of
certain
borrowings
availed by
Company and its
Subsidiaries on
consolidated basis
Management
undertaking,
Statutory
Auditor
Certificate^,
Final offer
document
500.00 500.00 No
Comments
No
Comments
No
Comments
No
Comments
2 Investment in
wholly owned
Subsidiary, IKIO
Solutions Private
Limited, for
setting up a new
facility at Noida,
Uttar Pradesh
2,123.12 2,123.12 No
Comments
No
Comments
No
Comments
No
Comments
3 General Corporate
Purposes#
669.55 634.38 Refer note
2
No
Comments
No
Comments
No
Comments
Total - 3,292.67 3,257.50 - - - -

^Certificate dated May 07, 2024, issued by M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration Number: 003304N/N500056), Statutory Auditors of the Company.

#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 875.00 million) from the Fresh Issue.

Note 2: GST amount of Rs 35.17 million on IPO expenses retained in “Public Issue Account” (Refer: footnote to the IPO expenses table on page no. 116 of the prospectus, reproduced here for case of reference “All aforementioned fees do not include applicable taxes”)

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ii. Progress in the object(s)[#] :

Sr.
No.
Source of
Amount utilized (Refer note 3)
Comments of the Board
information/ Amount

certifications
as (Rs in million) of Directors
considered by
proposed
Total Comments of
Monitoring in the unutilized
the
As at At the

Item Head

Agency for
Offer amount Monitoring

beginning

During
end
Proposed

preparation of

Document
(Rs in
Agency
Reasons for

of the
the of the
course of

report

(Rs in
million) idle funds
quarter quarter quarter action
million)
1 Repayment/
prepayment, in full
or part, of certain
borrowings availed
by Company and its
Subsidiaries on
consolidated basis

Management
undertaking,
Statutory
Auditor
Certificate^,
Final Offer
Document,
Bank
Statements


500.00
500.00 0.00 500.00 0.00 Fully
utilised
during
quarter
ended June
30, 2023
No
Comments

No
Comments
2 Investment in
wholly owned
Subsidiary, IKIO
Solutions Private
Limited, for setting
up a new facility at
Noida, Uttar
Pradesh
2,123.12 353.81 Refer Note 6
No
Comments

No
Comments
226.12
579.93 1,543.19
(Refer note 4)
3 General Corporate
Purposes
634.38
(Refer note 2)
385.52 57.75 No
comments
No
Comments

No
Comments
(Refer note 443.27 191.11
5)
Total - 3,257.50 1,239.33 - - -
1,523.20
283.87 1,734.30
(Refer note 6)

^Certificate dated May 07, 2024, issued by M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration Number: 003304N/N500056), Statutory Auditors of the Company.

#All figures in the above table are rounded off to nearest two decimal places

Note 3: Net proceeds are utilised by the Company by transferring from Monitoring Agency Account opened and maintained by the Company with HDFC bank to another separate bank account of Company termed as “IKIO Lighting Limited - Object account” maintained with HDFC bank rather than utilising directly from the Monitoring Agency account.

However, out of the transferred proceeds, balance of Rs 0.04 million is lying in object account of IKIO Lighting Limited as at the end of the reported quarter.

Note 4: During Q2 FY24, the Company had released advance payment for supply of machinery, but the supplier was unable to supply the machinery within agreed time frame and hence returned Rs 4.15 million during the reported quarter. Therefore, this amount is reduced from total utilisation towards object 2 during the reported quarter.

Note 5: During Q2 FY24, the Company had made the payment for purchase of GCP items (5 vehicles) however, during the reported quarter, the Company has received back INR 20,097 as discount after negotiation on bulk purchases. Therefore, this amount is reduced from total utilisation towards General Corporate Purpose during the reported quarter.

Note 6: This utilisation is in line with the resolution dated 08 February 2024 approved by the Board of Directors of the Company for the year FY 2023-2024 amounting to Rs 1,750.00 million towards objects of the issue.

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#Brief description of objects:

Object of the Issue Description of objects asper the offer document filed by the issuer
Repayment/ prepayment, in full or
part, of certain borrowings availed by
Company and its Subsidiaries on
consolidated basis
The loan facilities availed by the Company and its Subsidiaries include borrowing
in the form of, inter alia, vehicle loans, term loans and working capital facilities
including fund based and non-fund-based borrowings. As at January 31, 2023,
total outstanding borrowings amounted on consolidated basis to₹1,515.53
million. Company proposes to utilise an estimated amount of₹500.00 million
from the Net Proceeds towards full or partial repayment or pre-payment of
certain borrowings availed by the Company and its Subsidiaries on consolidated
basis.
Investment in wholly owned
Subsidiary, IKIO Solutions Private
Limited, for setting up a new facility
at Noida, Uttar Pradesh
Investment in wholly owned Subsidiary, IKIO Solutions, in order to set up a new
manufacturing facility at Noida, Uttar Pradesh. The proposed investment by the
Company will be undertaken to set -up a new manufacturing facility for carrying
out electronic manufacturing services. This will also allow the Company to better
serve its existing customers, assist in better addressing the business requirements
of large customers, and allowing them to expand into new business verticals, in
particular, to address the growing consumer of electronic manufacturing services
for lights, rotary switch and electric switch, socket, ABS pipe and solar for
recreational vehicles.
General Corporate Purposes (GCP) The general corporate purposes for which the Company proposes to utilize Net
Proceeds include, without limitation:
(i)
Business development initiatives,
(ii)
Research and development,
(iii)
Meeting any expense including salaries and wages, rent, administration
costs, insurance premiums, repairs and maintenance,
(iv)
Payment of taxes and duties,
Other similar other expenses incurred in the ordinary course of the business or
towards any exigencies

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iii. Deployment of unutilised proceeds[^] :

S.
No.
Type of instrument
where amount is invested
Amount
invested
(in million)
Maturity
date
Earnings as
on March 31,
2024 (in
million)
Return on
Investment
(%)
Market value as
at the end of
quarter
(in million)
1 Fixed Deposit- HDFC
Bank
100.00 22-Apr-24 3.21 7.15% 103.21
2 Fixed Deposit- HDFC
Bank
50.00 22-Apr-24 1.61 7.15% 51.61
3 Fixed Deposit- HDFC
Bank
100.00 20-May-
24
3.21 7.15% 103.21
4 Fixed Deposit- HDFC
Bank
20.00 20-May-
24
0.60 6.65% 20.60
5 Fixed Deposit- HDFC
Bank
400.00 19-Jun-24 23.27 7.40% 423.27
6 Fixed Deposit- HDFC
Bank
52.40 15-Jul-24 0.99 6.75% 53.39
7 Fixed Deposit- HDFC
Bank
90.00 22-Aug-
24
2.36 7.25% 92.36
8 Fixed Deposit- HDFC
Bank
110.00 22-Aug-
24
2.88 7.25% 112.88
9 Fixed Deposit- HDFC
Bank
60.00 03-Apr-24 0.09 4.75% 60.09
10 Fixed Deposit- HDFC
Bank
50.00 16-Jul-24 0.76 7.25% 50.76
11 Fixed Deposit- HDFC
Bank
50.00 20-Sep-24 0.39 7.25% 50.39
12 Fixed Deposit- HDFC
Bank
50.00 04-Oct-24 0.12 7.25% 50.12
13 Fixed Deposit- HDFC
Bank
50.00 22-Oct-24 0.39 7.25% 50.39
14 Fixed Deposit- HDFC
Bank
50.00 25-Nov-
24
0.39 7.35% 50.39
15 Fixed Deposit- HDFC
Bank
50.00 03-Jan-25 0.12 7.35% 50.12
16 Fixed Deposit- HDFC
Bank
250.00 15-Jan-25 4.09 7.75% 254.09
17 Fixed Deposit- HDFC
Bank
50.00 04-Feb-25 0.12 7.35% 50.12
18 Fixed Deposit- HDFC
Bank
150.00 04-Apr-25 0.38 7.75% 150.38
19 Fixed Deposit- HDFC
Bank(Refer note 8)
3.50 28-Mar-25 0.06 7.10% 3.56
20 Fixed Deposit- HDFC
Bank(Refer note 8)
3.00 26-Aug-
25
0.02 7.25% 3.02
21 Balance net proceeds
lying in Monitoring
account of the company
0.12 NA NA NA 0.19
22 Balance net proceeds
lyingin IKIO Solutions
0.04 NA NA NA 0.88

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Private Limited - Object
account
23 Balance net proceeds
lying in IKIO Lighting
Limited - Object account
(Refer note 9)
8.98 NA NA NA 0.01
Total 1,748.04(Refer
note 7)
45.06 - 1,793.10
-

Note 7: Total interest received in Monitoring agency account of the Company from closure of FDs amounted to Rs 73.74 million, out of this amount, Rs 60.00 million is transferred to current account of the company during the reported quarter for business purposes and hence Rs 13.74 million is lying in Monitoring agency account as at the end of the reported quarter.

Note 8: This FD is against Custom indemnity bond for import of goods at concessional rate of duty.

Note 9: During the normal course of transactions of the business, the Company had issued cheques worth Rs 11.31 million to vendors for payments against liability recorded in the books of accounts of the Company, these cheques were not presented for payment by the vendors to the bank till the end of the reported quarter. Since, these cheques are issued against the purchase of project assets which form part of the objects of issue, hence, the amount of Rs 11.31 million is considered as part of utilised amount during the reported quarter.

Similarly, the Company had issued instruction to the bank for NEFT payment against purchase of project assets worth Rs 5.94 million, but due to high volume of transaction during the last working day of the financial year, the bank executed transaction on next working day. Since, The NEFT was issued against the purchase of project assets, hence, the amount of Rs 5.94 million is considered as part of utilised amount during the reported quarter.

Note: All figures in the above table are rounded off to nearest two decimal places

^On the basis of management undertaking and Certificate dated May 07, 2024, issued by M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration Number: 003304N/N500056), Statutory Auditors of the Company.

iv. Delay in implementation of the object(s)^:

Comments of the Board of Comments of the Board of
Completion Date
Directors
Delay
As per the
Proposed course
Object(s) (no. of days/ Reason of
Offer Actual
months)

delay
of
Document action
Refer Note 10 below

Note 10: The utilisation towards object 2 and 3 was lower than the estimated deployment for fiscal 2024, mainly due to prohibition on construction activities during the winter season by pollution control bodies.

However, as indicated in the prospectus of the Company (page 101), “ In the event, the Net Proceeds are not utilized (in full or in part) for the objects of the Offer during the period stated above due to any reason, the remaining Net Proceeds shall be utilized in subsequent periods as may be determined by our Company, in accordance with applicable laws .” Hence, there is no delay in implementation of the objects and the tentative projected timeline of completion of project is by FY 2026.

^On the basis of management undertaking and Certificate dated May 07, 2024, issued by M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration Number: 003304N/N500056), Statutory Auditors of the Company.

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

S. No. Item heads Amount@
(Rs in million)
Remarks
1 Administration costs 14.98 Expenses incurred in ordinary
2 General Capex 10.36
3 Vendor Payment - WorkingCapital 32.40 course of business.(Refer note 6)
Total 57.75

^On the basis of management undertaking and Certificate dated May 07, 2024, issued by M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration Number: 003304N/N500056), Statutory Auditors of the Company

@ All figures in the above table are rounded off to nearest two decimal places

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Disclaimers:

  • a) This Report is prepared by CRISIL Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . 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 creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

  • f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.

  • g) Access or use of this report does not create a client relationship between CRL and the user.

  • h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.

  • i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

  • j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.

  • k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

  • l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.

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  • m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

  • n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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