| Basis of Allotment |
| THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. |
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| PRAMODINI MEDICARE LIMITED |
| CIN: U85110AP2000PLC035231 |
Our Company was originally incorporated on September 12, 2000 under the name "Pramodini Medicare Private Limited" under the provisions of the Companies Act, 1956 with the Registrar of Companies, Andhra Pradesh, Hyderabad. Thereafter, the status of our Company was changed to public limited Company and the name of our Company was changed to "Pramodini Medicare Limited" vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of our Company held on October 30, 2025. The fresh certificate of incorporation consequent to conversion was issued on November 12, 2025 by the Centralised Processing Centre. The Corporate Identification Number of our Company is U85110AP2000PLC035231.
| Registered Office: D. No: - 29-4-54K, CSI Complex, Prakasam Road, Suryaraopet, Vijayawada, Andhra Pradesh, India - 520002 |
| Tel No: +91- 9985782727 | E-mail: investors@pramodinidiagnostics.com | Website: www.pramodinidiagnostics.com |
| Contact Person: Mr. Rushikesh Vijay Gosavi, Company Secretary and Compliance Officer |
| THE PROMOTERS OF OUR COMPANY ARE DR. CHALASANI KULDEEP KUMAR, DR. CHALASANI KAVITHA, MS. CHALASANI DURGA AASHRITHA, MS. CHALASANI LALITAKUMARI AND M/S. SRI RAM MEDICARE PRIVATE LIMITED |
| "THE OFFER IS BEING MADE IN ACCORDANCE WITH CHAPTER IX OF THE SEBI ICDR REGULATIONS (IPO OF SMALL AND MEDIUM ENTERPRISES) AND THE EQUITY SHARES ARE PROPOSED TO BE LISTED ON EMERGE PLATFORM OF NSE (NSE EMERGE)." |
| BASIS OF ALLOTMENT |
INITIAL PUBLIC OFFER OF 58,51,200 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (THE "EQUITY SHARES") OF PRAMODINI MEDICARE LIMITED ("OUR COMPANY" OR "PRAMODINI" OR "THE ISSUER") AT AN OFFER PRICE OF RS. 118/- PER EQUITY SHARE FOR CASH, AGGREGATING TO RS. 6,904.42 LAKHS COMPRISING OF FRESH OFFER OF 53,50,800 EQUITY SHARES AGGREGATING TO RS. 6,313.94 LAKHS ("FRESH OFFER") AND AN OFFER FOR SALE OF 5,00,400 EQUITY SHARES BY DR. CHALASANI KULDEEP KUMAR, DR. CHALASANI KAVITHA AND M/S. SRI RAM MEDICARE PRIVATE LIMITED ("PROMOTER SELLING SHAREHOLDERS") AGGREGATING TO RS. 590.47 LAKHS ("OFFER FOR SALE") ("PUBLIC OFFER"). THE OFFER INCLUDES A RESERVATION OF 3,36,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH, AT AN OFFER PRICE OF RS. 118/- PER EQUITY SHARE FOR CASH, AGGREGATING RS. 396.48 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE "MARKET MAKER RESERVATION PORTION"). THE PUBLIC OFFER LESS MARKET MAKER RESERVATION PORTION I.E. NET OFFER OF 55,15,200.00 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH, AT AN OFFER PRICE OF RS. 118/- PER EQUITY SHARE FOR CASH, AGGREGATING RS. 6,507.94 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET OFFER". THE PUBLIC OFFER AND NET OFFER WILL CONSTITUTE 26.54% AND 25.02% RESPECTIVELY OF THE POST- OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
| OFFER PRICE: RS. 118/- PER EQUITY SHARE OF FACE VALUE OF RS. 10/- EACH |
| ANCHOR INVESTOR OFFER PRICE: RS. 118.00 PER EQUITY SHARE |
| THE OFFER PRICE IS 11.80 TIMES OF THE FACE VALUE |
| OFFER PROGRAM | ANCHOR INVESTOR BIDDING DATE WAS: TUESDAY, AUGUST 11, 2026 |
| BID/OFFER OPENED ON: WEDNESDAY, AUGUST 12, 2026 | |
| BID/ OFFER CLOSED ON: FRIDAY, AUGUST 14, 2026 |
| RISKS TO INVESTORS |
1. Risk to Investors: Top 5 Risk factors:
a) A significant portion of our revenue from operations is derived from MOUs with government authorities under Public Private Partnership (PPP) arrangements. Any non-renewal, modification, or termination of such MOUs, or delays or failures in realizing payments from government authorities, may materially and adversely affect our business, financial condition and results of operations.
b) Concentrated emphasis on radiology services also exposes us to substantial risks that could adversely impact our operations, financial performance, and long-term growth prospects.
c) We derive substantial portion of our revenue from the state of Andhra Pradesh and any loss of business in such regions could have an adverse effect on our business, results of operations and financial condition.
d) We are majorly dependent on certain key customers cum patients for a substantial portion of our revenues. Loss of relationship with any of these customers cum patients may have a material adverse effect on our profitability and results of operations.
e) We derive a significant portion of our revenue from government authorities (B2G). Any reduction in revenue from them or delays in payments by government authorities, may adversely affect our business, financial condition and results of operations.
2. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Offer. Further, our Equity Shares may not result in an active or liquid market, and the price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price or at all.
3. The Merchant Banker associated with the Offer has handled following public issues in the past three years which have closed below the Offer Price on Listing date:
| Name of Lead Manager | Total Issues | Issues that closed below IPO price as on listing date |
| Smart Horizon Capital Advisors Private Limited | 26 | 04 |
| Total | 26 | 04 |
4. The average cost of acquisition of Equity Shares by our Promoters is as follows:
| Name of Promoters | No. of Equity Shares held | Average cost of Acquisition (in Rs. )* |
| Dr. Chalasani Kuldeep Kumar | 80,87,586 | 6.99 |
| Dr. Chalasani Kavitha | 16,34,737 | 6.23 |
| Ms. Chalasani Durga Aashritha | NA | NA |
| Ms. Chalasani Lalitakumari | NA | NA |
| M/s. Sri Ram Medicare Private Limited | 45,87,154 | 4.25 |
| Name of Promoter Group | ||
| NA | NA | NA |
*As certified by our Auditors, by way of their certificate dated August 17, 2026.
5. Weighted average cost of acquisition:
The weighted average cost of acquisition of Equity Shares as compared with the Price Band is set forth below*:
| Types of transactions | Weighted average cost of acquisition (Rs. per Equity Share) | Floor Price (Rs. 110/-) | Floor Price (Rs. 110/-) |
| Weighted average cost of acquisition of primary issuances | NA | NA | NA |
| Weighted average cost of acquisition for secondary transactions | 34.95 | 3.15 | 3.38 |
* As certified by our Auditors, by way of their certificate dated August 17, 2026.
This offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR") read with Regulation 229 of the SEBI ICDR Regulations and in compliance with Regulation 253 (1) and 253 (2) of the SEBI ICDR Regulations 2018 and as amended, wherein not more than 50.00% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company and the promoter selling shareholders in consultation with the BRLMs may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) ("Net QIB Portion"). However, with effect from December 01, 2025, pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of which, up to 40% of the Anchor Investor Portion shall be reserved in the following manner, (i) 33.33% shall be available for allocation to domestic Mutual Funds and (ii) 6.67% shall be available for allocation to life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies, and pension funds at or above the Anchor Investor Allocation Price. In the event of under-subscription under (ii) above, the allocation may be made to domestic Mutual Funds. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the remaining QIB Portion (other than the Anchor Investor Portion) ("Net QIB Portion"). Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, the SEBI ICDR Regulations 2018 and as amended, states that not less than 35% of the Net Offer shall be available for allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more than Rs. 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than Rs. 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the availability of shares in non-institutional investors' category, the allotment to each Non-Institutional Investors shall not be less than the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR) (Amendment) Regulations, 2025. All Potential Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self-Certified Syndicate Banks ("SCSBs") or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, please refer to the chapter titled "Offer Procedure" on page 368 of this Prospectus.
The bidding for Anchor investors opened and closed on Tuesday, August 11, 2026. The Company received 12 Anchor Investor Application Forms from 12 Anchor Investors (including Nil Mutual Funds through Nil Mutual Fund schemes) for 20,44,800 Equity Shares. Such 12 Anchor Investors through 12 Anchor Investor Application Forms were allocated 13,60,800 Equity Shares at a price of 118/- per Equity Share under the Anchor Investor Portion, aggregating to 16,05,74,400/-.
No allotment done in Anchor portion.
The Offer was subscribed to the extent of 5.24 times (excluding the Anchor Investor Portion) as per the bid books of NSE (the "Bid Files") after removing multiple and duplicate bids.
The offer received 3,703 applications for 1,64,79,600 Equity Shares before technical rejections and after invalid bids Multiple/Duplicate/bids, UPI Mandates not accepted by investors, bids rejected under application banked but bid not registered resulting in 3.67 times subscription (including reserved portion of market maker).
Detail of the Applications Received:
The Details of the Applications received from various categories (before technical rejection) are as under:
| Sr. No. | Category | Number of Applications | No. of Equity Shares applied | Equity Shares Reserved as per Prospectus | No. of times Subscribed | Amount (Rs.) |
| 1 | Individual Investors | 2,951 | 70,82,400 | 20,23,200 | 3.50 | 83,50,44,000 |
| 2 | Non-Institutional Bidders 1 (More than 2 lots & up to Rs. 10,000,000/-) | 414 | 15,50,400 | 3,20,400 | 4.84 | 18,29,07,600 |
| 3 | Non-Institutional Bidders 2 (More than Rs. 10,000,000/-) | 325 | 32,35,200 | 6,39,600 | 5.06 | 38,17,34,400 |
| 4 | Qualified Institutional Buyers (excluding Anchor Portion) | 11 | 42,75,600 | 11,71,200 | 3.65 | 50,45,20,800 |
| 5 | Market Maker | 2 | 3,36,000 | 3,36,000 | 1.00 | 3,96,48,000 |
| Total | 3,703 | 1,64,79,600 | 44,90,400 | 3.67 | 1,94,38,54,800 |
Final Demand:
A summary of the final demand as per NSE as on the Bid/Offer Closing Date at different Bid Prices is as under:
| Sr. No. | Bid Price | No Of Equity Shares | % of Total | Cumulative Share Total | Cumulative % of Total |
| 1 | 110 | 1,05,600 | 0.45 | 1,05,600 | 0.45 |
| 2 | 111 | 20,400 | 0.09 | 1,26,000 | 0.54 |
| 3 | 112 | 2,400 | 0.01 | 1,28,400 | 0.55 |
| 4 | 113 | 2,400 | 0.01 | 1,30,800 | 0.56 |
| 5 | 114 | 4,800 | 0.02 | 1,35,600 | 0.58 |
| 6 | 115 | 31,200 | 0.13 | 1,66,800 | 0.71 |
| 7 | 116 | 34,800 | 0.15 | 2,01,600 | 0.86 |
| 8 | 117 | 22,800 | 0.10 | 2,24,400 | 0.96 |
| 9 | 118 | 2,31,92,400 | 99.04 | 2,34,16,800 | 100.00 |
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange - NSE on August 17, 2026.
1. Allocation to individual investors who applies for minimum application size (After Technical Rejections): The Basis of Allotment to individual investors who applies for minimum application size, who have bid at cut-off Price or at or above the Offer Price of Rs. 118.00 per equity shares, was finalized in consultation with NSE. The category was subscribed by 3.42 times i.e., for 69,24,000 Equity Shares. Total number of shares allotted in this category is 20,23,200 Equity Shares to 843 successful applicants. The category wise details of the Basis of Allotment are as under:
| Sr. No. | No. of Shares Applied for (Category wise) | No. of Applications Received | % of Total | Total No. of Equity Shares applied in this category | % to Total | Proportionate Shares available | Total No. of shares allocated/ allotted per Applicant | Ratio of allottees to applicants | Number of successful applicants (after rounding) | Total No. of shares allocate allotted |
| 1 | 2,400 | 2,885 | 100.00 | 69,24,000 | 100.00 | 20,23,200.00 | 701.28 | 843:2885 | 843 | 20,23,200 |
| Total | 2,885 | 100.00 | 69,24,000 | 100.00 | 20,23,200.00 | 701.28 | 843:2885 | 843 | 20,23,200 |
2. Allocation to Non-Institutional Investors NII 1 Category (More than 2 lots & up to Rs. 10,00,000/-) (After Technical Rejections): The Basis of Allotment to Other than Individual Investors to Non-Institutional Investors NII 1 Category, who have bid at Offer Price of Rs. 118.00 per equity shares or above, was finalized in consultation with NSE. The category was subscribed by 4.77 times i.e., for 15,27,600 shares. The total number of shares allotted in this category is 3,20,400 Equity Shares to 89 successful applicants. The category wise details of the Basis of Allotment are as under:
| Sr. No. | No. of Shares Applied for (Category wise) | No. of Applications Received | % of Total | Total No. of Equity Shares applied in each category | % to Total | No. of Equity Shares allocated/ allotted per Applicant | Ratio of allottees to applicants | Total No. of shares allocated/allotted |
| 1 | 3,600 | 380 | 93.14 | 13,68,000 | 89.55 | 2,98,411.76 | 83:380 | 2,98,800 |
| 2 | 4,800 | 19 | 4.66 | 91,200 | 5.97 | 14,920.59 | 4:19 | 14,400 |
| 3 | 6,000 | 2 | 0.49 | 12,000 | 0.79 | 1,570.59 | - | 0 |
| 4 | 7,200 | 2 | 0.49 | 14,400 | 0.94 | 1,570.59 | - | 0 |
| 5 | 8,400 | 5 | 1.23 | 42,000 | 2.75 | 3,926.47 | 1:5 | 3,600 |
| 6 | 4 un-successful Allottees from Serial no 3-4 will get Additional 1 lot of 3600 shares | 1:4 | 3,600 | |||||
| TOTAL | 408 | 100.00 | 15,27,600 | 100.00 | 3,20,400.00 | |||
3. Allocation to Non-Institutional Investors NII 2 Category (More than Rs. 10,00,000/-) (After Technical Rejections): The Basis of Allotment to Other than Individual Investors to Non-Institutional Investors NII 2 Category, who have bid at Offer Price of Rs. 118.00 per equity shares or above, was finalized in consultation with NSE. The category was subscribed by 5.01 times i.e., for 32,06,400 shares. The total number of shares allotted in this category is 63,96,00 Equity Shares to 177 successful applicants. The category wise details of the Basis of Allotment are as under:
| Sr. No. | No. of Shares Applied for (Category wise) | No. of Applications Received | % of Total | Total No. of Shares applied in each category | % to Total | No. of Equity Shares allocated/ allotted per Applicant | Ratio of allottees to applicants | Total No. of shares allocated/allotted |
| 1 | 9,600 | 312 | 96.89 | 29,95,200 | 93.41 | 3,600 | 43:78 | 6,19,200 |
| 2 | 10,800 | 4 | 1.24 | 43,200 | 1.35 | 3,600 | 2:4 | 7,200 |
| 3 | 12,000 | 3 | 0.93 | 36,000 | 1.12 | 3,600 | 2:3 | 7,200 |
| 4 | 15,600 | 1 | 0.31 | 15,600 | 0.49 | 0 | - | 0 |
| 5 | 16,800 | 1 | 0.31 | 16,800 | 0.52 | 0 | - | 0 |
| 6 | 99,600 | 1 | 0.31 | 99,600 | 3.11 | 0 | - | 0 |
| 7 | 3 un-successful Allottees from Serial no 4 to 6 will get Additional 1 lot of 3,600 shares | 1:3 | 3,600 | |||||
| 8 | 177 successful Allottees will get Additional 2 lot of 1,200 shares | 2:177 | 2,400 | |||||
| TOTAL | 322 | 100.00 | 32,06,400 | 100.00 | 6,39,600 | |||
4. Allocation to QIBs excluding Anchor Investors (After Technical Rejections): The Basis of Allotment to QIBs, who have bid at Offer Price of Rs. 118.00 per equity shares or above, was finalized in consultation with NSE. The category was subscribed by 3.65 times i.e., for 42,75,600 shares the total number of shares allotted in this category is 11,71,200 Equity Shares to 11 successful applicants. The category wise details of the Basis of Allotment are as under:
| Category | FI'S/BANK'S | MF'S | IC'S | NBFC'S | AIF | FPC/FII | OTHERS | TOTAL |
| QIB | - | - | - | - | 8,00,400 | 3,70,800 | - | 11,71,200 |
5. Allocation to Anchor Investors (After Technical Rejections & Withdrawal): The Company in consultation with the BRLM has allotted 13,60,800 Equity Shares to 12 Anchor Investors at Anchor Investor offer Price of 118.00 per equity shares in accordance with the SEBI ICDR Regulations. The category wise details of the Basis of Allotment are as under:
| CATEGORY | FIS/BANKS | MF'S | IC'S | NBFC'S | AIF | FPI/FPC | OTHERS | TOTAL |
| ANCHOR | - | - | - | - | 7,66,800 | 2,55,600 | 3,38,400 | 13,60,800 |
6. Allocation to Market Maker (After Technical Rejections): The Basis of Allotment to Market Maker, who have bid at Offer Price of Rs. 118.00/- per equity shares or above, was finalized in consultation with NSE. The category was subscribed by 1.00 time i.e., for 3,36,000 shares the total number of shares allotted in this category is 3,36,000 Equity Shares. The category wise details of the Basis of Allotment are as under:
| Sr. No. | No. of Shares Applied for (Category wise) | No. of Applications Received | % of Total | Total No. of Equity Shares applied in this Category | % to Total | No. of Equity Shares allocated/ allotted per Applicant | Ratio | Total Number of shares allotted | Surplus/ Deficit |
| 1 | 1,68,000 | 2 | 100.00 | 3,36,000 | 100.00 | 1,68,000 | 1:1 | 3,36,000 | 0.00 |
| TOTAL | 2 | 100.00 | 3,36,000 | 100.00 | 3,36,000 | 0.00 | |||
The Board of Directors of the Company at its meeting held on August 17, 2026 has approved the Basis of Allocation of Equity Shares as approved by the Designated Stock Exchange viz. NSE and has authorized the corporate action for offer of the Equity Shares to various successful applicants. The CAN-cum-allotment advices and/or notices will forward to the email id's and address of the Applicants as registered with the depositories / as filled in the application form on or before 19/08/2026. Further, the instructions to Self-Certified Syndicate Banks for unblocking the amount will process on or prior to 19/08/2026. In case the same is not received within ten days, investors may contact at the address given below. The Equity Shares allocated to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is taking steps to get the Equity Shares admitted for trading on the NSE Emerge within Three working days from the date of the closure of the offer.
| INVESTORS, PLEASE NOTE |
The details of the allotment made would also be hosted on the website of the Registrar to the offer, PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED at www.purvashare.com. All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicants, serial number of the Bid cum Application Form, number of shares applied for and Bank Branch where the application had been lodged and payment details at the address of the Registrar given below:
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PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED |
| Address: Unit No. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011. | |
| Tel No: 022 - 49614132 | Email: newissue@purvashare.com | Website: www.purvashare.com | |
| Investor Grievance Email Id: newissue@purvashare.com | |
| Contact Person: Ms. Deepali Gaonkar |
| For PRAMODINI MEDICARE LIMITED | |
| Sd/- | |
| Chalasani Kuldeep Kumar | |
| Date: August 19, 2026 | Designation: Chairman & Managing Director |
| Place: Andhra Pradesh | DIN: 03142837 |
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF PRAMODINI MEDICARE LIMITED.
Pramodini Medicare Limited is proposing, subject to market conditions and other considerations, public offer of its Equity Shares and has filed the Prospectus with the Registrar of Companies, Andhra Pradesh on August 17, 2026. The Prospectus is available on the website of the Book Running Lead Manager at www.shcapl.com, the website of the NSE i.e., https://www.nseindia.com, and website of our Company at www.pramodinidiagnostics.com.
Investor should note that investment in equity shares involves a high degree of risk. For details, investors should refer to and rely on the Prospectus, including the section titled "Risk Factors" of the Prospectus, which has been filed with ROC. The Equity Shares have not and will not be registered under the U.S. Securities Act ("the Securities Act") or any state securities laws in United States and may not be issued or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulations under the securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
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