| Basis of Allotment |
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSE ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. THE EQUITY SHARES OF OUR COMPANY WILL GET LISTED ON EMERGE PLATFORM OF THE NATIONAL STOCK EXCHANGE ON INDIA LIMITED IN COMPLIANCE WITH CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED ("SEBI ICDR REGULATIONS, 2018")
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| MANAS POLYMERS AND ENERGIES LIMITED |
| Corporate Identity Number: U22203MP2024PLC069462 |
Our Company was incorporated as a public limited company in the name and style of 'Manas Polymers and Energies Limited' under the provisions of the Companies Act, 2013 vide certificate of incorporation dated January 19, 2024, bearing Corporate Identity Number U22203MP2024PLC069462 issue by Registrar of Companies, Central Registration Centre. Later, on January 25, 2024, our Company took over the business of proprietorship concern of our erstwhile Promoter i.e. Late. Anju Bhadauria, namely Manas Polymers and Manas Power and Infrastructure as per the business transfer agreement dated January 25, 2024 along with certain assets and liabilities of the proprietorship concerns as going concern in terms of the business transfer agreement. For further details, see "History and Certain Other Corporate Matters" on page 165 of the Prospectus.
| Registered Office: Plot No. 3, Baraghata, Industrial Area, Jhansi Road, Lashkar, Gwalior, Gird, Madhya Pradesh, India, 474001. Tel: +91 75129 91115; Fax: NA; |
| Website: www.manaspolymers.com; E mail: cs@manaspolymers.com; Contact Person: Ankita Chopra, Company Secretary and Compliance Officer; |
| Corporate Identity Number: U22203MP2024PLC069462 |
| PROMOTERS OF OUR COMPANY: VINEET BHADAURIA, DHRUV BHADAURIA AND JANVI BHADAURIA |
Our Company has filed the Prospectus with the RoC and the Equity Shares are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited ("NSE") and trading of the Equity Shares Allotted pursuant to the Issue is expected to commence on Monday, October 06, 2025.
| BASIS OF ALLOTMENT |
INITIAL PUBLIC ISSUE OF 29,04,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH ("EQUITY SHARES") OF MANAS POLYMERS AND ENERGIES LIMITED ("COMPANY") FOR CASH AT A PRICE OF RS. 81/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 71/- PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING UP TO RS. 2,352.24 LAKHS OUT OF WHICH 1,47,200 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 81/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 71/- PER EQUITY SHARE AGGREGATING RS. 119.23 LAKHS WAS RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 27,56,800 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH AT A PRICE OF RS. 81/- PER EQUITY SHARE AGGREGATING TO RS. 2,233.01 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 37.35% AND 35.45% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS RS. 10/- EACH. THE ISSUE PRICE IS 8.1 TIMES THE FACE VALUE OF THE EQUITY SHARES.
| THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE IS RS. 81/- PER EQUITY SHARE |
| THE ISSUE PRICE IS 8.1 TIMES THE FACE VALUE OF EQUITY SHARES |
| Bid Opened On: | Friday, September 26, 2025 | Initiation of Unblocking of Funds/ refunds (T+2 Days) | Friday, October 03, 2025 |
| Bid Closed On (T-day) | Tuesday, September 30, 2025 | Credit of Equity Shares to demat accounts of Allotees (T+2 Days) | Friday, October 03, 2025 |
| Finalization of basis of allotment with the Designated Stock Exchange/ Allotment of Securities (T +1 Day) | On or about, Wednesday, 01 October 2025 | Commencement of Trading of Equity Shares on the Stock Exchanges/Listing Date (T+3 Days) | On or about, Monday, October 06, 2025* *Subject to the receipt of listing and trading approval from NSE EMERGE |
| RISKS TO INVESTORS: |
| For details refer to section titled "Risk Factors" on page 31 of the Prospectus |
(i) A significant portion of our revenue is derived from the sale of PET preforms and remaining from PET bottles, jars and HDPE containers. Any decline in the sales of our finished key product and could have an adverse effect on our business, results of operations and financial condition.
(ii) We are dependent on our power purchase and wheeling agreement for solar energy-based plants under REC mechanism ("PPA") dated June 05, 2015 to sell power and generate our revenue from operations. Termination or change in the terms of the PPA could adversely affect our business, results of operations and financial condition.
(iii) Our business is subject to seasonal volatility due to packaged mineral water and soft drinks sales in summer and winter seasons.
(iv) Our business is dependent and will continue to depend on our manufacturing facility, and we are subject to certain risks in our manufacturing process. Any slowdown or shutdown in our manufacturing operations or strikes, work stoppages or increased wage demands by our employees that could interfere with our operations could have an adverse effect on our business, financial condition and results of operations.
(v) Trade Receivables and Inventories form a substantial part of our current assets and net worth. Failure to manage our trade receivables could have an adverse effect on our net sales, profitability, cash flow and liquidity.
(vi) There have been instances of discrepancies/errors and statutory non-compliances in the past under Companies Act. We may be subject to legal proceedings or regulatory actions by statutory authorities and our business, financial condition and reputation may be adversely affected.
(vii) The operations and maintenance activities of our Solar Power Plant are outsourced to a third party service provider.
(viii) We are primarily dependent upon few key suppliers for procurement of raw materials. Any disruption in the supply of these raw materials or fluctuations in their prices could have a material adverse effect on our business operations and financial conditions.
(ix) There are outstanding legal proceedings against our Company, Promoters, and certain of our Directors. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business, results of operations and financial condition.
(x) Our premises are not owned by us and we have only leasehold rights over such premises. In the event we lose such rights or are required to negotiate it, our cash flows, business, financial conditions and results of operations could be adversely affected.
(xi) The average cost of acquisition of Equity Shares acquired by the Promoters as on the date of the Prospectus is:
| Name of Promoter | No. of Equity Shares | Average cost of Acquisition Price (in Rs. per equity share) |
| Vineet Bhadauria | 48,68,000 | Negligible |
| Dhruv Bhadauria | 100 | Nil |
| Janvi Bhadauria | 700 | 1.43 |
As certified by M/s. SSRV & Associates Chartered Accountants, by way of their certificate dated September 30, 2025.
(xii) Equity Shares transacted in one year, eighteen months and three years preceding the date of the Prospectus by all the shareholders:
| Period | Weighted Average Cost of Acquisition (in Rs.) | Upper end of the Price band (Rs. 81/-) is 'X' times the Weighted Average Cost of Acquisition | Range of acquisition price: Lowest Price - Highest Price (in Rs.) |
| Last 1 year | NA | NA | NA |
| Last 18 months | NA | NA | NA |
| Last 3 years | 10.65 | 7.61 | 0-100 |
As certified by M/s. S S R V & Associates, Chartered Accountants, by way of their certificate dated September 30, 2025.
(xiii) The Price/Earnings ratio based on diluted EPS for Fiscal 2025 for our Company at upper band is 9.19 times.
(xiv) Weighted Average Return on Net Worth for fiscals 2025, 2024 and 2023 is 42.42%.
(xv) Weighted average cost of acquisition compared to floor price and cap price.
| Past Transactions | Weighted average cost of acquisition (in Rs.) | Floor Price Rs. 76/- | Cap Price Rs. 81/- |
| Weighted average cost of acquisition (WACA) of last 5 Primary Transactions | 10.65 | 7.13 | 7.61 |
| Weighted average cost of acquisition (WACA) of last 5 secondary transactions | NA | - | - |
As certified by Statutory Auditors of our Company M/s SSRV and Associates., Chartered Accountants, by way of their certificate dated September30,2025.
| ISSUE PROGRAMME | ISSUE OPENED ON: FRIDAY, SEPTEMBER 26, 2025 |
| ISSUE CLOSED ON: TUESDAY, SEPTEMBER 30, 2025 | |
| PROPOSED LISTING: ON OR ABOUT MONDAY, OCTOBER 06, 2025* |
*Subject to the receipt of listing and trading approval from NSE EMERGE
The Equity Shares of our Company offered through the Red Herring Prospectus and Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited ("NSE") in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an In-Principle approval letter dated August 19, 2025 from NSE for using its name in the Red Herring Prospectus and Prospectus for listing of our shares on the EMERGE Platform of National Stock Exchange of India Limited. For the purposes of the Issue, the Designated Stock Exchange shall be Emerge Platform of National Stock Exchange of India Limited. It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Issue Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Issue Document. The investors are advised to refer to the Prospectus for the full text of the "Disclaimer Clause of the NSE" on page 222 of the Prospectus. For the purpose of this issue the Stock Exchange will be NSE. The trading is proposed to be commenced on or about Monday, October 6, 2025 (Subject to receipt of listing and trading approval from NSE).
This Issue was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 229 of the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations. In compliance with the applicable regulations, the allocation in this Issue was made as follows: (i) not more than 10.10% of the Net Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Further, 5.17% of the QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.17% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion shall be added to the remaining QIB Portion for proportionate allocation to QIBs. (ii) Further not less than 24.90% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Investors ("Nils"), of which one third was reserved for applicants with an application size of more than two lots and upto such lots equivalent to not more Rs. 10,00,000 and two-thirds was reserved for applicants with application size of more than Rs. 10,00,000 and (iii) not less than 65.00% of the Net Issue was available for allocation to Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All Bidders were required to participate in the Issue by mandatorily utilizing 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 was 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. For details, see "Issue Procedure' on page 239 of the Prospectus.
| SUBSCRIPTION DETAILS |
DETAILS OF THE APPLICATION:
The Issue has received 140 applications for 35,64,800 Equity Shares (Including Market Maker Application of 1,47,200 Equity Shares) resulting 1.23 times subscription. The details of the applications received in the Issue from Individual Investors applied for minimum application size, Non-Institutional Investors, Qualified Institutional Investors and Market Maker (before and after technical rejections & withdrawal) are as follows:
DETAILS OF APPLICATIONS RECEIVED (BEFORE TECHNICAL REJECTIONS):
| Sr No | Category | No of application | No of shares | Reserved | No of times subscription | Amount (in Rs.) |
| 1 | Market Maker | 1 | 1,47,200 | 1,47,200 | 1.0000 | 1,19,23,200 |
| 2 | Individual Investors applied for minimum application size (2 Lots) | 107 | 3,42,400 | 17,92,000 | 0.1911 | 2,77,34,400 |
| 3 | Non-Institutional Bidders (More than 2 lots & up to Rs. 10,00,000) | 22 | 1,26,400 | 2,30,400 | 0.5486 | 1,02,38,400 |
| 4 | Non-Institutional Bidders (More than Rs. 10,00,000) | 4 | 10,94,400 | 4,56,000 | 2.4000 | 8,86,46,400 |
| 5 | Qualified Institutional Buyers | 6 | 18,54,400 | 2,78,400 | 6.6609 | 15,02,06,400 |
| TOTAL | 140 | 35,64,800 | 29,04,000 | 1.2275 | 28,87,48,800 |
DETAILS OF APPLICATIONS REJECTED BYTHE REGISTRAR ON TECHNICAL GROUNDS ARE DETAILED BELOW:
| Sr No | Category | No of applications | No of shares |
| 1 | Market Maker | Nil | Nil |
| 2 | Individual Investors applied for minimum application size (2 Lots) | 3 | 9,600 |
| 3 | Non-Institutional Bidders (More than 2 lots & up to Rs. 10,00,000) | 1 | 4,800 |
| 4 | Non-Institutional Bidders (More than Rs. 10,00,000) | Nil | Nil |
| 5 | Qualified Institutional Buyers | Nil | Nil |
| TOTAL | 4 | 14,400 |
A summary of the final demand as per NSE as on the Bid/ lssue Closing Date at different Bid Prices is as under:
| Sr. No | Bid Price | Shares | % of Total | Cumulative Share | Cumulative % to Total |
| 1 | 76 | 12,800 | 0.18 | 12,800 | 0.18 |
| 2 | 77 | 9,600 | 0.13 | 22,400 | 0.31 |
| 3 | 78 | 9,600 | 0.13 | 32,000 | 0.45 |
| 4 | 79 | - | 0.00 | 32,000 | 0.45 |
| 5 | 80 | 6,400 | 0.09 | 38,400 | 0.54 |
| 6 | 81 | 70,76,800 | 99.46 | 71,15,200 | 100.00 |
| Total | 71,15,200 | 100.00 | - | - |
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange - NSE on Wednesday, October 1, 2025.
1) Allocation to Market Maker (After Technical Rejections & Withdrawal): The Basis of Allotment to Market Maker who have bid at Issue Price of Rs. 81/- per Equity Shares or above, was finalized in consultation with NSE. The category was subscribed 1 times i.e. for 1,47,200 Equity Shares the total number of shares allotted in this category is 1,47,200 Equity Shares. The category wise details of the Basis of Allotment are as under:
| No. of Shares Applied for (Category wise) | No. of Applications received | %to 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 |
| 1,47,200 | 1 | 100 | 1,47,200 | 100 | 1,47,200 | 1:1 | 1,47,200 | - |
| Total | 1 | 100 | 1,47.200 | 100 | 1,47,200 | 1:1 | 1,47,200 | - |
2) Allocation to Individual Investors (After Technical Rejections & Withdrawal): The Basis of Allotment to the Individual Investors, who have bid at cut off Price or at or above the Issue Price of Rs. 81/- per Equity Share, was finalized in consultation with NSE. The category was subscribed by 0.19 times i.e. for Equity Shares. The total number of shares allotted in this category is 3,32,800 Equity Shares to 104 successful applicants. The category wise details of the Basis of Allotment as under:
| Sr. No. | Category | No. of Applications Received | % of Total | Total No. of Equity Shares Applied | % to Total | No. of Equity Shares Allotted per Bidder | Ratio | Total No. of Equity Shares Allotted | Surplus/ Deficit |
| 1 | 3,200 | 104 | 100.00 | 3,32,800 | 100.00 | 3,200 | 01:01 | 3,32,800 | 0 |
| Total | 104 | 100.00 | 3,32,800 | 100.00 | 3,32,800 | 0 |
3) Allocation to Non-Institutional Investors (More than 2 lots & up to Rs. 10,00,000) (After Technical Rejections & Withdrawal): The Basis of Allotment to Other than Individual Investors, who have bid at Issue Price of Rs. 81/- per Equity Share or above, was finalized in consultation with NSE The category was subscribed by 0.53 times i.e. for 1,21,600 Equity Shares the total number of shares allotted in this category is 1,21,600 Equity Shares to 21 successful applicants. The category wise details of the Basis of Allotment are as under.
| Sr. No. | Category | No. Of Applications Received | % of Total | Total No. of Equity Shares Applied | % to Total | No. of Equity Shares Allotted per Bidder | Ratio | Total No. of Equity Shares Allotted | Surplus/ Deficit |
| 1 | 4,800 | 17 | 80.95 | 81,600 | 67.11 | 4,800 | 01:01 | 81,600 | 0 |
| 2 | 6,400 | 1 | 4.76 | 6,400 | 5.26 | 6,400 | 01:01 | 6,400 | 0 |
| 3 | 11,200 | 3 | 14.29 | 33,600 | 27.63 | 11,200 | 01:01 | 33,600 | 0 |
| Total | 21 | 100.00 | 1,21,600 | 100.00 | 1,21,600 | 0 |
3) Allocation to Non-Institutional lnvestors (More than Rs. 10,00.000) (After Technical Rejections & Withdrawal): The Basis of Allotment to Other than Individual Investors, who have bid at Issue Price of Rs. 81/- per Equity Share or above, was finalized in consultation with NSE. The category was subscribed by 2.4 times i.e. for 10,94,400 Equity Shares the total number of shares allotted in this category is 10,94,400 Equity Shares to 4 successful applicants. The category wise details of the Basis of Allotment are as under:
| Sr. No. | Category | No. of Applications Received | % of Total | Total No. of Equity Shares Applied | % to Total | No. of Equity Shares Allotted per Bidder | Ratio | Total No. of Equity Shares Allotted | Surplus/ Deficit |
| 1 | 12,800 | 1 | 25.00 | 12,800 | 1.16 | 12,800 | 01:01 | 12,800 | 0 |
| 2 | 32,000 | 1 | 25.00 | 32,000 | 2.92 | 32,000 | 01:01 | 32,000 | 0 |
| 3 | 3,69,600 | 1 | 25.00 | 3,69,600 | 33.77 | 3,69,600 | 01:01 | 3,69,600 | 0 |
| 4 | 6,80,000 | 1 | 25.00 | 6,80,000 | 62.13 | 6,80,000 | 01:01 | 6,80,000 | 0 |
| Total | 4 | 100.00 | 10,94,400 | 100.00 | 10,94,400 | 0 |
4) Allocation to QIBs (After Technical Rejections & Withdrawal): The Basis of Allotment to QIBs, who have bid at Issue Price of Rs. 81/- per Equity Share or above, was finalized in consultation with NSE. The category was subscribed by 6.66 times i.e. for 18,54,400 Equity shares. The total number of shares allotted in this category is 12,08,000 Equity Shares to 6 successful applicants. The category wise details of the Basis of Allotment are as under:
| Category | FIS/BANKS | MPS | ICS | NBFC'S | AIF | FPC | Others | Total |
| QIB | - | - | - | - | 6,03,200 | 6,04,800 | - | 12,08,000 |
The Board of Directors of the Company on October 1, 2025, has taken on record the Basis of Allotment of Equity Shares as approved by Designated Stock Exchange viz. NSE and has allotted the Equity Shares to various successful bidders. The Allotment Advices-cum-lntimations and/or notices have been forwarded to the email ids and/or address of the Applicants as registered with the depositories/as filled in the application form. Further, the instructions to Self-Certified Syndicate Banks for unblocking the funds & transfer to Public Issue Account have been issued on or before October 3, 2025. In case the same is not received within two working days, investors may contact at the address given below. The equity shares allotted to the successful allottees have been uploaded on October 3, 2025 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE Emerge on October 3, 2025. The Company has received the listing and trading approval from NSE Emerge and trading will commence on October 6, 2025.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated September 30, 2025 ("Prospectus") filed with Registrar of Companies.
| INVESTORS PLEASE NOTE |
The details of the allotment made would also be hosted on the website of the Registrar to the Issue, Purva Sharegistry (India) Private Limited at www.Purvashare.com. All future correspondence in this regard may kindly be addressed to the Registrar to the Issue 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:
| Purva Sharegistry (India) Private Limited |
| Address: 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East) |
| Mumbai 400011, Maharashtra, India. |
| Tel. No.: +91 22 4961 4132 |
| Email: newissue@purvashare.com |
| Website: www.purvashare.com |
| Investor Grievance Email: newissue@purvashare.com |
| Contact Person: Deepali Dhuri |
| SEBI Registration No.: INR000001112 |
| CIN: U67120MH1993PTC074079 |
| NOTICE TO THE INVESTORS CORRIGENDUM CUM ADDENDUM TO PROSPECTUS DATED SEPTEMBER 30, 2025 ("THE CORRIGENDUM CUM ADDENDUM") |
In this regard, potential bidders may note the following information disclosed in the RHP dated SEPTEMBER 21, 2025 and Prospectus date September 30, 2025 shall stand modified in the manner indicated below:
The definition of "Individual Investor Portion" shall be read as: "The portion of the Issue being not less than 65% of the Net Issue consisting of 17,92,000 Equity Shares of face value of Rs. 70/- each, which shall be available for allocation to Individual Bidders in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids being received at or above the Issue Price."
All capitalised term used in this Corrigendum Cum Addendum shall, unless the context otherwise requires, have the meaning ascribed to them in the RHP and Prospectus.
| On behalf of the Board of Directors | |
| For Manas Polymers and Energies Limited | |
| Sd/- | |
| Date: October 03, 2025 | Vineet Bhadauria |
| Place: Gwalior | DIN:01145562 |
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 MANAS POLYMERS AND ENERGIES LIMITED.
Manas Polymers and Energies Limited is proposing, subject to market conditions, public Issue of its Equity Shares and had filed the Prospectus with the, Registrar of Companies, Gwalior. The Prospectus is available on the website of SEBI at www.sebi.gov.in, the website of the Book Running Lead Manager at www.expertglobal.in, website of the NSE at www.nseindia.com and website of Issuer Company at www.manaspolymers.com Investors, should note that investment in equity shares involves a high degree of risk. For details, investors shall refer to and rely on the Prospectus including the section titled "Risk Factors" beginning on page 31 of the Prospectus, which has been filed with ROC. The Equity Shares have not been and will not be registered under the US Securities Act (the "Securities Act") or any state securities law 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 the Regulation S under the Securities Act), except pursuant to an exemption.
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