Basis of Allotment

wpe162.jpg (8125 bytes) This is a public announcement for information purposes only and does not constitute an offer to acquire the securities. Not for release, publication or distribution, directly or indirectly outside India.
EPW INDIA LIMITED
Corporate Identification Number: U95111TG2021PLC150671

Our Company was originally incorporated as EPW India Private Limited on April 16, 2021 under the Companies Act, 2013 vide certificate of incorporation issued by the Registrar of Companies/ Central Registration Centre, Manesar. Subsequently, the name of the company was changed from "EPW India Private Limited" to "EPW India Limited" under The Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the Extra-Ordinary General Meeting held on November 25, 2024 and had obtained fresh certificate of incorporation dated December 26, 2024 issued by the Registrar of Companies/ Central Processing Centre, Manesar. For details pertaining to the changes of name of our company, please refer to the chapter titled "History and Corporate Structure" on page no. 190 of the Prospectus.

Registered Office: Shop No. 131 & 132, Ground Floor, C-Block Chenoy Trade Center, Parklane, Hyderabad, Secunderabad, Telangana, India, 500003
Website: https://epwindia.com/ E-Mail: compliance@epwindia.com; Telephone No: +91 79934 39988
Contact Person: Deepika Gupta, Company Secretary and Compliance Officer
PROMOTERS OF OUR COMPANY: YOUSUF UDDIN, MOHD FASI UDDIN AND MOHD ZAKI UDDIN
THE ISSUE IS BEING MADE THROUGH BOOK BUILDING PROCESS. IN ACCORDANCE WITH REGULATION 6(1) OR 6(2) OR CHAPTER IX OF THE SEBI ICDR REGULATIONS (INITIAL PUBLIC OFFER OF SMALL AND MEDIUM ENTERPRISES) OR ANY OTHER REGULATION AS MAY BE APPLICABLE] OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED FROM TIME TO TIME (SEBI ICDR REGULATIONS) AND THE EQUITY SHARES ARE PROPOSED TO BE LISTED ON NSE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED.

WE ARE IT ELECTRONICS REFURBISHING COMPANY PROVIDING REFURBISHED ELECTRONICS BY USING TWO DIFFERENT SUPPLYCHAIN METHOD (DIRECT TO CONSUMER AND BUSINESS TO BUSINESS) AT SIGNIFICANT PRICES AS COMPARED TO NEW PRODUCTS. OUR BUSINESS MODEL ENCOMPASSES END TO END REVERSE SUPPLY CHAIN FOR IT ASSETS. IT INVOLVES PROCURING USED IT ASSETS (LAPTOPS, DESKTOPS, CHROMEBOOK AND PERIPHERALS), REFURBISHING THEM TO AS CLOSE TO NEW CONDITION, AND SELLING THEM DIRECTLY TO END USE CUSTOMERS - BUSINESSES OR RETAIL. CURRENTLY, THE COMPANY SELLS IT PRODUCTS LIKE LAPTOPS, DESKTOPS, CHROMEBOOK, MONITORS, AND ACCESSORIES (KEYBOARDS, MOUSE, ETC.) THROUGH ITS OWN SHOPS AND WEBSITE. FOR FURTHER DETAILS PLEASE REFER TO THE CHAPTER TITLED "OUR BUSINESS" ON PAGE NO 143 OF PROSPECTUS.

BASIS OF ALLOTMENT

INITIAL PUBLIC ISSUE OF UP TO 32,79,600 EQUITY SHARES OF FACE VALUE OF RS.5/- EACH OF EPW INDIA LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS.97/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS.92/- PER EQUITY SHARE (THE "ISSUE PRICE") AGGREGATING TO RS.3181.21 LAKHS ("THE ISSUE"), OF WHICH 1,64,400 EQUITY SHARES OF FACE VALUE OF RS.5/- EACH FOR CASH AT A PRICE OF RS.97/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS.92/- PER EQUITY SHARE AGGREGATING TO RS.159.47 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 31,15,200 EQUITY SHARES OF FACE VALUE OF RS.5/- EACH AT A PRICE OF RS.97/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS.92/- PER EQUITY SHARE AGGREGATING TO RS.3021.74 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 28.57% AND 27.14%, RESPECTIVELY, OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS.5/- EACH.

ISSUE PRICE: RS.97.00/- PER EQUITY SHARE OF FACE VALUE OF RS.5.00/- EACH
ANCHOR INVESTOR OFFER PRICE IS: Rs.97.00/- PER EQUITY SHARE OF FACE VALUE OF RS.5.00/- EACH
THE ISSUE PRICE IS 19.40 TIMES OF THE FACE VALUE
BID/ISSUE PROGRAM ANCHOR INVESTOR BIDDING DATE: 19.12.2025
BID/ ISSUE OPENED ON: 22.12.2025
BID/ ISSUE CLOSED ON: 24.12.2025
RISK TO INVESTORS

1. Risk to Investors: Top 5 risk factors

a. Our company may be adversely affected by our dependence on IT Supplies, exposure to price volatility, and the absence of long-term supply contracts.

b. We do not own the premises in which our registered office is located and the same are on lease arrangement. Any termination of such lease/ license and/ or non-renewal thereof and attachment by Property Owner could adversely affect our operations.

c. Inability to effectively manage inventory levels and fluctuations in prices of key components used in the refurbishment process may increase our operational costs and adversely impact our business, profitability and cash flows

d. Our Company's business model is highly dependent on a reliable and efficient supply chain for the procurement of used laptops, components and other materials necessary for the refurbishment process. Any disruption in this supply chain may have a significant negative impact on the Company's operations, production schedules, and financial performance.

e. We may not be able to successfully manage the growth of our business if we are unable to maintain adequate internal systems, processes and controls.

2. Weighted average price at which the Equity Shares were acquired by our Promoter in Last One Year:

Sr. No. Name of Promoters No of Equity Shares acquired during the last one year* Weighted Average Price (in Rs. per Equity Share)
1. Yousuf Uddin 30,78,000 NIL
2. Mohd Zaki Uddin 23,49,000
3. Mohd Fasi Uddin 23,49.000
Total 77,76,000 NIL

*The equity shares acquired by the promoters in last 1 year are pursuant to share split (face value from Rs.10 to Rs.5 per share) and bonus issue (in the ratio of 40:1).

3. Weighted average cost of acquisition & Issue price:

a. Price per share of our Company based on the primary/ new issue of shares (equity/ convertible securities).

The details of issuance of Equity Shares or convertible securities, excluding shares issued under issuance of bonus shares and subdivision of shares, during the 18 months preceding the date of the Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of 30 days, are as follows:

There has been no issuance of Equity Shares during the 18 months preceding the date of the Red Herring Prospectus, except the split of shares and bonus issue as disclosed.

b. Price per share of our Company based on the secondary sale/ acquisition of shares (equity/ convertible securities).

The details of secondary sale/ acquisition of whether equity shares or convertible securities, where the promoter, members of the promoter group, selling shareholders, or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of the Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-issue capital before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days, are as follows:

There has been no transfer of Equity Shares during the 18 months more than 5% of the fully diluted paid up share capital of the Company preceding the date of the Red Herring Prospectus.

c. Price per share based on the last five primary or secondary transactions;

Since there are no such transactions to report to under (a) and (b) above, therefore, information based on last 5 primary or secondary transactions (secondary transactions where Promoters/ Promoter Group entities or Selling Shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction) not older than 3 years prior to the date of the Red Herring Prospectus irrespective of the size of transactions, is given below:

Primary Transaction

Sub-division of shares from Rs.10 per share to Rs.5 share

Date of Split Nature of Transaction Name of Allottees No. of Equity Shares Issue Price
July 18, 2025 Sub division of shares from Rs.10 per share to Rs.5 per share Yousuf Uddin 76,000 NIL
Mohd Fasi Uddin 58,000
Mohd Zaki Uddin 58,000
Fateema Jabeen 2,000
Ayesha Fathima 2,000
Saba Begum 2,000
Mujeeb Sultana 2,000
Total 2,00,000

Bonus Issue in the ratio of 40:1

Date of Issue Nature of Allotment Name of Person Number of shares allotted Issue Price
September 01,2025 Bonus Issue Yousuf Uddin 30,40,000 NIL
Mohd Fasi Uddin 23,20,000
Mohd Zaki Uddin 23,20,000
Fateema Jabeen 80,000
Ayesha Fathima 80,000
Saba Begum 80,000
Mujeeb Sultana 80,000
Total 80,00,000

Secondary Transaction

Sr. No Date of transfer Name of Transferor Name of Transferee Number of Shares Transfer value per share Total Consideration
1 26/10/2024 Yousuf Uddin Fateema Jabeen 1,000 10 10,000
2 26/10/2024 Yousuf Uddin Mujeeb Sultana 1,000 10 10,000
3 26/10/2024 Mohd Fasi Uddin Ayesha Fathima 1,000 10 10,000
4 26/10/2024 Mohd Zaki Uddin Saba Begum 1,000 10 10,000
Total 4,000 10 40,000
WEIGHTED AVERAGE COST OF ACQUISITION 10

Weighted average price per share is calculated, post adjusting corporate actions like split and bonus done by the company.

Sr. No. Name of Promoter Total No. of Equity Shares Weighted Average Price* (in Rs. per equity share)
1. Yousuf Uddin 31,16,000 0.12
2. Mohd Fasi Uddin 23,78,000 0.12
3. Mohd Zaki Uddin 23,78,000 0.12
4. Fateema Jabeen 82,000 0.12
5. Ayesha Fathima 82,000 0.12
6. Saba Begum 82,000 0.12
7. Mujeeb Sultana 82,000 0.12

* Weighted average price per share is calculated, post adjusting corporate actions like split and bonus done by the company.

PROPOSED LISTING

The Offer was being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (‘SCRR') read with Regulation 253 of the SEBI ICDR Regulations, as amended, wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers (‘QIBs', the ‘QIB Portion'). Our Company in consultation with the Book Running Lead Manager has allocated upto 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (‘Anchor Investor Portion'). Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was made available for allocation to Individual Investors in accordance with the SEBI (ICDR) Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount (‘ASBA') process providing details of their respective ASBA accounts, and UPI ID in case of Individual Investors using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see ‘Issue Procedure' beginning on page 375 of the Prospectus.

The investors are advised to refer to the Prospectus for the full text of the Disclaimer clause pertaining to NSE. For the purpose of this Offer, the designated Stock Exchange will be the National Stock Exchange of India Limited. The trading is proposed to be commenced on or before December 30,2025*

*Subject to the receipt of listing and trading approval from the NSE (‘NSE EMERGE').

SUBSCRIPTION DETAILS

The Issue is being made in compliance with the provisions of Regulation 229(1) and 253 of Chapter IX of the SEBI (ICDR) Regulations, 2018 and through the Book Building Issue. For further details, please refer to chapter titled "Issue Structure" beginning on page 371 of the Prospectus.

All investors have participated in this issue through Application Supported by Blocked Amount ("ASBA") process including through Unified Payment Interface ("UPI") mode (as applicable) by providing the details of the respective bank accounts/ UPI ID as applicable in which the corresponding application amounts were blocked by Self Certified Syndicate Banks (the "SCSBs")/ Sponsor Bank as the case may be.

"The bidding for Anchor Investors opened and closed on December 19, 2025. The Company received 3 Anchor Investors applications for 10,36,800 Equity Shares. The Anchor Investor Allocation price was finalized at Rs.97/- per Equity Share. A total of 9,32,400 Equity Shares were allotted under the Anchor Investors portion aggregating to Rs.9,04,42,800/-.

The Offer (excluding Anchor Investors Portion) received 717 Applications for 30,07,200 Equity Shares (after considering invalid bids, Other than RC10 Transaction declined by Investors, RC10 Mandate not accepted by Investors and Withdrawal/ Cancelled Bids reported by SCSB and rejections) resulting 1.28 times subscription (including reserved portion of market maker and excluding anchor investor portion). The details of the Applications received in the Offer from various categories are as under (before rejections):"

Detail of the Applications Received (Excluding Anchor Investor):

Category Number of Applications Number of Equity Shares Spill Over (if any) Equity Shares Allotted Subscription (Times) Equity Shares Reserved as Per Prospectus Amount (Rs.)
Individual Investor 596 13,99,200 0 10,92,000 1.28 10,92,000 10,59,24,000
Non-Institutional Investor (More than Rs.2 Lakhs and upto Rs.10 Lakhs) 100 4,10,400 4,800 1,60,800 2.55 1,60,800 1,55,97,600
Non-Institutional Investor (More than Rs.10 Lakhs) 18 3,07,200 -4,800 3,07,200 1.00 3,07,200 2,97,98,400
Qualified Institutional Bidders (excluding Anchor Investors) 2 7,26,000 0 6,22,800 1.17 6,22,800 6,04,11,600
Market Maker 1 1,64,400 0 1,64,400 1 1,64,400 1,59,46,800
Total 717 30,07,200 0 23,47,200 1.28 32,79,600 31,81,21,200

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 Capital Cumulative % of Total
1 95.00 85200 1.25 85200 1.25
2 96.00 9600 0.14 94800 1.39
3 97.00 6742800 98.61 6837600 100.00
Total 6837600 100.00

ALLOCATION: The Basis of Allotment was finalized in consultation with the Designated Stock Exchange - National Stock Exchange of India Limited ("NSE EMERGE") on 26.12.2025

1. Allotment to Individual Investor (After Rejection): "The Basis of Allotment to the Individual Investors, who have Bid at cut-off Price or at or above the Offer Price of Rs.97 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 1.28 times. The total number of Equity Shares Allotted in this category is 10,92,000 Equity to 455 successful applicants. The details of the Basis of Allotment of the said category are as under:":

Number of shares applied for Category Wise Number of Applications Received % of Total Total No. of shares Applied % of Total Number of Shares Allotted to Applicant Ratio Total Number of shares Allocated/Allotted
2400 583 100.00 1399200 100.00 455 455:583 1092000
GRAND TOTAL 583 100.00 1399200 100.00 455 10,92,000

2. Allotment to Non-Institutional Investor (More than Rs.2 Lakhs and upto Rs.10 Lakhs) (After Rejection): "The Basis of Allotment to the Non-Institutional Investor, who have Bid at cut-off Price or at or above the Offer Price of Rs.97 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 2.55 times. The total number of Equity Shares Allotted in this category is 1,60,800 Equity to 44 successful applicants. The details of the Basis of Allotment of the said category are as under:":

Number of shares applied for Category Wise Number of Applications Received % of Total Total No. of shares Applied % of Total Number of Shares Allotted to Applicant Ratio Total Number of shares Allocated/Allotted
3600 70 70.00 252000 61.40 31 31:70 111600
4800 22 22.00 105600 25.73 10 10:22 36000
6000 6 6.00 36000 8.77 3 3:6 10800
7200 1 1.00 7200 1.75 0 0:1 0
9600 1 1.00 9600 2.34 0 0:1 0
"2400 Additional share will be allotted to successful allotees from Sr no. 2 to 5 = 2400 shares in ratio of 2:13" 0 2:13 2400
GRAND TOTAL 100 100.00 410400 100.00 44 160800

3. Allotment to Non-Institutional Investor (More than 10 Lakhs) (After Rejection): "The Basis of Allotment to the Non- Institutional Investor, who have Bid at cut-off Price or at or above the Offer Price of Rs.97 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 1.00 times. The total number of Equity Shares Allotted in this category is 3,07,200 Equity to 18 successful applicants. The details of the Basis of Allotment of the said category are as under:":

Number of shares applied for Category Wise Number of Applications Received % of Total Total No. of shares Applied % of Total Number of Shares Allotted to Applicant Ratio Total Number of shares Allocated/Allotted
10800 12 66.67 129600 42.19 12 1:1 129600
12000 2 11.11 24000 7.81 2 1:1 24000
19200 1 5.56 19200 6.25 1 1:1 19200
36000 2 11.11 72000 23.44 2 1:1 72000
62400 1 5.56 62400 20.31 1 1:1 624000
GRAND TOTAL 18 100.00 307200 100.00 18 307200

4. Allotment to Qualified Institutional Bidders (excluding Anchor Investors) (After Rejection): "The Basis of Allotment to the Qualified Institutional Investors, who have Bid at cut-off Price or at or above the Offer Price of Rs.97 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 1.17 times. The total number of Equity Shares Allotted in this category is 6,22,800 Equity to 2 successful applicants. The details of the Basis of Allotment of the said category are as under:":

Category FI'S/BANK'S MF'S IC'S NBFC'S AIF FPC/FII Others Total
QIB - - - - 6,22,800 - - 6,22,800

5. Allotment to Market Maker (After Rejection): "The Basis of Allotment to the Market Maker, who have Bid at cut-off Price or at or above the Offer Price of Rs.97 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 1.00 times. The total number of Equity Shares Allotted in this category is 1,64,400 Equity to 1 successful applicant. The details of the Basis of Allotment of the said category are as under:":

Number of shares applied for Category Wise Number of Applications Received % of Total Total No. of shares Applied % of Total Number of Shares Allotted to Applicant Ratio Total Number of shares Allocated/Allotted
1,64,400 1 100 1,64,400 100 1,64,400 1:1 1,64,400

6. Allotment to Anchor Investor: "The company in consultation with the BRLM has allocated 9,32,400 equity shares to 3 Anchor Investors Issue Price of Rs.97 per equity shares in accordance with SEBI (ICDR) Regulations. This represents upto 60% of QIB:":

Category FIS/BANKS MF's IC's NBFC's AIF FPI/FPC VC's Total Number of shares Allocated/Allotted
Anchor - - - - 5,16,000 4,16,400 - 9,32,400

The Board of Directors of the Company at its meeting held on December 26, 2025 has taken on record the Basis of Allocation of Equity Shares and as approved by the Designated Stock Exchange i.e. NSE on December 26, 2025 and has authorized the corporate action to allot the Equity Shares to various successful applicants.

The CAN-cum-Refund Orders and allotment advice and/ or notices shall be dispatched to the address of the Applicants as registered with the depositories on or before December 29, 2025. Further, the instructions to Self-Certified Syndicate Banks for unblocking the amount shall be processed on or before December 29, 2025. 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. In case the same is not received within four days, investors may contact the Registrar to the issue at the address given below. The Equity Shares allocated to successful applicants shall be uploaded on or before December 29, 2025, or credit into the respective beneficiary accounts subject to validation of the account details with depositories concerned. The Company is in the process of obtaining approval from NSE and the trading of the equity shares is expected to commence trading on December 30, 2025.

INVESTORS, PLEASE NOTE

Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus dated December 26, 2025 ("Prospectus"). The details of the allotment made would also be hosted on the website of the Registrar to the Issue Bigshare Services Private Limited at https://www.bigshareonline.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 Application Form, number of shares applied for, applicants DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the applicants, Bank Branch where the application had been submitted, copy of the acknowledgement Slip and payment details at the address of the Registrar given below:

BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE COMPANY SECRETARY AND COMPLIANCE OFFICER
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Getfive Advisors Private Limited (Formerly Aavanya Advisors Private Limited) Bigshare Services Private Limited EPW India Limited
Address: 502, Abhishree Avenue, Nehrunagar, Manekbag, Ahmedabad, Gujarat, India, 380015 Address: S6-2, 6th Floor Pinnacle Business Park, Mahakali Caves Road, next to Ahura Centre, Andheri East, Mumbai- 400093, Maharashtra Registered Office Address: Shop No. 131 & 132, Ground Floor, C-Block Chenoy Trade Center, Parklane, Hyderabad, Secunderabad, Telangana, India, 500003
Website: www.getfive.in Website: https://www.bigshareonline.com Contact Person: Deepika Gupta, Company Secretary and Compliance Officer
SEBI Registration: INM000013147 SEBI Registration: INR000001385 Telephone: +91 79934 39988
Email: compliance@epwindia.com
Website: https://epwindia.com

Note: Investors may contact our Company Secretary and Compliance Officer and/ or Registrar to Issue and/ or Book running lead manager, for any pre-issue or post-issue related queries, such as non-receipt of letters of allotment, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc.

For on the behalf of EPW India Limited
Sd /-
Yousuf Uddin
Place: Secunderabad, Telangana Managing Director and Chairman
Date: December 26, 2025 DIN: 08423158

The Level of Subscription should not be taken to be indicative of either the market price of the Equity Share on Listing or the business prospects of EPW India Limited.

Disclaimer: EPW India Limited has filled the Prospectus dated December 26, 2025, with the Stock Exchange, Registrar of Companies and SEBI. The Prospectus is available on the respective websites of the Book Running Lead Manager at www.getfive.in the website of the NSE at www.nseindia.com and website of the Issuer Company at www.epwindia.com. Investors should note that investment in Equity Shares involves a high risk and for the details relating to the issue, please see "Risk Factors" beginning on page 31 of the Prospectus. The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the "Securities Act") or any state securities laws in the United States and unless so registered, and may not be issued or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable U.S. state securities laws. The Equity Shares are being issued and sold outside the United States in ‘offshore transactions' in reliance on Regulation under the Securities Act and applicable laws of each jurisdiction where such Issue and sales are made. There will be no public issuing in the United States.