| Basis of Allotment |
| (THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES. 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 PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.) |
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| ANUBHAV PLAST LIMITED |
| Corporate Identification Number: U25202UP1987PLC008460 |
Our Company was originally incorporated as "Company Limited by Shares" under the name "Anubhav Plast Private Limited" under the provisions of the Companies Act, 1956 and the Certificate, of Incorporation was issued by the Registrar of Companies, Kanpur on January 01, 1987, vide certificate of incorporation bearing CIN U25202UP1987PTC008460. Pursuant to a special resolution passed by our Shareholders in the Extra-Ordinary General Meeting held on December 14, 2024, our Company was converted from a private limited company to public limited company and consequently, the name of our Company was changed to "Anubhav Plast Limited" and a fresh certificate of incorporation dated January 06, 2025 was issued to our Company by the Registrar of Companies, Central Processing Centre. The Corporate Identity Number of our Company is U25202UP1987PLC008460.
| Registered Office: 7/41 A, Basement, Basant Tower, Tilak Nagar, Swarup Nagar, Kanpur Nagar, Uttar Pradesh, India - 208002. |
| Website: www.anubhavpole.com | E-Mail: cs@anubhavpole.com | Telephone No.: 7526065186 | Company Secretary and Compliance Officer: Mr. Siddharth Tiwari |
| PROMOTERS OF OUR COMPANY: MR. ONKAR NATH GUPTA, MR. VINAMRA GUPTA, MRS. BINA GUPTA AND MRS. TANVI GUPTA |
OUR COMPANY HAS FILED THE PROSPECTUS WITH THE ROC ON WEDNESDAY, JUNE 24, 2026, AND THE EQUITY SHARES ARE PROPOSED TO BE LISTED ON SME PLATFORM OF BSE LIMITED ("BSE SME" OR "STOCK EXCHANGE") AND THE TRADING IS EXPECTED TO COMMENCE ON MONDAY, JUNE 29, 2026.
| BASIS OF ALLOTMENT |
INITIAL PUBLIC OFFERING OF 30,00,000 EQUITY SHARES OF FACE VALUE OF RS.10/- EACH ("EQUITY SHARES") OF ANUBHAV PLAST LIMITED ("ANUBHAV" OR "THE COMPANY" OR "THE ISSUER") FOR CASH AT A PRICE OF RS. 80/- PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF RS. 70/- PER EQUITY SHARE) (THE "ISSUE PRICE") AGGREGATING TO RS. 2400 LAKHS ("THE ISSUE") OF WHICH 1,50,400 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 80/- PER EQUITY SHARE INCLUDING A PREMIUM OF RS. 70/- PER EQUITY SHARE AGGREGATING TO RS. 120.32 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 28,49,600 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH AT AN ISSUE PRICE OF RS. 80 PER EQUITY SHARE INCLUDING A PREMIUM OF RS. 70/- PER EQUITY SHARE AGGREGATING UPTO RS. 2279.68 LAKHS ("NET ISSUE"). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.72% AND 25.91 % OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO CHAPTER TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE 270 OF THIS PROSPECTUS.
| THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH |
| ANCHOR INVESTOR ISSUE PRICE IS RS. 80 PER EQUITY SHARE. THE ISSUE PRICE IS RS. 80 PER EQUITY SHARE. |
| THE ISSUE PRICE IS 8 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. |
| BID / ISSUE PROGRAMME | ANCHOR INVESTOR BIDDING DATE OPENED AND CLOSED ON: THURSDAY JUNE 18, 2026 |
| BID / ISSUE OPENED ON: FRIDAY JUNE 19, 2026 | |
| BID / ISSUE CLOSED ON: TUESDAY JUNE 23, 2026 |
| RISKS TO INVESTORS |
For details refer to section titled "Risk Factor" beginning on page 20 of the Prospectus. 1. Risk to Investors: Summary description of key risk factors based on materiality.
1. We derive a significant portion of our revenue from private clients and government; any adverse changes in such procurement policies or our ability to secure such contracts may adversely affect our business, financial condition, and results of operations.
2. Certain immediate relatives of our Promoters, who are deemed to be part of the Promoter Group under the SEBI (ICDR) Regulations, 2018, have not provided the requisite information, and our disclosure regarding them is based only on publicly available information.
3. We have entered into related party transactions with our Group Company, Anubhav Tubes & Conductors Private Limited ("ATCPL"), which is also one of our major customers. While such transactions are undertaken on an arm's-length basis and in the ordinary course of business, any change in this relationship or the terms of such transactions may adversely affect our business, financial condition, results of operations, and prospects
4. Our capacity utilization for pipe manufacturing is dependent on orders for poles, and any reduction or delay in such orders may affect our operations.
5. Our Company derives a significant portion of revenue from manufacturing of ERW Steel Pipes and Steel Tubular Poles. We are in the process of expanding into related segments such as crash barriers and solar panel structures components. Any reduction in the sale of such products could have an adverse effect on the business, results of operations and financial condition.
Details of suitable ratios of the Company for the latest full financial year ended March 31, 2025:
1. Basic and Diluted Earnings Per Share (EPS):
| Sr. No. | Financial Year/Period | Basic & Diluted EPS (in Rs.) | Weights | EPS x Weight |
| 1 | Financial Year ended March 31, 2025 | 7.50 | 3 | 22.50 |
| 2 | Financial Year ended March 31, 2024 | 2.60 | 2 | 5.20 |
| 3 | Financial Year ended March 31, 2023 | 0.93 | 1 | 0.93 |
| Weighted Average EPS | 4.77 | |||
| Total | 6 | 28.63 | ||
| Period ended September 30, 2025* | 6.62 |
*Not Annualized
Notes:
1. The figures disclosed above are based on the Restated Financial Statements of the Company.
2. The face value of each Equity Share is Rs.100.00. Further, on 16/09/2024, the face value of each equity share was subdivided from Rs.100 per share to Rs.10 per share, as approved by the shareholders.
3. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. sum of (EPS x Weight) for each year /Total of weights.
4. Earnings per Share has been calculated in accordance with Accounting Standard 20 - "Earnings per Share" issued by the Institute of Chartered Accountants of India.
2. Price to Earnings (P/E) ratio in relation to Price Band of Rs. 77 and 80 per Equity Shares
| Particulars | EPS (in Rs.) | P/E Ratio at the Floor Price (No. of times) | P/E Ratio at the Cap Price (No. of times) |
| P/E ratio based on the Basic & Diluted EPS, as restated for FY 2024-25 | 7.57 | 10.2717 | 10.6757 |
| P/E ratio based on the Weighted Average EPS, as restated | 4.81 | 16.1401 | 16.7763 |
| PROPOSED LISTING: JUNE 29, 2026* |
The Issue is 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 Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), out of which 40% of the Anchor Investor portion shall be reserved as: (i) 33.33% shall be reserved for domestic Mutual Funds and 6.67% shall be reserved for 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, Any under-subscription in the reserved category specified in clause (ii) above may be allocated to domestic mutual funds in the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, 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% 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, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors, out of which (a) one third of such portion will be reserved for applicants with application size of more than 2 lots and up to such lots equivalent to not more than Rs.10 lakhs and (b) two-third of such portion will be reserved for applicants with application size of more than Rs. 10 lakhs provided that the unsubscribed portion in either of such subcategories could have been allocated to applicants in the other sub-category of Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Individual Bidders in accordance with the SEBI (ICDR) Regulations, 2018, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID in case of 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 are not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" beginning on page 281 of this Prospectus. *Subject to the receipt of listing and trading approval from the BSE.
| SUBSCRIPTION DETAILS |
The bidding for the Anchor portion opened and closed on Thursday, June 18, 2026. The Company received 02 Anchor Investors applications for 8,48,000 Equity Shares against 8,48,000 Equity Shares reserved for Anchor Investors. The Anchor Investor Allocation price was finalized at Rs. 80 per Equity Share. A total of 8,48,000 Equity Shares were allotted under the Anchor Investor portion aggregating to Rs. 6,78,40,000 /-.
The Issue (including Anchor Investors Portion) received 922 Applications for 53,79,200 Equity Shares (prior to rejections) resulting in 1.79 times subscription (including reserved portion of market maker). The details of the Applications received in the Issue from various categories are as under:
Detail of the Applications Received from various categories including market maker are as under:
| Sr. No. | Category | No. of Applications received | No. of Equity Shares applied | Equity Shares Reserved as per Prospectus | No. of times Subscribed | Amount (Rs.) |
| 1 | Qualified Institutional Bidders (excluding Anchor Investors) | 4 | 7,02,400 | 5,71,200 | 1.23 | 5,61,92,000 |
| 2 | Non-Institutional Investors -More than 2 Lakhs Upto 10 Lakhs | 56 | 4,04,800 | 1,44,000 | 2.81 | 3,23,84,000 |
| 3 | Non-Institutional Investors -Above 10 Lakhs | 47 | 6,75,200 | 2,88,000 | 2.34 | 5,40,16,000 |
| 4 | Individual Investors | 812 | 25,98,400 | 9,98,400 | 2.60 | 20,78,72,000 |
| 5 | Market Maker | 1 | 1,50,400 | 1,50,400 | 1.00 | 1,20,32,000 |
| 6 | Anchor Investors | 2 | 8,48,000 | 8,48,000 | 1.00 | 6,78,40,000 |
| Total | 922 | 53,79,200 | 30,00,000 | 1.79 | 43,03,36,000 |
Final Demand:
A summary of final demand (prior to any rejections) as per BSE as on the Bid/Issue Closing Date at different prices is as under:
| Sr. No. | Bid Price | No Of Equity Shares | % of Total | Cumulative Share Total | Cumulative % of Total |
| 1 | 77 | 1,21,600 | 1.26 | 1,21,600 | 0.63 |
| 2 | 78 | 25,600 | 0.27 | 1,47,200 | 0.77 |
| 3 | 79 | 30,400 | 0.32 | 1,77,600 | 0.92 |
| 4 | 80 | 94,36,800 | 98.15 | 96,14,400 | 50.00 |
| Total | 96,14,400 | 100.00 | 1,92,28,800 | 100.00 |
The basis of allotment was finalized in consultation with the Designated Stock Exchange, being BSE Limited (BSE SME) on June 24, 2026.
a) Allotment to Individual Investors (After 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. 80/- per Equity Share, was finalized in consultation with BSE SME. The category was subscribed by 2.54 times i.e., for 25,34,400 Equity Shares. The total number of Equity Shares allotted in this category is 9,98,400 Equity Shares to 312 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 | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/ allotted | % to total | Surplus/ Deficit (14)-(7) | ||
| Before Rounding off (8) | After Rounding off (9) | |||||||||||||
| 1 | 3200 | 792 | 100.00 | 2534400 | 100.00 | 1260.6061 | 3200 | 312 | 792 | 312 | 100.00 | 998400 | 100.00 | 0 |
| GRAND TOTAL | 792 | 100.00 | 2534400 | 100.00 | 312 | 100.00 | 998400 | 100.00 | 0 | |||||
b) Allotment to Non-Institutional Investors (More than Rs. 2 Lakhs up to Rs. 10 lakhs) (After Technical Rejections & Withdrawal):
The Basis of Allotment to Non-Institutional Investors, who have bid at cut off or at the Issue price of Rs. 80 per Equity Share, was finalized in consultation with BSE SME. The category was subscribed by 2.74 times i.e., for 3,95,200 Equity Shares. The total number of shares allotted in this category is 1,44,000 Equity Shares to 30 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 Non-Institutional Investors | % to Total | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/ allotted | % to total | Surplus/ Deficit (14)-(7) | ||
| Before Rounding off (8) | After Rounding off (9) | |||||||||||||
| 1 | 4800 | 32 | 59.26 | 153600 | 38.87 | 2666.6563 | 4800 | 18 | 32 | 18 | 59.38 | 86400 | 60.00 | 1067 |
| 2 | 6400 | 1 | 1.85 | 6400 | 1.62 | 2667.0000 | 4800 | 0 | 0 | 0 | 3.13 | 0 | 0.00 | -2667 |
| 3 | 11200 | 21 | 38.89 | 235200 | 59.51 | 2666.6667 | 4800 | 12 | 21 | 12 | 37.50 | 57600 | 40.00 | 1600 |
| GRAND TOTAL | 54 | 100.00 | 395200 | 100.00 | 30 | 100.00 | 144000 | 100.00 | 0 | |||||
c) Allotment to Non-Institutional Investors (More than Rs. 10 lakhs) (After Technical Rejections & Withdrawal): The Basis of Allotment to Non-Institutional Investors, who have bid at cut off or at the Issue price of Rs. 80 per Equity Share, was finalized in consultation with BSE SME. The category was subscribed by 2.34 times i.e., for 6,75,200 Equity Shares. The total number of shares allotted in this category is 2,88,000 Equity Shares to 47 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 Non-Institutional Investors | % to Total | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/ allotted | % to total | Surplus/ Deficit (14)-(7) | ||
| Before Rounding off (8) | After Rounding off (9) | |||||||||||||
| 1 | 12800 | 44 | 93.62 | 563200 | 83.41 | 5910.32 | 4800 | 1 | 1 | 44 | 93.62 | 211200 | 73.34 | -48854 |
| 12800 | 0.00 | 0.00 | 1600 | 31 | 44 | 0.00 | 49600 | 17.22 | 49600 | |||||
| 2 | 16000 | 1 | 2.13 | 16000 | 2.37 | 6354 | 6400 | 1 | 1 | 1 | 2.13 | 6400 | 2.22 | 46 |
| 3 | 22400 | 1 | 2.13 | 22400 | 3.32 | 7243 | 6400 | 1 | 1 | 1 | 2.13 | 6400 | 2.22 | -843 |
| 4 | 73600 | 1 | 2.13 | 73600 | 10.90 | 14349 | 14400 | 1 | 1 | 1 | 2.13 | 14400 | 5.00 | 51 |
| GRAND TOTAL | 54 | 100.00 | 395200 | 100.00 | 30 | 100.00 | 144000 | 100.00 | 0 | |||||
d) Allocation to Anchor Investors (After Rejections & Withdrawal): The Company in consultation with BRLM has allocated 8,48,000 Shares to 2 Anchor Investors at the Anchor Investor Issue Price of Rs. 80 per Equity Share 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 | VC'S | TOTAL |
| ANCHOR | - | - | - | - | - | 8,48,000 | - | 8,48,000 |
e) Allocation to Qualified Institutional Buyers (excluding Anchor Investors) (After Technical Rejections & Withdrawal): The Basis of Allotment to Qualified Institutional Buyers, at the Issue price of Rs. 80 per Equity Share, was finalized in consultation with BSE SME. The category was subscribed by 1.23 times i.e., for 7,02,400 Equity Shares. The total number of shares allotted in this category is 5,71,200 Equity Shares to 4 successful applicants.
| CATEGORY | FI'S/BANK'S | MF'S | IC'S | NBFC'S | AIF | FII/FPC | OTHERS | TOTAL |
| QIB | - | - | - | - | 1,02,400 | 4,68,800 | - | 5,71,200 |
f) Allocation to Market Maker (After Rejection & Withdrawal): The Basis of Allotment to the Market Maker, at the Issue price of Rs. 80 per Equity Share, was finalized in consultation with BSE SME. The category was subscribed 1 time i.e., for 1,50,400 Equity Shares. The total number of shares allotted in this category is 1,50,400 Equity Shares to 1 successful applicant.
| 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 | Allocation per Applicant | Ration of allottees to applicants | Number of successful applicants (after rounding) | % to total | Total No. of shares allocated/ allotted | % to total | Surplus/ Deficit (14)-(7) | ||
| (Before Rounding off (8) | (After Rounding off (9) | |||||||||||||
| 1 | 150400 | 1 | 100.00 | 150400 | 100.00 | 150400 | 150400 | 1 | 1 | 1 | 100.00 | 150400 | 100.00 | 0 |
| GRAND TOTAL | 1 | 100.00 | 150400 | 100.00 | 1 | 100.00 | 150400 | 100.00 | 0 | |||||
The Board of the Directors of our Company at its meeting held on Wednesday, June 24, 2026 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation will be dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been dispatched/ mailed for unblocking of funds and transfer to the Public Issue Account on or about Wednesday, June 24, 2026. In case the same is not received within ten days, investors may contact the Registrar to the Issue 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 in process of obtaining the listing and trading approval from BSE SME and the trading of the Equity Shares is expected to commence on or about Monday, June 29, 2026.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated June 24, 2026 filed with the Registrar of Companies ("ROC"), Kanpur on June 24, 2026
| INVESTOR PLEASE NOTE |
The details of the allotment made has been hosted on the website of the Registrar to the Issue, Bigshare Services Private Limited at website: www.bigshareonline.com.
All future correspondence in this regard may kindly be addressed to the BRLM, Registrar to the Issue quoting full name of the First/ Sole Bidder Serial number of the ASBA form, number of Equity Shares bid for, Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, the name and address of the Designated Intermediary where he Bid cum Application form was submitted by the Bidder and copy of the Acknowledgment Slip received from the Designated Intermediary and payment details at the address as given below:
| LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
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| CAPITALSQUARE ADVISORS PRIVATE LIMITED | BIGSHARE SERVICES PRIVATE LIMITED |
| Address: 208 Aarpee Centre, MIDC Road No. 11 CTS - 70, Andheri (E), Mumbai, Maharashtra, India, 400093 | Telephone: 022-6684 9999 / 022-6684 9946 | Address: Office no S6-2 ,6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai - 400093, Maharashtra, India.| Telephone: 022 - 6263 8200 |
| Email: mb@capitalsquare.in | Email: ipo@bigshareonline.com |
| Investor Grievance Email: investor.grievance@capitalsquare.in | Investor Grievance Email: investor@bigshareonline.com |
| Website: www.capitalsquare.in | Website: www.bigshareonline.com |
| Contact Person: Nikhil Joshi / Surya Singh & Anil Gupta | Contact Person: Mr. Vinayak Morbale |
| SEBI Registration Number: INM000012219 | SEBI Registration Number: INR000001385 | CIN: U99999MH1994PTC076534 |
| On behalf of Board of Directors | |
| For ANUBHAV PLAST LIMITED | |
| Sd/- | |
| Mr. Onkar Nath Gupta | |
| Date: June 29, 2026 | Designation: Managing Director |
| Place: Kanpur, Uttar Pradesh | DIN: 00638736 |
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 ANUBHAV PLAST LIMITED.
Disclaimer: Anubhav Plast Limited has filed the Prospectus dated June 24, 2026 with the Registrar of Companies ("ROC"), Kanpur. The Prospectus is available on the website of the Book Running Lead Manager at www.capitalsquare.in the website of the BSE i.e., www.bseindia.com, website of the Company at: cs@anubhavpole.com; Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please refer to the Prospectus including the section titled "Risk Factors" beginning on page 20 of the Prospectus.
The Equity Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or any state secures 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 "S" under the Securities Act and the applicable laws of each jurisdiction where such sales are made. There will be no public offering in the United States.
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