Basis of Allotment

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.
wpeEF.jpg (6159 bytes)
UNISEM AGRITECH LIMITED
Corporate Identification Number: U63090GJ2018PLC100589

Our Company was originally incorporated as Unisem Agritech Private Limited on 09.09.2016 under the Companies Act, 2013 vide certificate of incorporation issued by the Registrar of Companies/ Central Processing Centre. Subsequently, name of the company was changed from "Unisem Agritech Private Limited" to "Unisem Agritech Limited" under The Companies Act, 2013 pursuant to special resolution passed by our shareholders at Extra-Ordinary General Meeting held on 11.02.2025 and had obtained fresh certificate of incorporation dated 01.03.2025 issued by the Registrar of Companies/ Central Processing Centre, with Corporate Identification Number of Company U01100KA2016PLC096390. For details pertaining to changes of name of our company, and changes of registered office of our company, please refer to chapter titled 'History and Corporate Structure' on page no. 180 of Prospectus.

Registered Office: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Corporate Office: #29. New # 2, 7th Main, 21st Cross, CHBCS Layout, Vijayanagar, Bangalore-560040
Tel. No.: +91 9141031113; Email: compliance.officer@unisem.in; Website: www.unisem.in; Contact Person: Bobby Seth, Company Secretary & Compliance Officer
PROMOTERS OF OUR COMPANY H N DEVAKUMAR, B H DEVASINGHNAIK, DHARANENDRA H GOUDA, RAMALINGAM VENKATARAMANA, ANIL K N
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 BSE SME PLATFORM OF BSE LIMITED.

OUR COMPANY IS ENGAGED IN DEVELOPING, PROCESSING, AND SELLING DIVERSE RANGE OF SEEDS FOR VEGETABLES, FLOWERS AND FIELD CROPS. BY INTEGRATING CONVENTIONAL BREEDING TECHNIQUES, WE STRIVE TO DEVELOP HYBRID VEGETABLE, FLOWER AND FIELD CROP SEEDS WHICH OFFERS HIGHER YIELDS, IMPROVED PRODUCT QUALITY, AND GREATER RESISTANCE TO PESTS AND DISEASES COMPARED TO NATURALLY GROWN VARIETIES. OUR CORE OPERATIONS FOCUS ON DEVELOPING HYBRID VEGETABLE, FLOWER AND FIELD CROP SEED VARIETIES AND PROCESSING THEM TO ENSURE THE CONSISTENT QUALITY. WE CONTINUOUSLY DEVELOP VARIOUS TYPE OF HYBRID BREEDER SEEDS AND SELECT ONLY THE BEST QUALITATIVE TRAITS FROM IT WHICH UNDERGO ADDITIONAL PROCESSING AND ELIMINATING MORE SEEDS AND PROVIDE ONLY THE SUPERIOR QUALITY SEEDS, WHICH ARE KNOWN AS FOUNDATION SEEDS. THE FOUNDATION SEEDS CONSIST OF THE PARENTAL MATERIALS ESSENTIAL FOR DEVELOPING A HYBRID. FOLLOWING THIS, THE FOUNDATION SEEDS THEN MULTIPLIED INTO COMMERCIAL SEEDS, WHICH ARE THEN OFFERED IN THE MARKET FOR AGRICULTURAL PRODUCTION. WE PROVIDE MULTIPLE SEED VARIANTS FOR VEGETABLE, FLOWER AND FIELD CROP, SPECIFICALLY DESIGNED TO MEET THE REQUIREMENTS OF DIFFERENT AGRO-CLIMATIC CONDITIONS, INCLUDING FACTORS SUCH AS WATER AVAILABILITY, CROP DURATION, AND SOIL CHARACTERISTICS ACROSS VARIOUS GEOGRAPHIC REGIONS. FOR FURTHER DETAILS PLEASE REFER TO THE CHAPTER TITLED "OUR BUSINESS" ON PAGE NO 119 OF THE PROSPECTUS.

BASIS OF ALLOTMENT

INITIAL PUBLIC ISSUE OF UP TO 33,00,000 EQUITY SHARES OF FACE VALUE OF RS. 5/- EACH OF UNISEM AGRITECH LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 65 /- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 60 /- PER EQUITY SHARE (THE "ISSUE PRICE") AGGREGATING TO RS. 2,145.00 LAKHS ("THE ISSUE"), OF WHICH 1,68,000 EQUITY SHARES OF FACE VALUE OF RS. 5/- EACH FOR CASH AT A PRICE OF RS. 65/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 60 /- PER EQUITY SHARE AGGREGATING TO RS. 109.20 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 31,32,000 EQUITY SHARES OF FACE VALUE OF RS. 5/- EACH AT A PRICE OF RS. 65/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 60/- PER EQUITY SHARE AGGREGATING TO RS. 2,035.80 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 29.12 % AND 27.64 %, 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. 65.00/- PER EQUITY SHARE OF FACE VALUE OF RS. 5.00/- EACH
ANCHOR INVESTOR OFFER PRICE IS: RS. 65.00 PER EQUITY SHARE OF FACE VALUE OF RS. 5.00/- EACH
THE ISSUE PRICE IS 13 TIMES OF THE FACE VALUE
BID/ ISSUE PROGRAM ANCHOR INVESTOR BIDDING DATE: 09.12.2025
BID/ ISSUE OPENED ON: 10.12.2025
BID/ ISSUE CLOSED ON: 12.12.2025
RISK TO INVESTORS

For Detail Risk Factor Please Refer Page 28 of Prospectus.

1. Share Acquired in last one year: Nil

2. 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 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:

Nill, except the split of shares 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 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: Nil

c. Price per share based on the last live 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 Prospectus irrespective of the size of transactions, is given below:

o Primary Transaction

Bonus Issue in the ratio of 3:5

Date of Issue Nature of Allotment Name of Person Number of shares allotted Issue Price
09.03.2023 Bonus Issue H N Devakurrar 3,61,440 NIL
B H Devasinghnaik 3,61,440
Dharanendra H Gouda 60,240
Ramalingam Venkataramana 3,61,440
Anil K N 3,61,440
Total 15,06,000

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

Date of Issue Nature of Allotment Name of Person Number of shares allotted Issue Price
11.02.2025 Sub division of shares from Rs 10 per share to Rs 5 per share H N Devakumar 9,63,816 NIL
B H Devasinghnaik 9,63,816
Dharanendra H Gouda 1,60,636
Ramalingam Verkataramana 9,63,816
Anil K N 9,63,816
Kavita S Davanageri 50
Shivakumar S Hiremath 50
Total 40,16,000

0 Secondary Transaction

Sr. No Date of transfer Name of Transferor Name of Transferee Number of Shares Transfer value per share (INR) Total Consideration (INR)
1 08.02.2025 H N Devakumar ShivakumarS Hiremath 24 16 384
2 08.02.2025 B H Devasinghnaik Shivakumar S Hiremath 24 16 384
3 08.02.2025 Dharanendra H Gouda Shivakumar S Hiremath 2 16 32
4 08.02.2025 Dharanendra H Gouda Kavita S Davanageri 2 16 32
5 08.02.2025 Ramalingam Venkataramana Kavita S Davanageri 24 16 384
6 08.02.2025 Anil K N Kavita S Davanageri 24 16 384
Total 100 16 1,600
WEIGHTED AVERAGE COST OF ACQUISITION 16/-

Cumulative weighted average price of shares is as follows:

Sr. No. Name of the shareholders Total No. of Equity Shares Weighted Average Price* (in Rs. per equity share)
1. H N Devakumar 19,27,632 3.12
2. B H Devasinghnaik 19,27,632 3.12
3. Dharanendra H Gouda 3,21,272 3.12
4. Ramalingam Venkataramana 19,27,632 3.12
5. Anil K N 19,27,632 3.11
6. Kavita S Davanageri 100 8.00
7. Shivakumar S Hiremath 100 8.00

*Weighted average price per share is calculated, post adjusting corporate actions such as like split of shares and bonus shares allotted 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 326 of the Prospectus.

The investors are advised to refer to the Prospectus for the full text of the Disclaimer clause pertaining to BSE. For the purpose of this Offer, the designated Stock Exchange will be the BSE Limited. The trading is proposed to be commenced on or before 17.12.2025*

*Subject to the receipt of listing and trading approval from the BSE ('BSE SME').

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 323 of the Prospectus.

All investors have participated in this issue through ASBA process including through 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 the SCSBs/ Sponsor Bank as the case may be.

"The bidding for Anchor Investors opened and closed on 09.12.2025. The Company received 4 Anchor Investors applications for 13,98,000 Equity Shares. The Anchor Investor Allocation price was finalized at Rs. 65.00/- per Equity Share. A total of 9,36,000 Equity Shares were allotted under the Anchor Investors portion aggregating to Rs. 608.40 Lakhs.

The Offer (excluding Anchor Investors Portion) received 724 Applications for 46,60,000 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 1.97 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 Equity Shares Reserved as Per Prospectus Subscription (Times) Amount (Rs.)
Individual Investor 632 25,28,000 11,00,000 2.30 16,42,16,000.00
Non-Institutional Investor (More than Rs. 2 Lakhs and upto Rs. 10 Lakhs) 60 3,98,000 1,56,000 2.55 2,58,70,000.00
Non-Institutional Investor (More than Rs. 10 Lakhs) 26 4,50,000 3,16,000 1.42 2,92,50,000.00
Qualified Institutional Bidders (excluding Anchor Investors) 5 11,16,000 6,24,000 1.79 7,25,40,000.00
Market Maker 1 1,68,000 1,68,000 1.00 1,09,20,000.00
Total 724 46,60,000 23,64,000 1.97 30,27,96,000.00

Final Demand: A summary of the final demand as per BSE 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 63 1,42,000 1.42 1,42,000 1.42
2 64 58,000 0.58 2,00,000 2.00
3 65 98,04,000 98.00 1,00,04,000 100.00
Total 1,00,04,000 100.00

ALLOCATION: The Basis of Allotment was finalized in consultation with the Designated Stock Exchange - BSE Limited ("BSE SME") on 15.12.2025

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. 136 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 2.20 times. The total number of Equity Shares Allotted in this category is 11,00,000 Equity to 275 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
4,000 604 100.00 24,16,000 100.00 4,000 275:604 11,00,000
TOTAL 604 100.00 24,16,000 100.00 11,00,000

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 Investors, who have Bid at cut-off Price or at or above the Offer Price of Rs. 136 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 2.51 times. The total number of Equity Shares Allotted in this category is 1,56,000 Equity to 26 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
6,000 49 83.05 2,94,000 75.00 6,000 22:49 1,32,000
8,000 4 6.78 32,000 8.16 6,000 1:2 12,000
10,000 4 6.78 40,000 10.20 6,000 1:2 12,000
12,000 1 1.69 12,000 3.06 6,000 0:1 0
14,000 1 1.69 14,000 3.57 6,000 0:1 0
Total 59 100.00 3,92,000 100.00 1,56,000

3. Allotment to Non- Institutional Investor (More than 10 Lakhs) (After Rejection): "The Basis of Allotment to the Non- Institutional Investors, who have Bid at cut-off Price or at or above the Offer Price of Rs. 136 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 1.42 times. The total number of Equity Shares Allotted in this category is 3,16,000 Equity to 26 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
16,000 24 92.31 3,84,000 85.33 10,000 1:1 2,40,000
16,000 0 0.00 0 0.00 2,000 17:24 34,000
26,000 1 3.85 26,000 5.78 18,000 1:1 18,000
40,000 1 3.85 40,000 8.89 24,000 1:1 24,000
TOTAL 26 100.00 4,50,000 100.00 3,16,000

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. 136 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 1.79 times. The total number of Equity Shares Allotted in this category is 624,000 Equity to 5 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
32,000 1 20.00 32,000 2.87 18,000 1:1 18.000
1,52,000 1 20.00 1,52,000 13.62 86,000 1:1 86,000
3,08,000 2 40.00 6,16,000 55.20 1,72,000 1:1 3,44,000
3,16,000 1 20.00 3,16,000 28.32 1,76,000 1:1 1,76,000
TOTAL 5 100.00 11,16,000 100.00 6,24,000

5. Allotment to Market Maker (After Rejection): "The Basis of Allotment to the Market Maker Investors, who have Bid at cut-off Price or at or above the Offer Price of Rs. 65.00 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 1.00 times. The total number of Equity Shares Allotted in this category is 1,68,000 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
Market Maker 1 100% 1,68,000 100% 1,68,000 1:1 1,68,000

6. Allotment to Anchor Investor: "The company in consultation with the BRLM has allocated 9,36,000 equity shares to 4 Anchor Investors Issue Price of Rs. 65.00 per equity shares in accordance with SEBI (ICDR) Regulations. This represents upto 60% of QIB:":

Number of shares applied for Category Wise FIS/BANKS MF's IC's NBFC's AIF FPI/FPC VC's Total Number of shares Allocated/ Allotted
Anchor - - - - 4,74,000 4,62,000 - 9,36,000

The Board of Directors of the Company at its meeting held on 15.12.2025 has taken on record the Basis of Allocation of Equity Shares and as approved by the Designated Stock Exchange i.e. BSE on 15.12.2025 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 are dispatched to the address of the Applicants as registered with the depositories on or before 16.12.2025. Further, the instructions to Self-Certified Syndicate Banks for unblocking the amount were being processed on or before 16.12.2025. 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 16.12.2025, 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 BSE and the trading of the equity shares is expected to commence trading on 17.12.2025.

INVESTORS, PLEASE NOTE

Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus dated 15.12.2025 ("Prospectus"). The details of the allotment made would also be hosted on the website of the Registrar to the Issue KFIn Technologies Limited at www.kfintech.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:

LEAD MANAGER REGISTRAR TO THE ISSUE COMPANY SECRETARY AND COMPLIANCE OFFICER
wpeF0.jpg (2966 bytes) wpeF1.jpg (3146 bytes) wpeF2.jpg (2589 bytes)
Getfive Advisors Private Limited KFin Technologies Limited Unisem Agritech Limited
(Erstwhile Aavanya Advisors Private Limited) Address: Selenium Tower B, Plot No.31-32 Gachibowli, Financial District Nanakramguda, Serilingampally Hyderabad 500 032, Telangana, India Registered Office Address: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Address: 502, Abhishree Avenue, Nehrunagar, Manekbag, Ahmedabad, Gujarat, India, 380015 Website: www.kfintech.com Contact Person: Bobby Seth, Company Secretary and Compliance Officer
Website: www.getfive.in SEBI Registration: NR000000221 Telephone: +91 9141031113
SEBI Registration: INM000013147 Email: compliance.officer@unisem.in;
Website: www.unisem.in

Note: Investors may contact our Company Secretary and Compliance Officer and/or Registrar to Issue and/or 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 and on the behalf of Unisem Agritech Limited
Sd/-
H N Devakumar
Place: Ranebennur District, Karnataka Managing Director and Chairman
Date: 15.12.2025 DIN: 07586484

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 Unisem Agritech Limited

Disclaimer: Unisem Agritech Limited has filled the Prospectus dated 15.12.2025, 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 BSE at www.bsesme.com and website of the Issuer Company at www.unisem.in 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 28 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.

Close