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November 8, 2021 - November 10, 2021

Paytm IPO Basis of Allotment

ONE 97 COMMUNICATIONS LIMITED

Our Company was incorporated as "One 97 Communications Private Limited", a private limited company under the Companies Act, 1956, at New Delhi, pursuant to a certificate of incorporation dated December 22, 2000 issued by the Assistant Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently, the name of our Company was changed to "One 97 Communications Limited', pursuant to a fresh certificate of incorporation dated May 12, 2010 issued by the Deputy Registrar of Companies, National Capital Territory of Delhi and Haryana, at New Delhi. For further details in relation to the change m the registered office of our Company, see "History and Certain Corporate Matters" on page 218 of the Prospectus dated November 11, 2021 ("Prospectus").

Corporate Identity Number: U72200DL2000PLC108985
Registered Office: First Floor, Devika Tower, Nehru Place, New Delhi 110 019, India Tel: +91 11 2628 0280 Website: www.paytm.com,
Corporate Office: B-121, Sector 5, Noida, Uttar Pradesh 201 301, India Contact Person: Mr. Amit Khera, Company Secretary and Compliance Officer;
Tel: +91 120 4770770; E-mail: compliance.officer@paytm.com
OUR COMPANY DOES NOT HAVE AN IDENTIFIABLE PROMOTER

Our Company has filed the Prospectus dated November 11, 2021 with the RoC, and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading is expected to commence on or about November 18, 2021

BASIS OF ALLOTMENT

INITIAL PUBLIC OFFERING OF 85,116,278 EQUITY SHARES OF FACE VALUE OF RS. 1 EACH ("EQUITY SHARES") OF ONE 97 COMMUNICATIONS LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 2,150 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 2.149 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO RS. 183,000 MILLION, COMPRISING A FRESH ISSUE OF 38,604,651 EQUITY SHARES AGGREGATING TO RS. 83,000 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 46,511,627 EQUITY SHARES AGGREGATING TO RS. 100,000 MILLION, COMPRISING 1,872,802 EQUITY SHARES AGGREGATING TO RS. 4,026.5 MILLION BY MR. VIJAY SHEKHAR SHARMA (THE "FOUNDER SELLING SHAREHOLDER"), 21,881,079 EQUITY SHARES AGGREGATING TO RS. 47,044.3 MILLION BY ANTFIN (NETHERLANDS) HOLDING B.V., 3,650,318 EQUITY SHARES AGGREGATING TO RS. 7.848.2 MILLION BY ALIBABA.COM SINGAPORE E-COMMERCE PRIVATE LIMITED, 346,940 EQUITY SHARES AGGREGATING TO RS. 750.2 MILLION BY ELEVATION CAPITAL V FII HOLDINGS LIMITED, 297,700 EQUITY SHARES AGGREGATING TO RS. 640.1 MILLION BY ELEVATION CAPITAL V LIMITED, 6,175,121 EQUITY SHARES AGGREGATING TO RS. 13,276.5 MILLION BY SAIF III MAURITIUS COMPANY LIMITED, 2,621,542 EQUITY SHARES AGGREGATING TO RS. 5,636.3 MILLION BY SAIF PARTNERS INDIA IV LIMITED, 7,855,970 EQUITY SHARES AGGREGATING TO RS. 16,890.3 MILLION BY SVF PANTHER (CAYMAN) LIMITED AND 1,403,601 EQUITY SHARES AGGREGATING TO RS. 3,017.7 MILLION BY BH INTERNATIONAL HOLDINGS, (THE "INVESTOR SELLING SHAREHOLDERS") AND 404,554 EQUITY SHARES AGGREGATING TO RS. 869.8 MILLION BY THE PERSONS LISTED IN THE PROSPECTUS (THE "OTHER SELLING SHAREHOLDERS") (THE FOUNDER SELLING SHAREHOLDER. THE INVESTOR SELLING SHAREHOLDERS AND THE OTHER SELLING SHAREHOLDERS, COLLECTIVELY. THE "SELLING SHAREHOLDERS", AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE "OFFERED SHARES") (SUCH OFFER FOR SALE BY THE SELLING SHAREHOLDERS, THE "OFFER FOR SALE" AND TOGETHER WITH THE FRESH ISSUE, "THE OFFER")

THE FACE VALUE OF THE EQUITY SHARES IS RS. 1. THE OFFER PRICE IS 2.150 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE OFFER CONSTITUTES 13.13% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

OFFER PRICE: RS. 2.150 PER EQUITY SHARE OF FACE VALUE OF RS. 1 EACH
THE OFFER PRICE IS 2.150 TIMES OF THE FACE VALUE
Risks to Investors:
The Price/Earnings ratio based on diluted EPS (consolidated) for Fiscal 2021 for our Company is not ascertainable as the EPS is negative.
Average Cost of acquisition of Equity Shares for the Selling Shareholders namely Vijay Shekhar Sharma. SAIF III Mauritius Company Limited, SAIF Partners India IV Limited, Elevation Capital V Limited, Elevation Capital V Fll Holdings Limited.Alibaba.com Singapore E-Commerce Private Limited, Antfin (Netherlands) Holding B.V., SVF Panther (Cayman) Limited. BH International Holdings. Mountain Capital Fund, L.P., RNT Associates Private Limited, Ravi Oatla, Amit Khanna, DG PTM LP, Prakhar Srivastava, Saurabh Sharma, Manas Bisht, Sanjay S. Wadhwa, Sasi Raman Venkatesan, N. Ramkumar and Abhay Sharma is Rs.0.5, Rs.15.4, Rs.305.6, Rs.441.8, Rs.77.7, Rs.583.4, Rs.1833.3, Rs.1820.2. Rs.1279.7, Rs.546.9, Rs.133.2. Rs.9.0, Rs.800.0, Rs.1707.7, Rs.9.0, Rs.9.0, Rs.9.0, Rs.749.0, Rs.532.5, Rs.532.5 and Rs.3.0 respectively.
Weighted Average Return on Net Worth for Fiscals 2021, 2020 and 2019 is negative 36.9%.
The seven BRLMs associated with the Offer have handled 48 public issues in the past three years, out of which 16 issues closed below the issue price on listing date.
BID/ OFFER PERIOD
BID/ OFFER OPENED ON NOVEMBER 8, 2021
BID/ OFFER CLOSED ON NOVEMBER 10, 2021

The Offer was made in terms of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the "SCRR") read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBIICDR Regulations"). The Offer was made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, where not less than 75% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIBs') (the "QIB Portion"), provided that our Company, in consultation with the Book Running Lead Managers allocated up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares were allocated to Anchor Investors Further. 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer was made available for allocation on a proportionate basis to Non-Institutional Investors ("NIIs") and not more than 10% of the Offer was made available for allocation to Retail Individual Bidders ('RIBs'), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application Supported by Blocked Amount ("ASBA") process, and were required to provide details of their respective bank account (including UPI ID for RIBs using UPI Mechanism) in which the Bid Amount were blocked by the SCSBs or the Sponsor Bank, as the case may be Anchor Investors were not permitted to participate in the Offer through the ASBA process For details, specific attention is invited to "Offer Procedure' on page 491 of the Prospectus.

The bidding for Anchor Investor opened and closed on November 3, 2021.

The Offer received 1,066,183 applications for 127,069,020 Equity Shares resulting in 1.49 times subscription (before technical rejections). The details of the applications received in the Offer from Retail Individual Bidders. Non-Institutional Bidders. QIBs and Anchor Investor are as under (before technical rejections):

SI. No Category No. of Applications Applied No. of Equity Shares Shares Reserved as per Prospectus No. of times Subscribed Amount (Rs.)
A Retail Individual Bidders 1,062,314 11,569,422 8,511,627 1.35 24,935,628,757,20
B Non- Institutional Bidders 3,679 2,925,012 12,767,441 0.22 6,292,674,330,00
C Qualified Institutional Bidders (excluding Anchor Investors) 68 73,636,536 25,534,884 2.88 158,318,552,400,00
D Anchor Investors 122 38,938,050 38,302,326 1.01 83,716,807,500,00
Total 1,066,183 127,069,020 85,116,278 1.49 273,263,662,987,20

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date at different Bid prices is as under:

SI. No Bid Price No. of Equity Shares % to Total Cumulative Total Cumulative % of Total
1 2080 450,138 0.49 450,138 0.49
2 2081 13,824 0.01 463,962 0.50
3 2082 6,102 0.01 470,064 0.51
4 2083 5,196 0.01 475,260 0.51
5 2084 1,380 0.00 476,640 0.52
6 2085 17,892 0.02 494,532 0.53
7 2086 1,032 0.00 495,564 0.54
6 2087 858 0.00 496,422 0.54
9 2088 1,332 0.00 497,754 0.54
10 2089 1,386 0.00 499,140 0.54
11 2090 56,064 0.06 555,204 0.60
12 2091 1,422 0.00 556 626 0.60
13 2092 702 0.00 557,328 0.60
14 2093 636 0.00 557,964 0.60
15 2094 696 0.00 558,660 0.60
16 2095 7,062 0.01 565,722 0.61
17 2096 534 0.00 566,256 0.61
18 2097 954 0.00 567,210 0.61
19 2098 834 0.00 568,044 0.61
20 2099 4,788 0.01 572,832 0.62
21 2100 307,038 0.33 879,870 0.95
22 2101 4,824 0.01 884,694 0.96
23 2102 846 0.00 885,540 0.96
24 2103 540 0.00 886,080 0.96
25 2104 330 0.00 886,410 0.96
26 2105 13,590 0.01 900,000 0.97
27 2106 618 0.00 900,618 0.97
28 2107 666 0.00 901,284 0.97
29 2108 648 0.00 901,932 0.97
30 2109 546 0.00 902,478 0.98
31 2110 24,522 0.03 927,000 1.00
32 2111 4,260 0.00 931 260 1.01
33 2112 1,062 3.00 932,322 1.01
34 2113 600 0.00 932,922 1.01
35 2114 294 0.00 933,216 1.01
36 2115 20,304 0.02 953 520 1.03
37 2116 546 0.00 954 066 1.03
38 2117 408 0.00 954,474 1.03
39 2118 156 0.00 954,630 1.03
40 2119 528 0.00 955,158 1.03
41 2120 51,510 0.06 1,006,668 1.09
42 2121 3,624 0.00 1,010,292 1.09
43 2122 816 0.00 1,011,108 1.09
44 2123 570 0.00 1,011,678 1.09
45 2124 564 0.00 1,012,242 1.09
46 2125 31,038 0.03 1,043,280 1.13
47 2126 414 0.00 1,043,694 1.13
46 2127 318 0.00 1,044,012 1.13
49 2128 552 0.00 1,044,564 1.13
50 2129 282 0.00 1,044,846 1.13
51 2130 25,128 0.03 1,069,974 1.16
52 2131 540 0.00 1,070,514 1.16
53 2132 522 0.00 1,071,036 1.16
54 2133 1,092 0.00 1,072,128 1.16
55 2134 222 0.00 1,072,350 1.16
56 2135 3,588 0.00 1,075,938 1.16
57 2136 408 0.00 1,076,346 1.16
56 2137 264 0.00 1,076,610 1.16
59 2138 306 0.00 1,076,916 1.16
60 2139 420 0.00 1,077,336 1.16
61 2140 31,104 0.03 1,108,440 1.20
62 2141 342 0.00 1,108,782 1.20
63 2142 1,620 0.00 1,110,402 1.20
64 2143 660 0.00 1,111,062 1.20
65 2144 796 0.00 1,111,860 1.20
66 2145 16,962 0.02 1,128,822 1.22
67 2146 978 0.00 1,129,800 1.22
66 2147 1,782 0.00 1,131,582 1.22
69 2148 25,560 0.03 1,157,142 1.25
70 2149 36,456 0.04 1,193,598 1.29
71 2150 79,258,068 85.67 80,451,666 86.96
72 Cut-off 12,063,696 13.04 92,515,362 100.00
TOTAL 92,515,362 100.00

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on November 15, 2021

A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Investors, who have bid at cut-off or at the Offer Price of Rs. 2,150 per Equity, was finalized in consultation with BSE. Overall, this Category has been subscribed to the extent of 1.27 times. The total number Equity Shares Allotted in Retail Category are 9,680,903 (including 1,169,276 Equity Shares spilled over from Nil Category) to 993,792 successful applicants. Minimum of one lot (6 Equity shares) was distributed amongst 993,792 successful applicants and remaining 3,718,151 Equity Shares were distributed proportionately to 237,411 successful applications.

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
6 756,381 76.11 4,538,286 76.11 6 1:1 4,538,286
12 120,713 12.15 724,278 12.15 6 1:1 724,278
18 31,671 3.19 190,026 3.19 6 1:1 190,026
24 22,945 2.31 137,670 2.31 6 1:1 137,670
30 12,445 1.25 74,670 1.25 6 1:1 74,670
36 5,325 0.54 31,950 0.54 6 1:1 31,950
42 4,880 0.49 29,280 0.49 6 1:1 29,280
48 7,112 0.72 42,672 0.72 6 1:1 42,672
54 1,747 0.18 10,482 0.18 6 1:1 10,482
60 5,668 0.57 34,008 0.57 6 1:1 34,008
66 758 0.08 4,548 0.08 6 1:1 4,548
72 1,360 0.14 8,160 0.14 6 1:1 8,160
78 467 0.05 2,802 0 05 6 1:1 2,802
84 683 0.07 4,098 0.07 6 1:1 4,098
90 21,637 2.18 129,822 2.18 6 1:1 129,822
TOTAL 993,792 100.00 5,962,752 100.00 5,962,752

 

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
12 120,713 50.85 724,278 1484 4 1:1 482,852
1 Additional share allocated to Serial no 1 in the ratio of 247:432 1 247:432 69,018
18 31671 13.34 380,052 7.79 9 1:1 285,039
1 Additional share allocated to Serial no 2 in the ratio of 19:170 1 19:170 3,538
24 22,945 9.66 413,010 8.46 14 1:1 321,230
30 12,445 5.24 298,680 6.12 18 1:1 224,010
36 5,325 2.24 159,750 3.27 23 1:1 122,475
42 4,880 2.06 175,680 3.60 27 1:1 131,760
48 7,112 3.00 298,704 6.12 32 1:1 227,584
54 1,747 0.74 83,856 1.72 37 1:1 64,639
60 5,668 2.39 306,072 6.27 41 1:1 232,388
66 758 0.32 45,480 0.93 46 1:1 34,868
72 1,360 0.57 89,760 1.84 50 1:1 68,000
78 467 0.20 33,624 0.69 55 1:1 25,685
84 683 0.29 53,274 1.09 59 1:1 40,297
90 21,637 9.11 1,817,508 37.25 64 1:1 1,384,768
TOTAL 237,411 100.00 4,879,728 100.00 3,718,151

B. Allotment to Non Institutional Bidders (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs. 2.160 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.22 times. The total number of Equity Shares allotted in this category is 2,828,592 Equity Shares to 3,394 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

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
96 876 25.81 84,096 2.97 96 1:1 84,096
150 91 2.68 13,650 0.48 150 1:1 13,650
204 22 0.65 4,488 0.16 204 1:1 4,488
300 83 2.45 24,900 0.88 300 1:1 24,900
408 1 0.03 408 0.01 408 1:1 408
516 1 0.03 516 0.02 516 1:1 516
600 58 1.71 34,800 1.23 600 1:1 34,800
702 8 0.24 5,616 0.20 702 1:1 5,616
900 15 0.44 13,500 0.48 900 1:1 13,500
1,002 11 0.32 11,022 0.39 1,002 1:1 11,022
1,500 10 0.29 15,000 0.53 1,500 1:1 15,000
1,800 1 0.03 1,800 0.06 1,800 1:1 1,800
2,016 1 0.03 2,016 0.07 2,016 1:1 2,016
2,502 1 0.03 2,502 0.09 2,502 1:1 2,502
2,670 1 0.03 2,670 0.09 2,670 1:1 2,670
3,000 5 0.15 15,000 0.53 3,000 1:1 15,000
3,504 1 0.03 3,504 0.12 3,504 1:1 3,504
4,002 2 0.06 8,004 0.28 4,002 1:1 8,004
4,998 4 0.12 19,992 0.71 4,998 1:1 19,992
5340 1 0.03 5,340 0.19 5,340 1:1 5,340
6,000 5 0.15 30,000 1.06 6,000 1:1 30,000
9,000 1 0.03 9,000 0.32 9,000 1:1 9,000
15,348 1 0.03 15,348 0.54 15,348 1:1 15,348
18,000 1 0.03 18,000 0.64 18,000 1:1 18,000
30,228 1 0.03 30,228 1.07 30,228 1:1 30,228
50,046 2 0.06 100,092 3.54 50,046 1:1 100,092
169,998 1 0.03 169,998 6.01 169,998 1:1 169,998

Undersubscribed Portion of 9.938.849 Equity Shares spill over to QIB & Retail Categories in the ratio of 75:10.

C. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have bed at the Offer Price of Rs. 2,150 per Equity Share or above, has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 2.15 tones of Net QIB portion. As per the SEBI Regulations. Mutual Funds were made available for allocation 5% of the Equity Shares of Net QIB portion available i.e. 1,715,223 Equity Shares (including spill over from NIB Categories) and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i e 33,955,629 Equity Shares (including spi over from NIB Categories) on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 34,304,457 Equity Shares, which were allotted to 68 successful Applicants.

CATEGORY FIS/BANKS MF'S IC'S NBFC'S AIF FPC OTHERS TOTAL
ALLOTMENT 172,394 343,828 - - - 33,778,495 4,740 34,304,457

Includes spitted over of 8,769,573 Equity Shares from NIB category.

D. Allotment to Anchor Investors

The Company and the Promoter Selling Shareholder, in consultation with the BRLMs, have allocated 38,302,326 Equity Shares to 105 Anchor Investors (through 122 Applications) at the Anchor Investor Offer Price of Rs. 2,150 per Equity Share in accordance with the SEBI Regulations This represents 60% of the QIB Portion.

CATEGORY FIS/BANKS MF'S IC'S NBFC'S AIF FPC OTHERS TOTAL
ALLOTMENT - 4,885,386 - - - 33,416,940 38,302,326

The Board of our Directors of our Company at its meeting held on November 15, 2021 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 has been emailed or dispatched to the email ids or addresses of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on November 15, 2021 and the payments to non-syndicate brokers have been issued on November 16, 2021 In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on November 16, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing applications with the Stock Exchanges on November 17, 2021. The Company has received the listing and trading approvals from the BSE and NSE, and the trading of equity shares is expected to commence on or about November 18, 2021.

NOTICE TO INVESTORS

This notice is with reference to the Prospectus dated November 11, 2021 filed in relation to the Offer ("Notice")

Corrigendum: The Bidders should note the following:

(1) In the section "Objects of the Offer" on page 132 of the Prospectus, under the heading titled 'Offer related expenses', the statement. 'The total expenses of the Offer are estimated to be approximately Rs. 81,134 million' shall stand modified and shall be read as 'The total expenses of the Offer are estimated to be approximately Rs. 4.115 million.'

(2) In the section 'Offer Structure' on page 488 of the Prospectus, in the row titled "Baas of Allotment if respective category is over subscribed" and the column titled "QIBs", the number "Rs. 276,745" shall stand modified and shall be read as "Rs. 1,276,745".

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer. Link Intime India Private Limited at www.linkintime.co.in.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant. Serial number of the ASBA form, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

wpeAA.jpg (1501 bytes)
Link Intime India Private Limited
C-101.247 Park. LBS. Marg, Viktvoli (West), Mumbai 400 083, Maharashtra, India Tel: +91 022 4918 6200; E-mail: paytm.ipo@linkintime.co.in
Investor Grievance E- mail: paytm.ipo@linkintime.co.in Website: www.linkmtime.co.in; Contact Person: Shanti Gopalkrishnan;
SEBI Registration No.: INR000004058
For ONE 97 COMMUNICATIONS LIMITED
On behalf of the Board of Directors
Place: New Delhi Sd/-
Date: November 17, 2021 Company Secretary & Compliance Officer

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 ONE 97 COMMUNICATIONS LIMITED.

ONE 97 COMMUNICATIONS LIMITED has tiled the Prospectus with the RoC and thereafter with SEBI and the Stock Exchanges. The Prospectus shall be available on the website of the SEBI at www.sebi.gov.in as well as on the websites of the book running lead managers. Morgan Stanley India Company Private Limited, Goldman Sachs (India) Securities Private Limited, Axis Capital Limited, ICICI Securities Limited, J.P. Morgan India Private Limited, Citigroup Global Markets India Private Limited and HDFC Bank Limited at www.morganstanley.com, www.goldmansachs.com, www.axiscapital.co.in, www.icicisecurities.com, www.jpmipl.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm and www.hdfcbank.com, respectively. Any potential investor should note that investment m equity shares involves a high degree of risk and for details relating to such risks, see "Risk Factors" on page 38 of the Prospectus. Potential investors should not rely on the DRHP for any investment decision.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and, unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U S. Persons as defined in Regulation S under the U .S. Securities Act ("U. S. Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States Our Company has not registered and does not intend to register under the U.S. Investment Company Act in reliance on Section 3(c)(7) of the U S. Investment Company Act, and investors will not be entitled to the benefits of the U.S Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (i) to persons in the United States or to or for the account or benefit of, U .S. Persons, in each case that are both "qualified institutional buyers" (as defined in Rule 144A under the U S. Securities Act) and 'qualified purchasers' (as defined under the U.S. Investment Company Act and referred to in the RHP as "QPs") in transactions exempt from or not subject to the registration requirements of the U S Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in offshore transactions in reliance on Regulation S under the U S Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. There will be no public offering in the United States.



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