Annexure XIV Continued… - Edelweiss

observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of
appropriate court(s) in New Delhi, India only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for
observations and SEBI has given its observations. Accordingly, the Equity Shares represented thereby may not
be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any
jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create
any implication that there has been any change in the affairs of our Company since the date hereof or that the
information contained herein is correct as of any time subsequent to this date.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The Equity Shares have not been and will not be registered under the Securities Act and may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are being
offered and sold in the United States only to “qualified institutional buyers” (as defined in Rule 144A
under the Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”; for the
avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined
under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) in
transactions exempt from, or not subject to the registration requirements of the Securities Act and
outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
Prospective purchasers are hereby notified that sellers of the Equity Shares may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the
Securities Act.
Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or
transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments,
such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Disclaimer Clause of the BSE
As required, a copy of this the Draft Red Herring Prospectus has been submitted to the BSE. The Disclaimer
Clause intimated to our Company by the BSE post scrutiny of the Draft Red Herring Prospectus shall be
included in the Red Herring Prospectus prior to filing the Red Herring Prospectus with the RoC.
Disclaimer Clause of the NSE
As required, a copy of this the Draft Red Herring Prospectus has been submitted to the NSE. The Disclaimer
Clause intimated to our Company by the NSE post scrutiny of this Draft Red Herring Prospectus shall be
included in the Red Herring Prospectus prior to filing the Red Herring Prospectus with the RoC.
Filing
A copy of this Draft Red Herring Prospectus had been filed with SEBI at Corporation Finance Department,
Plot No. C4-A, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. A copy of the Red
Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act,
will be delivered to the Registrar of Companies, N.C.T. of Delhi & Haryana. A copy of the Prospectus
required to be filed under Section 60 of the Companies Act would be delivered for registration with RoC upon
closure of the Issue and finalisation of the Issue Price. The address of the RoC is as follows:
4 th floor, IFCI Tower,
61 Nehru Place,
New Delhi – 110 019.
India.
For physical verification of documents
Plot No. 131,
Sector 5, IMT-Manesar,
Gurgaon, Haryana.
India
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