THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS

ANNOUNCEMENT. THIS 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.

TRIDENT TECHLABS LIMITED

Our Company was originally incorporated as ‘Trident Techlabs Private Limited’ a private limited company under the Companies Act,
1956, pursuant to a certificate of incorporation dated May 9, 2000, issued by the Registrar of Companies, N.C.T. of Delhi and Haryana
at New Delhi (“RoC”). Subsequently, the name of the company was changed from Trident Techlabs Private Limited’ to ‘Trident
Techlabs Limited’, upon conversion into public company, pursuant to a special resolution passed by the shareholders of our Company
on May 12, 2023, and a fresh certificate of incorporation consequent to conversion was issued by the RoC on May 30, 2023. Our
Company’s Corporate Identity Number is U74899DL2000PLC105611. For details of change in Registered office of our Company,
please refer to the chapter titled “History and Certain Corpoarte Matters” on page 102 of Red Herring Prospectus.

Registered Office: 1/18-20, 2nd floor, White House, Rani Jhansi Road, New Delhi-110055, India.;
Tel: +91 61811100-11, Website: www.tridenttechlabs.com
Contact Person: Iram Naaz, Company Secretary and Compliance Officer,
E-mail: [email protected],
Corporate Identity Number: U74899DL2000PLC105611

OUR PROMOTERS: MR. SUKESH CHANDRA NAITHANI AND MR. PRAVEEN KAPOOR

PUBLIC ISSUE OF UP TO 45,80,000 EQUITY SHARES OF FACE VALUE ₹ 10 EACH (“EQUITY SHARES”) OF
TRIDENT TECHLABS LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER
EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹ [●] PER EQUITY SHARE) (“ISSUE PRICE”),
AGGREGATING UP TO ₹ [●] LAKHS (THE “ISSUE”). UP TO 3,60,000 EQUITY SHARES AGGREGATING TO ₹ [●]
LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER RESERVATION
PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 42,20,000
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT AN ISSUE PRICE OF ₹ [•] PER EQUITY SHARE
AGGREGATING TO ₹ [•] LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE
NET ISSUE WILL CONSTITUTE 26.50% AND 24.42% RESPECTIVELY OF THE POST-ISSUE PAID-UP EQUITY
SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER THE CHAPTER TITLED
“TERMS OF THE ISSUE” ON PAGE 163 OF THE RED HERRING PROSPECTUS.

 QIB PORTION: NOT MORE THAN 50.00% OF THE NET ISSUE

 RETAIL PORTION: NOT LESS THAN 35.00% OF THE NET ISSUE
 NON-INSTITUTIONAL PORTION: NOT LESS THAN 15.00% OF THE NET ISSUE
 MARKET MAKER PORTION: UP TO 3,60,000 EQUITY SHARES OR 7.86% OF THE ISSUE

PRICE BAND: RS. 33 TO RS. 35 PER EQUITY SHARE OF FACE VALUE RS. 10/- EACH.
THE FLOOR PRICE IS 3.3 TIMES OF THE FACE VALUE AND
THE CAP PRICE IS 3.5 TIMES OF THE FACE VALUE OF THE EQUITY SHARES.
BIDS CAN BE MADE FOR A MINIMUM OF 4,000 EQUITY SHARES AND IN MULTIPLES OF 4,000
EQUITY SHARES THEREAFTER.

Risks to Investors:
 Our business is dependent on a few of our clients who contribute to majority of our revenues from operations. Any loss of
business from them may adversely affect our revenues and profitability.
 The Merchant Banker associated with the Issue has handled 17 public issues in the past two years out of which no issues closed
below the Issue Price on Listing date
 Average cost of acquisition of Equity Shares held by the Promoter Mr. SUKESH CHANDRA NAITHANI and MR. PRAVEEN
KAPOOR is Rs. 1.99 and Rs. 1.87 respectively per Equity Share and the Issue Price at the upper end of the Price Band is Rs. 35
per Equity Share.
 The Price/ Earnings ratio based on Diluted EPS for year ended March 2023 for the company at the upper end of the Price Band is
7.42.
 Weighted Average Return on Net worth for Fiscals 2023, 2022 and, 2021 is 16.47%

BID/ ISSUE PROGRAM

ANCHOR INVESTOR BIDDING DATE(1): WEDNESDAY DECEMBER 20, 2023

BID/ ISSUE OPENS ON(1): THURSDAY, DECEMBER 21, 2023

BID/ ISSUE CLOSES ON: TUESDAY, DECEMBER 26, 2023

(1)
Our Company in consultation with the BRLM may consider participation by Anchor Investors. The Anchor Investor Biding Date
shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with the SEBI (ICDR) Regulations, 2018.

In case of any revisions in the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days after such
revision of the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike
or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum of three
Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised
Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a press release, and also
by indicating the change on the website of the Book Running Lead Managers and the terminals of the other members of the Syndicate
and by intimation to SCSBs, the Sponsor Bank, Registered Brokers, Collecting Depository Participants and Registrar and Share
Transfer Agents.

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, may 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”), of which
one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance
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 Bidders and not less than 35% of
the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are 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 RIBs 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
171 of this Red Herring Prospectus.

Bidders/ Applicants should note that on the basis of PAN, DP ID and Client ID as provided in the Bid cum Application Form,
the Bidders/Applicants may be deemed to have authorized the Depositories to provide to the Registrar to the Issue, any
requested Demographic Details of the Bidders/ Applicants as available on the records of the depositories. These Demographic
Details may be used, among other things, for or unblocking of ASBA Account or for other correspondence(s) related to an
Issue. Bidders/Applicants are advised to update any changes to their Demographic Details as available in the records of the
Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details
would be at the Applicants’ sole risk. Bidders /Applicants should ensure that PAN, DP ID and the Client ID are correctly filled
in the Bid cum Application Form. The PAN, DP ID and Client ID provided in the Bid cum Application Form should match
with the PAN, DP ID and Client ID available in the Depository database, otherwise, the Bid cum Application Form is liable to
be rejected. Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum Application Form is
active.

CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AS REGARDS ITS OBJECTS: For
information on the main objects and other objects of our Company, see “History and Certain Corporate Structure” on page 102 of the
Red Herring Prospectus and Clause III of the Memorandum of Association of our Company. The Memorandum of Association of our
Company is a material document for inspection in relation to the Issue. For further details, see the section “Material Contracts and
Documents for Inspection” on page 214 of the Red Herring Prospectus.
 LIABILITY OF MEMBERS AS PER MOA: The Liability of the members is limited and this liability is limited to the amount
unpaid, if any, on the shares held by them.

AMOUNT OF SHARE CAPITAL OF THE COMPANY AND CAPITAL STRUCTURE: The Authorized share Capital of the
Company is Rs. 18,00,00,000/- (Rupees Eighteen Crores only) divided into 1,80,00,000 (One Crore Eighty Lacs) Equity Shares of
Rs.10/- (Rupees Ten only) each. For details of the Capital Structure, see “Capital Structure” on the page 58 of the Red Herring
Prospectus.

NAMES OF THE SIGNATORIES TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AND THE
NUMBER OF EQUITY SHARES SUBSCRIBED BY THEM: Given below are the names of the signatories of the Memorandum
of Association of the Company and the number of Equity Shares subscribed for by them at the time of signing of the Memorandum of
Association of our Company: Sukesh Chandra Naithani- 10 Equity Shares and Praveen Kapoor-10 Equity Shares of Rs.10/- each.
Details of the main objects of the Company as contained in the Memorandum of Association, see “History and Certain Corporate
Structure” on page 102 of the Red Herring Prospectus. For details of the share capital and capital structure of the Company see
“Capital Structure” on page 58 of the Red Herring Prospectus.

LISTING: The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the NSE EMERGE (SME
Platform of NSE). Our Company has received an ‘in-principle’ approval from the NSE for the listing of the Equity Shares pursuant to
letter dated December 01, 2023. For the purpose of the Issue, the Designated Stock Exchange shall be NSE Limited (NSE). A signed
copy of the Red Herring Prospectus has been delivered for registration to the ROC on December 14, 2023 and Prospectus shall be
delivered for filing to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and
documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Issue Closing Date, see “Material
Contracts and Documents for Inspection” on page 214 of the Red Herring Prospectus.

DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”): Since the Issue is being made in
terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the Red Herring Prospectus has been filed with SEBI. In terms of the
SEBI Regulations, the SEBI shall not issue any observation on the Offer Document. Hence there is no such specific disclaimer clause
of SEBI. However, investors may refer to the entire Disclaimer Clause of SEBI beginning on page 155 of the Red Herring Prospectus.

DISCLAIMER CLAUSE OF NSE (THE DESIGNATED STOCK EXCHANGE): It is to be distinctly understood that the
permission given by NSE EMERGE ("EMERGE Platform of NSE") should not in any way be deemed or construed that the contents
of the Prospectus or the price at which the equity shares are offered has been cleared, solicited or approved by NSE, nor does it certify
the correctness, accuracy or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus
for the full text of the Disclaimer clause pertaining to NSE.

GENERAL RISK: Investments in equity and equity-related securities involve a degree of risk and investors should not invest any
funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors
carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own
examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by
the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of the Red
Herring Prospectus. Specific attention of the investors is invited to ‘Risk Factors’ on page 26 of the Red Herring Prospectus.

NOTICE TO INVESTORS: ADDENDUM CUM CORRIGENDUMTO THE RED HERRING PROSPECTUS DATED
DECEMBER 14, 2023

This Addendum is with reference to the Red Herring Prospectus dated December 14, 2023 filed with the RoC, and with National Stock Exchange of India.

The details in Capital Structure will change as follows:

The share capital of our Company as on the date of this Red Herring Prospectus is set forth below:

Aggregate value at Issue

Sr. No. Particulars Aggregate nominal value
Price*
A. Authorized Share Capital
1,80,00, 000 Equity Shares of face value of ₹ 10/- each 18,00,00,000 -

B. Issued, Subscribed and Paid-up share Capital before the Issue

1,27,01,064 Equity Shares of face value of ₹ 10/- each 12,70,10,640 -
C. Present Issue in terms of this Red Herring Prospectus
Fresh Issue of up to 45,80,000 Equity Shares of face value of ₹ 10/- each aggregating up to [●] [●]
₹ [●] lakhs (1)
Which Comprises of:
D. Reservation for Market Maker portion
Upto 3,60,000 Equity Shares of face value of ₹ 10/- each [●] [●]
E. Net Issue to the Public
Upto 42,20,000 Equity Shares of face value of ₹ 10/- each [●] [●]
Of the Net Issue to Public:
 Allocation to Qualified Institutional Buyers
Upto 20,08,000 Equity Shares of face value of ₹ 10/- each [●] [●]
Allocation to Retail Institutional Investors
Upto 15,48,000 Equity Shares of face value of ₹ 10/- each [●] [●]
Allocation to Non-Institutional Investors
Upto 6,64,000 Equity Shares of face value of ₹ 10/- each [●] [●]
F. Issued, Subscribed and Paid-up share Capital after the Issue*
Upto 1,72,81,064 Equity Shares of face value of ₹ 10/- each [●] [●]

G. Securities Premium Account

Before the Issue 2,19,54,558
After the Issue [●]

The Issue Structure will change as follows:

This Issue is being made by way of Book Building Process (1):

Particulars of the Issue (2) Market Maker QIBs Non-Institutional Applicants Retail Individual Investors
Reservation Portion

Number of Equity Shares Up to Not more than Not less than 6,64,000 Equity Not less than Equity Shares
available for allocation 3,60,000 20,08,000 Equity Shares. Shares 15,48,000
Equity
Shares
Percentage of 7.86% of the issue size Not more than 50% of the Net Offer being Not less than 15% of the Net Issue Not less than 35% of the Net
Issue size available for allocation to QIB Bidders. However, Issue
available for allocation up to 5% of the Net QIB Portion may be available
for allocation proportionately to Mutual Funds
only. Mutual Funds participating in the Mutual
Fund Portion will also be eligible for allocation in
the remaining QIB Portion. The unsubscribed
portion in the Mutual Fund Portion will be added
to the Net QIB Portion

Up to 60.00% of the QIB Portion may be available

for allocation to Anchor Investors and one third of
the Anchor Investors Portion shall be available for
allocation to domestic mutual funds only.”

Basis of Firm Allotment Proportionate as follows: Proportionate Proportionate

Allotment(3)

a) Up to 40,200 Equity Shares shall be available

for allocation on a proportionate basis to Mutual
Funds only; and

b) Up to 20,08,000 Equity Shares shall be

available for allocation on a proportionate basis
to all QIBs, including Mutual Funds
receiving allocation as per (a) above

Mode of Bid Only through the ASBA Only through the ASBA process. Through ASBA Process through Through ASBA
Process banks or by using UPI ID for Process through banks or by
payment using UPI ID for payment

Mode of Allotment Compulsorily in dematerialized form

Minimum Bid Size [●] Equity Shares in Such number of Equity Shares and in multiples of Such number of Equity Shares in [●] Equity Shares in multiple
multiple of [●] Equity [●] Equity Shares that the Bid Amount exceeds multiples of [●] Equity Shares that of [●] Equity shares so that the
shares ₹ 200,000 Bid size exceeds ₹ 200,000 Bid Amount does not exceed ₹
2,00,000
Maximum Bid Size [●] Equity Shares Such number of Equity Shares in multiples of [●] Such number of Equity Shares in Such number of Equity Shares
Equity Shares not exceeding the size of the Net multiples of [●] Equity Shares not in multiples of [●] Equity
Issue, subject to applicable limits exceeding the size of the issue Shares so that the Bid Amount
(excluding the QIB portion), does not exceed ₹ 2,00,000
subject to limits as applicable to the
Bidder
Trading Lot [●] Equity Shares, [●] Equity Shares and in multiples thereof [●] Equity Shares and in multiples [●] Equity Shares
however, the Market thereof
 Maker may accept odd
lots if any in the market
as required under the
SEBI ICDR Regulations
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder or by the Sponsor Bank through the UPI Mechanism
that is specified in the ASBA Form at the time of submission of the ASBA Form.
Mode of Bid Only through the ASBA process

1. This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.
2. In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018, this is an issue for at least 25% of the post issue paid-up Equity share
capital of the Company. This issue is being made through Book Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR)
Regulations.
3. Subject to valid Bids being received at or above the issue price, under subscription, if any, in any 173 category, except in the QIB Portion, would be allowed to be met with
spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and the
Designated Stock Exchange, subject to applicable laws.
4. Our Company, in consultation with the BRLM may allocate upto 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI (ICDR)
Regulations, 2018, as amended. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Price.
5. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference between the
Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. For further details please
refer to the section titled “Issue Procedure” beginning on page 175 of the Red Herring Prospectus

The RHP shall be read in conjunction Addendum Cum Corrigendum and accordingly all reference to the Application in the RHP stand amended pursuant to this Addendum Cum
Corrigendum. The information in this Addendum Cum Corrigendum supplements the RHP and updates the information in the RHP solely to the extent set out above, as may be
applicable, and will also be disclosed in the Prospectus as and when filed with the RoC, SEBI and the Stock Exchanges.

This Addendum Cum Corrigendum does not reflect all the changes that have occurred between the date of filing of the RHP and the date hereof, and, accordingly, does not include
all the changes and/or updates that will be included in the Prospectus.

All capitalised terms used in this Corrigendum cum Addendum Cum Corrigendum shall, unless the context otherwise requires, have the meaning ascribed to such terms in the Red
Herring Prospectus.

BOOK RUNNING LEAD MANAGER COMPANY SECRETARY AND

REGISTRAR TO THE ISSUE
TO THE ISSUE COMPLIANCE OFFICER

TRIDENT TECHLABS LIMITED

GYR CAPITAL ADVISORS PRIVATE Maashitla Securities Private Limited
Mr. Iram Naaz
LIMITED Address: 451, Krishna Apra Business
1/18-20, 2nd floor, White House, Rani
428, Gala Empire, Near JB Tower, Square, Netaji Subhash Place, Pitampura,
Jhansi Road, New Delhi -110055, India
Drive in Road, Thaltej, Ahmedabad -380 Delhi -110034, India Telephone No.: +91 61811100-11
054, Gujarat, India. Tel: 011-45121795 Website: www.tridenttechlabs.com
Telephone: +91 87775 64648 Email: [email protected] Email: [email protected]
Fax: N.A. Website: www.maashitla.com CIN: U74899DL2000PLC105611
E-mail: [email protected] Investor Grievance Email:
Website: www.gyrcapitaladvisors.com [email protected] Investors can contact the Company
Investor grievance: Contact Person: Mr. Mukul Agarwal Secretary and Compliance Officer or the
[email protected] SEBI Registration Number: BRLM or the Registrar to the Issue in
case of any pre-issue or post-issue related
Contact Person: Mohit Baid INR000004370
problems, such as non-receipt of letters of
SEBI Registration Number: Allotment, non-credit of Allotted Equity
INM000012810 Shares in the respective beneficiary
account and refund orders, etc.

AVAILABILITY OF BID-CUM-APPLICATION FORMS: Bid-Cum-Application forms can be obtained from the Registered
Office of the Company: 1/18-20, 2nd floor, White House, Rani Jhansi Road, New Delhi -110055, India, Telephone: +91 61811100-11;
BRLM: GYR Capital Advisors Private Limited, Telephone: +91 87775 64648 and the Syndicate Member: GYR Capital Advisors
Private Limited, Telephone: +91 87775 64648, Registered Brokers, RTAs and CDPs participating in the Issue. Bid-cum-application
Forms will also be available on the website of NSE EMERGE and the designated branches of SCSBs, the list of which is available at
websites of the stock exchanges and SEBI.

ESCROW COLLECTION BANK/ REFUND BANK/ PUBLIC ISSUE ACCOUNT BANK/ SPONSOR BANK: HDFC BANK
LIMITED
UPI: Retail Individual Bidders can also Bid through UPI Mechanism.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Red
Herring Prospectus.
On behalf of Board of Directors
For TRIDENT TECHLABS LIMITED
Sd/-
Mr. Iram Naaz
Company Secretary & Compliance Officer
Place: New Delhi
Date: December 18, 2023

Disclaimer: TRIDENT TECHLABS LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of
requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the
RHP with the Registrar of Companies, New Delhi on December 14, 2023 and thereafter with SEBI and the Stock Exchange. The RHP
is available on the website of NSE Emerge at https://www1.nseindia.com/emerge/index_sme.htm and is available on the websites of
the BRLM at www.gyrcapitaladvisors.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 RHP including the section titled “Risk Factors” beginning on page 26 of
the Red Herring Prospectus.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended 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, 1933 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, 1933 and the applicable laws of each jurisdiction where such issues and sales
are made. There will be no public offering in the United States.