DISCLAIMER - IMPORTANT

The following disclaimer applies to the draft red Herring prospectus of Northern Arc Capital Limited (the “Company”) dated [February 02], 2024 (the “Draft Red Herring Prospectus” or “DRHP”) filed with the Securities and Exchange Board of India (“SEBI”) and thereafter with the BSE Limited and the National Stock Exchange of India Limited, in relation to the initial public offering of the equity shares of face value of ₹10 each (“Equity Shares”) of the Company (the “Offer”).

The DRHP has been made available on this website in electronic form solely to comply with Regulation 26 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the DRHP. By accessing the DRHP, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Draft Red Herring Prospectus is directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the Draft Red Herring Prospectus, is not intended for, and may not be accessed in or by, or distributed or transmitted in, into or to, directly or indirectly, the United States of America (including its territories and possessions), any state of the United States and the District of Columbia (the “United States”) or any other jurisdiction where it is unlawful to do so. All persons residing outside of the United States who wish to access the Draft Red Herring Prospectus contained on the following page of this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of securities by them. No part of the contents of the Draft Red Herring Prospectus shall be copied or duplicated in any form by any means or redistributed.

The Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction and is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company or any of its affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and 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 U.S. state securities laws. The Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”) in reliance upon 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 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), who are both (a) “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) 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 one or more transactions exempt from the registration requirements of the U.S. Securities Act; and (b) “qualified purchasers” (as defined in Section 2(a)(51) of the U.S. Investment Company Act and referred to in this Draft Red Herring Prospectus as “QPs”) in reliance upon section 3(c)(7) of the U.S. Investment Company Act, and (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. No public offering of the Equity Shares or other securities is being made in the United States.

The Draft Red Herring Prospectus or any information contained on our website or in the Draft Red Herring Prospectus does not constitute, and should not be construed as, “general solicitation” or “general advertising” as defined under Regulation D of the U.S. Securities Act, or “directed selling efforts” under Regulation S.

The Company, and ICICI Securities Limited, Axis Capital Limited and Citigroup Global Markets India Private Limited (collectively, the “Book Running Lead Managers”) and their respective affiliates, directors, officers, agents, representatives, advisers and employees do not accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. The information in the Draft Red Herring Prospectus is as of the date thereof and neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees are under any obligation to update or revise the Draft Red Herring Prospectus to reflect circumstances arising after the date thereof. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company, the Book Running Lead Managers nor any of their respective affiliates, directors, officers, agents, representatives, advisers or employees accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of the Draft Red Herring Prospectus in electronic format.

Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see the section titled “Risk Factors” of the red herring prospectus, when available. Any decision on whether to invest in the equity shares may only be made after a red herring prospectus has been filed with the Registrar of Companies, Tamil Nadu at Chennai ] and the SEBI, and must be made solely on the basis of the red herring prospectus. As there may be material changes in the red herring prospectus versus the Draft Red Herring Prospectus, potential investors should not rely on the Draft Red Herring Prospectus filed with SEBI.

You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses. Neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of this website or the Draft Red Herring Prospectus.

Failure to comply with this disclaimer may result in a violation of the applicable laws of India and other jurisdictions. Any other information contained in, or that can be accessed via our website does not constitute a part of the Draft Red Herring Prospectus.

IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.

The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.

To access this information, you must confirm, by pressing on the button marked “I Confirm”, that at the time of access, you are located in India. If you cannot make this confirmation, you must press the button marked “I Do Not Confirm”.