Qualified Institutions Placement

Preliminary Placement Document

Important Disclaimer

PLEASE READ THIS DISCLAIMER CAREFULLY AND AGREE WITH THE TERMS AND CONDITIONS OF THIS DISCLAIMER BEFORE CONTINUING. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA

The following disclaimer applies to the preliminary placement document (the “Preliminary Placement Document”) in relation to the proposed qualified institutions placement of the equity shares (“Equity Shares”, and such issuance, the “Issue”) of Zaggle Prepaid Ocean Services Limited (the “Company”). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Preliminary Placement Document. By accessing the Preliminary Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Preliminary Placement Document has been posted on this website solely to comply with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”).

The offer of the Equity Shares in the Issue (as both terms are defined in the Preliminary Placement Document) is being made in reliance upon Chapter VI of the SEBI ICDR Regulations and Sections 42 and 62 of the Companies Act, 2013, as amended (the “Companies Act”), read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, and is being made only for qualified institutional buyers (as defined in the SEBI ICDR Regulations) (“QIBs”) on a private placement basis and is not an offer to the public or to any other class of investors. The offer of Equity Shares in the Issue should not be construed as an invitation, offer or sale of any securities to the public in India. Unless you have received a pre-numbered Preliminary Placement Document addressed to you inviting you to make a bid through the application form, no offer and/or invitation of offer of Equity shall be deemed to have been made.

The Preliminary Placement Document has not been and will not be filed as a prospectus or a statement in lieu of prospectus with the offices of the registrar of companies in India under the Companies Act.

Access to the Preliminary Placement Document does not constitute a recommendation by the Company, the Lead Managers or any of their respective affiliates or any other person to subscribe to the Equity Shares offered in the Issue (as both terms are defined in the Preliminary Placement Document).

The Preliminary Placement Document has not been and will not be reviewed or approved by any regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India, any Registrar of Companies in India or any stock exchange in India or any other jurisdiction.

The information in the Preliminary Placement Document is as of the date thereof and none of the Company, the Lead Managers or their affiliates or any of the Company’s or the Lead Managers’ respective directors or employees are under any obligation to update or revise the Preliminary Placement Document to reflect circumstances arising after the date thereof.

The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise qualified in any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the Unites States, 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. The Equity Shares are being offered and sold only outside the United States in offshore transactions as defined in and in accordance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions in which such offers and sales are made. The Preliminary Placement Document may not be viewed by any person located in the United States.

The Equity Shares offered in the Issue may not be offered or sold and the Preliminary Placement Document may not be distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

You are hereby notified that any forwarding, delivery, distribution or reproduction of the Preliminary Placement Document, in whole or in part, is strictly prohibited. Failure to comply with this disclaimer may result in a violation of the applicable laws. If you access the Preliminary Placement Document, you agree not to forward, deliver or distribute it, in whole or in part, to any other person.

You are accessing this website at your own risk. None of the Company, its directors or its 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 the website or these materials.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company, its directors or its employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Preliminary Placement Document in electronic format.

You are responsible for protecting against viruses and other destructive items. 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 and other items of a destructive nature.

If you are not in India, please exit this webpage.

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By clicking on the “I Confirm” button below you represent to the Company and the Lead Managers that:

You have read the disclaimer set out above and you agree to be bound by its terms; and
You are located in India.

If you cannot make these confirmations, you must press the button marked “I Do Not Confirm”.

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Placement Document

Important Disclaimer

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA

The following disclaimer applies to the placement document (the “Placement Document”) in relation to the proposed qualified institutions placement of the equity shares (“Equity Shares”, and such issuance, the “Issue”) of Zaggle Prepaid Ocean Services Limited (the “Company”). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Placement Document. By accessing the Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Placement Document has been posted on this website solely to comply with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”).

The offer of the Equity Shares in the Issue (as both terms are defined in the Placement Document) is being made in reliance upon Chapter VI of the SEBI ICDR Regulations and Sections 42 and 62 of the Companies Act, 2013, as amended (the “Companies Act”), read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, and is being made only for qualified institutional buyers (as defined in the SEBI ICDR Regulations) (“QIBs”) on a private placement basis and is not an offer to the public or to any other class of investors. The offer of Equity Shares in the Issue should not be construed as an invitation, offer or sale of any securities to the public in India. Unless you have received a pre-numbered Placement Document addressed to you inviting you to make a bid through the application form, no offer and/or invitation of offer of Equity shall be deemed to have been made.

The Placement Document has not been and will not be filed as a prospectus or a statement in lieu of prospectus with the offices of the registrar of companies in India under the Companies Act.

Access to the Placement Document does not constitute a recommendation by the Company, the Lead Managers or any of their respective affiliates or any other person to subscribe to the Equity Shares offered in the Issue (as both terms are defined in the Placement Document).

The Placement Document has not been and will not be reviewed or approved by any regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India, any Registrar of Companies in India or any stock exchange in India or any other jurisdiction.

The information in the Placement Document is as of the date thereof and none of the Company, the Lead Managers or their affiliates or any of the Company’s or the Lead Managers’ respective directors or employees are under any obligation to update or revise the Placement Document to reflect circumstances arising after the date thereof.

The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise qualified in any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the Unites States, 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. The Equity Shares are being offered and sold only outside the United States in offshore transactions as defined in and in accordance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions in which such offers and sales are made. The Placement Document may not be viewed by any person located in the United States.

The Equity Shares offered in the Issue may not be offered or sold and the Placement Document may not be distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

You are hereby notified that any forwarding, delivery, distribution or reproduction of the Placement Document, in whole or in part, is strictly prohibited. Failure to comply with this disclaimer may result in a violation of the applicable laws. If you access the Placement Document, you agree not to forward, deliver or distribute it, in whole or in part, to any other person.