NOT FOR ACCESS IN OR BY, OR DISTRIBUTION OR TRANSMISSION 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.

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

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the Red Herring Prospectus of Sagility India Limited (the “Company”) dated June 29, 2024 (the “Red Herring Prospectus”) filed with the Registrar of Companies, Karnataka at Bengaluru (“RoC”) and thereafter with the Securities and Exchange Board of India (“SEBI”), and BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), as well as the audio visual film of the Company” dated June 29, 2024 (the “IPO AV”), each in relation to the initial public offering of the equity shares of face value of ₹10 each (“Equity Shares”) of the Company (“Offer”).

THE RED HERRING PROSPECTUS IS BEING MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). THE IPO AV IS BEING MADE AVAILABLE ON THIS WEBSITE IN ACCORDANCE WITH CIRCULAR ON “AUDIOVISUAL (AV) PRESENTATION OF DISCLOSURES MADE IN PUBLIC ISSUE OFFER DOCUMENTS” DATED MAY 24, 2024, ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA.  The Red Herring Prospectus has been hosted on this website as prescribed under Regulation 26 of the SEBI ICDR Regulations. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the RHP and the IPO AV. In accessing the Red Herring Prospectus and IPO AV, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

Each of the Red Herring Prospectus and IPO AV 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 Red Herring Prospectus and the IPO AV, 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 (the “United States”) or any other jurisdiction where it is unlawful to do so. The contents of the Red Herring Prospectus and the IPO AV are for your information only, and you acknowledge that access to the Red Herring Prospectus and the IPO AV are intended for use by you only and you agree not to forward the Red Herring Prospectus and the IPO AV on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any person. No part of the contents of the Red Herring Prospectus and the IPO AV shall be copied or duplicated in any form by any means or redistributed. 

The Red Herring Prospectus and the IPO AV do not constitute an offer to sell, or the solicitation of an offer to purchase or acquire, any securities of the Company in the United States in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction, and are 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 United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and may not be offered or sold within the United 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 United States state securities laws.  Accordingly, the  Equity Shares are being offered and sold only (i) within India, to Indian institutional, non-institutional and retail investors in compliance with the SEBI ICDR Regulations, (ii) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in the Red Herring Prospectus as “U.S. QIBs” and, 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 the Red Herring Prospectus as QIBs) pursuant to Rule 144A or another available exemption from the registration requirements thereunder, and (iii) outside the United States to eligible investors in “offshore transactions” as defined in, and in reliance on, Regulation S (“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 Red Herring Prospectus and the IPO AV or any information contained on our website or in the Red Herring Prospectus and the IPO AV 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, IIFL Securities Limited, Jefferies India Private Limited and J.P. Morgan 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 Red Herring Prospectus and the IPO AV 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 Red Herring Prospectus and the IPO AV 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 Red Herring Prospectus and the IPO AV 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” on page 40 of the Red Herring Prospectus. Potential investors should also refer to the Prospectus which will be filed with the RoC and SEBI in the future, including the section titled “Risk Factors”. As there may be material changes in the draft red herring prospectus dated June 28, 2024, filed with SEBI and the Stock Exchanges (“Draft Red Herring Prospectus”) versus the Red Herring Prospectus, potential investors should not rely on the Draft Red Herring Prospectus Similarly, IPO AV provides only the salient features of the Offer and accordingly, potential investors should not rely on the IPO AV. Any decision on whether to invest in the equity shares must be made solely on the basis of the Red Herring Prospectus.

Investors are advised not to rely on any other document, content or information provided on the Offer on the   internet / online websites/ social media platforms / micro-blogging platforms and by the influencers since the same is not approved/ commissioned/ paid by the Company or its promoter(s)/directors/KMPs in any manner. Investors are advised to rely only on  the  information  contained  in  the  Red Herring Prospectus and the price band advertisement for making investment decision

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 Red Herring Prospectus or the IPO AV.

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 Red Herring Prospectus and the IPO AV. 

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