Disclaimer – important
Date: 13th April 2026
PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. 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. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY POONAWALLA FINCORP LIMITED (THE “COMPANY”) SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) AND THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, EACH AS AMENDED ("COMPANIES ACT"). MAKING THE PLACEMENT DOCUMENT DATED APRIL 13, 2026 AVAILABLE IN ELECTRONIC FORMAT ON THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY EQUITY SHARES IN THE PROPOSED QUALIFIED INSTITUTIONS PLACEMENT (“OFFER”) IN ANY JURISDICTION.
Investors should read the Placement Document and seek professional advice before taking any action. Kotak Mahindra Capital Company Limited (“Kotak”), Jefferies India Private Limited (“Jefferies”) and J.P. Morgan India Private Limited (“J.P. Morgan”) do not accept any liability whatsoever direct or indirect that may arise from the use of the information contained in the Placement Document.
IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.
The following disclaimer applies to the Placement Document of Poonawalla Fincorp Limited (the “Company”) dated April 13, 2026 (the “Placement Document”) filed with the National Stock Exchange of India Limited and BSE Limited hosted on this website in connection with the qualified institutions placement of equity shares of ₹2 each of the Company (the “Offer”). Kotak, Jefferies and J.P. Morgan are associated with the Offer as a Book Running Lead Managers (“BRLMs”). 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 be bound by the following terms and conditions, including any modifications to them from time to time. The Placement Document 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 Placement Document, is not for publication or distribution, directly or indirectly, in or into the United States. Please note that because of restrictions imposed by law on soliciting offers of securities in various jurisdictions, subscription to the Offer will not be permitted to residents of certain jurisdictions. The contents of the Placement Document are for your information only and you acknowledge that access to the Placement Document is intended for use by you only and you agree not to forward the Placement Document on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail, or release for any public advertisements or utilise any media, marketing or agents to inform the public at large about the Offer or otherwise to any person. No part of the contents of the Placement Document shall be copied or duplicated in any form by any means, or redistributed.
You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the BRLMs nor any of their affiliates, or their respective directors, officers, counsels and employees (together, the "Affiliates"), accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data.
The Placement Document has not been and will not be filed as a prospectus or a statement in lieu of prospectus with any registrar of companies in India under the Companies Act, 2013 and is not and should not be construed as an offering circular, an offering memorandum, an advertisement, an offer or an offer document under the SEBI ICDR Regulations, Companies Act, 2013 or any other applicable law. The Placement Document does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person 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 BRLMs or any of their respective Affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements.
The equity shares of the Company (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, unless so registered, may not be offered or sold within the United States absent registration under the U.S. Securities Act or 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. Accordingly, the Equity Shares are being offered and sold (a) to persons in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), except for these purposes, U.S. persons include persons who would otherwise have been excluded from such term solely by reason of Rule 902(k)(1)(viii)(B) or Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act (“U.S. Persons”)), in each case that are both “qualified institutional buyers” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act and “qualified purchasers” (as defined under the United States Investment Act of 1940, as amended (the “U.S. Investment Company Act”) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in reliance upon section 3(c)(7) of the U.S. Investment Company Act, (b) 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 (“Regulation S”) under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur, and (c) “qualified institutional buyer” as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations and are not restricted from participating in the Offer under the SEBI ICDR Regulations and other applicable laws and not excluded pursuant to Regulations 179(2)(b) of the SEBI ICDR Regulations. There will be no public offering of the Equity Shares in the United States.
Any person into whose possession the Placement Document comes is required to inform himself or herself about and to observe any such restrictions. Neither the BRLMs nor any of their respective Affiliates are soliciting any action based on any information contained on this website, including the Placement Document, and such information should not be construed as an offer to sell or the solicitation of an offer to buy or subscribe for any securities. Any potential investor should note that investment in the securities involves a high degree of risk. For details, potential investors should refer to the Placement Document, including the section titled “Risk Factors”.
Neither the BRLMs nor any of their respective Affiliates will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website. Neither the BRLMs nor any of their respective Affiliates represents that the content of the Placement Document is accurate or complete. The BRLMs and their respective Affiliates cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Placement Document beyond the date of the Placement Document. The information contained in the Placement Document is as of the date thereof and neither the BRLMs nor their respective Affiliates are under any obligation to update the Placement Document to reflect circumstances arising after the date thereof.
The BRLMs and their respective Affiliates will not be responsible for any loss to any person or entity caused by any shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website. Neither the BRLMs, nor any of their respective Affiliates 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, or inability to access or use of, the website or these materials.
Please note that forms downloaded and used for subscription to the Offer in contravention of the above will be rejected with no recourse to the BRLMs, the Company, or any of their respective Affiliates.
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.
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”.
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.
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