TERMS & CONDITIONS FOR UNLISTED / PRE-IPO SHARE PURCHASES

I hereby confirm that I am registering on the ARTHDIPAH KAPITAL platform voluntarily and of my own free will.

I have not been forced, pressured, threatened or compelled by ARTHDIPAH KAPITAL or any of its representatives to register or participate in any transaction.

I understand that registration on the platform does not by itself constitute a guarantee of any purchase, allotment, return, profit, listing or liquidity.

I confirm that the relevant information made available to me regarding the Pre-IPO / Unlisted Shares proposed to be acquired by me has been provided to me through the available communication/documentation.

I understand that it is my responsibility to read, understand and independently evaluate the information, documents, risks, price and terms before proceeding with any transaction.

I have been given an opportunity to ask questions and seek clarification before making my decision.

I confirm that my decision to purchase/acquire Pre-IPO / Unlisted Shares is made independently and at my own discretion.

I understand that purchase of unlisted securities involves substantial risks, including the possibility of partial or complete loss of the amount paid.

I am not relying upon any guaranteed return, assured appreciation, fixed income or promised listing for making my purchase decision.

I confirm that all KYC information, identification documents, PAN, address details, bank details, Demat details and other information submitted by me are provided by me voluntarily and are true, accurate, complete and up to date to the best of my knowledge.

I understand that incorrect, incomplete, misleading or fraudulent information may result in rejection, suspension or cancellation of the transaction, subject to applicable law.

I undertake to immediately inform ARTHDIPAH KAPITAL if any information submitted by me changes.

Personal information shall be handled and processed only for legitimate and lawful purposes, subject to applicable data-protection and privacy laws. The Digital Personal Data Protection Act, 2023 establishes a statutory framework concerning processing and protection of digital personal data.

Before placing my order/request, I confirm that I have been informed of the applicable price of the Pre-IPO / Unlisted Shares.

I have reviewed and accepted the applicable price, quantity, charges, transaction terms and other applicable conditions before proceeding.

I understand that the price of an unlisted security may differ materially from its eventual market/listing price and that there may be no readily available market price.

I expressly acknowledge and agree that:

• No fixed or guaranteed return has been promised to me.
• No assured profit has been promised to me.
• No guaranteed percentage appreciation has been promised to me.
• No guaranteed IPO/listing date has been promised to me.
• No guaranteed buyback or exit price has been promised to me.
• No interest on the amount paid has been promised or agreed merely because I have purchased/held shares.
• Past performance or indicative valuation, if any, shall not be treated as a guarantee of future performance.

I understand that the value of the securities I purchase may increase or decrease and that I may suffer a loss.

I understand that Pre-IPO / Unlisted Shares are not the same as shares traded on a recognised stock exchange.

Accordingly, I understand that:

1. 1There may be limited or no immediate liquidity.
2. 2I may not be able to sell the shares whenever I wish.
3. 3A buyer may not be available when I want to exit.
4. 4The transfer may be subject to the Articles of Association of the relevant company and applicable law.
5. 5The company may never obtain a stock-exchange listing.
6. 6The listing timeline, if any, may change or may not occur.
7. 7The eventual listing price may be below my acquisition price.
8. 8Valuation of an unlisted company may change significantly.
9. 9Corporate actions, regulatory changes, business performance and market conditions may materially affect the value of the securities.

SEBI has specifically cautioned the public regarding unlisted securities and stressed the importance of checking the applicable legal and offer-related compliance before purchasing.

The investor understands that shares shall be transferred/credited only in accordance with the applicable legal, corporate, depository and transaction requirements.

The expected processing timeframe communicated by ARTHDIPAH KAPITAL is an estimated operational timeframe and not a guarantee of completion, because completion may depend upon the relevant seller, issuer/company, Registrar & Transfer Agent, depository participant, depository, documentation, compliance checks and other applicable parties.

Where any transfer/credit is delayed due to circumstances beyond the reasonable control of ARTHDIPAH KAPITAL, the investor agrees to cooperate with the required documentation and compliance process.

Where applicable, the investor understands that securities are intended to be credited/transferred to the investor's own eligible Demat account, subject to successful completion of the applicable transfer and compliance process.

The investor shall ensure that the Demat account details supplied are correct.

ARTHDIPAH KAPITAL shall not be responsible for delays caused by incorrect Demat details, inactive/frozen accounts, KYC deficiencies, depository/DP issues or other information supplied incorrectly by the investor.

All transactions shall be subject to the laws, rules, regulations, circulars, notifications and directions applicable to the particular transaction and security, including, where applicable:

• Companies Act, 2013;
• Securities and Exchange Board of India (SEBI) laws and applicable regulations;
• Securities Contracts (Regulation) Act and applicable rules;
• Depositories Act and applicable depository/DP requirements;
• Income-tax Act, 1961 and applicable tax rules;
• Foreign Exchange Management Act (FEMA) and RBI regulations, where applicable;
• Applicable stamp-duty and transfer requirements;
• Applicable anti-money-laundering/KYC requirements; and
• Other applicable laws and regulatory requirements.

The exact legal requirements may differ depending upon whether the transaction is a fresh issue/private placement, secondary transfer, resident transaction, non-resident transaction or another legally permitted structure.

I understand that a private placement or fresh issue of securities by a company is subject to the applicable provisions of the Companies Act, 2013 and other applicable securities laws.

I further understand that this document does not itself constitute a private-placement offer letter, public offer document, prospectus or offer document of the issuer company.

Where applicable, the issuer company and the relevant parties shall be responsible for complying with the legal requirements applicable to the particular issuance/transaction.

Section 42 of the Companies Act, 2013 contains specific requirements concerning private placement, including restrictions regarding the persons to whom an offer may be made and the manner in which such offers are conducted.

I understand that any profit, gain, dividend, income or other taxable amount arising from my purchase or subsequent transfer of securities may have tax consequences.

I agree that I am solely responsible for complying with my applicable income-tax filing, disclosure and payment obligations.

I will consult my Chartered Accountant / tax professional wherever required.

The Income-tax Department recognises separate tax treatment and reporting considerations for transactions involving unlisted equity shares; for example, an individual who has held unlisted equity shares may not be eligible to use ITR-1.

The applicable capital-gains treatment depends on factors including the nature of the security, acquisition date, transfer date, holding period, taxpayer status and applicable law.

If the investor is an NRI, OCI, foreign national, non-resident or otherwise subject to FEMA, the investor acknowledges that additional requirements may apply.

Such requirements may include eligibility, pricing, documentation, reporting, banking-channel requirements, sectoral restrictions and other FEMA/RBI requirements.

The investor shall not proceed with a transaction requiring FEMA/RBI compliance unless the applicable requirements have been satisfied.

RBI's framework contains specific requirements concerning transfer of shares between residents and non-residents, including pricing and documentation requirements for applicable transactions.

I declare that the money used for the transaction belongs to me / is lawfully available to me and has been obtained through legitimate sources.

I shall not use proceeds derived from unlawful activities for purchasing securities.

I understand that additional KYC/source-of-funds documentation may be requested where legally or operationally required.

I agree to make payments only through the officially communicated and permitted banking/payment channels.

I understand that cash transactions or payments to unauthorised persons are not acceptable where prohibited by applicable law or the transaction structure.

I shall verify the beneficiary details before making any payment.

I understand that purchase of shares is an acquisition or transfer of securities. It is not a SEBI-regulated investment product, fixed deposit, loan, deposit scheme or interest-bearing arrangement.

ARTHDIPAH KAPITAL does not undertake to pay interest merely because the investor has paid consideration for shares.

Any refund, if legally/contractually applicable in a particular transaction, shall be governed by the specific transaction documents and applicable law.

I understand that ARTHDIPAH KAPITAL does not guarantee that I will be able to sell the shares at a particular price or within a particular period.

Any future sale/transfer shall be subject to the availability of a legally eligible buyer/transferee, applicable company/depository requirements, applicable restrictions and prevailing market conditions.

I acknowledge that I have been advised to conduct my own due diligence before purchasing.

I may independently verify, where relevant:

• Issuer/company information;
• Corporate status;
• Shareholding/ownership information;
• ISIN;
• Demat/depository information;
• Financial information available from lawful sources;
• Applicable transfer restrictions;
• Articles of Association;
• Valuation information;
• Transaction documents;
• Applicable taxes and charges;
• Regulatory status of the relevant parties.

SEBI's public guidance recommends reading documents carefully and maintaining records of transaction-related documents and payments.

Unless expressly supported by a valid and applicable registration, approval or authorisation, nothing on this platform or in this document shall be interpreted as: “Approved by SEBI”, “Guaranteed by SEBI”, “Approved by RBI”, “Guaranteed by RBI”, “Government Approved Investment”, “SEBI-regulated investment” or any similar representation.

The investor must independently verify the regulatory status of any intermediary or adviser where such registration is legally required.

ARTHDIPAH KAPITAL shall not represent itself as a SEBI-registered Investment Adviser, Research Analyst, stock broker, portfolio manager or other regulated intermediary unless it actually holds the relevant registration/authorisation applicable to that activity.

Where an activity legally requires registration or authorisation, such activity shall be undertaken only in accordance with applicable law and by appropriately authorised/registered persons/entities.

SEBI provides a facility for investors to verify relevant registered Investment Advisers and Research Analysts.

I understand and acknowledge that purchase of Pre-IPO / Unlisted Shares involves risk, including but not limited to: Market Risk, Liquidity Risk, Business Risk, Valuation Risk, Regulatory Risk, Listing Risk, Transfer Risk, Concentration Risk and Capital Loss Risk.

I confirm that I am financially capable of bearing the risks associated with the purchase selected by me.

I agree to retain copies of:

• KYC documents;
• Transaction/order confirmation;
• Payment proof;
• Invoice/receipt;
• Share transfer documents;
• Demat credit confirmation;
• Corporate/issuer documents received;
• Relevant correspondence; and
• Tax-related records.

I understand that proper records may be required for future tax, legal, audit or compliance purposes.

Where this declaration is accepted electronically, by OTP, checkbox, digital signature, electronic signature or other legally permissible electronic method, I confirm that such acceptance represents my informed consent to these Terms & Conditions.

I confirm that I have read and understood these Terms & Conditions before proceeding.

I understand that the ARTHDIPAH KAPITAL website and portal are an operations and documentation system for unlisted / Pre-IPO share arrangements, KYC, wallet records and related processing.

I understand that ARTHDIPAH KAPITAL is not a recognised stock exchange and that this website is not an authorised electronic trading platform of a recognised stock exchange.

I understand that a purchase recorded on this portal is not the same as a trade executed on NSE, BSE or any other recognised stock exchange.

SEBI has cautioned investors (including Press Release No. 37/2024 dated 9 December 2024) against transacting in securities of unlisted public companies on unauthorised electronic platforms.

I understand that if I transact otherwise than through a legally permitted structure, I may not have access to investor-protection, grievance-redressal and online dispute-resolution mechanisms that apply to recognised-exchange trades.

I confirm that I have independently considered the legal character of my transaction (including whether it is a permitted secondary transfer, private placement or other lawful structure) and am not treating this website as a SEBI-authorised exchange.

I understand that nothing on this platform is a prospectus, offer document or public-issue advertisement of any issuer company.

I understand that information on rates, companies and plans is general information about available inventory and process. It is not investment advice, research or a recommendation to buy any security.

I shall not rely on unofficial social-media, WhatsApp, Telegram or influencer content for my decision.

I confirm that unlisted / Pre-IPO securities are suitable for me only if I can bear a total loss of the amount allocated, accept illiquidity, and do not need the money for living expenses, EMIs or emergency use.

I confirm that I am not being promised a listing, IPO date, premium, CAGR, multiple (“10X”) or corpus figure.

If the issuer later lists, lock-in, offer-for-sale restrictions and other ICDR / company / depository conditions may apply to my holding.

I understand that listing, if it occurs, does not assure a profit or an immediate ability to sell.

I agree that ARTHDIPAH KAPITAL may seek additional identity, address, PAN, Demat and source-of-funds information under the Prevention of Money-laundering Act, 2002 and applicable KYC directions, and may pause or decline a transaction if those checks are incomplete.

I shall first raise a complaint through the portal Grievance / Help & Support module or the published support email of ARTHDIPAH KAPITAL.

I understand that SEBI SCORES (https://scores.sebi.gov.in) and Smart ODR (https://smartodr.in) may be available according to SEBI’s rules and the nature of the intermediary or transaction, and that those forums do not convert this portal into a recognised stock exchange or into a SEBI-regulated investment product.

I understand that a purchase recorded on this portal is not a SEBI-regulated investment product.

I understand that it is not a mutual fund, collective investment scheme, portfolio management service, alternative investment fund, or a listed-equity trade on a recognised stock exchange.

I understand that the word SIP on this portal means a schedule of separate unlisted / Pre-IPO purchases and is not a Systematic Investment Plan of a SEBI-regulated mutual fund.

I understand that SEBI investor-protection systems that apply to recognised-exchange trades or registered intermediaries may not apply to my transaction.