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PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. 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 TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
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The following disclaimer applies to the draft red herring prospectus of RSB Retail India Limited (formerly known as R S Brothers Retail India Limited) (the “Company”) dated August 14, 2025 (the “Draft Red Herring Prospectus”) filed with the Securities and Exchange Board of India (“SEBI”), BSE Limited and the National Stock Exchange of India Limited and hosted on this website in connection with the initial public offering of the equity shares of face value of ₹ 2 each (“Equity Shares”) of the Company (the “Offer”). You are advised to read the following notice carefully before reading, accessing or making any other use of the Draft Red Herring Prospectus. By accessing the Draft Red Herring Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.
Access to the Draft Red Herring Prospectus does not constitute a recommendation by the Company, Motilal Oswal Investment Advisors Limited, HDFC Bank Limited and IIFL Capital Services Limited (formerly IIFL Securities Limited) (collectively, the “Book Running Lead Managers”), the members of the Syndicate (as defined in the Draft Red Herring Prospectus) or any of their respective affiliates or any other person to subscribe to the Equity Shares offered in the Offer.
The Draft Red Herring Prospectus is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this portion of our website. 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our website, including the Draft Red Herring Prospectus, is not intended for, and may not be accessed in or by, or is not for publication or distribution, directly or indirectly, in or into the United States. The contents of the Draft Red Herring Prospectus is for your information only, and you acknowledge that access to the Draft Red Herring Prospectus is intended for use by you only and you agree not to forward the Draft Red Herring Prospectus 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 Draft Red Herring Prospectus shall be copied or duplicated in any form by any means or redistributed.
The Draft Red Herring Prospectus has been hosted on this website as prescribed under Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). Our Company has taken all necessary steps to ensure that the contents of the Draft Red Herring Prospectus as appearing on this website are identical to the Draft Red Herring Prospectus filed with the SEBI. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company, Book Running Lead Mangers, nor any of its affiliates, directors, agents, officers, 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 electronic data.
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved.
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, 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. Accordingly, the Equity Shares are only being offered and sold (i) within the United States to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in the 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 the Draft Red Herring Prospectus as “QIBs”) in one or more transactions exempt from the registration requirements of the U.S. Securities Act; and (ii) outside the United States in “offshore transactions”, as defined in, and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Any person into whose possession the Draft Red Herring Prospectus comes is required to inform himself or herself about and to observe any such restrictions. Neither the Company, Book Running Lead Managers, nor any of its affiliates is soliciting any action based on the Draft Red Herring Prospectus, and it should not be construed as an offer to sell or the solicitation of an offer to buy any securities. Potential investors should not rely on the Draft Red Herring Prospectus for any investment decision.
Any decision on whether to invest in the Equity Shares described in the Draft Red Herring Prospectus may only be made after a red herring prospectus has been filed with the Registrar of Companies, Telangana at Hyderabad and the SEBI and the stock exchanges, and must be made solely on the basis of such red herring prospectus, as there may be material changes in the red herring prospectus compared to the Draft Red Herring Prospectus. Nothing in the Draft Red Herring Prospectus constitutes an offer or an invitation by or on behalf of either the Company, Book Running Lead Managers or any of the members of the syndicate to subscribe for or purchase any of the securities described therein, invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the red herring prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the red herring prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which shall contain the selling restrictions for the Offer outside India.
Any potential investor should note that investment in Equity Shares involves a high degree of risk and for details relating to such risk, please see the section titled “Risk Factors” of the red herring prospectus which will be filed with the Registrar of Companies, Telangana at Hyderabad, and SEBI in the future. The Offer and sale of the Equity Shares to be offered in the Offer shall be made only pursuant to the red herring prospectus, when available. As there may be material changes in the red herring prospectus versus the DRHP, potential investors should not rely on the DRHP filed with SEBI and the Stock Exchanges.
Neither the Company, the Book Running Lead Managers nor any of its affiliates, directors, agents, officers, representatives, advisers or employees do not accept any liability whatsoever, direct or indirect, and will be not be responsible or have any responsibility of any kind 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. The Company, the Book Running Lead Managers nor any of its affiliates cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Draft Red Herring Prospectus beyond the date of the Draft Red Herring Prospectus. The information contained in the Draft Red Herring Prospectus may not be updated since its original publication date and may not reflect the latest updates. The Company, the Book Running Lead Managers nor their 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 Company, the Book Running Lead Managers nor any of its affiliates nor their directors, officers and 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.
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.
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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 subscribe or buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.