Draft Red Herring Prospectus

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.

The following disclaimer applies to the draft red herring prospectus of Rubicon Research Limited (the “Company”) dated July 31, 2024 (the “Draft Red Herring Prospectus”) filed with the Securities and Exchange Board of India (“SEBI”) and hosted on this website in connection with the initial public offering of the equity shares of the Company (the “Offer”). Please read the following notice carefully before deciding whether to click on the link below to view the information on this web page. In 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.

The Draft Red Herring Prospectus 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 The information in this portion of our website, including the Draft Red Herring Prospectus, is not for publication or distribution, directly or indirectly, in or into the United States. 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 nor any of its 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 Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction 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 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 offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States, and unless so registered 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 state securities laws.

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 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, Maharashtra at Mumbai and the SEBI 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. 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, when available.

Neither the Company nor any of its 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. The Company and 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 and its 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, 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.

The Company does not accept any responsibility for any contravention of applicable securities laws and regulations by individuals as a result of false information provided by such individuals.

The information furnished on the following web pages contains information intended only for persons not located in any jurisdiction where the distribution of such information is prohibited or restricted, including the United States, Canada, United Kingdom, Australia and Japan. This information is not to be furnished or made available to any person in the United States, Canada, United Kingdom, Australia or Japan or to any person to whom it is unlawful to furnish or make available such information.

The information on the following web pages is intended solely to provide background information on Rubicon Research Limited and does not constitute, or form a part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire, any shares or other securities of Rubicon Research Limited in any jurisdiction, including in the United States, and is not for publication, release or distribution in the United States or to US persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)). The shares or other securities of Rubicon Research Limited have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state of other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

Neither the information on the following web pages nor any copy of any of it may be taken or transmitted into the United States, Canada, United Kingdom, Australia or Japan or distributed, directly or indirectly, in the United States, Canada, United Kingdom, Australia or Japan or to any resident thereof.

The information is current only as of its date and shall not, under any circumstances, create any implication that the information contained therein is correct as of any time subsequent to the date thereof or that there has been no change in the financial condition or affairs of Rubicon Research Limited since such date. This document may be updated from time to time and there is no undertaking by Rubicon Research Limited to post any such amendments or supplements on this website.

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• you are not currently located in any jurisdiction where distribution of the information on this website is prohibited or restricted, including the United States, Canada, United Kingdom, Australia or Japan;
• it is lawful for you to receive a copy of the information contained on this website; and
• you have read, understand and agree to comply with all of the restrictions set forth above.

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