DISCLAIMER – IMPORTANT

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY GOODLUCK INDIA LIMITED (THE "COMPANY") TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED ("SEBI REGULATIONS"), AND SECTION 42 OF THE COMPANIES ACT, 2013.

Please read this notice carefully. It applies to all persons who view this site. The following disclaimer applies to the preliminary placement document (the "Preliminary Placement Document") for the issue of equity shares of the Company ("Equity Shares"). You are advised to read this disclaimer carefully before accessing the Preliminary Placement Document. The Preliminary Placement Document is available for you to read on screen and to print in PDF format. By accessing the Preliminary Placement Document, you agree to the following terms and conditions.

The issue of Equity Shares referred to in the Preliminary Placement Document is being made in reliance upon section 42 of the Companies Act, 2013 and the rules thereunder, and Chapter VI of the SEBI Regulations are being offered and sold only to qualified institutional buyers (as defined under Regulation 2(1)(zd) of the SEBI Regulations) ("QIBs") on a private placement basis. The Preliminary Placement Document will be filed as a private placement offer letter with the Registrar of Companies, NCT of Delhi ("RoC") under applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India ("SEBI"). Unless a pre-numbered Preliminary Placement Document accompanied by an application form is addressed to a specific QIB inviting such QIB to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made. The names and contact details of all the QIBs who receive the Preliminary Placement Document along with the application form will be submitted to the RoC and SEBI, as required by the Companies Act, 2013.

The Preliminary Placement Document has not been and will not be registered as a prospectus with the offices of the registrar of companies in India and is not and should not be construed as a solicitation of an offer or an offer for sale of Equity Shares to the public in India.

You agree that if you access the Preliminary Placement Document you shall not disseminate or distribute it to any other person.

None of the Company, the Lead Manager (as defined in the Preliminary Placement Document) and any of their respective affiliates accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained in the Preliminary Placement Document. Access to the Preliminary Placement Document does not constitute a recommendation by the Company, the Lead Manager, any of their respective affiliates or any other party to buy or sell the Equity Shares.

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 in the Unites 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. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The Preliminary Placement Document should not be viewed by any person located in the United States.

The Equity Shares may not be offered or sold and the Preliminary Placement Document may not be distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the laws of such jurisdiction or would require the Company or the Lead Manager to make any filings with a regulatory authority in such jurisdiction (a "Prohibited Jurisdiction").

The information in the Preliminary Placement Document is as of the date thereof and none of the Company, its directors or the Lead Manager are under any obligation to update or revise the Preliminary Placement Document to reflect circumstances arising after the date thereof.

You are responsible for protecting against viruses and other destructive items. 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 and other items of a destructive nature.

If you are not permitted to view the Preliminary Placement Document or are in any doubt as to whether you are permitted to view the Preliminary Placement Document, please exit this webpage.

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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 IN THE UNITED STATES OR OTHER JURISDICTIONS OUTSIDE INDIA AND ARE INTENDED FOR DISTRIBUTION TO, AND USE BY, RESIDENTS OF INDIA ONLY.

THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY GOODLUCK INDIA 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, AS AMENDED AND THE RULES MADE THEREUNDER (“COMPANIES ACT”). MAKING THE PLACEMENT DOCUMENT DATED JANUARY 17, 2023 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 QUALIFIED INSTITUTIONS PLACEMENT (“ISSUE”) IN ANY JURISDICTION.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. YOU ARE REMINDED THAT YOU HAVE ACCESSED THE PLACEMENT DOCUMENT ON THE BASIS THAT YOU ARE A PERSON INTO WHOSE POSSESSION THE DOCUMENTS MAY BE LAWFULLY DELIVERED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

THIS DISCLAIMER APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. THE FOLLOWING DISCLAIMER APPLIES TO THE PLACEMENT DOCUMENT IN RELATION TO THE QUALIFIED INSTITUTIONS PLACEMENT OF EQUITY SHARES (“EQUITY SHARES”) OF THE COMPANY FILED WITH BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “PLACEMENT DOCUMENT”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE PLACEMENT DOCUMENT.

THE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE SECURITIES ARE BEING OFFERED AND SOLD (A) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO SECTION 4(a)(2) OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT, AND (B) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT; OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE PLACEMENT DOCUMENT PRESENTED HEREIN IS PLACED SOLELY TO COMPLY WITH THE PROVISIONS OF CHAPTER VI OF THE SEBI ICDR REGULATIONS AND SECTION 42 AND 62 OF THE COMPANIES ACT. ACCESS TO THIS WEBSITE SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER. WE ARE NOT SOLICITING ANY ACTION OR DECISION BASED ON THE INFORMATION ON THIS WEBSITE.

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. THIS PLACEMENT DOCUMENT IS EXCLUSIVE TO THE RECIPIENT. THE PLACEMENT DOCUMENT SHALL BE FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE STOCK EXCHANGES. THE PLACEMENT DOCUMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OR INVITATION OF AN OFFER TO SUBSCRIBE TO THE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT TO GENERAL PUBLIC OR TO ANY PERSON OR CLASS OF INVESTORS OTHER THAN QUALIFIED INSTITUTIONAL BUYERS. THE PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA. THE PLACEMENT DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY SECURITIES TO THE PUBLIC IN INDIA.

NONE OF THE COMPANY, THE BOOK RUNNING LEAD MANAGER AND ANY OF THEIR RESPECTIVE AFFILIATES, ACCEPTS ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED ON THIS WEBSITE. ACCESS TO THIS WEBSITE DOES NOT CONSTITUTE A RECOMMENDATION BY THE COMPANY, THE BOOK RUNNING LEAD MANAGER, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY OR SELL THE EQUITY SHARES. MAKING PRESS ANNOUNCEMENTS AND OTHER DOCUMENTS AVAILABLE IN ELECTRONIC FORMAT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY EQUITY SHARES IN THE COMPANY.

THE PLACEMENT DOCUMENT, WILL NOT BE CIRCULATED OR DISTRIBUTED TO THE PUBLIC IN INDIA OR ANY OTHER JURISDICTION, AND WILL NOT CONSTITUTE A PUBLIC OFFER IN INDIA OR ANY OTHER JURISDICTION.

THE INFORMATION IN THE PLACEMENT DOCUMENT IS AS OF THE DATE THEREOF AND NEITHER THE COMPANY, ITS DIRECTORS NOR THE BOOK RUNNING LEAD MANAGER ARE UNDER ANY OBLIGATION TO UPDATE OR REVISE THE PLACEMENT DOCUMENT TO REFLECT CIRCUMSTANCES ARISING AFTER THE DATE THEREOF.

THE ISSUE, AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QIBs WHICH ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER THE APPLICABLE LAWS, INCLUDING THE SEBI ICDR REGULATIONS, ARE ELIGIBLE TO INVEST IN THIS ISSUE (“ELIGIBLE QIBs”) IN RELIANCE UPON CHAPTER VI OF THE SEBI ICDR REGULATIONS AND SECTION 42 AND 62 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT AND THE RULES MADE THEREUNDER. UNLESS A SERIALLY NUMBERED PLACEMENT DOCUMENT ACCOMPANIED BY AN APPLICATION FORM HAS BEEN ADDRESSED TO A SPECIFIC QIB INVITING SUCH QIB TO MAKE A BID THROUGH SUCH APPLICATION FORM, NO OFFER AND/OR INVITATION OF OFFER SHALL BE DEEMED TO HAVE BEEN MADE.

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, IN WHOLE OR IN PART, OR OTHERWISE PROVIDE ACCESS VIA E-MAIL OR OTHERWISE TO ANY OTHER PERSON

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 AND OTHER ITEMS OF A DESTRUCTIVE NATURE. NEITHER THE COMPANY, THE BOOK RUNNING LEAD MANAGER NOR ANY OF THEIR AFFILIATES, 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 PLACEMENT DOCUMENT MAY CONTAIN STATEMENTS ABOUT FUTURE EVENTS AND EXPECTATIONS THAT CONSTITUTE FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE THAT THE RESULTS AND EVENTS CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS CONTAINED THEREIN WILL IN FACT OCCUR. THE COMPANY, ITS DIRECTORS, THE BOOK RUNNING LEAD MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES DO NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO, AND DO NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF ANY INFORMATION OR OPINION IN THE PLACEMENT DOCUMENT.

IF YOU ACCESS THE PLACEMENT DOCUMENT CONTRARY TO THE FOREGOING RESTRICTIONS, YOU WILL BE INELIGIBLE TO PURCHASE THE SECURITIES.

INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE EQUITY SHARES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE PLACEMENT DOCUMENT PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PLACEMENT DOCUMENT.

THE PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

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.

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QIP