Disclaimer & Risk Disclosure

1. General Information and Source of Information

The information, data, news, research materials, financial metrics, company profiles, transaction information and other content displayed on, communicated through, or otherwise made available by the Lead Invest platform (“Platform”) may be sourced from publicly available information, third-party databases, statutory filings including filings with the Registrar of Companies (“RoC”), issuer communications, market observations and other sources believed to be reliable.

While reasonable care is taken in compiling and presenting such information, Lead Invest / SVAAS Management Services Private Limited (“SVAAS”) does not independently audit, verify, certify or warrant the accuracy, completeness, authenticity, reliability or timeliness of such information.

Information may contain errors, omissions or inaccuracies and may change without notice. SVAAS does not undertake any obligation to continuously update or keep such information current.

Any information displayed or communicated through the Platform should therefore be independently verified by the user before being relied upon.

2. Regulatory Status and Nature of Platform

SVAAS is not registered with the Securities and Exchange Board of India (“SEBI”) as a stockbroker, merchant banker, investment adviser, portfolio manager or research analyst.

SVAAS is not a recognised stock exchange under the Securities Contracts (Regulation) Act, 1956 and does not operate a collective investment scheme under Section 11AA of the SEBI Act, 1992.

The Platform does not operate an automated order-matching mechanism, recognised stock exchange, central counterparty clearing mechanism or exchange-based trading or settlement system.

Transactions introduced, facilitated or undertaken through the Platform may be privately negotiated, over-the-counter (“OTC”), off-market and bilateral transactions between identified counterparties and are undertaken outside a recognised stock exchange.

3. No Investment, Financial, Legal or Tax Advice

All information and services provided through the Platform are intended solely for general informational, educational and transaction-facilitation purposes.

Nothing contained on or communicated through the Platform constitutes investment advice, financial advice, legal advice, tax advice, investment research, a recommendation or endorsement of any security, a representation regarding the suitability of an investment, an assurance regarding valuation, returns or exit, or a solicitation or recommendation to purchase or sell any security.

SVAAS does not undertake any product suitability assessment on behalf of any user, buyer or seller and does not determine whether any transaction or security is appropriate for a person’s financial circumstances, investment objectives or risk profile.

Users should obtain independent financial, legal, tax and other professional advice before entering into any transaction.

4. Independent Investment Decision and Due Diligence

Each user, prospective buyer and seller is solely responsible for conducting such independent financial, commercial, legal, tax, regulatory and other due diligence as it considers appropriate before undertaking any transaction.

Such due diligence may include verification of ownership and title to securities, financial and operational information of the issuer, valuation and transaction pricing, corporate approvals, contractual transfer restrictions, rights of first refusal or pre-emption, lock-in requirements, statutory and regulatory requirements, taxation implications, depository and settlement requirements, and the identity and authority of the relevant counterparties.

SVAAS has not undertaken and is not under any obligation to undertake due diligence on any security, issuer or transaction on behalf of a user.

By proceeding with a transaction, the buyer or seller acknowledges that the decision has been taken independently and of its own free will after considering its investment objectives, financial circumstances and risk appetite, and not solely in reliance upon information provided by SVAAS.

5. Role of SVAAS – Facilitator and/or Principal

Depending upon the nature and commercial structure of a particular transaction, SVAAS may:

  • act as a facilitator by introducing or connecting prospective buyers and sellers and may receive brokerage, commission, facilitation fees or other transaction-related consideration from one or more parties; and/or
  • acquire securities as principal for its own account and subsequently sell or transfer such securities to another party.

Where SVAAS acts as principal, SVAAS and/or its group entity may itself be the counterparty to the transaction.

The price at which SVAAS acquires a security may differ from the price at which the security is subsequently sold, and SVAAS may earn a margin, spread or profit from such transaction.

Unless expressly agreed otherwise in writing, SVAAS does not act as an agent, fiduciary or investment adviser of either the buyer or seller and does not undertake any obligation to obtain the best available price for either party.

The commercial interests of SVAAS may therefore differ from those of a buyer or seller.

6. Nature of Transactions in Unlisted Securities

Transactions involving unlisted securities are generally secondary, privately negotiated and off-market transactions between identified parties.

Completion of any proposed transaction may be subject to applicable law, constitutional documents of the issuer, shareholder agreements, contractual transfer restrictions, corporate approvals, depository procedures, documentation and other applicable requirements.

SVAAS does not independently certify or guarantee that any proposed transaction satisfies every legal, regulatory, tax, corporate or contractual requirement applicable to the relevant buyer, seller, issuer or other party.

Where applicable, parties must independently determine whether any approval, consent, waiver, disclosure, lock-in requirement or other compliance obligation applies to a particular transaction.

7. Pricing and Valuation

Unlike securities listed on recognised stock exchanges, unlisted securities generally do not have continuous market-based price discovery.

Any price, quote, indicative price or transaction price displayed or communicated through the Platform may be based on privately negotiated transactions, limited market information, indicative quotes, issuer information, valuations, demand and supply or other relevant factors.

Any such price should not be construed as an independent valuation of the relevant security, the fair value of the security, a representation that the same price will be available in any subsequent transaction, or an assurance regarding the amount ultimately realisable by an investor.

Transaction prices may differ materially between different buyers, sellers, intermediaries or transactions.

8. Risks Associated with Unlisted and Pre-IPO Securities

Investment in unlisted and pre-IPO securities involves substantial risk, including the possibility of loss of part or all of the invested capital.

Such risks include, without limitation:

Illiquidity and Exit Risk:
Unlisted securities may be highly illiquid and there may be no active secondary market. An investor may not be able to sell its securities when desired, within a particular time period, or at an expected price. Exit opportunities may not materialise at all.

Valuation and Pricing Risk:
There may be significant uncertainty regarding the appropriate valuation or price of an unlisted security. Prices in privately negotiated transactions may vary materially and may not necessarily reflect the price obtainable by an investor in the future.

Limited Information:
Unlisted companies may not be subject to the same continuous disclosure, governance and periodic reporting requirements applicable to listed companies. Information relating to their financial condition, business operations, risks or prospects may therefore be limited or less readily available.

Business and Issuer Risk:
The financial performance, business prospects or solvency of the issuer may deteriorate, and the value of the securities may decrease substantially or become worthless.

IPO and Listing Risk:
There is no assurance that an unlisted or pre-IPO company will undertake, obtain approvals for or successfully complete an Initial Public Offering (“IPO”) or listing.

The filing of a Draft Red Herring Prospectus (“DRHP”), where applicable, does not guarantee that an IPO or listing will ultimately occur or be completed.

Any proposed IPO may be delayed, withdrawn, rejected or adversely affected by regulatory, market, commercial or other circumstances.

Lock-in and Transfer Restriction Risk:
Unlisted or pre-IPO securities may, depending upon the facts of the transaction and applicable law, be subject to statutory or regulatory lock-in requirements.

The Articles of Association, shareholder agreements or other contractual arrangements may also contain restrictions including rights of first refusal, rights of first offer, pre-emption rights, board or shareholder approval requirements or other restrictions affecting transferability.

Counterparty Risk:
There may be risks relating to the title, authority, solvency, bona fides or performance of a buyer, seller, issuer or other counterparty. SVAAS does not guarantee the performance or financial condition of any such party.

Corporate Approval and Settlement Risk:
A proposed transfer may require corporate approvals, waivers, confirmations, documentation or completion of applicable depository and settlement procedures. There is no assurance that all such requirements will be completed within a particular timeframe or at all.

9. No Guarantee of Returns, Performance, Listing or Exit

SVAAS does not guarantee or represent:

  • that any proposed transaction will be completed;
  • that any buyer or seller will perform its obligations;
  • that any stated or indicative price is fair, reasonable or appropriate;
  • that the value of a security will increase;
  • that principal will be protected;
  • that any investment will generate a profit or specified return;
  • that any security will become listed;
  • that an IPO will take place;
  • that an investor will receive an exit opportunity;
  • that an investor will be able to sell a security at a particular price or within a particular period; or
  • that information available through the Platform will remain accurate or current.

The value of investments may decrease as well as increase and an investor may lose part or all of the amount invested.

Past performance of an issuer, security or transaction is not indicative of future performance or returns.

10. Information and Unpublished Information

Information displayed on the Platform is intended to be based on information which SVAAS believes may lawfully be communicated and used for the purposes for which it is provided.

Users should not rely upon or act upon any information which they know or reasonably believe constitutes unpublished price sensitive information, confidential information or information which may not lawfully be communicated, possessed or used.

Nothing contained on the Platform should be interpreted as authorising any person to trade or transact in breach of applicable securities laws or confidentiality obligations.

11. Limitation of Liability

To the fullest extent permitted under applicable law, SVAAS, Lead Invest, their founders, directors, officers, employees, affiliates, group entities, associates, representatives and business partners shall not be liable for any direct, indirect, incidental, special, punitive or consequential loss, damage, cost or expense arising from or relating to:

  • reliance upon information obtained through the Platform;
  • any error, omission, inaccuracy or delay in information sourced from third parties;
  • any investment, disinvestment or transaction decision made by a user;
  • fluctuation in the value, price or demand of any security;
  • failure, delay or inability to complete or settle a transaction;
  • failure of an IPO, listing, liquidity event or exit opportunity to occur;
  • any act, omission, default or failure of an issuer, buyer, seller, depository, professional adviser or other third party; or
  • any loss arising from investment in or transaction involving unlisted or pre-IPO securities.

Nothing contained in this Disclaimer shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable law.

12. Professional Advice

Prospective buyers and sellers should independently understand the nature, risks, returns, taxation, legal consequences and regulatory implications of a proposed transaction.

Users are strongly encouraged to consult their own financial, legal, tax and other professional advisers before making any investment, disinvestment or other financial decision.

13. Acceptance of Disclaimer

By accessing or using the Platform, receiving information from SVAAS, requesting information regarding an unlisted security, or proceeding with a transaction introduced, facilitated or undertaken with SVAAS, the user acknowledges that it has read and understood this Disclaimer and Risk Disclosure and agrees to independently evaluate the risks and suitability of any proposed transaction.

14. Governing Law and Jurisdiction

This Disclaimer and the use of the Platform shall be governed by and construed in accordance with the laws of India.

Subject to any applicable arbitration provisions contained in the relevant transaction documents or Terms of Use, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with the Platform, this Disclaimer or any transaction introduced, facilitated or undertaken through the Platform.