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PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. 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 OUTSIDE INDIA AND ARE INTENDED FOR DISTRIBUTION TO, AND USE BY, RESIDENTS OF INDIA ONLY.

THE PLACEMENT DOCUMENT DATED JUNE 13, 2024 (THE "PLACEMENT DOCUMENT") ISSUED BY TRANSFORMERS AND RECTIFIERS (INDIA) LIMITED (THE “COMPANY”) AND FILED WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (TOGETHER, THE “STOCK EXCHANGES”) IS BEING MADE AVAILABLE ON THIS WEBSITE BY 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 AND THE RULES MADE THEREUNDER, EACH AS AMENDED (“COMPANIES ACT”). MAKING THE PLACEMENT DOCUMENT AVAILABLE ON THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY EQUITY SHARES OF THE COMPANY ("EQUITY SHARES") IN THE QUALIFIED INSTITUTIONAL PLACEMENT (“ISSUE”) IN ANY JURISDICTION.

THE ISSUE, AND THE DISTRIBUTION OF THE PLACEMENT DOCUMENT, IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THE SEBI ICDR REGULATIONS (“QIBs”) WHO ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER THE APPLICABLE LAWS, INCLUDING THE SEBI ICDR REGULATIONS AND WHO ARE ELIGIBLE TO INVEST IN THIS ISSUE (“ELIGIBLE QIBs”) IN RELIANCE UPON CHAPTER VI OF THE SEBI ICDR REGULATIONS AND SECTIONS 42 AND 62, AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT. UNLESS A SERIALLY NUMBERED 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 AN OFFER TO PURCHASE EQUITY SHARES IN THE ISSUE SHALL BE DEEMED TO HAVE BEEN MADE.

THE PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE FILED AS A PROSPECTUS OR A STATEMENT IN LIEU OF A PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT.

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, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

THE EQUITY SHARES OFFERED IN THE ISSUE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND 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 U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE EQUITY SHARES OFFERED IN THE ISSUE ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” AS DEFINED IN AND IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.

NONE OF THE COMPANY, THE BOOK RUNNING LEAD MANAGERS (AS DEFINED IN THE PLACEMENT DOCUMENT) AND ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTS ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED IN THE PLACEMENT DOCUMENT. ACCESS TO THE PLACEMENT DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION BY THE COMPANY, THE BOOK RUNNING LEAD MANAGERS, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY THE EQUITY SHARES.

THE INFORMATION IN THE PLACEMENT DOCUMENT IS AS OF THE DATE THEREOF AND NONE OF THE COMPANY, ITS DIRECTORS OR THE BOOK RUNNING LEAD MANAGERS ARE UNDER ANY OBLIGATION TO UPDATE OR REVISE THE PLACEMENT DOCUMENT TO REFLECT CIRCUMSTANCES ARISING AFTER THE DATE THEREOF.

THE PLACEMENT DOCUMENT MAY NOT BE 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 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.

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