DRHP

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IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the draft red herring prospectus of Aye Finance Limited (the “Company”) dated December 16, 2024 (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 accessing the Draft Red Herring Prospectus. 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.

Access to the Draft Red Herring Prospectus does not constitute a recommendation by the Company, Axis Capital Limited, IIFL Capital Services Limited (formerly known as IIFL Securities Limited), JM Financial Limited, and Nuvama Wealth Management Limited (“Book Running Lead Managers”_ 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 The information in this portion of our website, including the Draft Red Herring Prospectus, is not for publication or distribution, directly or indirectly, in or into the United States.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. 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, 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 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, (“U.S Securities Act”) or any other applicable law of 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. Accordingly, the Equity Shares are being offered and (a) only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”) in transactions exempt from the registration requirements of the U.S. Securities Act, (b) QPs, as defined in Section 2(a)(51) of the U.S. Investment Company Act (persons who are both a U.S. QIB and a QP are referred to as “Entitled QPs”), and (c) outside the United States in “offshore transactions” as defined in and in reliance on Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. For the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”.

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, Delhi and Haryana at New Delhi 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 draft red herring prospectus. 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. Potential investors should also refer to the red herring prospectus which will be filed with the Registrar of Companies, Delhi and Haryana at New Delhi, and SEBI in the future, including the section titled “Risk Factors”

Neither the Company nor any of its affiliates, directors, agents, officers, representatives, advisers or employees will 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 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 this 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 this website or these materials.

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.

To access this information, you must confirm by pressing on the button marked “I Confirm” that, at the time of access you are located and resident in India. If you cannot make this confirmation, you must press the button marked “I Do Not Confirm”.

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 buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.