Innodis : Listing Document

LISTING PARTICULARS

INNODIS LTD

Rs. 200 million Note Programme

Fully raised and Issued ("Note Programme")

30 May 2023

LEC: LEC/P/05/2023

This document is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution would be unlawful under the applicable securities laws. Any distribution, by whatever means, of this document and related material to unauthorised persons is strictly prohibited. All financial investments involve an element of risk. Prospective Investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition.

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MU0017D01568

LEC/P/05/2023

INNODIS LTD

Incorporated in the Republic of Mauritius on the 25th April 1973

Company number: C2174

Business Registration Number: C06002174

Registered address at Innodis Building, Caudan, Port Louis

Ordinary shares of Innodis Ltd are listed on the Official List of the Stock Exchange of Mauritius ISIN:

LEC:

(the "Issuer")

LISTING PARTICULARS

This Note Programme ( "Listing Particulars" or "Note Programme") has been prepared by the Issuer in relation to the offer and issue by way of private placement of Notes (the "Notes") forming part of a Rs. 200 million Note Programme over a tenor of 18 months. The Issuer has applied to the Listing Executive Committee (the "LEC") of the Stock Exchange of Mauritius Ltd ("SEM") to list Rs. 200M of the Notes from the above Note Programme on the Official Market of the SEM.

The Note Programme has been prepared in compliance with the Listing Rules of the Stock Exchange of Mauritius Ltd, the Securities Act 2005, the Securities (Preferential Offer) Rules 2017 and contains relevant information relating to the offer and placement of the Notes described herein, and the Official Listing of such Notes on the Official Market of the SEM. The Issuer does not intend to list the Notes on any other stock exchange(s).

The Note Programme will be distributed to Targeted Investors in connection with the private placement and should not be construed to be a public offer for subscription to the Notes.

IMPORTANT NOTICES:

1. NOTHING IN THESE LISTING PARTICULARS SHALL BE CONSTRUED AS, AND UNDER NO CIRCUMSTANCES SHALL THESE LISTING PARTICULARS CONSTITUTE AN OFFER TO SELL THE NOTES TO THE PUBLIC. THE CIRCULATION AND DISTRIBUTION OF THIS NOTE PROGRAMME IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS WHO MAY COME INTO POSSESSION OF THIS NOTE PROGRAMME ARE REQUIRED TO INFORM THEMSELVES OF AND TO OBSERVE ANY SUCH RESTRICTIONS. THIS NOTE PROGRAMME DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION.

1. THE LEC, SEM OR FSC TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THE NOTE PROGRAMME AND MAKE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LISTING PARTICULARS AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART THEREOF. THE LEC, SEM AND FSC DO NOT VOUCH FOR THE FINANCIAL SOUNDNESS OF THE ISSUER OR FOR THE CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO IT.

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1. NO PERSON IS AUTHORISED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORISED. THE NOTES, AVAILABLE FOR PURCHASE BY TARGETED INVESTORS, ARE OFFERED ON THE BASIS OF THE INFORMATION CONTAINED IN THIS NOTE PROGRAMME.

(IV) THE STATEMENTS AND INFORMATION CONTAINED IN THIS NOTE PROGRAMME HAVE BEEN COMPILED AS AT 30 JUNE 2022 NEITHER THE DELIVERY OF THIS NOTE PROGRAMME NOR ANY OFFER, ALLOTMENT OR ISSUE OF ANY NOTES SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION OR CONSTITUTE A REPRESENTATION THAT THE INFORMATION GIVEN IN THIS NOTE PROGRAMME IS CORRECT AS AT ANY TIME SUBSEQUENT TO THE DATE THEREOF.

1. THIS NOTE PROGRAMME SHOULD BE READ IN ITS ENTIRETY FOR FULL APPRECIATION. PRIOR TO SUBSCRIBING TO A NOTE, TARGETED INVESTORS SHOULD ENSURE THAT THEY UNDERSTAND (EITHER ON THEIR OWN OR THROUGH THE USE OF INDEPENDENT EXPERT ADVISORS) THE RISKS, TERMS AND CONDITIONS OF THE NOTES AND ANY LEGAL, TAX, ACCOUNTING AND/OR RELATED MATTERS CONCERNING THEIR INVESTMENT.

(VI) INVESTING IN THE NOTES INVOLVES A CERTAIN DEGREE OF RISK. TARGETED INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET OUT UNDER THE HEADING 'RISK FACTORS'.

(VII) THESE LISTING PARTICULARS DO NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A TARGETED INVESTOR MAY REQUIRE IN ASSESSING THE ISSUER'S FINANCIAL CONDITION OR CREDITWORTHINESS. THE TARGETED INVESTOR SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION ON THE BUSINESS OF THE ISSUER PRIOR TO SUBSCRIPTION.

(VIII) TARGETED INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS LISTING PARTICULARS AS AN INVESTMENT, LEGAL, TAX, ACCOUNTING OR ANY OTHER ADVICE.

(IX) THIS NOTE PROGRAMME DOES NOT INCLUDE FORWARD-LOOKING STATEMENTS.

1. THE ISSUER IS A LISTED ISSUER ON THE OFFICIAL LIST OF THE STOCK EXCHANGE OF MAURITIUS AND ADHERES TO THE LISTING RULES OF THE SEM INCLUDING THE QUARTERLY PUBLICATION OF ITS FINANCIAL RESULTS AMONGST OTHER REQUIREMENTS AS A REPORTING ISSUER UNDER THE SECURITIES ACT 2005.

(XI) THIS NOTE PROGRAMME WAS PREPARED BY THE CORPORATE FINANCE ADVISOR, DULY LICENSED BY THE FSC AND REVIEWED BY THE LEGAL ADVISORS TO THE CLIENT.

(XII) THE NOTE PROGRAMME WAS APPROVED BY THE BOARD OR DIRECTORS OF THE ISSUER ON THE 19 April 2023.

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DECLARATION OF DIRECTORS

THESE LISTING PARTICULARS INCLUDE PARTICULARS GIVEN IN COMPLIANCE WITH THE STOCK EXCHANGE OF MAURITIUS LTD RULES GOVERNING THE OFFICIAL LISTING OF SECURITIES FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO THE ISSUER. THE ISSUER OR WHERE APPLICABLE, THE DIRECTORS, WHOSE NAMES APPEAR IN SECTION D.5 HERETO, COLLECTIVELY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF THE CONTENTS OF THESE LISTING PARTICULARS AND CONFIRM THAT, TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, AND AFTER MAKING REASONABLE INQUIRIES, THE LISTING PARTICULARS COMPLIES WITH THE SECURITIES ACT 2005, THE APPLICABLE RULES AND REGULATIONS MADE THEREUNDER AND THE LISTING RULES ISSUED BY THE SEM. THEY FURTHER CONFIRM THAT THESE LISTING PARTICULARS CONTAIN ALL INFORMATION WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND THE OFFERING OF THE NOTES AND THAT THE INFORMATION CONTAINED OR INCORPORATED IN THIS LISTING PARTICULARS IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND IS NOT MISLEADING, THAT THE OPINIONS AND THE INTENTIONS EXPRESSED IN THIS LISTING PARTICULARS ARE HONESTLY HELD AND THAT THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH WOULD MAKE THIS NOTE ISSUANCE OR ANY OF SUCH INFORMATION OR EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING.

A COPY OF THE LISTING PARTICULARS WILL BE FILED WITH THE FSC.

THESE LISTING PARTICULARS ARE TO BE READ IN CONJUNCTION WITH ALL DOCUMENTS WHICH ARE DEEMED TO BE INCORPORATED HEREIN BY REFERENCE (SEE 'DOCUMENTS INCORPORATED BY REFERENCE', SECTION A).

THE PROFESSIONAL ADVISERS OF THE ISSUER HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY THEM AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THESE LISTING PARTICULARS OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. THE PROFESSIONAL ADVISERS DO NOT ACCEPT ANY LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THESE LISTING PARTICULARS OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE AND THE OFFERING OF THE NOTES.

THESE LISTING PARTICULARS AND SUCH OTHER INFORMATION PROVIDED IN CONNECTION WITH THE ISSUE OF THE NOTES, ARE NOT INTENDED TO PROVIDE A BASIS FOR ANY CREDIT OR OTHER EVALUATION. FURTHERMORE, NOTHING IN THESE LISTING PARTICULARS SHALL BE CONSTRUED AS A RECOMMENDATION BY THE ISSUER AND/OR THE SPONSORING BROKER THAT ANY RECIPIENT THEREOF SHOULD PURCHASE ANY NOTES.

EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY NOTES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS, OF THE ISSUER. AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE NOTES. IT SHOULD EXPRESSLY SEEK FOR SUCH INFORMATION OR ABSTAIN FROM SUCH INVESTMENT UNTIL IT IS PROVIDED WITH SUCH INFORMATION. THE INVESTMENT ACTIVITIES OF SOME INVESTORS MAY BE SUBJECT TO INVESTMENT LAWS AND REGULATIONS, OR REVIEW OR REGULATION BY CERTAIN AUTHORITIES. INVESTORS ARE ADVISED TO CONSULT THEIR

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