Terms and Conditions

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Terms & Conditions of KpAp Investment

KPAP Pre-IPO World

Effective Period: 01 April 2025 to 31 March 2026

Financial Year: 1 April to 31 March  |  Jurisdiction: Mumbai

Legal — Terms & Conditions for Purchase of Unlisted / Pre-IPO Shares
Buyer Declaration & Risk Disclosure
— This is not a SEBI-regulated investment product —

Privacy | Disclaimer | Process & Fees — Print / Save as PDF

How to Read These Terms

These Terms shall apply to investors using the KPAP Pre-IPO World website, client portal and Pre-IPO / Unlisted Share services. Electronic acceptance is recorded when the Investor Terms checkbox is ticked during registration.

Office:
B103, Jainam Villa, Veer Bajiprabhu Deshpande Road,
Near Thane Bharat Sahakari Bank (Main Branch),
Vishnu Nagar, Naupada, Thane (West), Maharashtra – 400602.

1. Voluntary Registration

I confirm that I am voluntarily registering on the KPAP Pre-IPO World platform of my own free will and independent decision.

I confirm that I have not been forced, pressured, threatened or compelled by KPAP Pre-IPO World or any of its representatives to register or participate in any transaction.

I understand that merely registering on the platform does not guarantee any purchase, allocation, return, profit, listing or liquidity.

2. Information Provided to the Buyer

I confirm that the necessary information relating to the proposed Pre-IPO / Unlisted Shares being purchased by me has been provided to me through the available communications/documents.

I understand that before any transaction, it is my responsibility to read, understand and independently evaluate the available information, documents, risks, price and terms.

I have been given an opportunity to ask questions and obtain clarification before making my decision.

3. Buyer's Own Decision

I confirm that my decision to purchase Pre-IPO / Unlisted Shares has been made independently and at my own discretion.

I understand that the purchase of Unlisted Securities involves significant risks, including the possibility of partial or complete loss of the amount paid.

I am not making my purchase decision based on any guaranteed return, assured price appreciation, fixed income or assured listing.

4. KYC & Personal Information

I confirm that all KYC information, identity documents, PAN, address, bank details, Demat details and other information submitted by me have been provided voluntarily and are, to the best of my knowledge, correct, complete and up to date.

I understand that incorrect, incomplete, misleading or fraudulent information may result in the transaction being rejected, suspended or cancelled under applicable law.

If any information provided by me changes, I undertake to immediately inform KPAP Pre-IPO World.

Personal information shall be handled and processed only for lawful and legitimate purposes, subject to applicable data-protection and privacy laws.

The Digital Personal Data Protection Act, 2023 provides the statutory framework relating to the processing and protection of digital personal data.

5. Acceptance of Price

Before placing an order/request, I confirm that I have been informed of the applicable price of the relevant Pre-IPO / Unlisted Shares.

Before proceeding, I have reviewed and accepted the applicable price, quantity, fees, transaction terms and other applicable rules.

I understand that the price of an Unlisted Security may differ substantially from its future market/listing price and there may not be any readily available market price for it.

6. No Guarantee of Returns

I expressly acknowledge that:

  • I have not been promised any fixed or guaranteed return.
  • I have not been promised any assured profit.
  • No guaranteed percentage increase in value has been provided.
  • No fixed IPO/Listing Date has been guaranteed.
  • No fixed Buyback or Exit Price has been guaranteed.
  • No interest has been promised or agreed merely because I have purchased or held shares.
  • Past performance or Indicative Valuation, if any, shall not be considered a guarantee of future performance.
  • I understand that the value of the Securities purchased may increase or decrease and I may incur a loss.

7. Risk of Pre-IPO / Unlisted Security

I understand that Pre-IPO / Unlisted Shares are not the same as shares traded on a recognised Stock Exchange.

Therefore, I understand that:

  1. Immediate Liquidity may be limited or completely unavailable.
  2. It may not be possible to sell the shares whenever I want.
  3. A buyer may not be available when I want to Exit.
  4. Transfer may be subject to the company's Articles of Association and applicable law.
  5. The company may never obtain a Listing on a Stock Exchange.
  6. The Listing timeline may change or the Listing may not occur at all.
  7. The future Listing Price may be lower than my purchase price.
  8. The Valuation of an Unlisted Company may change significantly.
  9. Corporate Actions, Regulatory Changes, Business Performance and Market Conditions may materially affect the value of the Securities.

SEBI has cautioned the public regarding Unlisted Securities and has emphasised the importance of checking applicable legal and Offer-related Compliance before making a purchase.

8. Transfer / Credit of Shares

The investor understands that the Transfer/Credit of shares shall be carried out only in accordance with applicable legal, corporate, Depository and transaction-related requirements.

Any Processing Time indicated by KPAP Pre-IPO World is an estimated Operational Timeframe and is not a guarantee that the share Transfer will be completed.

This is because the process may depend on the relevant Seller, Issuer/Company, Registrar & Transfer Agent, Depository Participant, Depository, Documentation, Compliance Checks and other related parties.

If Transfer/Credit is delayed due to circumstances beyond the reasonable control of KPAP Pre-IPO World, the investor agrees to cooperate in providing the necessary documents and completing the Compliance Process.

9. Demat Account & Ownership

Where applicable, the investor understands that the Securities are to be Credited/Transferred to the investor's own eligible Demat Account after successfully completing the applicable Transfer and Compliance process.

The investor shall ensure that the Demat Account Details provided are correct.

KPAP Pre-IPO World shall not be responsible for delays caused by incorrect Demat Details, an Inactive/Frozen Account, incomplete KYC, Depository/DP-related issues or other incorrect information provided by the investor.

10. Legal & Regulatory Compliance

All transactions shall be subject to the laws, rules, regulations, Circulars, Notifications and Directions applicable to the relevant Transaction and Security, including, where applicable:

  • Companies Act, 2013
  • Laws of the Securities and Exchange Board of India (SEBI) and applicable Regulations
  • Securities Contracts (Regulation) Act and applicable rules
  • Depositories Act and applicable Depository/DP Requirements
  • Income-tax Act, 1961 and applicable Tax Rules
  • Foreign Exchange Management Act (FEMA) and, where applicable, RBI Regulations
  • Applicable Stamp Duty & Transfer Requirements
  • Applicable Anti-Money Laundering/KYC Requirements
  • Other applicable laws & Regulatory Requirements

The exact legal requirements may depend on whether the transaction is being carried out as a Fresh Issue/Private Placement, Secondary Transfer, Resident Transaction, Non-Resident Transaction or any other legally permitted structure.

11. Private Placement / Public Offering Disclaimer

I understand that any Private Placement or Fresh Issue of Securities by a company is subject to the provisions of the Companies Act, 2013 and other applicable Securities Laws.

I also understand that this document itself is not a Private-Placement Offer Letter, Public Offer Document, Prospectus or Offer Document of any Issuer Company.

Where applicable, the Issuer Company and relevant parties shall be responsible for complying with the legal requirements applicable to that particular Issue/Transaction.

Section 42 of the Companies Act, 2013 contains specific requirements relating to Private Placement, including requirements concerning to whom and in what manner an Offer may be made.

12. Income-Tax Responsibility

I understand that the purchase or subsequent Transfer of Securities may have tax implications in relation to any Profit, Gain, Dividend, Income or other Taxable Amount.

I am solely responsible for complying with my applicable Income-Tax Filing, Disclosure and Payment Obligations.

Where necessary, I will seek advice from my Chartered Accountant / Tax Professional.

The Income-tax Department recognises separate Tax Treatment and Reporting Requirements for transactions relating to Unlisted Equity Shares.

For example, a person holding Unlisted Equity Shares may not be eligible to use ITR-1.

Applicable Capital-Gains Treatment depends on various factors, such as the type of Security, Acquisition Date, Transfer Date, Holding Period, Taxpayer Status and applicable law.

13. RBI / FEMA – Non-Resident Investors

If the investor is an NRI, OCI, Foreign National, Non-Resident or a person covered by FEMA, additional requirements may apply.

These requirements may include Eligibility, Pricing, Documentation, Reporting, Banking Channel Requirements, Sectoral Restrictions and other FEMA/RBI Requirements.

The investor shall not proceed with such a Transaction until the applicable FEMA/RBI Requirements have been fulfilled.

The RBI Framework contains specific requirements for Transfer of Shares between Residents and Non-Residents, including Pricing and Documentation Requirements for applicable Transactions.

14. Source of Funds

I declare that the funds used in the transaction belong to me / are legally available to me and have been obtained from lawful sources.

I shall not use funds obtained from illegal activities to purchase Securities.

Where required by law or Operational Requirements, I agree to provide additional KYC/Source-of-Funds Documents.

15. Banking Channels

I agree to make payments only through officially specified and permitted Banking/Payment Channels.

I understand that where prohibited by applicable law or the Transaction Structure, Cash Transactions or payments to Unauthorized Persons shall not be acceptable.

Before making payment, I shall independently verify the Beneficiary Details.

16. No Interest / No Deposit Relationship

I understand that the purchase of Shares constitutes the Acquisition or Transfer of Securities.

This is not a SEBI-regulated Investment Product, Fixed Deposit, Loan, Deposit Scheme or Interest-Bearing Arrangement.

KPAP Pre-IPO World does not promise to pay any Interest merely because the investor has paid an amount for Shares.

If a Refund is applicable under the law/contract in any particular Transaction, it shall be handled in accordance with the relevant Transaction Documents and applicable law.

17. No Assured Exit

I understand that KPAP Pre-IPO World does not guarantee that I will be able to sell the Shares at any fixed price or within any fixed period.

Any future Sale/Transfer shall be subject to the availability of a legally eligible Buyer/Transferee, applicable Company/Depository Requirements, applicable Restrictions and prevailing Market Conditions.

18. Buyer's Due Diligence

I acknowledge that I have been advised to conduct my own Due Diligence before making the purchase.

Where relevant, I may independently check the following:

  • Issuer/Company Information
  • Corporate Status
  • Shareholding/Ownership Information
  • ISIN
  • Demat/Depository Information
  • Financial Information available from valid sources
  • Applicable Transfer Restrictions
  • Articles of Association
  • Valuation Information
  • Transaction Documents
  • Applicable Taxes and Charges
  • Regulatory Status of the relevant parties

SEBI's Public Guidance advises investors to read Documents carefully and maintain records of Documents and Payments relating to the Transaction.

19. No Representation of SEBI Approval

Unless expressly supported by a valid and applicable Registration, Approval or Authorisation, nothing on this Platform or in this Document shall be understood as:

  • "SEBI Approved"
  • "SEBI Guaranteed"
  • "RBI Approved"
  • "RBI Guaranteed"
  • "Government Approved Investment"
  • "SEBI-Regulated Investment"
  • or any other similar Representation.

Where legally required, the investor should independently verify the Regulatory Status of any Intermediary or Adviser.

20. Advisory Disclaimer

Unless KPAP Pre-IPO World actually holds the Registration/Authorisation required for the relevant activity, KPAP Pre-IPO World shall not represent itself as a SEBI-Registered Investment Adviser, Research Analyst, Stock Broker, Portfolio Manager or other Regulated Intermediary.

Where Registration or Authorisation is legally required for any activity, such activity shall be carried out only in accordance with applicable law and by appropriately Authorised/Registered Persons/Entities.

SEBI provides investors with facilities to verify the relevant Registered Investment Advisers and Research Analysts.

21. Risk Acknowledgement

I understand and acknowledge that the purchase of Pre-IPO / Unlisted Shares may involve various risks, including:

  • Market Risk
  • Liquidity Risk
  • Business Risk
  • Valuation Risk
  • Regulatory Risk
  • Listing Risk
  • Transfer Risk
  • Concentration Risk
  • Capital Loss Risk

I confirm that I have the financial capacity to bear the risks associated with the purchase selected by me.

22. Documents & Records

I agree to retain copies of the following:

  • KYC Documents
  • Transaction/Order Confirmation
  • Payment Proof
  • Invoice/Receipt
  • Share Transfer Documents
  • Demat Credit Confirmation
  • Corporate/Issuer Documents received
  • Relevant Correspondence
  • Tax-related Records

I understand that proper Records may be necessary in the future for Tax, Legal, Audit or Compliance purposes.

23. Electronic Consent

Where this Declaration is accepted Electronically, such as through OTP, Checkbox, Digital Signature, Electronic Signature or any other legally permitted Electronic Method, I confirm that such acceptance represents my informed consent to these Terms & Conditions.

I confirm that I have read and understood these Terms & Conditions before proceeding.

24. Nature of this Platform

I understand that the Website and Portal of KPAP Pre-IPO World function as an Operations and Documentation System for Unlisted / Pre-IPO Share Arrangements, KYC, Wallet Records and related Processing.

I understand that KPAP Pre-IPO World is not a Recognised Stock Exchange and that this Website is not an Authorised Electronic Trading Platform of any Recognised Stock Exchange.

I understand that a purchase recorded on this Portal is not equivalent to an Executed Trade on NSE, BSE or any other Recognised Stock Exchange.

25. SEBI Warning — Unauthorised Electronic Platforms

SEBI has cautioned Investors regarding Transactions in Securities of Unlisted Public Companies on Unauthorised Electronic Platforms, including Press Release No. 37/2024 dated 9 December 2024.

I understand that if I conduct a Transaction in any manner other than a legally permitted Structure, I may not have access to the Investor Protection, Grievance Redressal and Online Dispute Resolution facilities that apply to Recognised Exchange Trades.

I confirm that I have independently understood the Legal Character of my Transaction, including whether it is a Permitted Secondary Transfer, Private Placement or another legally permitted Structure.

I do not consider this Website to be a SEBI-Authorised Exchange.

26. Not a Public Issue / Not Investment Advice

I understand that no material on this Platform is a Prospectus, Offer Document or Public-Issue Advertisement of any Issuer Company.

I understand that information relating to Rates, Companies and Plans is general information about available Inventory and Process.

This is not Investment Advice, Research or a Recommendation to purchase any Security.

I shall not rely on Unofficial Social Media, WhatsApp, Telegram or Influencer Content for my decision.

27. Suitability

I confirm that Unlisted / Pre-IPO Securities are suitable for me only if:

  • I can bear the complete loss of the allocated amount.
  • I accept the lack of Liquidity.
  • I do not need the money for Living Expenses, EMI or an Emergency.

I confirm that I have not been promised any Listing, IPO Date, Premium, CAGR, Multiple ("10X") or Corpus Figure.

28. Lock-in and Listing (if any)

If the Issuer is subsequently Listed, Lock-in, Offer-for-Sale Restrictions and other ICDR / Company / Depository Conditions may apply to my Holding.

I understand that even if Listing occurs, there is no guarantee of Profit or that I will be able to sell the Shares immediately.

29. PMLA / AML

I agree that KPAP Pre-IPO World may request additional Identity, Address, PAN, Demat and Source-of-Funds Information under the Prevention of Money-laundering Act, 2002 and applicable KYC Directions.

If these Checks are not completed, KPAP Pre-IPO World may stop or reject a Transaction.

30. Grievance Redressal

I shall first register my complaint through the Grievance / Help & Support Module of the KPAP Pre-IPO World Portal or the published Support Email.

I understand that SEBI SCORES and Smart ODR may be available depending on SEBI rules and the nature of the relevant Intermediary/Transaction.

The availability of these Forums does not convert this Portal into a Recognised Stock Exchange or a SEBI-Regulated Investment Product.

31. Not a SEBI-Regulated Investment Product

I understand that a purchase recorded on this Portal is not a SEBI-Regulated Investment Product.

I understand that this is:

  • Not a Mutual Fund,
  • Not a Collective Investment Scheme,
  • Not a Portfolio Management Service,
  • Not an Alternative Investment Fund,
  • Not a Listed Equity Trade on a Recognised Stock Exchange.

I understand that the term "SIP" used on this Portal means a Schedule of separate Unlisted / Pre-IPO Purchases and is not the Systematic Investment Plan of a SEBI-Regulated Mutual Fund.

I understand that SEBI Investor-Protection Systems applicable to Recognised Exchange Trades or Registered Intermediaries may not apply to my Transaction.

Buyer's Declaration

By accepting these Terms, the buyer declares that:

  1. I have voluntarily registered with KPAP Pre-IPO World.
  2. I have voluntarily provided my KYC Information.
  3. I have received/read the Relevant Information provided regarding the proposed Pre-IPO / Unlisted Shares.
  4. I understand that Pre-IPO / Unlisted Shares involve significant risks.
  5. I accept the price communicated to me before proceeding.
  6. I understand that no Guaranteed Return or Profit has been promised.
  7. I understand that no Guaranteed Listing or Exit has been promised.
  8. I understand that no Interest is payable merely because I have purchased/held Shares.
  9. I understand that the value of the Securities purchased may decrease and I may lose some or all of the amount paid.
  10. I understand my responsibility for applicable Income-Tax, Disclosure and Filing Requirements.
  11. I confirm that the Funds used in the Transaction are from lawful sources.
  12. I have been given an opportunity to obtain clarification before proceeding.
  13. I am making this Purchase Decision independently and at my own risk.
  14. I understand that this purchase is not a SEBI-Regulated Investment Product. It is not a Mutual Fund, CIS, PMS or Listed-Exchange Trade.
  15. I understand that SEBI/Exchange Investor-Protection Systems available for Recognised-Exchange Trades may not apply to my Unlisted / Pre-IPO Transaction.
  16. I have read the Disclaimer and I am not relying on any Return, CAGR, Listing Date or "X" Multiple.

Final Consent

I have read, understood and voluntarily accepted the above Terms & Conditions, Risk Disclosures and Declaration.

I confirm that I am proceeding with the Transaction after considering the risks and applicable legal, Tax and Regulatory Requirements.

I understand that this purchase is not a SEBI-Regulated Investment Product.

Electronic Acceptance provided at the time of Registration or Transaction by Checkbox, OTP or any other permitted Electronic Method shall be considered my Informed Consent.

Computer-generated; No Wet Signature Required.


Additional Terms & Conditions

1. THE REGISTRATION OF INDIVIDUAL IS COMPULSORY AND ALL THE REQUIRED DETAILS ASKED IN THE REGISTRATION FORM SHOULD BE FULFILLED BY EVERY INDIVIDUAL.

2. THE REGISTRATION WILL BE DONE ON THE BASIS OF INDIVIDUAL'S PAN CARD. PAN CARD ID IS COMPULSORY FOR ANY NEW REGISTRATION WITH THE COMPANY. THE COMPANY HAS DECIDED THAT ONLY ONE REGISTRATION CAN BE ALLOWED FOR ONE PAN CARD. NO MULTIPLE REGISTRATION ON SINGLE PAN CARD IS ALLOWED IN ANY CASE.

3. THE DETAILS OF THE NOMINEE WILL BE COMPULSORY AND TO BE PROPERLY FILLED IN THE FORM.

4. THE COMMISSION OR BONUS WILL BE GIVEN TO THE REFERRING INDIVIDUAL, IF THE INVESTMENT WILL BE DONE THROUGH THE COMPANY MARKETING PLAN/SCHEME.

5. THIS IS A PURE, REAL AND LEGAL INVESTMENT PLAN, SO THE ADVANCE OR REIMBURSEMENT OF ANY KIND OF EXPENSE WILL NOT BE ENTERTAINED BY THE COMPANY TO ANYBODY.

6. ACTUALLY, THIS IS A MONTHLY SIP AND FOR 100% CASH BACK AND 100% BUY BACK PLEASE REFER CASH BACK AND BUY BACK POLICY.

7. WE ARE ONLY DEALING IN TRADING OF PRE IPO UNLISTED SHARES. IF THE IPO IS INITIATED AND COMPLETED, AND THE SHARE WILL BE LISTED ON TRADING PLATFORM, THEN CASH BACK & BUY BACK OF THESE LISTED SHARES WILL NOT BE ENTERTAINED BY KPAP AND YOU HAVE TO SELL THOSE SHARES IN BSE / NSE AFTER THE SIX MONTHS LOCK-IN PERIOD.

8. IF YOU ARE NOT ABLE TO INVEST CONTINUOUSLY FOR THE PERIOD OF 12 MONTHS AND DURING THAT 12 MONTHS, ONE MONTH IS LAPSED THEN YOU CAN MAKE YOUR INVESTMENT DOUBLED IN MONTH AND CONTINUE TO AVAIL THE SAME FACILITY FOR THAT PARTICULAR YEAR.

9. IF YOU ARE NOT ABLE TO INVEST CONTINUOUSLY FOR SUBSEQUENT 2 MONTHS IN THE RUNNING 12 MONTHS, THEN FROM THE 3RD (THIRD) MONTH THE COUNTING STARTS AGAIN FOR NEW 12 MONTHS. ULTIMATELY YOUR BUYBACK PERIOD WILL BE PROLONGED IN THAT CASE.

10. THE INVESTMENT BUSINESS WILL BE CONTINUOUS FOR THE PARTICULAR MONTH AND ON THE LAST DAY OF THAT PARTICULAR MONTH, THE TOTAL BUSINESS OF THAT MONTH WILL BE CHECKED AND CALCULATED AND ITS PAYOUT WILL BE GIVEN IN NEXT 1 TO 5 DAYS OF NEXT MONTH. (TDS + ADMIN CHARGES 7% WILL BE SURELY DEDUCTED FROM YOUR PAYOUT).

11. IF YOU BUY BACK THE UNLISTED SHARES PURCHASED FROM US ANY DAY BEFORE THE IPO THEN CASH BACK REWARD WILL BE CANCELLED AUTOMATICALLY FROM THAT PARTICULAR DAY AND NOT GIVEN TO INVESTOR.

12. KPAP WILL DO THE PAYOUT ON WEEKLY AND MONTHLY BASICS DEPENDING UPON THEIR WEEKLY OR MONTHLY BUSINESS THAT PARTICULAR WEEK OR MONTH.

13. IF ANYBODY PURCHASES THE SHARES TO GET THE FRANCHISE THEN THE FRANCHISE HOLDER SHOULD HAVE MINIMUM REQUIREMENT OF INDIVIDUAL OFFICE, 1 COMPUTER, 1 MOBILE AND 1 EMPLOYEE.

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