This is a public announcement for information purposes only and is not a prospectus announcement. This does not constitute an invitation or offer to acquire, purchase or subscribe to securities. This public announcement is not intended for publication or distribution, directly or indirectly outside India. The Issue is being made in accordance with Chapter IX of the SEBIICDR Regulations (IPO of Small and Medium Enterprises) and the Equity Shares are proposed to be listed on the SME Platform of BSE Limited. ("BSE SME")

NUKLEUS OFFICE SOLUTIONS LIMITED

Our Company was originally incorporated as "Nukleus Office Solutions Private Limited" at Delhi as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated 27, 2019, issued by the RoC. Subsequently, our Company was converted to a Public Limited company and the name of our Company changed to 'Nukleus Office Solutions Limited' and a fresh certificate of incorporation dated July 29, 2024 was issued by the RoC. The CIN of our Company is U70101DL2019PLC355618. For details in relation to changes in the registered office of our Company, see "History and Certain Corporate Matters" on page 153 of the prospectus dated February 18, 2025.

INITIAL PUBLIC OFFER OF UP T0 13,54,800 EQUITY SHARES OF FACE VALUE OF 110 EACH ("EQUITY SHARES") OF NUKLEUS OFFICE SOLUTIONS LIMITED ("COMPANY" / "ISSUER") FOR CASH AT A PRICE OF RS 234 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 224 PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING UP TO RS 3,170.23 LAKHS. THE ISSUE INCLUDES PROMOTERS' CONTRIBUTION OF 2,89,800 EQUITY SHARES AGGREGATING UP TO RS 678.13 LAKHS BY THE PROMOTERS ("PROMOTERS' CONTRIBUTION") AND A RESERVATION OF UP TO 53,400 EQUITY SHARES AGGREGATING UP TO RS 124.96 LAKHS FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE PROMOTERS' CONTRIBUTION AND MARKET MAKER RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE (EXCLUDING PROMOTERS CONTRIBUTION) AND THE NET ISSUE SHALL CONSTITUTE 26.41 % AND 25.09%, RESPECTIVELY, OF THE POST-ISSUE PAIDUP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS 10 EACH AND THE ISSUE PRICE IS 23.4 TIMES THE FACE VALUE OF THE EQUITY SHARES.

1. Geographical Concentration Risk: We have presence only in the Delhi NCR region and 100% of our revenue from operations are earned from such centre. Any adverse developments affecting such region could have an adverse effect on our business, cash flows, results of operation and financial condition.

2. Customers Concentration Risk: We are dependent on certain key customers for a significant portion of our revenue. The following tables set forth details of revenue generated and contribution to total revenue from our top customers for the periods and year indicated:

3. Expansion Risk: We intend to continue to evaluate opportunities for taking immovable property on lease or revenue sharing model in future in new cities to expand our locations. We cannot assure you that we will be able to identify additional suitable opportunities, negotiate favourable terms or successfully commence operations from such new cities.

4. Performance Risk: We have experienced growth in our financial performance over the past three years. Our revenue from operations increased from

Rs 340.78 lakhs in Fiscal 2022 to Rs 1,712.76 lakhs in Fiscal 2024, at a CAGR of 124.19% and was Rs 2,134.13 lakhs in the nine months period ended December 31, 2024. Our historical performance is not indicative of our future growth or financial results and we may not be able to sustain our historical growth rates

5. Competition Risk: We face intense competition from a number of competitors, some of which are larger and have substantially greater resources and experience than us, including the ability to spend more on advertising and marketing and offer substantial lower pricing. We expect competition to continue to be intense as our competitors expand their operations and introduce new services.

6. Financial indebtedness: As of January 31, 2025, we had total borrowings (including current and non-current borrowings) of 1 1,382.36 lakhs with Net Borrowings to Total Equity ratio of 1.45 as on December 31, 2024. If we lose cash flow of all or some of the receivables and current assets as a result of the enforcement of security by a lender, our business, financial condition, results of operation, cash flows and ability to meet our routine cash payment obligations would be adversely affected.

7. Fixed expenses incurred in our operations: A significant portion of the expenses incurred in our operations, such as employee related costs, insurance costs, lease rentals for properties, power and other direct costs are relatively fixed in nature. Even if the demand for our co-working and managed offices is adversely affected, we will still be required to continue to incur such costs to maintain our centres.

8. Additional cost on marketing and advertising campaigns: We currently plan to make sustained investment in social media and mass media channels, such as regular advertisements / commercials to promote our services and increase the awareness of the brand ‘Nukleus". If our marketing and advertising campaigns are not as effective as our competitors, our ability to increase our brand awareness and our competitive position could be adversely affected, which would have a material adverse effect on our business, results of operations and financial condition.

9. Capital expenditure in developing coworking spaces: The actual amount and timing of our future capital expenditure or working capital requirements may differ from estimates due to, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, design changes, weather related delays, technological changes, additional market developments and new opportunities in the industry. Maintaining high occupancy rates, securing long-term leases, and managing financial risks related to capital expenditures are critical.

10. Errors noticed in our notes to the audited financial statements for the Fiscal 2024,2023 and 2022 which do not require any corrective adjustment in the financial information: There are certain errors noticed in our notes to the audited financial statements for the Fiscal 2024, 2023 and 2021 and our Company has filed an application with Hon'ble Regional Director, Northern Bench and Registrar of Companies, NCT of Delhi & Haryana on December 20, 2024 for compounding of the said error

11. Occupancy Risk: Our coworking spaces may not fully occupied, which could make it difficult for us to cover our fixed costs: Low occupancy may make it harder to attract clients and secure funding and strain our cash flow. There is no assurance that there will be an increase in capacity utilization in the future as we plan to expand our operations in new locations and markets.

12. Other Risks: Except for issue and allotment of Equity Share as Rights Issue on March 01, 2021, bonus on January 05, 2024 and Rights Issue on March 16, 2024 to the existing shareholders, which do not have any impact on the percentage holding of the shareholders since issued on proportionate basis, our Company has not issued any primary / new shares (equity / convertible securities) during the 18 (eighteen) months preceding the date of the Prospectus.

In terms of Rule 19(2)(b)(l) of the SCRR this Issue is being made for at least 25% of the post-issue paid-up Equity Share capital of our Company. This Issue is being made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBIICDR Regulations wherein a minimum 50% of the Net Issue is allocated for Retail Individual Investors and the balance shall be offered to individual applicants other than Retail Individual Investors and other investors including corporate bodies or institutions, QIBs and Non-lnstitutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and Nils and vice-versa subject to valid applications being received from them at or above the Issue Price.

Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail Individual Investors shall be allocated that higher percentage. However, the Application by an Applicant should not exceed the investment limits prescribed under the relevant regulations/statutory guidelines. For details in this regard, specific attention is invited to "Issue Procedure" on page 296 of this Prospectus.

This is with reference to the Prospectus dated February 18,2025 filed by the Company with the Registrar of Companies NCT Delhi and Haryana, Statutory Issue Opening Advertisement published on February 20, 2025 in connection with the Issue and Public Announcement published on February24, 2025 in connection with allotment to Promotors contribution in the Issue. Allotment to Promotor made on February 22, 2025, the details of the allotment made are as below:

Details of subscription and Allotment towards Promotors Contribution done on February 22, 2025 and intimation for the same was published on February 24, 2025.

The Issue has received 3,979 applications (Excluding Promotors Contribution and prior to Rejections) for 28,99,800 Equity Shares resulting in 2.72 times subscription (including reserved portion of Market Maker) as disclosed in the Prospectus. After removing multiple and duplicate bids, bids (UPI Mandates) not accepted by investors/ blocked, bids rejected under application banked but bid not registered and valid rejections cases from the "Bid Book", Valid application considered for allotment were 1,494 applications (Excluding Promotors Contribution) for 13,44,600 Equity Shares resulting in 1.26 times subscription (including reserved portion of Market Maker). The details of the applications received in the Issue from various categories are as under:

Note: Also, there were 2,477 applications for 15,49,800 Equity Shares which were bided but not banked/funds not blocked, same were rejected and not considered as Valid for allotment.

Detail of the Valid Applications-After eliminating technically rejected applications, the following tables give us category wise net valid applications considered for allotment::

ALLOCATION: The Basis of Allotment was finalized based on proportionate shares available as per the Fixed Price Mechanism and in consultation with the Designated Stock Exchange - BSE Limited on Friday, February 28, 2025.

A. Allocation to Market Maker (After Technical Rejections & Withdrawal): The Basis of Allotment to the Market Maker was finalised in consultation with BSE Limited. The category was subscribed by 1.00 time. The total number of shares allotted in this category is 53,400 Equity shares.

B. Allocation to Retail Individual Investors (After Technical Rejections & Withdrawal): The Basis of Allotment to the Retail Individual Investors was finalized in consultation with BSE Limited. Based on Subscription (Times) in relation to Valid Bids, the category was subscribed by 1.68 times i.e., for 8,51,400 Equity Shares. Total number of shares allotted in this category is 6,67,200 Equity Shares to 1,112 successful applicants based on proportionate shares available as per the Fixed Price Mechanism.

C. Allocation to Other than Retail Individual Investors (After Technical Rejections & Withdrawal): The Basis of Allotment to Other than Retail Individual Investors was finalized in consultation with BSE Limited. Based on Subscription (Times) in relation to Valid Bids, the category was subscribed by 0.87 times i.e., for 4,39,800 shares. The total number of shares allotted in this category is 3,44,400 Equity Shares to 74 successful applicants based on proportionate shares available as per the Fixed Price Mechanism.

The Board of Directors of the Company wide it's resolution passed through circulation on February 28, 2025 has taken on record the Basis of Allocation of Equity Shares and as approved by the Designated Stock Exchange viz. BSE Limited on February 28, 2025 and has authorized the corporate action for the transfer of the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Issue Account on February 28, 2025 and the payments to non-syndicate brokers have been issued on March 01, 2025. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on March 03, 2025 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE Limited on March 03, 2025. The Company has received the listing and trading approval from BSE Limited on March 03, 2025 and trading on the BSE SME will commence on Tuesday, March 04, 2025.

Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus dated February 18, 2025 ("Prospectus").

The details of the allotment made is also hosted on the website of the Registrar to the Issue Bigshare Services Private Limited at www.biashareonline.com. All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/Sole applicants, serial number of the Application Form, number of shares applied for, applicants DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the applicants, Bank Branch where the application had been submitted, copy of the acknowledgement Slip and payment details at the address of the Registrar given below:

	Bigshare Services Private Limited
	Office No. S6-2, 6th Floor, Pinnacle Business Park Next to Ahura Centre,
	Mahakali Caves Road, Andheri (East), Mumbai-400 093, Maharashtra, India
	Tel.: + 91 22 6263 8200: E-mail ID: www.biashareonline.com
	Website: www.biashareonline.com: SEBI Rean. No.: INR000001385
	Contact Person: Mr. Babu Rapheal C

Disclaimer: Nukleus Office Solutions Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the Prospectus with the Registrar of Companies, Delhi on February 18, 2025 and thereafter with SEBI and the Stock Exchange. The Prospectus is available on the website of SME BSE at https://www.bsesme.com/Publiclssues/SMEIPODRHP and is available on the websites ot the Lead Manager at www.sundaecapital.com. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please refer to the Prospectus including the section titled "Risk Factors" on page 25 of the Prospectus.

The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the "Securities Act") or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold outside the United States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India.