DRAFT RED HERRING PROSPECTUS Dated: September 28, 2018 Read with section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with RoC) 100% Book Built Issue BALAJI SOLUTIONS LIMITED Our Company was originally incorporated as “Balaji Solutions Private Limited” at Kolkata, as a Private Limited Company under the provisions of Companies Act, 1956 vide Certificate of Incorporation dated February 19, 2001 bearing Corporate Identification Number U72900WB2001PTC092912 issued by the Registrar of Companies, West Bengal. Subsequently, our company was converted into a Public Limited Company pursuant to special resolution passed by the members in Extra-Ordinary General Meeting held on March 03, 2008 and consequently Fresh Certificate of Incorporation dated March 28, 2008 was issued by Registrar of Companies, West Bengal. Subsequently, our Company was converted into a Private Limited Company pursuant to a special resolution passed by the members at Extra-Ordinary General Meeting held on March 01, 2013 and the name of our Company was changed to “Balaji Solutions Private Limited” vide a fresh Certificate of Incorporation dated March 20, 2013, issued by the Registrar of Companies, West Bengal. Further, our Company was converted into a Public Limited Company pursuant to special resolution passed by the members at Extra-Ordinary General Meeting held on February 28, 2018 and the name of our company changed to “Balaji Solutions Limited” vide a fresh Certificate of Incorporation dated August 07, 2018 issued by the Registrar of Companies, Kolkata. The Corporate Identification Number of our Company is U72900WB2001PLC092912. For further details of Incorporation, Change of Name and Registered Office of our company, please refer to chapter titled “Our History and Certain Other Corporate Matters” beginning on page 149 of this Draft Red Herring Prospectus. Registered Office: Unit No. 4B, Eco Space Business Park, New Town, Rajarhat, 9th Floor, Room No – 902, Kolkata – 700 156, West Bengal, India Tel: +91-33 4030 9000; Fax: NA; E-mail: [email protected]; Website: www.balajisolutions.in Contact Person: Sanjay Bajaj, Company Secretary and Compliance Officer PROMOTER OF OUR COMPANY: MR. RAJENDRA SEKSARIA THE ISSUE INITIAL PUBLIC OFFER CONSISTING OF FRESH ISSUE OF UPTO 64,48,000* EQUITY SHARES OF FACE VALUE OF RS.10/- EACH OF BALAJI SOLUTIONS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF [●] PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO [●]** LAKHS (“THE ISSUE”), OF WHICH [●] EQUITY SHARES OF FACE VALUE OF RS.10/- EACH FOR CASH AT A PRICE OF [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF [●] PER EQUITY SHARE AGGREGATING TO [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF RS.10/- EACH AT A PRICE OF [●] PER EQUITY SHARE AGGREGATING TO [●] LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [●] % AND [●] % RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS.10/- EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [●], ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER [●] AND [●] EDITION OF REGIONAL NEWSPAPER [●], EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND WILL BE MADE AVAILABLE TO THE SME PLATFORM OF BSE LTD. (“BSE”, REFERRED TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON IT’S WEBSITE. In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a press release, and also by indicating the change on the website of the BRLMs and the terminals of the Syndicate Members. In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 241 of this Draft Red Herring Prospectus. A copy of Red Herring Prospectus and Prospectus will be delivered for registration to the Registrar as required under Section 32 and 26 of the Companies Act, 2013. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) the Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made in accordance with Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time (“SEBI (ICDR) Regulations”), wherein not more than 50 % of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Issue will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All investors (except Anchor Investors) shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts which will be blocked by SCSBs. For further details please refer the section titled “Issue Information” beginning on page 230 of this Draft Red Herring Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs.10/- each. The Floor Price is [●] times of the face value and the Cap Price is [●] times of the face value. The Issue Price (determined and justified by our Company in consultation with the BRLMs as stated in “Basis for Issue Price” on page 105 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 19 of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of our company issued through the Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited in terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended from time to time. Our Company has received an In-Principle approval letter dated [●] from BSE Limited for using its name in the offer document for listing of our shares on the SME Platform of BSE Limited. For the purpose of this Issue, BSE Limited (“BSE”) shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE GRETEX CORPORATE SERVICES PRIVATE LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED Registered Office: Office no.102, 1st Floor, Kanakia Atrium-2, Karvy Selenium Tower No. B, Plot No. 31-32, Gachibowli, 406-408, Keshava Premises, Behind Family Court, Bandra Kurla Chakala Andheri Kurla Road, Behind Courtyard Marriot, Mumbai – Financial District, Nanakramguda, Hyderabad – 500 032 Complex, Bandra (East), Mumbai – 400 051 400 093 Tel. No.: +91 – 040 – 6716 2222 Tel. No.: +91 – 22 – 6194 6700 Tel. No.: +91 – 33 – 4006 9278 Fax No.: +91 – 040 – 2343 1551 Fax No.: +91 – 22 – 2659 8690 Fax No.: +91 – 33 – 4006 9278 Email: [email protected] Email: [email protected] Email: [email protected] Website: www.karisma.karvy.com Website: www.pantomathgroup.com Website: www.gretexcorporate.com Contact Person: Mr. Hardik Bhuta/Mr. Unmesh Zagade Contact Person: Ms. Kritika Rupda / Mr. Goutam Seal Contact Person: Murali Krishna M SEBI Registration No.: INM000012110 SEBI Registration No: INM000012177 SEBI Registration No.: INR000000221 BID/ISSUE PROGRAMME BID/ISSUE OPENS ON: [●] *** BID/ISSUE CLOSES ON: [●] **** *Number of shares may need to be adjusted for lot size upon determination of issue price **Subject to finalization of basis of allotment. ***Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Shall bid on the Anchor Investor Bidding Date i.e.one working day prior to the Bid/Issue Opening Date. ****Our Company may, in consultation with the BRLMs, consider closing the Bidding by QIB Bidders one working day prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations. Contents SECTION I: GENERAL ................................................................................................................................ 3 DEFINITIONS AND ABBREVIATIONS ................................................................................................. 3 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ....................................................................................................... 16 FORWARD LOOKING STATEMENTS ................................................................................................ 18 SECTION II: RISK FACTORS ................................................................................................................... 19 SECTION III: INTRODUCTION ............................................................................................................... 41 SUMMARY OF OUR INDUSTRY ............................................................................................................ 41 SUMMARY OF OUR BUSINESS ............................................................................................................. 47 SUMMARY OF FINANCIAL INFORMATION ........................................................................................ 51 THE ISSUE ............................................................................................................................................... 57 GENERAL INFORMATION .................................................................................................................. 59 CAPITAL STRUCTURE ......................................................................................................................... 69 OBJECTS OF THE ISSUE ...................................................................................................................... 92 SECTION IV: PARTICULARS OF THE ISSUE ..................................................................................... 103 BASIC TERMS OF THE ISSUE ........................................................................................................... 103 BASIS FOR ISSUE PRICE ...................................................................................................................... 105 STATEMENT OF POSSIBLE TAX BENEFITS .................................................................................. 109 SECTION V: ABOUT THE COMPANY AND THE INDUSTRY ........................................................... 111 OUR INDUSTRY .................................................................................................................................... 111 OUR BUSINESS .................................................................................................................................... 124 KEY INDUSTRY REGULATIONS AND POLICIES .............................................................................. 138 HISTORY AND CERTAIN OTHER CORPORATE MATTERS........................................................ 149 OUR MANAGEMENT .......................................................................................................................... 155 OUR PROMOTER AND PROMOTER GROUP ................................................................................. 169 OUR GROUP COMPANIES ................................................................................................................. 172 RELATED PARTY TRANSACTIONS .................................................................................................... 175 DIVIDEND POLICY ............................................................................................................................. 176 SECTION VI – FINANCIAL INFORMATION ........................................................................................ 177 FINANCIAL STATEMENTS AS RESTATED ........................................................................................ 177 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ........................................................................................................................................... 178 STATEMENT OF FINANCIAL INDEBTEDNESS ................................................................................. 194 SECTION VII – LEGAL AND OTHER INFORMATION ....................................................................... 198 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS................................................ 198 GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................................ 208 OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 220 SECTION VIII: ISSUE INFORMATION ................................................................................................. 230 TERMS OF THE ISSUE........................................................................................................................ 230 ISSUE STRUCTURE ............................................................................................................................. 237 ISSUE PROCEDURE ............................................................................................................................ 241 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................... 289 SECTION IX: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ............................................. 290 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 290 SECTION X: OTHER INFORMATION................................................................................................... 351 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................. 351 DECLARATION BY THE COMPANY ................................................................................................ 352 Page 1 of 358 The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (“U.S. Securities Act”) or any state securities laws in the United States of America 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), except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws. Accordingly the Equity Shares are being offered and sold only outside the United States in offshore transaction in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those offers and sale 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 application may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Page 2 of 358 SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS In this Draft Red Herring Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith. Company Related Terms Term Description “Balaji Solutions Limited”, Balaji Solutions Limited, a public limited Company incorporated under the “BSL”, “We” or “us” or provisions of the Companies Act, 1956 “Our Company” or “the Issuer” AOA/Articles / Articles of The Articles of Association of Balaji Solutions Limited, as amended from time Association to time Audit Committee The committee of the Board of Directors constituted as the Company’s Audit Committee in accordance with Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 Banker to the Company Such banks which are disclosed as bankers to the Company in the chapter titled “General Information” on page 59 of this Draft Red Herring Prospectus. Board/ Board of Directors / The Board of Directors of our Company, including all duly constituted Our Board Committees thereof Company Secretary and The Company Secretary of our Company, Mr. Sanjay Bajaj Compliance Officer Director(s) Director(s) of Balaji Solutions Limited as appointed from time to time, unless otherwise specified Equity Shares/Shares The equity shares of our Company of a face value of Rs.10/- each unless otherwise specified in the context thereof Equity The holders of the Equity Shares of the Company Shareholders/Shareholders Financial Statements as Collectively, the restated consolidated financial statements of our Company and Restated restated standalone financial statements FTPL Foxin Technologies Private Limited Group Companies/Entities Such companies/entities as covered under the applicable accounting standards and such other companies as considered material by the Board. For details of our Group Companies/ entities, please refer “Our Group Companies” on page 172 of this Draft Red Herring Prospectus ISIN International Securities Identification Number. In this case being INE00EW01015 Independent Director A non-executive, Independent Director as per the Companies Act, 2013 and the Listing Regulations Key Management Key management personnel of our Company in terms of Regulation 2(1)(s) of Personnel / KMP the SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, 2013. For details, please refer “Our Management” on page 155 this Draft Red Herring Prospectus MoA/ Memorandum The Memorandum of Association of our Company, as amended from time to of Association time Nomination & The committee of the Board of Directors constituted as the Company’s Remuneration Committee Nomination& Remuneration Committee in accordance with Section 178(1) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 NYKTSPL NYK Techno Solutions Private Limited Peer Reviewed Auditor The Independent Peer Reviewed Auditor of our Company M/s Gupta Agarwal & Associates, Chartered Accountants Promoter Mr. Rajendra Seksaria Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1) (zb) of the SEBI (ICDR) Regulations Registered Office The registered office of our Company situated at Unit No 4B, Eco Space Business Park, New Town, Rajarhat, 9th Floor, Room No-902, Kolkata – 700 156, West Bengal, India Page 3 of 358 Term Description Restated Consolidated The restated consolidated financial statements of our company and our subsidiary Financial Statements company for the Financial Year 2018 which comprises the restated consolidated balance sheet, restated consolidated statement of profit and loss and the restated consolidated cash flow statement, together with the annexures and notes thereto and the examination report thereon Restated Standalone The restated standalone financial statements of our company for the Financial Financial Statements Years ended March 31, 2014, 2015, 2016, 2017 and 2018 which comprises the restated standalone balance sheet, restated standalone statement of profit and loss and the restated standalone cash flow statement, together with the annexures and notes thereto and the examination report thereon Stakeholders’ Relationship The committee of the Board of Directors constituted as the Company’s Committee Stakeholders’ Relationship Committee in accordance with Section 178(5) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 Statutory Auditors The Statutory Auditors of our Company, M/s Kedia Dhandharia & Co., Chartered Accountants Roc/Registrar of Registrar of Companies, Kolkata, Nizam Palace, 2nd MSO Building, 2nd Floor, Companies 234/4, A.J.C.B. Road, Kolkata – 700 020 VIEPL Venkatesh International Exim Private Limited “you”, “your” or “yours” Prospective Investors in this Issue Issue Related Terms Term Description Acknowledgement Slip The acknowledgement slips or document issued by the Designated Intermediary to a Bidder as proof of having accepted the Application Form Allocation/ Allocation of The Allocation of Equity Shares of our Company pursuant to Issue of Equity Shares Equity Shares to the successful Applicants Allot / Allotment Unless the context otherwise requires, allotment of the Equity Shares pursuant to /Allotted the Issue of Equity Shares to the successful Applicants Allottee(s) A successful Applicant to whom the Equity Shares are being Allotted Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder who has been or is to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock Exchange Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who has Bid for an amount of at least Rs.1000 Lakhs, in accordance with the requirements specified in the SEBI ICDR Regulations Anchor Investor Notice or intimation of Allocation of Equity Shares sent to Anchor Investors who Allocation Notice have been allocated Equity Shares, and includes any device, intimation or notice sent to Anchor Investors in the event that the Issue Price is higher than the Anchor Investor Allocation Price Anchor Investor The price at which Equity Shares will be allocated in terms of the Red Herring Allocation Price Prospectus and Prospectus to the Anchor Investors, which will be decided by our Company, in consultation with the BRLMs, on the Anchor Investor Bidding Date Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion Application Form and which will be considered as an application for Allotment in terms of the Red Herring Prospectus and Prospectus Anchor Investor Bidding One Working Day prior to the Bid/Issue Opening Date on which Bids by Anchor Date Investors shall be submitted, prior to or after which the members of the Syndicate will not accept any Bids from Anchor Investors and allocation to Anchor Investors shall be completed Anchor Investor Escrow Accounts opened for the Issue to which funds shall be transferred by Anchor Account(s) Investors Anchor Investor Pay-in With respect to Anchor Investors, it shall be the Anchor Investor Bidding Date, and, Date in the event the Anchor Investor Allocation Price is lower than the Issue Price, not later than two Working Days after the Bid/Issue Closing Date Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in consultation with the BRLMs to Anchor Investors on a discretionary basis, out of Page 4 of 358 Term Description which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price Applicant Any prospective investor who makes an application for Equity Shares of our company in terms of the Red Herring Prospectus. All the applicants should make application through ASBA only Application Amount The amount at which the Applicant makes an application for Equity Shares of our Company in terms of the Red Herring Prospectus Application Collecting 1. a SCSB with whom the bank account to be blocked, is maintained Intermediaries 2. a syndicate member (or sub-syndicate member) If any 3. a stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity) (‘broker’) if any 4. a depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for this activity) 5. a registrar to an issue and Share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock exchange as eligible for this activity) Application Supported by The application (whether physical or electronic) by an Applicant to make an Blocked Amount/ ASBA Application authorizing the relevant SCSB to block the Application Amount in the relevant ASBA Account. Pursuant to SEBI Circular dated November 10, 2015 and bearing Reference No. CIR/CFD/POLICYCELL/11/2015 which shall be applicable for all public issues opening on or after January 01, 2016, all potential investors shall participate in the Issue only through ASBA process providing details about the bank account which will be blocked by the SCSBs ASBA Account Account maintained with an SCSB and specified in the Application Form which will be blocked by such SCSB to the extent of the appropriate Application Amount in relation to an Application by an Applicant ASBA Application Locations at which ASBA Applications can be uploaded by the SCSBs, namely Location(s) / Specified Mumbai, New Delhi, Chennai, Kolkata, Raipur Cities ASBA Bidders Any Bidder except Anchor Investor Banker to the The banks which are clearing members and registered with SEBI as Banker to an Issue/Refund Issue with whom the Public Issue Account and Refund Account will be opened and Banker/Public Issue Bank in this case being ICICI Bank Limited Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Applicants under the Issue, described in “Issue Procedure” on page 241 of this Draft Red Herring Prospectus Bid An indication to make an issue during the Bid/Issue Period by a Bidder (other than an Anchor Investor) or on Anchor Investor Bidding Date by an Anchor Investor, pursuant to submission of the Bid cum Application Form, to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations in accordance with the Draft Red Herring Prospectus and Bid cum Application Form Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and in the case of Retail Individual Bidders Bidding at Cut Off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder and mentioned in the Bid cum Application Form and payable by the Retail Individual Bidder or blocked in the ASBA Account upon submission of the Bid in the Issue Bid cum Application The application form in terms of which a bidder (including an ASBA Bidder) makes Form a Bid in terms of the Red Herring Prospectus and which will be considered as an application for allotment Bid Lot [●] equity shares and in multiples of [●] equity shares thereafter Bid/Issue Closing Date Except in relation to Anchor Investors, the date after which the Syndicate, the Designated Branches and the Registered Brokers will not accept any Bids, which shall be notified in all editions of the English national newspaper [●], all editions of the Hindi national newspaper [●], and [●] edition of the Regional newspaper [●], each with wide circulation and in case of any revision, the extended Bid/Issue Page 5 of 358 Term Description Closing Date shall also be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations Bid/Issue Opening Date Except in relation to Anchor Investors, , the date on which the Syndicate, the Designated Branches and the Registered Brokers shall start accepting Bids, which shall be notified in all editions of the English national newspaper [●], all editions of the Hindi national newspaper [●], and [●] edition of the Regional newspaper [●], each with wide circulation, and in case of any revision, the extended Bid/Issue Opening Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which Bidders other than Anchor Investors can submit their Bids, including any revisions thereof. Provided however that the Bidding/Issue Period shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and Anchor Investor Bid/Issue Proceeds Proceeds from the Issue that will be available to our Company, being Rs. [●] lakhs Bidding/Collection Centres at which the Designated intermediaries shall accept the ASBA Forms, i.e. Centres Designated SCSB Branch for SCSBs, specified locations for syndicate, broker centre for registered brokers, designated RTA Locations for RTAs and designated CDP locations for CDPs Book Building The book building route as provided under Schedule XI of the SEBI (ICDR) Process/Book Building Regulations, 2009 in terms of which this Issue is being made Method Book Running Lead Book Running Lead Managers to the Issue in this case being Pantomath Capital Managers/ BRLMs Advisors Private Limited and Gretex Corporate Services Private Limited, SEBI Registered Category I Merchant Bankers Broker Centers Broker centers notified by the Stock Exchanges, where the Applicants can submit the Application Forms to a Registered Broker. The details of such broker centers, along with the name and contact details of the Registered Brokers, are available on the website of the BSE on the following link- (www.bseindia.com) Business Day Any day on which commercial banks are open for the business CAN / Confirmation of The note or advice or intimation sent to each successful Bidder indicating the Equity Allocation Note Shares which will be Allotted/ transferred, after approval of Basis of Allotment by the Designated Stock Exchange. In the case of Anchor Investors, CAN shall mean the note or advice or intimation of Allotment of Equity Shares sent to the Anchor Investors to whom Equity Shares have been Allotted Cap Price The higher end of the price band above which the Issue Price will not be finalised and above which no Bids (or a revision thereof) will be accepted Client ID Client identification number of the Applicant’s beneficiary account Collecting Centres Centres at which the Designated Intermediaries shall accept the Application Forms, being the Designated SCSB Branch for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered Participant with SEBI and who is eligible to procure applications at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Controlling Branches of Such branches of the SCSBs which coordinate with the Book Running Lead the SCSBs Managers, the Registrar to the Issue and the Stock Exchange and a list of which is available at www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time Cut Off Price Any price within the Price Band finalised by our Company in consultation with BRLMs. A bid submitted at Cut Off Price is a valid price at all levels within the Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut Off Price, for a Bid Amount not exceeding Rs. [●]. No other category of bidders is entitled to Bid at the Cut Off Price Page 6 of 358 Term Description Demographic Details The details of the Applicants including the Applicants’ address, names of the Applicants’ father/husband, investor status, occupations and bank account details Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996 Depository Participant / A depository participant as defined under the Depositories Act. DP Designated CDP Such centres of the CDPs where Bidders can submit the Bid cum Application Locations Forms. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept Bid cum Application Forms are available on the website of the Stock Exchange (www.bseindia.com) and updated from time to time Designated Date The date on which the amount blocked by the SCSBs is transferred from the ASBA Account to the Public Issue Account or the amount is unblocked in the ASBA Account, as appropriate, after the Issue is closed, following which the Equity Shares shall be allotted to the successful Applicants Designated Intermediaries An SCSB with whom the bank account to be blocked, is maintained, a syndicate / Collecting Agent member (or sub-syndicate member), a Registered Broker, Designated CDP Locations for CDP, a Registrar to an Issue and Share Transfer Agent (RTA) (whose names are mentioned on website of the stock exchange as eligible for this activity). Designated RTA Such locations of the RTAs where Applicants can submit the Application Forms to Locations RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept Application Forms are available on the website of the Stock Exchange (www.bseindia.com) Designated SCSB Such branches of the SCSBs which shall collect the Application Forms, a list of Branches which is available on the website of SEBI at http://www.sebi.gov.in/ or at such other website as may be prescribed by SEBI from time to time Designated Stock BSE Limited Exchange/ Stock Exchange Draft Red Herring This Draft Red Herring Prospectus dated September 28, 2018, filed with BSE Prospectus / DRHP EBITDA Revenue from operations (net) less total expenses (expenses other than finance cost, and depreciation and amortisation). EBITDA Margin EBITDA divided by revenue from operations (net). Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an Issue or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered thereby and who have opened demat accounts with SEBI registered qualified depository participants. Equity Shares or Ordinary The ordinary shares of our Company having a face value of Rs. 10/-, unless Shares otherwise specified in the context thereof First Applicant Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in case of joint bids, whose name shall also appear as the first holder of the beneficiary account held in joint names FII/Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors Investors) Regulations, 1995, as amended) registered with SEBI under applicable laws in India Floor Price The lowest end of the Price Band, subject to any revision thereto, at or above which the Issue Price will be finalised and below which no Bids (or revisions thereof) will be accepted General Information The General Information Document for investing in public issues prepared and Document issued in accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by the SEBI and included in “Issue Procedure” on page 241 of this Draft Red Herring Prospectus Page 7 of 358 Term Description Issue / Public issue / Issue The Initial Public Issue of up to 64,48,000* Equity Shares of Rs.10/- each for cash size / Initial Public issue / at a price of Rs. [●] per equity share including a premium of Rs. [●] per equity share Initial Public Offer / aggregating up to Rs. [●] Lakhs Initial Public Offering/IPO/Present Issue Issue Agreement The agreement dated September 10, 2018 between our Company and the Book Running Lead Managers, pursuant to which certain arrangements are agreed to in relation to the Issue Issue Price The final price at which Equity Shares will be allotted in terms of the Red Herring Prospectus. The Issue Price will be decided by our Company in consultation with the BRLMs on the Pricing Date in accordance with the Book Building Process and the Red Herring Prospectus Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to be signed between our Company and the BSE Limited Market Making Market Making Agreement dated [●] between our Company, Book Running Lead Agreement Managers and Market Maker Market Maker Market Maker appointed by our Company from time to time, in this case being NNM Securities Private Limited who has agreed to receive or deliver the specified securities in the market making process for a period of three years from the date of listing of our Equity Shares or for any other period as may be notified by SEBI from time to time Market Maker [●] Equity Shares of Rs.10/- each at Rs. [●]/- per Equity Share aggregating to Rs. Reservation Portion [●] Lakhs reserved for subscription by the Market Maker Materiality Policy The policy on identification of group companies, material creditors and material litigation, adopted by our Board on August 08, 2018 in accordance with the requirements of the SEBI (ICDR) Regulations Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion) i.e. [●] Equity Shares available for allocation to Mutual Funds, out of the QIB Portion NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of Government of India published in the Gazette of India Net Issue The Issue (excluding the Market Maker Reservation Portion) aggregating up to [●] Equity Shares of face value of Rs.10 each fully paid for cash at a price of Rs. [●] per Equity Share aggregating Rs. [●] lakhs by our Company Net Proceeds Proceeds of the Issue that will be available to our Company, which shall be the gross proceeds of the Issue less the issue expense Non-Institutional All Applicants, including Category III FPIs that are not QIBs or Retail Individual Investors / NIIs Investors who have made Application for Equity Shares for an amount of more than Rs.2,00,000 (but not including NRIs other than Eligible NRIs) Non-Resident A person resident outside India, as defined under FEMA Regulations Non-Resident Indian/ NRI A person resident outside India, who is a citizen of India or a Person of Indian Origin as defined under FEMA Regulations, as amended OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly or Body indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Issue Pay-in-Period The period commencing on the Bid/Issue Opening Date and extending until the closure of the Anchor Investor Pay-in Date Payment through Payment through NECS, NEFT or Direct Credit, as applicable electronic transfer of funds Person/ Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or trust or any other entity or organization validly Page 8 of 358 Term Description constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires Price Band Price Band of a minimum price (Floor Price) of Rs. [●] and the maximum price (Cap Price) of Rs. [●] and includes revisions thereof. The Price Band will be decided by our Company in consultation with the BRLMs and advertised in two national daily newspapers (one each in English and in Hindi) with wide circulation and one daily regional newspaper with wide circulation at least five working days prior to the Bid/Issue Opening Date Pricing Date The date on which our Company in consultation with the BRLMs, will finalize the Issue Price Prospectus The Prospectus to be filed with RoC on or after Pricing Date in accordance with Section 32 and Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations containing inter alia, the Issue Price, the size of the Issue and certain other information Public Issue Account The account to be opened with the Banker to the Issue under Section 40 of the Companies Act, 2013 to receive monies from the ASBA Accounts on the Designated Date Public Issue Agreement/ Agreement entered on [●] amongst our Company, Book Running Lead Managers, Escrow Agreement the Registrar to the Issue and Public Issue Bank/Banker to the Issue for collection of the Application Amount on the terms and conditions thereof QIB Portion The portion of the Issue not being more than 50% of the Net Issue, consisting of [●] Equity Shares, available for Allocation to QIBs (including Anchor Investors), subject to valid Bids being received at or above the Issue Price QIB Bid/ Issue Closing In the event our Company, in consultation with the BRLMs, decides to close Date Bidding by QIBs one Working Day prior to the Bid/issue Closing Date, the date one Working Day prior to the Bid/issue Closing Date; otherwise it shall be the same as the Bid/issue Closing Date Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1) (zd) of the SEBI Buyers / QIBs ICDR Regulations Red Herring Prospectus / The Red Herring Prospectus to be issued in accordance with Section 32 of the RHP Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the price at which the Equity Shares will be offered and the size of the Issue, including any addenda or corrigenda thereto Refund Account Account to which Application monies to be refunded to the Applicants in case of failure of the Issue Refund through electronic Refunds through NECS, direct credit, RTGS or NEFT, as applicable transfer of funds Registered Brokers Individuals or companies registered with SEBI as “Trading Members” (except Syndicate/Sub-Syndicate Members) who hold valid membership of BSE having right to trade in stocks listed on Stock Exchanges, through which investors can buy or sell securities listed on stock exchanges, a list of which is available on http://www.bseindia.com/membership/dynaContent/find_a_broker.html Registrar Agreement The Agreement between the Registrar to the Issue and the Issuer Company dated September 10, 2018 in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Transfer Agents or RTAs Applications at the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Registrar/Registrar to the Karvy Computershare Private Limited Issue/RTI Retail Individual Applicants (including HUFs, in the name of Karta and Eligible NRIs) whose Investors/ Retail Application Amount for Equity Shares in the Issue is not more than Rs.2,00,000/- Individual Bidders/ RIIs/ RIBs Retail Portion The portion of the Issue being not less than 35% of the Net Issue, consisting of [●] Equity Shares, available for allocation to Retail Individual Bidders. Page 9 of 358