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You are reminded that the information in the attached document is not complete and may be changed. NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. SECURITIES OFFERED OR SOLD OUTSIDE OF THE UNITED STATES ARE BEING OFFERED OR SOLD IN COMPLIANCE WITH THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS AND SALES OCCUR. 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You are reminded that you have accessed the attached Placement Document on the basis that you are a person into whose possession the attached Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DOWNLOAD, FORWARD, DISTRIBUTE WOR DELIVER THE ATTACHED PLACEMENT DOCUMENT, IN WHOLE OR PART, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE SUCH PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED, IN WHOLE OR IN PART, TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY - 2 - WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. - 3 - Strictly Confidential - Not for Circulation Preliminary Placement Document Subject to Completion Serial Number: [●] Date: September 4, 2014 o sBIQ rof ylno tnaem si eussI ehT o .td esrgontashevcn eib f oy asmsa ldcn rae hettoel pymnao co tt oron csiil btnuepm euhcto oDt rtnefefmo encaa ltPo ny rsain dimnail seirsPa bsi htnte nmi encoailtpa metraovfinrip e ah Tnyub ro ebircsbus ot reffo na gniticilos ton si dna serahS y ttoiunq sEi eylnaas lrloes r eoftf ore hffcou sn aer teohnw s in otnitecmiihduTscir o.usDje r yatnnheaSm n yeitc isauelqrPaE hy Serha ynt tieimusaqilhEecr rPeuh pst .tnemucoD tnemecalP eht hguorht dettollA ebm yraomfn tia fhot esseoraphruSp y etiluoqs Ee heth rto oft d genuistasil egrn nieobis ssiu ctIs i.dd ertoti mnorietpa (Rt Ii TCC2OIPA Iacum CEbaEshco ITADIT Tla A2rSrm YRODCOI ToA( neinnIee“tNNNTnvouo0neaf0fhnexxhhLnHoOiHlclNROOOHOEI caeRcpRRTfv fadespntnle0a1agSki VFDcceeSoccleprkeh oAi nin ACPup uEE uEHtsre9 4U MMACieihh otoor lIiiTneITOeoCIUrietEsEItavO dEghaveetld. 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TABLE OF CONTENTS NOTICE TO INVESTORS................................................................................................. 1 REPRESENTATIONS BY INVESTORS .......................................................................... 3 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ............................................. 8 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................. 9 INDUSTRY AND MARKET DATA ............................................................................... 10 FORWARD-LOOKING STATEMENTS ........................................................................ 11 ENFORCEMENT OF CIVIL LIABILITIES ................................................................... 12 EXCHANGE RATE INFORMATION ............................................................................ 13 DEFINITIONS AND ABBREVIATIONS ....................................................................... 14 DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013 ........................................................................................ 18 SUMMARY ...................................................................................................................... 21 SUMMARY OF THE ISSUE ........................................................................................... 28 RECENT DEVELOPMENTS .......................................................................................... 30 SELECTED FINANCIAL INFORMATION ................................................................... 31 RISK FACTORS .............................................................................................................. 35 MARKET PRICE INFORMATION ................................................................................ 51 USE OF PROCEEDS ....................................................................................................... 54 CAPITALIZATION AND INDEBTEDNESS ................................................................. 55 CAPITAL STRUCTURE ................................................................................................. 56 DIVIDEND POLICY........................................................................................................ 58 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................ 59 INDUSTRY ...................................................................................................................... 74 BUSINESS ........................................................................................................................ 90 KEY INDUSTRY REGULATIONS AND POLICIES IN INDIA ................................ 106 BOARD OF DIRECTORS AND KEY EMPLOYEES .................................................. 108 PRINCIPAL SHAREHOLDERS ................................................................................... 119 ISSUE PROCEDURE ..................................................................................................... 122 PLACEMENT................................................................................................................. 132 SELLING RESTRICTIONS ........................................................................................... 134 TRANSFER RESTRICTIONS ....................................................................................... 139 THE SECURITIES MARKET OF INDIA ..................................................................... 140 DESCRIPTION OF THE EQUITY SHARES ............................................................... 143 TAXATION .................................................................................................................... 148 LEGAL PROCEEDINGS ............................................................................................... 158 INDEPENDENT ACCOUNTANTS .............................................................................. 165 GENERAL INFORMATION ......................................................................................... 166 FINANCIAL STATEMENTS ........................................................................................ 167 DECLARATION ............................................................................................................ 350 NOTICE TO INVESTORS Our Company accepts full responsibility for all the information contained in this Preliminary Placement Document and to the best of its knowledge and belief, after having made all reasonable enquiries, confirms that this Preliminary Placement Document contains all information with respect to our Company and its subsidiaries and associate companies (together, the “Group”) and the Equity Shares which are material in the context of this Issue. Our Company does not have any joint ventures. The statements contained in this Preliminary Placement Document relating to our Company, the Group and the Equity Shares are, in all material respects, true and accurate and not misleading; the opinions and intentions expressed in this Preliminary Placement Document with regard to our Company, the Group and the Equity Shares are honestly held, have been reached after considering all relevant circumstances, are based on information presently available to our Company and are based on reasonable assumptions. There are no other facts in relation to our Company, the Group and the Equity Shares, the omission of which would, in the context of the Issue, make any statement in this Preliminary Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by our Company to ascertain such facts and to verify the accuracy of all such information and statements. None of the JGC-BRLMs or any of their respective shareholders, employees, counsel, officers, directors, representatives, agents or affiliates make any express or implied representation, warranty or undertaking, and no responsibility or liability is accepted by the JGC-BRLMs as to the accuracy or completeness of the information contained in this Preliminary Placement Document or any other information supplied in connection with the Equity Shares. Each person receiving this Preliminary Placement Document acknowledges that such person has not relied on either the JGC-BRLMs or on any of their respective shareholders, employees, counsel, officers, directors, representatives, agents or affiliates in connection with such person’s investigation of the accuracy of such information or such person’s investment decision, and each such person must rely on its own examination of the Company and the merits and risks involved in investing in the Equity Shares. No person is authorised to give any information or to make any representation not contained in this Preliminary Placement Document and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Company or by or on behalf of the JGC-BRLMs. The delivery of this Preliminary Placement Document at any time does not imply that the information contained in it is correct as of any time subsequent to its date. The Equity Shares have not been approved, disapproved or recommended by any regulatory authority in any jurisdiction. No authority has passed on or endorsed the merits of this Issue or the accuracy or adequacy of this Preliminary Placement Document. The Equity Shares have not been recommended by any foreign federal or state securities commission or regulatory authority. As such, this Preliminary Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by the Company and the JGC-BRLMs which would permit an issue of the Equity Shares or distribution of this Preliminary Placement Document in any jurisdiction, other than India, where action for that purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Preliminary Placement Document nor any other Issue-related materials in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). The Equity Shares are transferable only in accordance with the restrictions described in the section “Transfer Restrictions”. Subscriber of the Equity Shares will be deemed to make the representations set forth in the sections “Representations by Investors” and “Transfer Restrictions”. The distribution of this Preliminary Placement Document or the disclosure of its contents without the prior consent of the Company to any person, other than QIBs specified by the JGC-BRLMs or their representatives, and those retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing 1 restrictions and to make no copies of this Preliminary Placement Document or any documents referred to in this Preliminary Placement Document. The distribution of this Preliminary Placement Document and the issue of the Equity Shares may be restricted in certain jurisdictions by law. As such, this Preliminary Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by the Company and the JGC-BRLMs which would permit an offering of the Equity Shares or distribution of this Preliminary Placement Document in any jurisdiction, other than India, where action for that purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Preliminary Placement Document nor any offering material in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. In making an investment decision, investors must rely on their own examination of the Company and the terms of the Issue, including the merits and risks involved. Investors should not construe the contents of this Preliminary Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters concerning the Issue. In addition, neither the Company nor the JGC- BRLMs are making any representation to any offeree or subscriber of the Equity Shares regarding the legality of an investment in the Equity Shares by such offeree or subscriber under applicable legal, investment or similar laws or regulations. Each subscriber of the Equity Shares in the Issue is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in the Company under Indian law, including Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act, 2013, and that it is not prohibited by SEBI or any other statutory authority from buying, selling or dealing in the securities including the Equity Shares. Each subscriber of the Equity Shares in the Issue also acknowledges that it has been afforded an opportunity to request from the Company and review information relating to the Company and the Equity Shares. This Preliminary Placement Document contains summaries of certain terms of certain documents, these summaries are qualified in their entirety by the terms and conditions of such document. All references herein to “you” or “your” is to the prospective investors of the Issue. The information on the Company’s website, www.infoedge.in, any website directly and indirectly linked to the website of the Company or on the website of the JGC-BRLMs , does not constitute nor form part of this Preliminary Placement Document. NOTICE TO INVESTORS IN CERTAIN OTHER JURISDICTIONS For information in certain other jurisdictions see “Selling Restrictions” and “Transfer Restrictions”. 2 REPRESENTATIONS BY INVESTORS References herein to “you” or “your” is to the prospective investors in the Issue. By subscribing to any Equity Shares in the Issue, you are deemed to have represented, warranted, acknowledged and agreed with our Company and the JGC-BRLMs , as follows:  You are a QIB as defined in Regulation 2(1)(zd) of the SEBI Regulations and not excluded pursuant to Regulation 86 of the SEBI Regulations, having a valid and existing registration under applicable laws and regulations of India, and undertake to acquire, hold, manage or dispose of any Equity Shares that are Allocated to you for the purposes of your business in accordance with Chapter VIII of the SEBI Regulations and undertake to comply with the SEBI Regulations, the Companies Act and all other applicable laws, including any reporting obligations;  If you are not a resident of India, but are a QIB (other than a multilateral and bilateral development financial institution), you are an FII (including a sub-account other than a sub-account which is a foreign corporate or a foreign individual) or an Eligible FPI or an FVCI, and have a valid and existing registration with the SEBI under the applicable laws in India and you are eligible to invest in India under applicable laws, including the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA 20”) and any notifications, circulars or clarifications issued thereunder, and have not been prohibited by the SEBI or any other regulatory authority, from buying, selling or dealing in securities;  If you are Allotted any Equity Shares, you shall not, for a period of one year from the date of Allotment, sell the Equity Shares so acquired except on the Stock Exchanges (additional restrictions apply if you are within the United States, see “Selling Restrictions” and “Transfer Restrictions”);  You have made, or been deemed to have made, as applicable, the representations and warranties as set forth in “Selling Restrictions” and “Transfer Restrictions”;  You are aware that the Equity Shares have not been and will not be registered under the Companies Act, the SEBI Regulations or under any other law in force in India. This Preliminary Placement Document has not been reviewed, verified or approved by the SEBI, the RBI, the RoC, the Stock Exchanges or any other regulatory or listing authority and is intended only for use by QIBs. This Preliminary Placement Document has been filed with the Stock Exchanges for record purposes only and will be displayed on the websites of our Company and the Stock Exchanges. Our Company shall make the requisite filings with the RoC and the SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014;  You have fully observed the laws of all relevant jurisdictions that apply to you and obtained all such governmental and other consents in each case which may be required thereunder and complied with all necessary formalities;  You are entitled to subscribe for and acquire the Equity Shares under the laws of all the relevant jurisdictions that apply to you and that you have necessary capacity, have obtained all necessary consents, governmental or otherwise, and authorities and complied with all necessary formalities, to enable you to commit to participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorizations to agree to the terms set out or referred to in this Preliminary Placement Document), and will honor such obligations;  You understand that neither the Company nor any of the JGC-BRLMs or any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates are making any recommendations to you or advising you regarding the suitability of any transactions it may enter into in connection with the Issue and your participation in the Issue is on the basis that you are not, and will not, up to the Allotment, be a client of any of the JGC-BRLMs. Neither the JGC-BRLMs nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates have any duties or responsibilities to you for providing the protection afforded to their clients or customers or for providing advice in relation to the Issue and are not in any way acting in any fiduciary capacity; 3  You confirm that, either: (i) you have not participated in or attended any investor meetings or presentations by the Company or its agents (the “Company Presentations”) with regard to the Company or the Issue; or (ii) if you have participated in or attended any Company Presentations: (a) you understand and acknowledge that the JGC-BRLMs may not have knowledge of the statements that the Company or its agents may have made at such Company Presentations and are therefore unable to determine whether the information provided to you at such Company Presentations may have included any material misstatements or omissions, and, accordingly you acknowledge that the JGC-BRLMs have advised you not to rely in any way on any information that was provided to you at such Company Presentations, and (b) confirm that, to the best of your knowledge, you have not been provided any material information relating to the Company and the Issue that was not publicly available;  You are, at the time the Equity Shares are purchased, located outside of the United States (within the meaning of Regulation S) and you are not an affiliate of the Company or a person acting on behalf of such an affiliate;  You are purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S;  You understand that the Equity Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and accordingly, may not be offered or sold, subject to certain exceptions, within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act;  All statements other than statements of historical fact included in this Preliminary Placement Document, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’s business), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and environment in which the Company will operate in the future. You should not place undue reliance on forward-looking statements, which speak only as at the date of this Preliminary Placement Document. The Company assumes no responsibility to update any of the forward- looking statements contained in this Preliminary Placement Document;  You are aware and understand that the Equity Shares are being offered only to QIBs and are not being offered to the general public, and the Allotment of the same shall be on a discretionary basis;  You are aware that if you are Allotted more than 5% of the Equity Shares in the Issue, the Company shall be required to disclose your name and the number of the Equity Shares Allotted to you to the Stock Exchanges and the Stock Exchanges will make the same available on their website and you consent to such disclosures;  You have been provided a serially numbered copy of this Preliminary Placement Document and have read it in its entirety, including in particular, the section “Risk Factors”;  In making your investment decision, you have (i) relied on your own examination of the Group and the terms of the Issue, including the merits and risks involved, (ii) made your own assessment of the Group, the Equity Shares and the terms of the Issue based solely on the information contained in this Preliminary Placement Document and no other disclosure or representation by the Company or any other party, (iii) consulted your own independent counsel and advisors or otherwise have satisfied yourself concerning, without limitation, the effects of local laws, (iv) relied solely on the information contained in the Preliminary Placement Document and no other disclosure or representation by the Company or any other party, (v) received all information that you believe is necessary or appropriate in order to make an investment decision in respect of the Group and the Equity Shares, and (vi) relied upon your own investigation and resources in deciding to invest in the Issue;  Neither the JGC-BRLMs nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates have provided you with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the Equity Shares (including but not limited to the Issue and the use of the proceeds from the Equity Shares). You will obtain 4