Draft Red Herring Prospectus Dated: August 3, 2018 Read with Section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue ELECTRA ACCUMULATORS LIMITED Our Company was originally incorporated as “Electra Accumulators Private Limited” at Ahmedabad, Gujarat as a Private Limited Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated May 26, 2009 bearing Corporate Identity Number U29100GJ2009PTC057053 issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Subsequently, our Company was converted into a Public Limited Company pursuant to special resolution passed at Extra-ordinary General Meeting of our Company held on February 24, 2018 and the name of our Company was changed to “Electra Accumulators Limited” vide a fresh certificate of incorporation issued by Assistant Registrar of Companies, Ahmedabad, Gujarat. The Corporate Identification Number of our Company is U29100GJ2009PLC057053. 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 [●] of this Draft Red Herring Prospectus. Registered Office: 19, Mahavir Nagar, N.H. No: 8, Vapi-396195, Gujarat, India Corporate Office: Office No.33-A, Vidhya Villa Compound, Old Nagardas Road, Andheri (East) Mumbai-400069, Maharashtra, India Tel. No.: 022-42247700; Fax No.: NA; E-mail: [email protected]; Website: www.electrabatteries.in Contact Person: Rashmi Chauhan, Company Secretary and Compliance Officer PROMOTERS OF OUR COMPANY: CHETAN SANGHVI AND BHAUMIK SANGHVI THE ISSUE INITIAL PUBLIC OFFER CONSISTING OF FRESH ISSUE OF UPTO 41,18,000* EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FULLY PAID FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE (THE “ISSUE PRICE”) (INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE) AGGREGATING UP TO RS. [●]** LAKHS (THE “ISSUE”), OF WHICH [●] EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●]/- PER EQUITY SHARE, AGGREGATING RS. [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●]/- PER EQUITY SHARE, AGGREGATING RS. [●] LAKHS IS HEREINAFTER REFERED 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. Our Company may consider issuing up to 5,88,000 Equity Shares on private placement basis for cash consideration aggregating up to Rs. 450.00 Lakhs, at its discretion in favor of such investors permissible under applicable laws, to be completed prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”) and the details of which, if completed, will be included in the Red Herring Prospectus. If the Pre-IPO Placement is completed, , the number of equity shares issued pursuant to Pre-IPO placement would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25 percent of the post issue paid up equity share capital being offered to the public. The Equity Shares allotted under the Pre-IPO Placement, if completed, shall be subject to a lock-in period of one (1) year from the date of Allotment pursuant to the Issue. 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 MANAGER (“BRLM”) AND WILL BE ADVERTISED IN [●] EDITION OF THE ENGLISH NATIONAL NEWSPAPER, [●] EDITION OF THE HINDI NATIONAL NEWSPAPER [●] AND IN THE 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 SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE”, REFERRED TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON THEIR 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 BRLM 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 [●] of this Draft Red Herring Prospectus. A copy of the Red Herring Prospectus/Prospectus will be delivered for registration to the Registrar as required under Section 32 and Section 26 of the Companies Act, 2013 respectively. 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”). FOR FURTHER DETAILS PLEASE REFER THE SECTION TITLED ‘ISSUE INFORMATION’ BEGINNING ON PAGE [●] OF THIS DRAFT RED HERRING PROSPECTUS. 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 through the Book Building Process, 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, Further, 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB 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. 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 the face value and the Cap Price is [●] times the face value. The Issue Price (determined and justified by our Company in consultation with the BRLM as stated in “Basis for Issue Price” on page [●] 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 entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the 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 not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page [●] of this Draft Red Herring Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, 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 this Draft Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (‘BSE’), 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 shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED 406-408, Keshava Premises, Behind Family Court, Bandra Kurla C-101, 1st Floor, 247 Park, L.B.S. Marg, Complex, Bandra East, Mumbai – 400 051, Maharashtra, India Vikhroli (West), Mumbai – 400 083, India Tel: +91-22 6194 6700; Fax: +91-22 2659 8690 Tel: +91 22 49186200; Fax: +91 22 4918 6195 Website:www.pantomathgroup.com Website: www.linkintime.co.in Email: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Contact Person: Hardik Bhuta / Unmesh Zagade Contact Person: Shanti Gopalkrishnan SEBI Registration No: INM000012110 SEBI Registration Number: INR000004058 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. Contents SECTION I – GENERAL .......................................................................................................................... 3 DEFINITION AND ABBREVIATION ................................................................................................... 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................................... 19 FORWARD LOOKING STATEMENT ............................................................................................. 21 SECTION II – RISK FACTORS ............................................................................................................. 22 SECTION III- INTRODUCTION ........................................................................................................... 48 SUMMARY OF INDUSTRY ................................................................................................................. 48 SUMMARY OF OUR BUSINESS ........................................................................................................ 69 SUMMARY OF FINANCIAL STATEMENTS .................................................................................... 86 THE ISSUE ............................................................................................................................................. 87 GENERAL INFORMATION ................................................................................................................. 89 CAPITAL STRUCTURE ..................................................................................................................... 101 OBJECT OF THE ISSUE ..................................................................................................................... 118 BASIS FOR ISSUE PRICE .................................................................................................................. 130 STATEMENT OF POSSIBLE TAX BENEFIT ................................................................................... 133 SECTION IV- ABOUT THE COMPANY ........................................................................................... 136 OUR INDUSTRY ................................................................................................................................. 136 OUR BUSINESS .................................................................................................................................. 169 KEY INDUSTRIES REGULATION AND POLICIES ....................................................................... 193 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................. 207 OUR MANAGEMENT ........................................................................................................................ 211 OUR PROMOTER AND PROMOTER GROUP ................................................................................ 226 OUR GROUP COMPANY ................................................................................................................... 231 RELATED PARTY TRANSACTIONS ............................................................................................... 237 DIVIDEND POLICY ............................................................................................................................ 238 SECTION V- FINANCIAL STATEMENTS ....................................................................................... 239 FINANCIAL STATMENTS AS RESTATED ..................................................................................... 239 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS ............................................................................................................... 240 FINANCIAL INDEBTEDNESS .......................................................................................................... 257 SECTION VI- LEGAL AND OTHER INFORMATION ................................................................... 267 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENT ............................................ 267 GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................... 279 OTHER REGULATORY AND STATUTORY DISCLOUSRES ....................................................... 291 SECTION VII- ISSUE INFORMATION ............................................................................................. 303 TERMS OF THE ISSUE ...................................................................................................................... 303 ISSUE STRUCUTRE ........................................................................................................................... 310 ISSUE PROCEDURE ........................................................................................................................... 315 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................... 370 SECTION VIII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................. 374 SECTION IX – OTHER INFORMATION .......................................................................................... 426 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................. 426 DECLARATION .................................................................................................................................. 428 1 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. 2 SECTION I – GENERAL DEFINITION AND ABBREVIATION 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 “Electra Accumulators Limited” Electra Accumulators Limited, a Public Limited Company or “ELECTRA” or “the incorporated under the Companies Act, 1956. Company”, or “our Company” or “we”, “us”, “our”, or “Issuer” or the “Issuer Company” AOA or Articles or Articles of The Articles of Association of our Company, as amended from Association time 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. Auditor or Statutory Auditor The statutory auditor of our Company, being M/s. Anil Bansal & Associates, Chartered Accountants. Bankers to the Company Such banks which are disclosed as bankers to our Company in the chapter titled “General Information” on page 89 of this Draft Red Herring Prospectus. Board of Directors/ the Board / The Board of Directors of our Company, as duly constituted our Board from time to time, including Committee(s) thereof. Company Secretary and The Company Secretary & Compliance Officer of our Compliance Officer Company being Rashmi Chauhan. Corporate Office Office No. 33-A Vidhya Villa Compound, Old Nagardas Road, Andheri (East), Mumbai-400069, Maharashtra, India Director(s) Director(s) of our Company, unless otherwise specified. Equity Shareholders Persons/ Entities holding Equity Shares of our Company. Equity Shares Equity Shares of our Company of face value of Rs. 10 each fully paid up unless otherwise specified in the context thereof. Group Companies Such Companies as are included in the chapter titled ‘Our Group Companies’ beginning on page 231 of this Draft Red Herring Prospectus. ISIN International Securities Identification Number, in this case being INE00V301010 Nomination and Remuneration The Nomination and Remuneration Committee which was Committee constituted on April 20, 2018 MOA / Memorandum / The Memorandum of Association of our Company, as amended Memorandum of Association from time to time. Peer Reviewed Auditor Independent Auditor having a valid Peer Review Certificate in our case being M/s. Anil Bansal & Associates, Chartered Accountants. Pre-IPO Placement Our Company may consider issuing up to 5,88,000 Equity Shares on a private placement basis for cash consideration aggregating up to Rs. 450 lakhs, at its discretion in favour of such investors permissible under applicable laws, to be completed prior to filing of the Red Herring Prospectus with the RoC (the “Pre-IPO Placement”) and the details of which, if completed, will be included in the Red Herring Prospectus. If the 3 Term Description Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2) (b) of SCRR. Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2(1)(zb) of the SEBI (ICDR) Regulations and as enlisted in the chapter titled “Our Promoter and Promoter Group” beginning on page 226 of this Draft Red Herring Prospectus. Promoters or our Promoters Promoters of our Company being Chetan Sanghvi and Bhaumik Sanghvi. Registered Office The Registered office of our Company situated 19, Mahavir Nagar, N. H. No: 8,Vapi, Gujarat, India, 396195 RoC / Registrar of Companies Registrar of Companies, ROC Bhavan, Rupal Park Society Behind Ankur Bus Stand, Ahmedabad, Gujarat, India 380013. you, your or yours Prospective investors in this Issue. ISSUE RELATED TERMS Term Description Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of the Bid. Allotment Advice Note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange. Allotment/ Allot/ Allotted Issue and allotment of Equity Shares of our Company pursuant to the Issue of the Equity Shares to successful Bidders. Allottee(s) Successful Bidders(s) to whom Equity Shares have been allotted/transferred. Allocation / Allocation of Equity The Allocation of Equity Shares of our Company pursuant to Shares Issue of Equity Shares to the successful applicants. ASBA / Application Supported An application, whether physical or electronic, used by Bidders, by Blocked Amount to make a Bid authorising an SCSB to block the Bid Amount in the ASBA Account. ASBA Account An account maintained with an SCSB and specified in the Bid cum Application Form submitted by Bidders for blocking the Bid Amount mentioned in the Bid cum Application Form. ASBA Application Location(s) / Locations at which ASBA Applications can be uploaded by the Specified Cities SCSBs, namely Mumbai, New Delhi, Chennai, Kolkata and Ahmedabad. ASBA form An application form, whether physical or electronic, used by Bidders which will be considered as the application for Allotment in terms of this Draft Red Herring Prospectus. Banker(s) to the Issue/ Public The banks which are clearing members and registered with SEBI Issue Bank(s) as Banker to an Issue with whom the Public Issue Account will be opened and in this case being []. Basis of Allotment The basis on which Equity Shares will be Allotted to the 4 Term Description successful Bidders under the Issue and which is described under chapter titled “Issue Procedure” beginning on page 315 of this Draft Red Herring Prospectus. Bid An indication to make an issue during the Bid/Issue Period by a Bidder 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 Collecting 1. a SCSB with whom the bank account to be blocked, is Intermediaries maintained 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) Bid cum Application form The form used by a Bidder, to make a Bid and which will be considered as the application for Allotment in terms of the Draft Red Herring Prospectus. Bid/ Issue Opening Date The date on which the Syndicate, the Designated Branches and the Registered Brokers shall start accepting Bids, which shall be notified in [●] edition of the English national newspaper [●], [●] edition of the Hindi national newspaper [●], and [●] edition of the [●] 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 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. Bidder Any prospective investor who makes a Bid pursuant to the terms 5 Term Description of the Draft Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied and includes an ASBA Bidder. Bid Lot [●] Equity shares and in multiples of [●] Equity Shares thereafter. Bid/ Issue Closing Date The date after which the Syndicate, the Designated Branches and the Registered Brokers will not accept any Bids, which shall be notified in [●] edition of the English national newspaper [●], [●] edition of the Hindi national newspaper [●], and [●] edition of the [●] newspaper [●], each with wide circulation and in case of any revision, the extended Bid/Issue Closing Date shall also be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations. Bidding/collecting Centre Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., 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. Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in terms of which the Issue is being made. Book Running Lead Manager or The Book Running Lead Manager to the Issue namely BRLM Pantomath Capital Advisors Private Limited, SEBI Registered Category I Merchant Banker. Broker Centres Broker centres notified by the Stock Exchanges, where the Bidders can submit the Bid cum application forms to a Registered Broker. The details of such broker centres, along with the names and contact details of the Registered Brokers, are available on the website of BSE Limited. BSE BSE Limited CAN or Confirmation of The note or advice or intimation sent to each successful Bidder Allocation Note indicating the Equity Shares which will be Allotted/ transferred, after approval of Basis of Allotment by the Designated Stock Exchange. 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 to be maintained with one of the Depositories in relation to demat account. Collecting Depository Participant A depository participant as defined under the Depositories Act, or CDP 1996, registered 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 Branch/Designated Such branch of the SCSBs which coordinate Applications under 6 Term Description Branch this Issue by the ASBA Applicants with the Registrar to the Issue and the Stock Exchanges and a list of which is available at http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time Cut-off Price Issue Price, which shall be any price within the Price Band finalised by our Company in consultation with the BRLM. Only Retail Individual Bidders are entitled to Bid at the Cut-Off Price. QIBs and Non Institutional Bidder are not entitled to Bid at the Cut-off Price. Demographic Details The demographic details of the Bidders/Applicants such as their address, PAN, occupation and bank account details. Depositories Depositories registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended from time to time, being NSDL and CDSL. Depository Participant A Depository Participant as defined under the Depositories Act, 1996. Designated Date The date on which the Collection Banks transfer funds from the public issue accounts, and the SCSBs issue instructions for transfer of funds from the ASBA Accounts, to the Public Issue Account or the Refund Account, as appropriate, in terms of the Red Herring Prospectus following which the Board of Directors may Allot Equity Shares to successful Bidders in the Fresh Issue may give delivery instructions for the transfer of the respective Offered Shares. Designated Intermediary(ies) Syndicate, Sub-Syndicate Members/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorized to collect ASBA Forms from the Bidders, in relation to the Issue. Designated RTA Locations Such centres of the RTAs where Bidder can submit the Bid cum Application Forms. The details of such Designated RTA Locations, along with the names and contact details of the RTAs are available on the respective websites of the Stock Exchange (www.bseindia.com) and updated from time to time Designated Stock Exchange BSE Limited Designated CDP Locations Such centres of the CDPs where Bidders can submit the Bid Cum Application 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. Draft Red Herring Prospectus or The Draft Red Herring Prospectus dated August 03, 2018 issued DRHP in accordance with Section 32 of the Companies Act, 2013 and filed with BSE Limited under SEBI (ICDR) Regulations. 7 Term Description Eligible NRIs NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom this Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein FII/ Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Investors Institutional Investors) Regulations, 1995, as amended) registered with SEBI under applicable laws in India. First/sole Bidder 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. Floor Price The lower 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 will be accepted. General Information The General Information Document for investing in public Document/GID issues prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI and included in “Issue Procedure” on page 315 of this Draft Red Herring Prospectus. Issue/ Issue Size/ Initial Public The Initial Public Issue of up to 41,18,000 Equity Shares of face Issue/ Initial Public Offer/ Initial value of Rs.10 each for cash at a price of Rs. [●] each, Public Offering/ IPO aggregating up to Rs.[●] comprising the Fresh Issue. Issue Agreement The agreement dated July 16, 2018 between our Company and the BRLM, 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 BRLM on the Pricing Date in accordance with the Book-Building Process and the Red Herring Prospectus. Issue Proceeds The proceeds of the Issue that is available to our Company. For further information about use of Issue Proceeds, see “Objects of the Issue” on page 118 of this Draft Red Herring Prospectus Listing Agreement The Equity Listing Agreement to be signed between our Company and BSE Limited. Market Making Agreement Market Making Agreement dated [●], 2018 between our Company, Book Running Lead Manager and Market Maker. Market Maker Market Maker appointed by our Company from time to time, in this case being Pantomath Stock Brokers 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 Reservation The Reserved Portion of up to [●] Equity Shares of face value of 8 Term Description Portion Rs. 10 each fully paid for cash at a price of Rs. [●] per Equity Share aggregating Rs. [●] for the Market Maker in this Issue. 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 [●] % of the QIB Portion i.e. [●] Equity Shares available for allocation to Mutual Funds, out of the QIB Portion. Net Issue The Issue (excluding the Market Maker Reservation Portion) of 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. [●] by our Company Net Proceeds The Issue Proceeds, less the Issue related expenses, received by the Company. 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. Non Institutional Bidders All Bidders, including Category III FPIs that are not QIBs or Retail Individual Investors, who have applied for Equity Shares for an amount of more than Rs. 2,00,000 but not including NRIs other than Eligible NRIs SME Platform of BSE Limited/ The SME Platform of BSE Limited, approved by SEBI as an SME Exchange SME Exchange for listing of equity shares offered under Chapter XB of the SEBI (ICDR) Regulations. Non-Resident A person resident outside India, as defined under FEMA and includes FIIs and FPIs OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or 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. Other Investors Investors other than Retail Individual Investors. These include individual bidders/ applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of the number of specified securities applied for. 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 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 of Rs. [●] per Equity Share (Floor Price) and the maximum price of Rs. [●] per Equity Share 9