DRAFT RED HERRING PROSPECTUS April 22, 2015 Please read Section 32 of the Companies Act, 2013 This Draft Red Herring Prospectus will be updated upon filing of the Red Herring Prospectus with the RoC Book Built Offer NUZIVEEDU SEEDS LIMITED Our Company was originally incorporated as a public limited company under the Companies Act, 1956, by a certificate of incorporation dated March 19, 2008 at New Delhi and a certificate of commencement of business dated April 9, 2008 from the Registrar of Companies, National Capital Territory of Delhi and Haryana, with the name “NSL Seeds Limited”. By a fresh certificate of incorporation on conversion to a private limited company, dated June 30, 2008 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, the name of our Company was changed to “NSL Seeds Private Limited”. Subsequently, by a fresh certificate of incorporation dated September 23, 2010 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, the name of our Company was further changed to “Nuziveedu Seeds Private Limited”. Our Company was converted into a public limited company pursuant to a special resolution passed by the Shareholders at an EGM on September 10, 2012 with the name “Nuziveedu Seeds Limited” and it received a fresh certificate of incorporation consequent upon change of name on conversion to a public limited company on September 18, 2012 from the Registrar of Companies, Andhra Pradesh. For details of changes to the registered office of our Company, please refer to the section titled “History and Certain Corporate Matters” on page 222 of this Draft Red Herring Prospectus. Corporate Identity Number: U74120TG2008PLC074583; Registered & Corporate Office: Survey No. 69, Kandlakoya, Gundla Pochampally Village, Medchal Mandal, Ranga Reddy District 501 401, Telangana, India. Tel: +91 (8418) 308 888; Fax: +91 (8418) 308 892, Website: www.nuziveeduseeds.com; Contact Person: Mr. N. Murali Krishna; Tel: +91 (8418) 308 888; Fax: +91 (8418) 308 892; E-mail: [email protected] PROMOTERS OF OUR COMPANY: MANDAVA HOLDINGS PRIVATE LIMITED AND MR. MANDAVA PRABHAKARA RAO INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF NUZIVEEDU SEEDS LIMITED (THE “ISSUER” OR THE “COMPANY”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE, AGGREGATING UP TO ` [●] MILLION CONSISTING OF A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING TO ` 1,250 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 9,891,221 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY MR. MANDAVA PRABHAKARA RAO (THE “PROMOTER SELLING SHAREHOLDER”) AND UP TO 1,978,245 EQUITY SHARES (“BLACKSTONE OFFERED SHARES”) AGGREGATING UP TO ` [●] MILLION BY BLACKSTONE GPV CAPITAL PARTNERS MAURITIUS V-C LIMITED (“BLACKSTONE” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “ISSUE”). THE ISSUE SHALL CONSTITUTE AT LEAST 10% OF THE FULLY DILUTED POST-ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY, BLACKSTONE AND THE PROMOTER SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“MANAGERS”), AND ADVERTISED IN [●] EDITIONS OF [●], [●] EDITIONS OF [●] AND [●] EDITIONS OF [●] (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND TELEGU NEWSPAPERS, TELEGU BEING THE REGIONAL LANGUAGE OF TELANGANA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “ICDR REGULATIONS”) AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES In case of revision in the Price Band, the Bid/Issue Period will be extended for a minimum of three additional Working Days after 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 NSE and the BSE, by issuing a press release, and also by indicating the change on the websites of the Managers and at the terminals of the Syndicate Members and Registered Brokers and by intimation to Self Certified Syndicate Banks (“SCSBs”). In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 41 of the ICDR Regulations, this is an offer for at least 10% of the post-Issue capital. The Issue is through the Book Building Process, in reliance of Regulation 26(2) of the ICDR Regulations, wherein at least 75% of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Provided that our Company, Blackstone and the Promoter Selling Shareholder, in consultation with the Managers, may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis out of which one-third shall be reserved for domestic Mutual Funds only 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 Net QIB Category. 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Category shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, all the application monies will be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not more than 10% of the Issue shall be available for allocation, in accordance with the ICDR Regulations, to Retail Individual Investors, subject to valid Bids being received at or above the Issue Price. All investors, other than Anchor Investors, can participate in the Issue through the Applications Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”). However, QIBs (excluding Anchor Investors) and Non-Institutional Investors are mandatorily required to submit their Bids by way of ASBA only. For details, see “Issue Procedure” on page 633 of this Draft Red Herring Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 each. The Floor Price is [●] times of the face value and the Cap Price is [●] times of the face value. The Issue Price is [●] times of the face value. The Issue Price (as has been determined by the Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, and justified as stated in the section “Basis for Issue Price” on page 145 of this Draft Red Herring Prospectus) 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 and / 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 the 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 the Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered 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 this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on page 27 of this Draft Red Herring Prospectus. COMPANY’S AND THE SELLING SHAREHOLDERS’ 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. The Promoter Selling Shareholder accepts responsibility only for statements made him in this Draft Red Herring Prospectus and confirms that this Draft Red Herring Prospectus contains all information about him as a Promoter Selling Shareholder and the Equity Shares offered by him in the Issue and that such statements are true and correct in all material respects and are not misleading in any material respect. Blackstone accepts responsibility only for statements specifically confirmed by it in this Draft Red Herring Prospectus to the extent of information pertaining to itself and the Blackstone Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on NSE and BSE. We have received in-principle approvals from NSE and BSE for listing of our Equity Shares pursuant to letters dated [●] and [●] respectively. For the purposes of the Issue, [●] shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Axis Capital Limited IDFC Securities Limited JM Financial Institutional Securities Limited J.P. Morgan India Private Limited Karvy Computershare Private Limited 1st Floor, Axis House C-2, Naman Chambers, C-32, G Block (formerly JM Financial Institutional J.P. Morgan Tower, Off C.S.T Road, Karvy Selenium Tower B, Plot 31-32, Wadia International Centre, Bandra Kurla Complex, Bandra (East) Securities Private Limited) Kalina Santacruz (E), Mumbai 400 098 Gachibowli, Financial District, Nanakramguda, P.B. Marg Worli, Mumbai 400 025 Mumbai 400 051, Maharashtra, India 7th Floor, Cnergy, Appasaheb Marathe Marg Maharashtra, India Hyderabad 500 032, Telangana, India Maharashtra, India Tel : +91 22 6622 2600 Prabhadevi, Mumbai 400 025. Telephone: +91 22 6157 3000 Telephone: +91 (40) 6716 2222 Telephone: + 91 (22) 4325 2183 Fax : +91 22 6622 2501 Maharashtra, India Facsimile: +91 22 6157 3911 Facsimile: + 91 (40) 2300 1153 Facsimile : +91 (22) 4325 3000 Email : [email protected] Telephone: + 91 (22) 6630 3030 Email ID: [email protected] Toll free number: 1800 3454 001 E-mail: [email protected] Investor Grievance Email: Facsimile: + 91 22 6630 3330 Website: www.jpmipl.com E-mail: [email protected] Website: www.axiscapital.co.in [email protected] Email: [email protected]; Website: www.jmfl.com Investor Grievance ID: Investor grievance ID: [email protected] Investor grievance ID: [email protected] Website: www.idfccapital.com Investor grievance ID: [email protected] [email protected] Website: www.karisma.karvy.com Contact person: Mr. Vivek Toshniwal Contact Person: Mr. Akshay Bhandari Contact person: Ms. Lakshmi Lakshmanan Contact Person: Ms. Prateeksha Runwal Contact person: Mr. Rakesh Santhalia SEBI registration number: INM000012029 SEBI registration No.: MB/INM000011336 SEBI registration number: INM000010361 SEBI registration number: INM000002970 SEBI registration number: INR000000221 BID/ISSUE PROGRAMME FOR ALL BIDDERS: BID/ISSUE OPENS ON: [●]* FOR QIBS: BID/ISSUE CLOSES ON: [●]** FOR RETAIL AND NON-INSTITUTIONAL INVESTORS BID/ISSUE CLOSES ON [●] *Our Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, may consider participation by Anchor Investors in accordance with the ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Issue Opening Date. ** Our Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, may decide to close the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations. THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 4  PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA.................................................. 21  FORWARD-LOOKING STATEMENTS .......................................................................................................... 25  RISK FACTORS ................................................................................................................................................... 27  SUMMARY OF OUR BUSINESS ...................................................................................................................... 77  SUMMARY OF INDUSTRY ............................................................................................................................... 88  SUMMARY FINANCIAL INFORMATION .................................................................................................... 92  THE ISSUE .......................................................................................................................................................... 106  GENERAL INFORMATION ............................................................................................................................ 108  CAPITAL STRUCTURE ................................................................................................................................... 121  OBJECTS OF THE ISSUE ................................................................................................................................ 138  BASIS FOR ISSUE PRICE ............................................................................................................................... 145  STATEMENT OF TAX BENEFITS ................................................................................................................ 149  INDUSTRY .......................................................................................................................................................... 158  BUSINESS ............................................................................................................................................................ 184  REGULATIONS AND POLICIES IN INDIA ................................................................................................ 214  HISTORY & CERTAIN CORPORATE MATTERS .................................................................................... 222  OUR MANAGEMENT ...................................................................................................................................... 243  OUR PROMOTERS AND GROUP COMPANIES ........................................................................................ 267  DIVIDEND POLICY .......................................................................................................................................... 390  FINANCIAL STATEMENTS ........................................................................................................................... 391  FINANCIAL INDEBTEDNESS ........................................................................................................................ 392  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................................... 442  OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................... 469  GOVERNMENT AND OTHER APPROVALS .............................................................................................. 581  OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 602  TERMS OF THE ISSUE .................................................................................................................................... 623  RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................... 626  ISSUE STRUCTURE ......................................................................................................................................... 628  ISSUE PROCEDURE ......................................................................................................................................... 633  MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION ............................................................... 688  MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................... 787  DECLARATION ................................................................................................................................................. 790  3 DEFINITIONS AND ABBREVIATIONS Unless the context otherwise implies or requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith. References to statutes, rules, regulations, guidelines and policies will, unless the context otherwise requires, be deemed to include all amendments, modifications and replacements notified thereto as of the date of this Draft Red Herring Prospectus. Company and Selling Shareholder related terms Term Description “Company”, “our Nuziveedu Seeds Limited, a public limited company incorporated under the Company” “Nuziveedu Companies Act, 1956 and having its registered office at Survey No. 69, Seeds Limited”, “NSL” or Kandlakoya, Gundla Pochampally Village, Medchal Mandal, Ranga Reddy “Issuer”. District 501 401, Telangana, India. “we”, “us”, or “our” Unless the context otherwise requires or implies, Nuziveedu Seeds Limited, its Subsidiaries and its Associates, on a consolidated basis. AAGL Asian Agri Genetics Limited Ambient Infratech Ambient Infratech Private Limited. Apple Avenue Apple Avenue Private Limited. APSCDRC Andhra Pradesh State Consumer Disputes Redressal Commission. “Articles”/ “Articles of The articles of association of our Company, as amended. Association” Associates Swadeshi Bio-technics Limited and Swarnabharat Bio-technics Private Limited. “Auditors” or “Statutory BSR & Associates LLP, Chartered Accountants. Auditor” BCOW Act Building and Other Construction Works Welfare Cess Act, 1996. Blackstone BLACKSTONE GPV CAPITAL PARTNERS MAURITIUS V-C LTD. Blackstone Investment Share subscription and shareholders’ agreement, entered into amongst our Agreement Company, Mandava Prabhakara Rao, Mandava Asha Priya, Mr. Mandava Venkatram Chowdary, M. Srinivas Rao, Nelluri Bapuji, Savaram Saisubba Rao, Aala Veera Venkata Sivaprasad, Yasangi Madhu Babu and Gowrneni Seshu Kumar, and Blackstone, dated August 18, 2010, as amended by the deed of adherence dated November 24, 2011 executed by Mandava Holdings Private Limited, the letter of amendment issued by the Company, Mandava Prabhakara Rao and Mandava Asha Priya to Blackstone dated June 20, 2012, the adherence and amendment agreement entered into by the Company, the Promoters, Gooddeal Developers Private Limited, Portrait Properties Private Limited, Mandava Asha Priya, M. Venkatram Chowdary, M. Srinivas Rao and Blackstone dated January 16, 2013, the amendment agreement entered into by the Company, the Promoters, Mandava Asha Priya, M. Srinivas Rao, M. Venkatram Chowdary and Blackstone dated January 2, 2014 and the amendment and termination agreement entered into by the Company, the Promoters, Mandava Asha Priya, M. Srinivas Rao, M. Venkatram Chowdary, B. Aishwarya and Blackstone dated April 22, 2015. Board/Board of Directors The board of directors of our Company, as constituted from time to time including any committees thereof. - 4 - Term Description Cozy Properties Cozy Properties Private Limited. Director(s) Director(s) on the Board of our Company, as appointed from time to time. Dream Land Avenues Dream Land Avenues Private Limited. Equity Shares Equity shares of our Company of face value of ` 10 each. Executive Director An executive Director. FHSL Fortune Hybrid Seeds Limited. GAIL Global Agrigenetics (India) Private Limited. Group Companies Companies, firms and ventures promoted by our Promoters, irrespective of whether such entities are covered under Section 370(1)(B) of the Companies Act, 1956, and disclosed in the section titled “Our Promoters and Group Companies” on page 270 of this Draft Red Herring Prospectus. Highend Properties Highend Properties Private Limited. Independent Director A non-executive, independent Director as per the Companies Act, 2013 and Clause 49 of the Listing Agreement. JRPIPL Jubilee Real Projects (India) Private Limited. “KMP” / “Key Officers of our Company vested with executive powers and officers at the level Management Personnel” immediately below the Board including any other person so declared by our Company, as defined in terms of Regulation 2(1)(s) of the ICDR Regulations and as disclosed in the section titled “Our Management” on page 262 of this Draft Red Herring Prospectus. Lead Bank Canara Bank. “Memorandum” / The memorandum of association of our Company, as amended. “Memorandum of Association” Non-Executive Director A non-executive, non-independent Director as per the Companies Act, 2013 and the Listing Agreement. NRPPL NSL Renewable Power Private Limited. NSI PT Nuziveedu Seeds Indonesia. NSL Nagapatnam NSL Nagapatnam Power and Infratech Limited. NSL Properties NSL Properties Private Limited. NSL SEZ NSL SEZ (Hyderabad) Private Limited. NSL Sugars Tungabhadra NSL Sugars (Tungabhadra) Limited. NSL Sugars NSL Sugars Limited. NSL Textiles NSL Textiles Limited. NSL Tidong NSL Tidong Power Generation Private Limited. PABL Prabhat Agri Biotech Limited. - 5 - Term Description PSPL Pravardhan Seeds Private Limited. Preference Shares Compulsorily convertible cumulative preference shares of our Company of par value of ` 1,000 each. Promoters Mandava Holdings Private Limited and Mr. Mandava Prabhakara Rao. Promoter Group Such persons and entities which constitute the promoter group of our Company pursuant to Regulation 2 (1)(zb) of the ICDR Regulations. Promoter Selling Mandava Prabhakara Rao. Shareholder Regen Powertech Regen Powertech Private Limited. RISPL ReGen Infrastructure and Services Private Limited (formerly known as Renewable Energy Generation Private Limited). Registered & Corporate Survey No. 69, Kandlakoya, Gundla Pochampally Village, Medchal Mandal, Office Ranga Reddy District 501 401, Telangana, India. Restated Consolidated The consolidated financial information examined in accordance with the Financial Information generally accepted auditing standards in India of our Company, Subsidiaries and Associates as of and for each of the financial years ended March 31, 2011, 2012, 2013 and 2014 and the nine month period ended December 31, 2014, restated in accordance with the requirements of the Companies Act, 2013, and the ICDR Regulations together with the schedules and notes thereto. The Restated Consolidated Financial Information comprise summary consolidated statements of profit and losses, assets and liabilities and cash flows and other consolidated financial information as of and for each of the financial years ended March 31, 2011, 2012, 2013 and 2014 and the nine month period ended December 31, 2014. Restated Standalone The standalone financial information examined in accordance with the generally Financial Information accepted auditing standards in India of our Company as of and for each of the financial years ended March 31, 2010, 2011, 2012, 2013 and 2014 and the nine month period ended December 31, 2014, restated in accordance with the requirements of the Companies Act, 2013, and the ICDR Regulations together with the schedules and notes thereto. The Restated Standalone Financial Information comprise summary consolidated statements of profit and losses, assets and liabilities and cash flows and other standalone financial information as of and for each of the financial years ended March 31, 2010, 2011, 2012, 2013 and 2014 and the nine month period ended December 31, 2014. Restated Financial Restated Consolidated Financial Information and Restated Standalone Financial Information Information collectively. RoC Registrar of Companies, Andhra Pradesh & Telangana. Scheme of Arrangement Scheme of arrangement between our Company, Nuziveedu Seeds Private 2010 Limited (presently known as NSL Renewable Power Private Limited), Mandava Holdings Private Limited, NSL Properties Private Limited, NSL SEZ (Chennai) Private Limited, Ascendant Estates Private Limited and their respective shareholders and creditors with effect from April 1, 2010. Scheme of Arrangement Scheme of arrangement between our Company, NSL Fertiliser Ventures Private 2013 Limited and their respective shareholders with effect from July 1, 2013. - 6 - Term Description Shared Assets and A shared assets and services agreement entered into between our Company and Services Agreement Mandava Holdings Private Limited dated November 29, 2011 SBL Swadeshi Bio-Technics Limited. SBPL Swarnabharat Bio-Technics Private Limited. Selling Shareholders The Promoter Selling Shareholder and Blackstone “Subsidiary” / A subsidiary of the Company as of the date of this Draft Red Herring Prospectus, “Subsidiaries” in accordance with the Companies Act, 2013, and as set out in “History and Certain Corporate Matters” on page 234 of this Draft Red Herring Prospectus. Sub-License Agreement A sublicensing agreement entered into between our Company with MMBL on February 21, 2004. Trademark Sub-licence Trademark sub-licence agreement entered into between our Company with Agreement MMBL executed on March 10, 2015 Trait Agreement A trait introgression research agreement entered into between our Company had entered into with Monsanto Holdings Private Limited and Mahyco Monsanto Biotech (India) Limited on February 2, 2011. Vantage Call Option A call option agreement entered into between our Company, Mr. Mandava Agreement Prabhakara Rao and Vantage Quest (Mauritius) Limited dated November 1, 2010 as amended from time to time YSPL Yaaganti Seeds Private Limited. Issue Related Terms Term Description “Allotment” / “Allot” / Unless the context otherwise requires, the allotment of Equity Shares to successful “Allotted” Bidders pursuant to the Fresh Issue and the transfer of Equity Shares to successful Bidders pursuant to the Offer for Sale. Allottee A successful Bidder to whom the Equity Shares are Allotted. Allotment Advice The 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 in accordance with the ICDR Regulations. Anchor Investor Bidding The day, one Working Day prior to the Bid/Issue Opening Date, on which Bids by Date Anchor Investors shall be submitted, prior to and after which the Managers will not accept any Bids, and allocation to Anchor Investors shall be completed. Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors in Allocation Price terms of the Red Herring Prospectus and the Prospectus, which will be decided by our Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers on the Anchor Investor Bidding Date. Anchor Investor Issue The final price at which Equity Shares will be Allotted to Anchor Investors in Price terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor - 7 - Term Description Investor Issue Price will be decided by the Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers. Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company, in consultation with the Managers, to Anchor Investors on a discretionary basis in accordance with the ICDR Regulations, out of 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. “Applications Supported An application, whether physical or electronic, used by ASBA Bidders to make a by Blocked Amount” / Bid authorising an SCSB to block the Bid Amount in the ASBA Accounts. “ASBA” ASBA Account An account maintained with an SCSB and specified in the Bid cum Application Form submitted by an ASBA Bidder, which will be blocked by such SCSB to the extent of the Bid Amount specified by an ASBA Bidder. ASBA Bidder Any Bidder, other than an Anchor Investor, who Bids through ASBA in accordance with the terms of the Red Herring Prospectus and the Bid cum Application Form. Axis Axis Capital Limited Basis of Allotment The basis on which the Equity Shares will be Allotted, as described in “Issue Procedure – Allotment Procedure and Basis of Allotment” on page 677 of this Draft Red Herring Prospectus. Bid An indication to make an offer during the Bid/Issue Period by a Bidder (other than an Anchor Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to the submission of a Bid cum Application Form, to purchase, the Equity Shares at a price within the Price Band, including all revisions thereto, in terms of the Red Herring Prospectus and the Bid cum Application Form, and the term “Bidding” shall be construed accordingly. Bid Amount In relation to each Bid shall mean the highest value of the Bid indicated in the Bid cum Application Form and payable by the Bidder upon submission of the Bid in the Issue. Bid/Issue Closing Date Except in relation to Bids received from the Anchor Investors, [●], the date after which the Syndicate, the SCSBs and the Registered Brokers will not accept any Bids, which shall also be notified in [●], an English national newspaper, [●], a Hindi national newspaper and [●] a Telegu daily newspaper (Telegu being the regional language of Telangana, where our Registered Office is located), each with wide circulation and in case of any revision, the extended Bid/Issue Closing Date, also to be notified to the Stock Exchanges by issuing a press release and also indicating the change on the websites of the Managers and at the terminals of the Syndicate Members and the Registered Brokers and by intimation to the SCSBs. The Company, Blackstone, and the Promoter Selling Shareholder, in consultation with the Managers, may consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the ICDR Regulations. Bid/Issue Opening Date Except in relation to Bids received from the Anchor Investors, [●], the date on which the Syndicate, the SCSBs and the Registered Brokers, as applicable, shall start accepting Bids for the Issue, which shall also be notified in [●], an English national newspaper, [●], a Hindi national newspaper and [●], a Telegu daily - 8 - Term Description newspaper (Telegu being the regional language of Telangana, where our Registered Office is located), each with wide circulation. Bid/Issue Period Except in relation to Bids received from the Anchor Investors, the period from and including the Bid/Issue Opening Date to and including the Bid/Issue Closing Date during which Bidders can submit their Bids, including any revisions thereto. The Bid/Issue Period will comprise Working Days only. Bid Lot [●] Equity Shares. Bid cum Application The form used by a Bidder, including an ASBA Bidder, to make a Bid and which Form will be considered as the application for Allotment for the purposes of the Red Herring Prospectus and the Prospectus. Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form. Unless, otherwise stated or implied, the term “Bidder” shall be deemed to include an ASBA Bidder and an Anchor Investor. Broker Centre Broker centres notified by the Stock Exchanges where Bidders can submit the Bid cum Application Forms to a Registered Broker and details of which are available on the websites of the stock exchanges. Book Building Process The book building process as described in Part A, Schedule XI of the ICDR Regulations, in terms of which the Issue is being made. Cap Price The higher end of the Price Band, i.e. ` [●], above which the Issue Price and the Anchor Investor Issue Price will not be finalised and above which no Bids will be accepted. “CAN” or “Confirmation The note or advice or intimation sent to each successful Bidder/Applicant of Allocation Note” indicating the Equity Shares which may be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange. CARE April Report “Report on Indian Seeds Industry”, April 3, 2015 by CARE Controlling Branches Such branches of the SCSBs which coordinate Bids with the members of the Syndicate, Registrar to the Issue and the Stock Exchanges, a list of which is available on the website of the SEBI at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized-Intermediaries and updated from time to time, and at such other websites as may be prescribed by SEBI from time to time. Cut-off Price The Issue Price, as finalised by the Company, Blackstone and the Promoter Selling Shareholder in consultation with the Managers, which shall be any price within the Price Band. Only Retail Individual Investors whose Bid Amount does not exceed ` 200,000 are entitled to Bid at the Cut-off Price. No other category of Bidders is entitled to Bid at the Cut-off Price. Demographic Details The demographic details of the Bidders such as their respective addresses, occupation, PAN, MICR Code and bank account details. Designated Branches Such branches of the SCSBs with which an ASBA Bidder, not Bidding through Syndicate/ Sub Syndicate or through a Registered Broker, may submit the Bid cum Application Forms, a list of which is available on the website of the SEBI at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized-Intermediaries and updated from time to time, and at such other websites as may be prescribed by SEBI from time to time. - 9 - Term Description Designated Date The date on which funds are transferred from the Escrow Account to the Public Issue Account or the Refund Account, as appropriate, or the funds blocked by the SCSBs are transferred from the ASBA Accounts to the Public Issue Account, as the case may be. Designated Stock [●]. Exchange Draft Red Herring This draft red herring prospectus dated April 22, 2015, issued in accordance with Prospectus the ICDR Regulations, which does not contain complete particulars of the Issue, including the price at which the Equity Shares will be Allotted. Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer / invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered thereby. Eligible NRIs NRIs from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered thereby. Escrow Accounts Accounts opened with the Escrow Collection Bank(s) and in whose favour the Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid. Escrow Agreement The agreement to be entered into amongst our Company, the Registrar to the Issue, the Managers, the Syndicate Members, Blackstone, the Promoter Selling Shareholder, the Escrow Collection Bank(s), the Public Issue Account Bank(s), and the Refund Bank(s) for collection of the Bid Amounts and, where applicable, refunds of the amounts collected on the terms and conditions thereof. Escrow Collection The banks which are clearing members and registered with SEBI under the BTI Bank(s) Regulations, with whom the Escrow Account(s) will be opened, being [●]. First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form. Floor Price The lower end of the Price Band, i.e. ` [●], at or above which the Issue Price and the Anchor Investor Issue Price will be finalised and below which no Bids, will be accepted. Fresh Issue The issue of [●] Equity Shares aggregating to ` 1,250 million by the Company offered for subscription pursuant to the Red Herring Prospectus. General Information The General Information Document for investing in public issues prepared and Document issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI, suitably modified and included in “Issue Procedure” on page 650 of this Draft Red Herring Prospectus. IDFC IDFC Securities Limited. Issue Initial public offering of up to [●] Equity Shares for cash at a price of ` [●] per Equity Share (including a share premium of ` [●] per Equity Share), aggregating up to ` [●] million consisting of a fresh issue of [●] Equity Shares aggregating to ` 1,250 million and an offer for sale of up to 9,891,221 Equity Shares aggregating up to ` [●] million by the Promoter Selling Shareholder and up to 1,978,245 Equity Shares aggregating up to ` [●] million by Blackstone, pursuant to the terms of the Red Herring Prospectus. - 10 -