Placement Document Not for Circulation Serial No: [●] USHER AGRO LIMITED (Incorporated in the Republic of India as a limited liability company with CIN number U01100MH1996PLC100380 under the Companies Act, 1956) Usher Agro Limited (“UAL” or the "Company") is issuing 1,07,96,800 Equity Shares of face value Rs.10/- each (the "Equity Shares") at a price of Rs. 92.62 per Equity Share including a premium of Rs. 82.62 per Equity Share, aggregating to Rs. 10,000 lacs (the "Issue"). ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED. THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR REGULATIONS”). THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE TO THE EQUITY SHARES OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) (AS DEFINED IN SEBI ICDR REGULATIONS). Invitations, offers and sales of Equity Shares in this Issue shall only be made pursuant to the Preliminary Placement Document, the Placement Document, the Bid cum Application Form and the Confirmation of Allocation Note. The distribution of this Placement Document or the disclosure of its contents without our Company's prior consent, to any person, other than QIBs and persons retained by QIBs to advise them with respect to their subscription of the Equity Shares being issued pursuant to this Issue, is unauthorized and prohibited. Each prospective QIB investor, by accepting delivery of this Placement Document agrees to observe the foregoing restrictions, and to make no copies of this Placement Document or any documents referred to in this Placement Document. For further details refer to chapter titled “Issue Procedure” of this Placement Document. This Placement Document has not been reviewed by the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) (NSE and BSE collectively referred to as the “Stock Exchanges”) or any other regulatory or listing authority and is intended only for use by QIBs. This Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India, and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer or an offer to any other class of investors in India or any other jurisdiction. The Issue of Equity Shares proposed to be made pursuant to this Placement Document is meant solely for QIBs on a private placement basis. The Equity Shares have not been approved or disapproved by SEBI or any other regulatory authority. Investments in equity and equity-related securities involve a degree of risk and prospective investors should not invest in this Issue unless they are prepared to take the risk of losing all or part of their investment. Prospective investors are advised to carefully read the chapter titled "Risk Factors" on page 31 of this Placement Document before making an investment decision in this Issue. Each prospective investor is advised to consult its advisors about the particular consequences to it of an investment in the Equity Shares being issued pursuant to this Placement Document. All of the Company’s outstanding Equity Shares are listed on the Stock Exchanges. Applications shall be made for the listing of the Equity Shares offered through this Placement Document on the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of the Company or the Equity Shares. Our Company, having made all reasonable enquiries, accepts responsibility for this Placement Document and confirms that this Placement Document contains all information with regard to our Company and the Issue, as required by Chapter VIII read together with Schedule XVIII of the SEBI ICDR Regulations. Our Company further confirms that the information contained in this Placement Document is true and correct in all material respects 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The information on our Company’s website or any website directly or indirectly linked to our Company’s website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites. YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of this Placement Document will be filed with the Stock Exchanges. A copy of the Placement Document will also be delivered to the SEBI for record purposes. THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY THE COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF THE EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and they may not be offered or sold within the United States or to, or for the benefit of U.S persons (as defined in Regulation S) under the U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. For further information, see chapters titled “Selling Restrictions” and “Transfer Restrictions” This Placement Document is dated November 29, 2010. JOINT GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS Edelweiss Capital Limited Rabo India Securities Private Limited IDBI Capital Market Services Limited TABLE OF CONTENTS Page NOTICE TO INVESTORS.........................................................................................................................1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA, CURRENCY OF PRESENTATION AND EXCHANGE RATES.........................................................................................8 FORWARD LOOKING STATEMENTS................................................................................................11 ENFORCEMENT OF CIVIL LIABILITIES..........................................................................................13 DEFINITIONS AND ABBREVIATIONS................................................................................................14 SUMMARY OF THE ISSUE....................................................................................................................18 SUMMARY OF INDUSTRY....................................................................................................................21 SUMMARY OF BUSINESS......................................................................................................................24 SUMMARY FINANCIAL INFORMATION...........................................................................................28 RISK FACTORS........................................................................................................................................31 MARKET PRICE INFORMATION........................................................................................................44 USE OF PROCEEDS.................................................................................................................................47 CAPITALISATION...................................................................................................................................48 DIVIDEND POLICY.................................................................................................................................49 RECENT DEVELOPMENTS...................................................................................................................50 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................................................................................................................53 INDUSTRY OVERVIEW..........................................................................................................................67 OUR BUSINESS.........................................................................................................................................77 REGULATIONS AND POLICIES...........................................................................................................89 BOARD OF DIRECTORS AND SENIOR MANAGEMENT................................................................95 ORGANISATIONAL STRUCTURE AND PRINCIPAL SHAREHOLDERS...................................103 ISSUE PROCEDURE..............................................................................................................................107 PLACEMENT..........................................................................................................................................117 SELLING RESTRICTIONS...................................................................................................................119 TRANSFER RESTRICTIONS...............................................................................................................122 INDIAN SECURITIES MARKET.........................................................................................................123 DESCRIPTION OF SHARES.................................................................................................................129 TAXATION..............................................................................................................................................136 LEGAL PROCEEDINGS........................................................................................................................146 INDEPENDENT ACCOUNTANTS.......................................................................................................147 GENERAL INFORMATION..................................................................................................................148 FINANCIAL STATEMENTS.................................................................................................................149 DECLARATION......................................................................................................................................177 NOTICE TO INVESTORS The Company has furnished and accepts full responsibility for the information contained in this Placement Document and confirms that, to its best knowledge and belief, having made all reasonable enquiries, this Placement Document contains all information with respect to our Company and the Equity Shares which is material in the context of this Issue. The statements contained in this Placement Document relating to our Company, its subsidiaries and the Equity Shares are, in material respects, true and accurate and not misleading, the opinions and intentions expressed in this Placement Document with regard to our Company, its subsidiaries 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 and the Equity Shares, the omission of which would, in the context of the Issue, make any statement in this 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. The Joint Global Coordinators and Book Running Lead Managers have not separately verified the information contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the Joint Global Coordinators and Book Running Lead Managers nor any of their shareholders, directors, officers, employees, counsel, representatives, agents or affiliates make any express or implied representation, warranty or undertaking, and no responsibility or liability is accepted by the Joint Global Coordinators and Book Running Lead Managers as to the accuracy or completeness of the information contained in this Placement Document or any other information supplied in connection with the Equity Shares proposed to be issued pursuant to this Issue. Each person receiving this Placement Document acknowledges that such person has not relied on the Joint Global Coordinators and Book Running Lead Managers or any of their shareholders, directors, officers, employees, counsel, representatives, agents or affiliates in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of our Company, its Subsidiaries and the merits and risks involved in investing in the Equity Shares. Prospective Investors should not construe the contents of this Placement Document as legal, tax, accounting or investment advice. No person is authorized to give any information or to make any representation not contained in this Placement Document and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of our Company or the Joint Global Coordinators and Book Running Lead Managers. The delivery of this Placement Document at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The Equity Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or the securities commission of any non-U.S. jurisdiction or any other U.S. or non U.S. regulatory authority. None of these authorities has passed on or endorsed the merits of this Issue or the accuracy or adequacy of this Placement Document. Any representation to the contrary is a criminal offence in the United States and may be a criminal offence in other jurisdictions. The distribution of this Placement Document and the Issue may be restricted by law in certain jurisdictions. As such, this 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 our Company or the Joint Global Coordinators and Book Running Lead Managers which would permit an offering of the Equity Shares or distribution of this Placement Document in any jurisdiction, other than India, where action for that purpose is required other than filing this Placement Document with the Stock Exchanges and obtaining their approval under the provisions of the Listing Agreement. Accordingly, the Equity Shares in this Issue may not be offered or sold, directly or indirectly, and neither this Placement Document nor any Issue material in connection with the Equity Shares issued pursuant to this Issue 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 particular, no action has been taken by us or the Joint Global Coordinators and Book Running Lead Managers which would permit an offering of the Equity Shares or distribution of this Placement Document in any jurisdiction, other than India, where action for that purpose is required. 1 In making an investment decision, investors must rely on their own examination of our Company and the terms of this Issue, including the merits and risks involved. Investors should not construe the contents of this 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 this Issue. In addition, neither our Company nor the Joint Global Coordinators and Book Running Lead Managers 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 this Issue is deemed to have acknowledged, represented and agreed that it is a QIB as defined under the SEBI ICDR Regulations and is eligible to invest in India and in our Company under Indian law, including Chapter VIII of the SEBI ICDR Regulations and that it is not prohibited by the SEBI or any other statutory, regulatory or judicial authority from buying, selling or dealing in securities. Each subscriber of Equity Shares in this Issue also acknowledges that it has been accorded an opportunity to request from our Company and review information relating to our Company and such Equity Shares. The information on our Company’s website www.usheragro.com, or on the website of the Joint Global Coordinators and Book Running Lead Managers does not constitute nor form a part of this Placement Document. This Placement Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by the terms and conditions of such documents. Representations by Investors The distribution of this Placement Document or the disclosure of its contents without our prior consent, to any person, other than QIBs (as defined in the SEBI ICDR Regulations) and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement Document agrees to observe restrictions contained in the Placement Document, and to make no copies of this Placement Document or any documents referred to in this Placement Document. All references to “you” in this section are to the prospective investors in the Issue. By subscribing to any of the Equity Shares under the Issue, you are deemed to have represented, warranted, acknowledged and agreed to us and the Joint Global Coordinators and Book Running Lead Managers as follows: • you (i) are a qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations; (ii) have a valid and existing registration under applicable laws of India (as applicable); and (iii) 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 ICDR Regulations; • if you are not a resident of India, but are a QIB, you are an FII or an FVCI and have a valid and existing registration with the SEBI under the applicable laws in India and that you are permitted by all applicable laws to acquire the Equity Shares; • you confirm that if allotted Equity Shares pursuant to the Issue, you shall not, for a period of one (1) year from the date of allotment, sell the Equity Shares so acquired other than on a recognized stock exchange. As per current regulations, any sale by way of a “bulk deal” or “block deal” in accordance with the procedures prescribed by SEBI and the relevant recognized stock exchange shall also be treated as a sale on a recognized stock exchange; • you are, and at the times the offer of Equity Shares was made to you and your buy order for the Equity Shares was originated you were, located outside the United States (within the meaning of Regulation S); • you are aware that, this Placement Document has not been verified or affirmed by the SEBI or the Stock Exchanges and will not be filed or registered with the Registrar of Companies and that this Placement Document has been filed with the Stock Exchanges for record purposes only and has been displayed on the websites of our Company and the Stock Exchanges; 2 • you are entitled to subscribe for the Equity Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained all such governmental and other consents in each case which may be required thereunder and complied with all necessary formalities and have obtained all necessary consents and authorities to enable you to commit to participation in the Issue and to perform your obligations in relation thereto (including, 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 the Placement Document), and will honor such obligations; • you are entitled to acquire the Equity Shares under the laws of all relevant jurisdictions and that you have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this 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 authorities to agree to the terms set out or referred to in this Placement Document) and will honour such obligations; • neither our Company nor the Joint Global Coordinators and Book Running Lead Managers nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates is making any recommendation to you, advising you regarding the suitability of any transactions they may enter into in connection with the Issue; your participation in the Issue is on the basis that you are not and will not be a client of either of the Joint Global Coordinators and Book Running Lead Managers and that the Joint Global Coordinators and Book Running Lead Managers nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates has any duty or responsibilities to you for providing the protection afforded to their clients or customers for providing advice in relation to the Issue; • you confirm that, either: (i) you have not participated in or attended any investor meetings or presentations by our Company or its agents (“Company Presentations”) with regard to our Company or the Issue, in the absence of the book runners; or (ii) if you have participated in or attended any Company Presentations: (a) you understand and acknowledge that the Joint Global Coordinators and Book Running Lead Managers may not have knowledge of the statements that our 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 Joint Global Coordinators and Book Running Lead Managers 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 that was not publicly available; • you are aware that if you are Allotted more than 5% of the Equity Shares in this Issue, our Company shall be required to disclose your name and the number of 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 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 Equity Shares shall be on a discretionary basis; • you have made, or been deemed to have made, as applicable, the representations set forth in the chapter titled “Transfer Restrictions”; • all statements other than statement of historical fact included in this Placement Document, including, without limitation, those regarding our financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to our products), 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 expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and environment in which we will operate in the future. You should not place undue reliance on forward looking statements, which speak only as at the date of this Placement Document. Our Company assumes no responsibility to update any of the forward-looking statements contained in this Placement Document; 3 • you have been provided a serially numbered copy of the Preliminary Placement Document and Placement Document and have read in its entirety including, in particular the chapter titled “Risk Factors”; • that in making your investment decision (i) you have relied on your own examination of our Company and the terms of the Issue, including the merits and risks involved, (ii) you have made your own assessment of our Company, the Equity Shares and the terms of the Issue, (iii) you have consulted your own independent advisors (including tax advisors) or otherwise have satisfied yourself concerning, without limitation, the effects of local laws and taxation matters, and (iv) you have relied solely on the information contained in this Placement Document and no other disclosure or representation by the Company or the Joint Global Coordinators and Book Running Lead Managers; and (v) you have received all information that you believe is necessary or appropriate in order to make an investment decision in respect of our Company and the Equity Shares; • you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Equity Shares and you and any accounts for which you are subscribing the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares, (ii) will not look to our Company, the Joint Global Coordinators and Book Running Lead Managers or their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Equity Shares; • the Joint Global Coordinators and Book Running Lead Managers have not provided you with any tax advice or otherwise made any representations regarding the tax consequences of the Equity Shares (including, but not limited, to the Issue and the use of the proceeds from the Equity Shares). You will obtain your own independent tax advice and will not rely on the Joint Global Coordinators and Book Running Lead Managers when evaluating the tax consequences in relation to the Equity Shares (including, but not limited to, the Issue and the use of the proceeds from the Equity Shares). You waive and agree not to assert any claim against the Joint Global Coordinators and Book Running Lead Managers with respect to the tax aspects of the Equity Shares or as a result of any tax audits by tax authorities, wherever situated; • that when you are acquiring the Equity Shares for one or more managed accounts, you represent and warrant that you are authorized in writing, by each such managed account to acquire the Equity Shares for each managed account and to make (and you hereby make) the representations, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “you” to include such accounts; • you are not a promoter and are not a person related to the promoters or to group companies of any of the promoters of our Company, either directly or indirectly and your bid does not directly or indirectly represent the promoter or promoter group or persons related to the promoters of our Company or to group companies of any of the promoters of our Company; • you have no rights under a shareholders’ agreement or voting agreement with the promoters or persons related to the promoters or to group companies of any of the promoters of our Company, no veto rights or right to appoint any nominee director on the Board of Directors of our Company other than such rights acquired in the capacity of a lender not holding any Equity Shares of our Company, the acquisition of which shall not deem you to be a promoter, a person related to the promoter or to group companies of any of the promoters of our Company; • you have no right to withdraw your bid after the Bid Closing Date; • you are eligible to bid and hold Equity Shares so allotted together with any Equity Shares held by you prior to the Issue. You further confirm that your holding upon the issue of the Equity Shares shall not exceed the level permissible as per any applicable regulation; 4 • the bids submitted by you would not eventually result in triggering a tender offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended (the “Takeover Code”); • to the best of your knowledge and belief together with other QIBs in the Issue that belong to the same group or are under common control as you, the allotment under the present Issue shall not exceed 50% of the Issue. For the purposes of this representation: a) the expression “belongs to the same group” shall be interpreted by applying the concept of “companies under the same group” as provided in sub-section (11) of Section 372 of the Companies Act; and b) “Control” shall have the same meaning as is assigned to it under Regulation 2 of the Takeover Code; • you shall not undertake any trade in the Equity Shares credited to your Depository Participant account until such time that the final listing and trading approval for the Equity Shares is issued by the Stock Exchanges; • you are aware that the application for in-principle approvals, under Clause 24(a) of the Listing Agreement, have been made to the Stock Exchanges and application for listing and trading for the Equity Shares shall be made after allotment of Equity Shares; • you are aware that applications shall be made to the Stock Exchanges after the Allotment of the Equity Shares in the Issue for approvals for listing and admission of the Equity Shares to trading on the Stock Exchanges’ market for listed securities and there can be no assurance that such approvals will be obtained on time or at all; • you are aware and understand that the Joint Global Coordinators and Book Running Lead Managers will have entered into a placement agreement with our Company (“Placement Agreement”) whereby the Joint Global Coordinators and Book Running Lead Managers have, subject to the satisfaction of certain conditions set out therein, undertaken to use this reasonable endeavors as agents of our Company to seek to procure subscriptions for the Equity Shares in the Issue; • that the contents of this Placement Document are exclusively the responsibility of our Company and that neither the Joint Global Coordinators and Book Running Lead Managers nor any person acting on their behalf has, or shall have, any liability for any information, representation or statement contained in this Placement Document or any information previously published by or on behalf of our Company and will not be liable for your decision to participate in the Issue based on any information, representation or statement contained in this Placement Document or otherwise. By accepting a participation in this Issue, you agree and confirm that you have neither received nor relied on any other information, representation, warranty or statement made by or on behalf of either of the Joint Global Coordinators and Book Running Lead Managers or our Company or any other person and neither the Joint Global Coordinators and Book Running Lead Managers, nor our Company or any other person will be liable for your decision to participate in the Issue based on any other information, representation, warranty or statement that you may have obtained or received; • that 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, as amended, and have not been prohibited by the SEBI or any other regulatory authority from buying, selling or dealing in securities; • that the only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the Equity Shares, is contained in this Placement Document, such information being all that you deem necessary to make an investment decision in respect of the Equity Shares and that you have neither received nor relied on any other information given or representations, warranties or statements made by the Joint Global Coordinators and Book Running Lead Managers or our Company and the Joint Global Coordinators and Book Running Lead Managers will not be liable for your decision to accept an invitation to participate in the Issue based on any other information, representation, warranty or statement; 5 • you understand that the Joint Global Coordinators and Book Running Lead Managers has no obligation to purchase or acquire all or any part of the Equity Shares purchased by you in the Issue or to support any losses directly or indirectly sustained or incurred by you for any reason whatsoever in connection with the Issue, including non-performance by our Company of any of its respective obligations or any breach of any representations or warranties by our Company, whether to you or otherwise; • you are purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 and 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 security Regulatory Authority or any State of the United States and accordingly may not be offered or sold within the United States except pursuant to an exemption from the registration requirement of the U.S. State Securities laws or in a transaction not subject to the registration requirements of the U.S. Securities Act. • you agree to indemnify and hold our Company and the Joint Global Coordinators and Book Running Lead Managers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements and agreements in this paragraph. You agree that the indemnity set forth in this section shall survive the resale of the Equity Shares by or on behalf of the managed accounts; • that each of the representations, warranties, acknowledgements and agreements set forth above shall continue to be true and accurate at all times up to and including the Allotment and listing and trading of the Equity Shares; • that our Company, the Joint Global Coordinators and Book Running Lead Managers, their respective affiliates and others will rely on the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements which are given to the Joint Global Coordinators and Book Running Lead Managers on their own behalf and on behalf of our Company and are irrevocable; • that you are a sophisticated investor who is seeking to purchase the Equity Shares for your own investment and not with a view to distribution. In particular, you acknowledge that (i) an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative investment, (ii) you have sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risk of the purchase of the Equity Shares, and (iii) you are experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions and have such knowledge and experience in financial, business and investments matters that you are capable of evaluating the merits and risks of your investment in the Equity Shares; and • any dispute arising in connection with this Issue will be governed by and construed in accordance with the laws of the Republic of India and the courts at Mumbai, India shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Placement Document and Placement Document. Off-Shore Derivative Instruments (P-Notes) Subject to compliance with all applicable Indian laws, rules, regulations and approvals in terms of Regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended (the “FII Regulations”), FIIs (as defined hereinafter), including FII affiliates of the Joint Global Coordinators and Book Running Lead Mangers may issue or otherwise deal in offshore derivative instruments such as participatory notes, equity-linked notes or any other similar instruments against Equity Shares allocated in the Issue (all such offshore derivative instruments are referred to herein as “P-Notes”), against underlying securities listed or proposed to be listed on any stock exchange in India only in favour of those entities which are regulated by appropriate foreign regulatory authorities in the countries of their incorporation or establishment and subject to compliance with “know your client” requirements. P-Notes may only be issued to entities which are regulated by appropriate foreign regulatory authorities, subject to compliance with “know your customer” requirements. An FII shall also ensure that no further issue or transfer of any instrument referred to above is made to any person other than such entities regulated by appropriate foreign regulatory authorities. P-Notes have not been and are not being offered or sold pursuant to this Placement Document. This Placement Document does not contain any information 6 concerning any P-Notes or the issuer(s) of any P-Notes, including, without limitation, any information regarding any risk factors relating thereto. In terms of the FII Regulations, as amended, with effect from May 22, 2008, no sub- account of an FII is permitted to, directly or indirectly, issue P-Notes. Any P-Notes that may be issued are not securities of our Company and do not constitute any obligations of, claim on, or interests in our Company. The Company has not participated in any offer of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P- Notes that may be offered are issued by, and are solely the obligations of, third parties that are unrelated to our Company. The Company and the Book Running Lead Mangers do not make any recommendation as to any investment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes. Any P- Notes that may be issued are not securities of the Book Running Lead Mangers and do not constitute any obligations of, or claim on the Book Running Lead Mangers. FII affiliates of the Book Running Lead Mangers may purchase, to the extent permissible under law, Equity Shares in the Issue, and may issue P-Notes in respect thereof. PROSPECTIVE INVESTORS INTERESTED IN PURCHASING ANY P-NOTES HAVE THE RESPONSIBILITY TO OBTAIN ADEQUATE DISCLOSURE AS TO THE ISSUER(S) OF SUCH P- NOTES AND THE TERMS AND CONDITIONS OF ANY SUCH P-NOTES FROM THE ISSUER(S) OF SUCH P-NOTES. NEITHER SEBI NOR ANY OTHER REGULATORY AUTHORITY HAS REVIEWED OR APPROVED ANY P-NOTES OR ANY DISCLOSURE RELATED THERETO. PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR OWN FINANCIAL, LEGAL, ACCOUNTING AND TAX ADVISORS REGARDING ANY CONTEMPLATED INVESTMENT IN P-NOTES, INCLUDING WHETHER P-NOTES ARE ISSUED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. DISCLAIMER CLAUSE OF THE STOCK EXCHANGES As required, a copy of the Preliminary Placement Document has been submitted to the Stock Exchanges. A copy of this Placement Document has been filed with the Stock Exchanges. The Stock Exchanges do not in any manner: 1. warrant, certify or endorse the correctness or completeness of any of the contents of this Placement Document; 2. warrant that our Company’s Equity Shares issued pursuant to this Issue will be listed or will continue to be listed on the Stock Exchanges; or 3. take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company, and it should not for any reason be deemed or construed to mean that this Placement Document has been cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquires any Equity Shares may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. 7