atria convergence technologies limited company and promoter selling shareholders may in consultation...
TRANSCRIPT
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DRAFT RED HERRING PROSPECTUS
Dated: March 24, 2018 (The Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
ATRIA CONVERGENCE TECHNOLOGIES LIMITED Our Company was incorporated as Atria Convergence Technologies Private Limited on June 16, 2000 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. Our
Company was converted into a public limited company consequent to a special resolution passed by our Shareholders at the extraordinary general meeting held on January 31, 2018 and the name of our
Company was changed to Atria Convergence Technologies Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued on March 5, 2018. For details of
the change in the name and registered office of our Company, see History and Certain Corporate Matters on page 149.
Registered and Corporate Office: 2nd & 3rd Floor, No.1, Indian Express Building, Queens Road, Bengaluru 560 001, Karnataka, India
Contact Person: Jithesh Chathambil, Company Secretary and Compliance Officer; Tel: +91 80 4288 4288; Fax: +91 80 4288 4200
E-mail: [email protected]; Website: www.actcorp.in
Corporate Identification Number: U72900KA2000PLC027290
OUR PROMOTERS: ARGAN (MAURITIUS) LIMITED AND TA FVCI INVESTORS LIMITED
INITIAL PUBLIC OFFER OF UP TO [] EQUITY SHARES OF FACE VALUE OF `10 EACH (EQUITY SHARES) OF ATRIA CONVERGENCE TECHNOLOGIES LIMITED (COMPANY OR ISSUER)
FOR CASH AT A PRICE OF `[] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[] PER EQUITY SHARE) (OFFER PRICE) AGGREGATING UP TO `[] MILLION (OFFER)
COMPRISING A FRESH ISSUE OF UP TO [] EQUITY SHARES AGGREGATING UP TO 8,000 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 6,018,323 EQUITY SHARES BY ARGAN (MAURITIUS) LIMITED (ARGAN); UP TO 3,978,292 EQUITY SHARES BY TA FVCI INVESTORS LIMITED (TA), (COLLECTIVELY, THE PROMOTER SELLING SHAREHOLDERS); AND UP TO
354,461 EQUITY SHARES BY THE OTHER SELLING SHAREHOLDERS (AS DEFINED HEREUNDER), AGGREGATING UP TO `[] MILLION (OFFER FOR SALE). THE OFFER INCLUDES A
RESERVATION OF UP TO [] EQUITY SHARES, AGGREGATING UP TO `[] MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREUNDER) NOT EXCEEDING 5% OF
OUR POST-OFFER PAID UP EQUITY SHARE CAPITAL (THE EMPLOYEE RESERVATION PORTION). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER
REFERRED TO AS THE NET OFFER. THE OFFER AND THE NET OFFER SHALL CONSTITUTE []% AND []%, RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF
OUR COMPANY. OUR COMPANY AND PROMOTER SELLING SHAREHOLDERS MAY IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS
(GCBRLMS) AND BOOK RUNNING LEAD MANAGER (BRLM AND TOGETHER WITH THE GCBRLMS, THE MANAGERS), OFFER A DISCOUNT TO RETAIL INDIVIDUAL BIDDERS (RETAIL
DISCOUNT) AND TO THE ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (THE EMPLOYEE DISCOUNT) IN ACCORDANCE WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED, (THE SEBI ICDR REGULATIONS).
THE FACE VALUE OF THE EQUITY SHARES IS `10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE PROMOTER SELLING
SHAREHOLDERS IN CONSULTATION WITH THE MANAGERS, AND WILL BE ADVERTISED IN [] EDITIONS OF [], [] EDITIONS OF [] AND [] EDITIONS OF [] (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND KANNADA NEWSPAPERS, KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS
LOCATED), AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (BSE) AND THE NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (NSE, AND TOGETHER WITH BSE, THE STOCK EXCHANGES) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.*
* Retail Discount of [] to the Offer Price may be offered to Retail Individual Bidders and an Employee Discount of `[] to the Offer Price may be offered to the Eligible Employees bidding in the Employee Reservation Portion.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, 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 by intimation to the Designated Intermediaries.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR). The Offer is being made in accordance with Regulation 26(1) of the SEBI ICDR
Regulations, through the Book Building Process wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs), provided that our Company
and the Promoter Selling Shareholders in consultation with the Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations,
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 Offer Price, in accordance with the
SEBI ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, are required to mandatorily utilise
the Application Supported by Blocked Amount (ASBA) process providing details of their respective bank accounts which will be blocked by the Self Certified Syndicate Banks (SCSBs). For details, see
Offer Procedure on page 455.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue 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 and the Floor Price is [] times the face
value and the Cap Price is [] times the face value. The Offer Price (determined and justified by our Company and the Promoter Selling Shareholders in consultation with the Managers as stated under Basis
for Offer Price on page 110) 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 the Offer 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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer,
including the risks involved. The Equity Shares in the Offer 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 contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page 18.
ISSUERS AND 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 Offer, which is
material in the context of the Offer, 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 or inclusion 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. Further, the Selling Shareholders severally accept responsibility that this Draft Red Herring Prospectus contains all information
about them as Selling Shareholders in the context of the Offer for Sale and their portion of the Offered Shares and further severally assume responsibility for statements in relation to them included in this Draft
Red Herring Prospectus and the Offered Shares and that such statements are true and correct in all material respects and not misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received an in-principle approval from the BSE and the NSE for the listing
of the Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be []. A signed copy of the Red Herring Prospectus and the Prospectus
shall be delivered for registration to the Registrar of Companies, Karnataka at Bengaluru in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and
documents, which will be made available for inspection from the date of the Red Herring Prospectus up to Bid/Offer Closing Date, see Material Contracts and Documents for Inspection on page 603.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
ICICI Securities Limited ICICI Center
H.T. Parekh Marg
Churchgate
Mumbai 400 020
Maharashtra, India
Tel: +91 22 2288 2460
Fax: +91 22 2282 6580
E-mail: [email protected]
Investor grievance email:
Website: www.icicisecurities.com
Contact Person: Arjun A Mehrotra/ Rishi Tiwari/ Anurag Byas
SEBI Registration No.: INM000011179
Citigroup Global Markets India Private
Limited 1202, 12th Floor, First International
Financial Center, C-54 & 55, G-Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 098 Maharashtra, India
Tel: +91 22 6175 9999
Fax: +91 22 6175 9961
E-mail: [email protected]
Investor grievance e-mail:
Website:www.online.citibank.co.in/rhtm/cit
igroupglobalscreen1.htm Contact Person: Lakshay Manchanda
SEBI Registration No.: INM000010718
J.P. Morgan India Private Limited J.P. Morgan Tower
Off. C.S.T. Road
Kalina
Santacruz (East)
Mumbai 400 098
Maharashtra, India
Tel: +91 22 6157 3000
Fax: +91 22 6157 3911
E-mail: [email protected]
Investor grievance e-mail:
Website:www.jpmipl.com Contact person: Prateeksha Runwal
SEBI Registration No.: INM000002970
HDFC Bank Limited Investment Banking Group
Unit No 401& 402, 4th floor
Tower B, Peninsula Business Park
Lower Parel
Mumbai 400 013
Maharashtra, India
Tel: +91 22 3395 8021
Fax: +91 22 3078 8584
E-mail: [email protected]
Investor Grievance E-mail:
Website: www.hdfcbank.com Contact Person: Rakesh Bhunatar/ Sakshi Jain
SEBI Registration No: INM000011252
Karvy Computershare Private Limited Selenium Tower B
Plot No. 31-32, Gachibowli
Financial Distric
Nanakramguda
Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
E-mail: [email protected]
Investor grievance email:
Website: www.karisma.karvy.com Contact Person: Murali Krishna M.
SEBI Registration No.: INR000000221
BID/OFFER PROGRAMME
BID/OFFER OPENS ON [](1)
BID/OFFER CLOSES ON [](2)
(1) Our Company and the Promoter Selling Shareholders may, in consultation with the Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date
(2) Our Company and the Promoter Selling Shareholders may, in consultation with the Managers, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in
accordance with the SEBI ICDR Regulations
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TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................ 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ..................................................................... 13 NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES ......................................................................... 15 FORWARD-LOOKING STATEMENTS .......................................................................................................................... 16
SECTION II: RISK FACTORS .......................................................................................................................................... 18
SECTION III: INTRODUCTION ....................................................................................................................................... 52
SUMMARY OF INDUSTRY ............................................................................................................................................ 52 SUMMARY OF OUR BUSINESS..................................................................................................................................... 55 SUMMARY OF FINANCIAL INFORMATION .............................................................................................................. 57 THE OFFER ....................................................................................................................................................................... 66 GENERAL INFORMATION............................................................................................................................................. 68 CAPITAL STRUCTURE ................................................................................................................................................... 76 OBJECTS OF THE OFFER ............................................................................................................................................... 98 BASIS FOR OFFER PRICE ............................................................................................................................................. 110 STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................... 113
SECTION IV: ABOUT OUR COMPANY ....................................................................................................................... 116
INDUSTRY OVERVIEW ................................................................................................................................................ 116 OUR BUSINESS .............................................................................................................................................................. 130 REGULATIONS AND POLICIES .................................................................................................................................. 145 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 149 OUR MANAGEMENT .................................................................................................................................................... 163 OUR PROMOTERS AND PROMOTER GROUP ........................................................................................................... 176 OUR GROUP COMPANIES ........................................................................................................................................... 180 RELATED PARTY TRANSACTIONS ........................................................................................................................... 184 DIVIDEND POLICY ....................................................................................................................................................... 185
SECTION V: FINANCIAL INFORMATION ................................................................................................................. 186
FINANCIAL STATEMENTS .......................................................................................................................................... 186 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................. 383 FINANCIAL INDEBTEDNESS ...................................................................................................................................... 413
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................................... 416
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ....................................................................... 416 GOVERNMENT APPROVALS ...................................................................................................................................... 427 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 429
SECTION VII: OFFER INFORMATION ....................................................................................................................... 448
TERMS OF THE OFFER ................................................................................................................................................. 448 OFFER STRUCTURE ..................................................................................................................................................... 452 OFFER PROCEDURE ..................................................................................................................................................... 455 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................. 497
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .............................................................. 498
SECTION IX: OTHER INFORMATION ........................................................................................................................ 603
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 603 DECLARATION ............................................................................................................................................................. 606
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules,
guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended from
time to time. In case of any inconsistency between the definitions given below and the definitions contained in the
General Information Document (as defined below), the definitions given below shall prevail.
General Terms
Term Description
our Company, the Company,
the Issuer
Atria Convergence Technologies Limited, a company incorporated under the Companies
Act, 1956 and having its Registered and Corporate Office at 2nd & 3rd floor, No.1, Indian
Express Building, Queens Road, Bengaluru 560 001, Karnataka, India
we, us or our Unless the context otherwise indicates or implies, refers to our Company together with
our Subsidiaries and Associate Companies
Company Related Terms
Term Description
A.C.N. Cable A.C.N. Cable Private Limited
ABSPL Atria Broadband Services Private Limited
ACT Digital ACT Digital Home Entertainment Private Limited
Argan Argan (Mauritius) Limited
Argan Offered Shares Up to 6,018,323 Equity Shares offered by Argan in the Offer for Sale pursuant to its board
resolution dated March 16, 2018
Articles of Association/ AoA Articles of Association of our Company, as amended
Associate Companies Associates of our Company, namely: (i) A.C.N. Cable Private Limited; (ii) Atria Broadband Services Private Limited; (iii) I.B. Communications Network Private Limited; and (iv) Raja Rajeshwari Entertainment Private Limited
Audit Committee Audit Committee of our Company as described in Our Management on page 163
Auditors/Statutory Auditors Statutory auditors of our Company, namely, B S R & Associates LLP, Chartered
Accountants
Board/Board of Directors Board of directors of our Company, as constituted from time to time, including a duly
constituted committee thereof
CEPL Chitradurga Entertainment Private Limited
Corporate Social Responsibility
Committee
The Corporate Social Responsibility Committee of our Company as described in Our
Management on page 163
Director(s) Director(s) of our Company
Equity Shares Equity shares of our Company of face value of `10 each
ESOP 2014 2014 ACT Employee Stock Option Plan
ESOP 2016 2016 ACT Employee Stock Option Plan
Executive Directors Executive Directors of our Company
Group Companies Group Companies of our Company, namely:
(i) A.C.N. Cable Private Limited; (ii) Atria Broadband Services Private Limited; (iii) I.B. Communications Network Private Limited; and (iv) Raja Rajeshwari Entertainment Private Limited
For details, see Our Group Companies on page 180
HCV Digital HCV Digital Entertainment Private Limited
IBCNPL I.B. Communications Network Private Limited
IPO Committee The IPO Committee of our Company as described in Our Management on page 163
Kable First Kable First India Private Limited
Kable First Davanagere Kable First Davanagere Private Limited
Key Management Personnel Key management personnel of our Company in terms of the Companies Act, 2013 and the
SEBI ICDR Regulations and disclosed in Our Management Key Management
Personnel on page 173
Managers Collectively, the GCBRLMs and BRLM
Mandapeta Digital Mandapeta Digital Entertainment Private Limited
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Term Description
Memorandum of Association/
MoA
Memorandum of Association of our Company, as amended
Nomination and Remuneration
Committee
The Nomination and Remuneration Committee of our Company as described in Our
Management on page 163
OCRPS Optionally convertible redeemable preference shares of face value `10 each
Offered Shares Collectively, the TA Offered Shares, the Argan Offered Shares and the Other Offered
Shares
Other Offered Shares Up to 354,461 Equity Shares offered by the Other Selling Shareholders in the Offer for
Sale pursuant to their respective consent letters. For details, see The Offer on page 66
Other Selling Shareholders Bala Subrahmanyam Malladi, Saurabh Mukherjee, Hosabettu Venkatesh Bhat and Shefali
Mohapatra
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(zb) of the SEBI ICDR Regulations. For details, see Our Promoters and
Promoter Group on page 176
Promoter Selling Shareholders TA and Argan
Promoters Promoters of our Company namely, TA and Argan
For details, see Our Promoters and Promoter Group on page 176
Registered and Corporate
Office
Registered and corporate office of our Company located at 2nd & 3rd Floor, No. 1 Indian
Express Building, Queen's Road, Bengaluru 560 001, Karnataka, India
Registrar of Companies/RoC Registrar of Companies, Karnataka, situated at Bengaluru
Restated Consolidated Financial
Statements
The audited and restated consolidated financial statements of our Company, along with
our Subsidiaries and Associates for the six months period ended September 30, 2017 and
the Financial Years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31,
2014 and March 31, 2013 (presented in accordance with Ind AS) and comprises the restated consolidated balance sheet, the restated consolidated statement of profit and loss
and the restated consolidated cash flow statement and notes to the restated consolidated
financial statements of assets and liabilities, profit and loss and cash flows
Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and the Restated Standalone
Financial Statements
Restated Standalone Financial
Statements
The audited and restated standalone financial statements of our Company for the six
months period ended September 30, 2017 and the Financial Years ended March 31, 2017,
March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 (presented in accordance with Ind AS) which comprises the restated standalone balance sheet, the
restated standalone statement of profit and loss and the restated standalone cash flow
statement and notes to the restated standalone financial statements of assets and liabilities,
profit and loss and cash flows
Risk Management Committee The Risk Management Committee of our Company, as described in Our Management
on page 163
RREPL Raja Rajeshwari Entertainment Private Limited
Selling Shareholders Collectively, the Promoter Selling Shareholders and the Other Selling Shareholders
Shareholders Shareholders of our Company from time to time
S.R. Cable SR Cable TV Private Limited
Sree Digital Sree Digital Home Entertainment Private Limited
Stakeholders Relationship
Committee
The Stakeholders Relationship Committee of our Company as described in Our
Management on page 163
Subsidiaries or individually
known as Subsidiary
Subsidiaries of our Company, namely:
(i) ACT Digital Home Entertainment Private Limited; (ii) Chitradurga Entertainment Private Limited; (iii) HCV Digital Entertainment Private Limited; (iv) Kable First India Private Limited; (v) Kable First Davanagere Private Limited; (vi) Mandapeta Digital Entertainment Private Limited; (vii) Sri Venkateshwara Digital Home Entertainment Private Limited; (viii) Sree Digital Home Entertainment Private Limited; and (ix) S.R. Cable TV Private Limited.
SVDHEPL Sri Venkateshwara Digital Home Entertainment Private Limited
TA TA FVCI Investors Limited
TA Offered Shares Up to 3,978,292 Equity Shares offered by TA in the Offer for Sale pursuant to its board
resolution dated March 20, 2018
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Offer 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 cum Application Form
Allot/Allotment/Allotted Allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the Offered
Shares by the Selling Shareholders pursuant to the Offer for Sale to the Allottees
Allotment Advice Note or advice or intimation of Allotment sent to the 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
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations
Anchor Investor Allocation
Price
The price at which Equity Shares will be allocated to Anchor Investors at the end of the
Anchor Investor Bid/Offer Period
Anchor Investor Application
Form
The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Anchor Investor Bid/Offer
Period
The day, one Working Day prior to the Bid/Offer Opening Date, on which Bids by
Anchor Investors shall be submitted and allocation to Anchor Investors shall be
completed
Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Offer Price but not higher than the Cap Price
The Anchor Investor Offer Price will be decided by our Company and the Promoter
Selling Shareholders, in consultation with the Managers
Anchor Investor Pay-in Date In case of Anchor Investor Offer Price being higher than Anchor Investor Allocation
Price, no later than two days after the Bid/Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company and Promoter
Selling Shareholders, in consultation with the Managers to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price which shall be determined by the Company and Promoter
Selling Shareholders in consultation with the Managers
Application Supported by
Blocked Amount or ASBA
An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
authorizing an SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted by
ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of the Red Herring Prospectus
and the Prospectus
Banker(s) to the Offer/Escrow
Collection Bank(s)
Banks which are clearing members and registered with SEBI as bankers to an issue and
with whom the Escrow Account will be opened, in this case being []
Basis of Allotment Basis on which Allotment will be made as described in Offer Procedure on page 455
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by an
Anchor Investor pursuant to submission of the Anchor Investor 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 as
per the terms of the Red Herring Prospectus and the Bid Cum Application Form
The term Bidding shall be construed accordingly
Bid Amount The highest value of optional amounts indicated in the Bid cum Application Form and,
in the case of Retail Individual Bidders Bidding at the 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, less Retail Discount (if any) and for Eligible
Employees, less Employee Discount (if any) and payable by the Bidder or blocked in the
ASBA Account of the Bidder, as the case may be, upon submission of the Bid in the Offer
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot []
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, which shall be published in two
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Term Description
national daily newspapers, one each in English and Hindi, and in one Kannada daily
newspaper (Kannada being the regional language of Karnataka, where our Registered
Office is located) each with wide circulation. In case of any revision, the extended Bid/
Offer Closing shall also be notified on the websites and terminals of the Members of the
Syndicate as required under the SEBI ICDR Regulations and also intimated to the SCSBs,
Registered Brokers, RTAs and Designated CDPs
Our Company and Promoter Selling Shareholders may, in consultation with the
Managers, consider closing the Bid/Offer Period for the QIB Category one Working Day
prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in two
national daily newspapers, one each in English and Hindi, and in one Kannada daily
newspaper (Kannada being the regional language of Karnataka where our Registered
Office is located) each with wide circulation
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders
can submit their Bids, including any revisions thereof
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form, and unless otherwise stated or implied,
and includes an ASBA Bidder and an Anchor Investor
Bidding Centers Centers at which at the Designated Intermediaries shall accept the ASBA Forms, i.e,
Designated Branches 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 Offer is being made
BRLM or Book Running Lead
Manager
The book running lead manager to the Offer namely, HDFC
Broker Centres Broker centres of the Registered Brokers notified by the Stock Exchanges where Bidders
can submit the ASBA 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 respective websites of the Stock Exchanges
CAN/Confirmation of
Allocation Note
Notice or intimation of allocation of the Equity Shares to be sent to Successful Anchor
Investors, who have been allocated the Equity Shares, after the Anchor Investor Bid/Offer
Period
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted, including any
revision thereof
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number of the Bidders beneficiary account maintained with one of
the Depositories in relation to the demat account
Collecting Depository
Participant or CDP
A depository participant as defined under the Depositories Act, 1996, registered with
SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI, as per the list available on the websites of the Stock Exchanges
Cut-off Price Offer Price, finalised by our Company and Promoter Selling Shareholders, in consultation
with the Managers which shall be any price within the Price Band
Only Retail Individual Bidders and Eligible Employees bidding in the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders address, name of the Bidders
father/husband, investor status, occupation and bank account details
Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms
The details of such Designated CDP Locations, along with names and contact details of
the CDPs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to
time
Designated Date The date on which funds are transferred from the Escrow Account and the amounts
blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to
the Public Issue Account or the Refund Account, as appropriate, after filing of the
Prospectus with the RoC
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Term Description
Designated Intermediaries Collectively, Syndicate, sub-syndicate members/agents, SCSBs, Registered Brokers,
CDPs and RTAs, who are authorized to collect ASBA Forms from the ASBA Bidders, in
relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to
time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such
other website as may be prescribed by SEBI from time to time
Designated Stock Exchange []
Draft Red Herring Prospectus or
DRHP
This Draft Red Herring Prospectus dated March 24, 2018, issued in accordance with the
SEBI ICDR Regulations, which does not contain complete particulars, including of the
Offer Price and the size of the Offer, including any addendum and corrigendum thereto
Eligible Employees
All or any of the following:
(a) a permanent and full time employee of our Company, who is a resident Indian or an Eligible NRI investing in the Offer pursuant to Schedule 4 of the FEMA Regulations
(excluding such employees not eligible to invest in the Offer under applicable laws,
rules, regulations and guidelines) as of the date of filing of the Red Herring
Prospectus with the RoC and who has been an employee of the Company for a period
of six months prior to the date of filing this Draft Red Herring Prospectus and who
continues to be an employee of our Company until the submission of the Bid cum
Application Form and is based, working and present in India as on the date of
submission of the Bid cum Application Form; and
(b) a Director of our Company, whether a whole time Director, part time Director or otherwise, who is a resident Indian or an Eligible NRI investing in the Offer pursuant
to Schedule 4 of the FEMA Regulations (excluding such Directors not eligible to
invest in the Offer under applicable laws, rules, regulations and guidelines and any
Promoter) as of the date of filing the Red Herring Prospectus with the RoC and who
continues to be a Director of our Company until the submission of the Bid cum
Application Form and is based and present in India as on the date of submission of
the Bid cum Application Form
An employee of our Company, who is recruited against a regular vacancy but is on
probation as on the date of submission of the Bid cum Application Form will also be
deemed a permanent and a full time employee
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed 500,000 (which will be less the Employee Discount).
However, the initial Allotment to an Eligible Employee in the Employee Reservation
Portion shall not exceed 200,000 (which will be less Employee Discount). Only in the
event of an under-subscription in the Employee Reservation Portion post the initial
allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of
200,000, subject to the total Allotment to an Eligible Employee not exceeding 500,000
(which will be less Employee Discount)
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and the Red Herring
Prospectus will constitute an invitation to subscribe for or purchase the Equity Shares
Employee Discount A discount of `[], not being more than 10% of the Offer Price that may be offered to
the Eligible Employees bidding in the Employee Reservation Portion, by our Company
and the Promoter Selling Shareholders in consultation with the Managers, and which shall
be announced at least five Working Days prior to the Bid/Offer Opening Date
Employee Reservation Portion The portion of the Offer, being [] Equity Shares aggregating to `[] million, available
for allocation to Eligible Employees, on a proportionate basis
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Anchor
Investors will transfer money through direct credit/NEFT/RTGS in respect of the Bid
Amount when submitting an Anchor Investor Application Form
Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, []
Escrow Agreement The agreement to be entered into by our Company, the Selling Shareholders, the Registrar
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Term Description
to the Offer, the Managers, the Escrow Collection Bank(s) and the Refund Bank(s) for,
inter alia, collection of the Bid Amounts from Anchor Investors, transfer of funds to the
Public Issue Account and where applicable, refunds of the amounts collected from the
Anchor Investors, on the terms and conditions thereof
First Bidder Bidder whose name appears first 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
Offer Price and the Anchor Investor Offer Price will be finalised and below which no
Bids will be accepted and which shall not be less than the face value of the Equity Shares
Fresh Issue The fresh issue of up to [] Equity Shares aggregating up to `8,000 million by our
Company
General Information
Document/GID
The General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified
by SEBI, suitably modified and updated pursuant to the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by the SEBI and
included in Offer Procedure on page 455
GCBRLMs or Global Co-
ordinators and Book Running
Lead Managers
The global co-ordinators and book running lead managers to the Offer namely, I-Sec, Citi
and J.P. Morgan
Gross Proceeds The Offer Proceeds less the amount to be raised pursuant to the Offer for Sale by the
Selling Shareholders
HDFC HDFC Bank Limited
I-Sec ICICI Securities Limited
J.P. Morgan J.P. Morgan India Private Limited
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] Equity Shares
which shall be available for allocation to Mutual Funds only on a proportionate basis,
subject to valid Bids being received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Offer The Offer less the Employee Reservation Portion
Net Proceeds Gross Proceeds less our Companys share of the Offer expenses
For further information about use of the Offer Proceeds and the Offer expenses, see
Objects of the Offer on page 98
Non-Institutional Bidders/NIBs All Bidders including Category III FPIs that are not QIBs, Retail Individual Bidders or
Eligible Employees bidding in the Employee Reservation Portion and who have Bid for
Equity Shares for an amount more than `200,000 (but not including NRIs other than
Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer consisting of [] Equity
Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes a non resident
Indian, FPIs and FVCIs
Offer The initial public offering of up to [] Equity Shares of face value of `10 each for cash
at a price of `[] each, aggregating to `[] comprising the Fresh Issue and the Offer for
Sale
The Offer comprises Net Offer to the public of [] Equity Shares aggregating up to `[]
million and the Employee Reservation Portion of [] Equity Shares aggregating up to
`[] million for subscription by Eligible Employees
Offer Agreement The agreement dated March 24, 2018 entered into amongst our Company, the Selling
Shareholders and the Managers, pursuant to which certain arrangements are agreed to in
relation to the Offer
Offer for Sale The offer for sale of up to 10,351,076 Equity Shares by the Selling Shareholders at the
Offer Price aggregating up to `[] million in terms of the Red Herring Prospectus
Offer Price The final price at which Equity Shares will be Allotted to Bidders other than Anchor
Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer
Price in terms of the Red Herring Prospectus
Employee Discount of `[] per Equity Share on the Offer Price, not being more than 10%
of the Offer Size, may be offered to Eligible Employees bidding in the Employee
Reservation Portion
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Term Description
A Retail Discount of `[] per Equity Share on the Offer Price, not being more than 10%
of the Offer Size may be offered to Retail Individual Bidders
The Offer Price will be determined by our Company and Promoter Selling Shareholders,
in consultation with the Managers in terms of the RHP on the Pricing Date in accordance
with the Book Building Process
Offer Proceeds The proceeds of this Offer that will be available to our Company and the Selling
Shareholders
Price Band Price band of the Floor Price and the Cap Price including any revisions thereof
The Price Band and the minimum Bid Lot size for the Offer will be decided by our
Company and Promoter Selling Shareholders, in consultation with the Managers and will
be advertised, at least five Working Days prior to the Bid/Offer Opening Date, in []
edition of the English national newspaper [], [] edition of the Hindi national newspaper
[], and [] edition of the Kannada (Kannada being the regional language of Karnataka,
where our Registered and Corporate Office is located) newspaper [], each with wide
circulation. It shall also be made available to the Stock Exchanges for the purpose of
uploading on their websites
Pricing Date The date on which our Company and Promoter Selling Shareholders, in consultation with
the Managers, will finalise the Offer Price
Prospectus The Prospectus of our Company to be filed with the RoC for this Offer after the Pricing
Date, in accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR
Regulations, containing, inter-alia, the Offer Price that is determined at the end of the
Book Building Process, the size of the Offer and certain other information including any
addenda or corrigenda thereto
Public Offer Account Bank The bank with which the Public Offer Account(s) shall be opened and maintained, in this
case being []
Public Offer Account(s) Bank account(s) opened under Section 40(3) of the Companies Act, 2013 to receive
monies from the Escrow Account and ASBA Accounts on the Designated Date
QIB Category/QIB Portion The portion of the Offer (including the Anchor Investor Portion) being 50% of the Net
Offer consisting of [] Equity Shares which shall be allocated to QIBs (including Anchor
Investors) as determined by our Company and Promoter Selling Shareholders in
consultation with the Managers, subject to valid Bids being received at or above the Offer
Price
Qualified Institutional Buyers or
QIBs or QIB Bidders
Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR
Regulations
Red Herring Prospectus or RHP The Red Herring Prospectus of our Company to be issued in accordance with Section 32
of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which
will not have complete particulars of the price at which the Equity Shares will be offered
and the size of the Offer including any addenda or corrigenda thereto
The Red Herring Prospectus will be registered with the RoC at least three days before the
Bid/Offer Opening Date and will become the Prospectus upon filing with the RoC after
the Pricing Date
Refund Account(s) The account opened with the Refund Bank, from which refunds, if any, of the whole or
part of the Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The Bankers to the Offer with whom the Refund Account(s) will be opened, in this case
being []
Registered Brokers Stock brokers registered with SEBI and the Stock Exchanges having nationwide
terminals, other than the Managers and the Syndicate Members and eligible to procure
Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar and Share Transfer
Agents or RTAs
Registrars to an issue and share transfer agents registered with SEBI and eligible to
procure Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar to the Offer or
Registrar
Karvy Computershare Private Limited
Retail Individual
Bidder(s)/RIB(s)
Individual Bidders other than Eligible Employees bidding in the Employee Reservation
Portion, who have Bid for the Equity Shares for an amount of not more than `200,000 in
any of the bidding options in the Net Offer (including HUFs applying through their Karta
and Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Net Offer consisting of [] Equity
Shares which shall be available for allocation to Retail Individual Bidder(s) in accordance
with the SEBI ICDR Regulations which shall not be less than the Minimum Bid Lot,
subject to valid Bids being received at or above the Offer Price
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Term Description
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their
Bids until Bid/Offer Closing Date
Self Certified Syndicate Bank(s)
or SCSB(s)
The banks registered with SEBI, offering services in relation to ASBA, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated
from time to time and at such other websites as may be prescribed by SEBI from time to
time
Share Escrow Agreement The agreement to be entered into among the Selling Shareholders, our Company, the
Managers and the Escrow Agent in connection with the transfer of Offered Shares by the
Selling Shareholders and credit of such Equity Shares to the demat account of the
Allottees
Specified Locations Bidding Centres where the Syndicate shall accept Bid cum Application Form, a list of
which is included in the Bid cum Application Form
Stock Exchanges Collectively, the NSE and the BSE
Syndicate Collectively, the Managers and the Syndicate Members
Syndicate Agreement Agreement dated [] to be entered into amongst the Managers, the Syndicate Members,
our Company and the Selling Shareholders in relation to collection of Bid cum
Application Forms by the Syndicate
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as an
underwriter, namely, []
Underwriters []
Underwriting Agreement The agreement among the Underwriters, our Company and the Selling Shareholders to
be entered into on or after the Pricing Date, but prior to the filing of the Prospectus
Working Day Working Day means all days, other than second and fourth Saturday of the month,
Sunday or a public holiday, on which commercial banks in Mumbai are open for business;
provided however, with reference to (a) announcement of Price Band; and (b) Bid/Offer
Period, Working Day shall mean all days, excluding all Saturdays, Sundays or a public
holiday, on which commercial banks in Mumbai are open for business; and with reference
to the time period between the Bid/Offer Closing Date and the listing of the Equity Shares
on the Stock Exchanges, Working Day shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical/Industry Related Terms/Abbreviations
Term Description
4K Four times the resolution of regular high definition television content
5G Fifth generation mobile wireless telecommunications technology
8K Four times the resolution of 4K television content
AAEC Appreciable adverse effect on competition
Active FTTX FTTX is any broadband network that uses optical fiber as the primary medium deliver
services to end users. The letter x indicates the fibers point of termination, e.g.:
FTTH: Fiber-to-the-Home
FTTC: Fiber-to-the-Curb
FTTB: Fiber-to-the-Building
FTTN: Fiber-to-the-Node/Neighborhood Active FTTX is an FTTX network which utilizes active data transmission equipment.
APNIC The Asia Pacific Network Information Centre
ARPU Average revenue per user
Cable TV Cable television
Churn rate Churn rate is a measure of the number of net unsubscribing customers. We measure
broadband internet customer churn rate during a period as the number of net retail wired
broadband internet customers unsubscribing for our services in a period as a percentage
of the average number of retail wired broadband internet customers for that period
CRM Customer relationship management
CSR Corporate social responsibility
DSL Digital subscriber line technology is a type of data communications technology that
enables high-speed data transmission over copper telephone lines
Gb Gigabyte
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Term Description
Gbps Gigabytes per second
GPON Gigabit passive optical network
HFC A network that combines fiber and coaxial cable. Fiber is used for backhaul while coaxial
cables are used from optical node to the users premises
ISP Internet service provider
IT Information technology
Km Kilometers
LCO Local cable operator
LIBOR London interbank offered rate
MAT Minimum alternate tax
Mbps Megabytes per second
Metro Ethernet Network A type of FTTX configuration that uses Category-5e Ethernet copper cables for the last
mile in metropolitan areas
Ethernet is a standard for packet-based transmission that is widely used in internet
protocol networks
MPA Media Partners Asia
OECD Organization for Economic Cooperation and Development
R&D Research and development.
Tb Terabyte
WiFi Wireless Fidelity
Conventional and General Terms or Abbreviations
Term Description
`/Rs./Rupees/INR Indian Rupees
AIF(s) Alternative Investment Fund(s) as defined in and registered with SEBI under the SEBI
AIF Regulations
Air Act Air (Prevention and Control of Pollution) Act, 1981
AS/Accounting Standards Accounting Standards issued by the ICAI
BSE BSE Limited
Cable Television Act Cable Television Networks (Regulation) Act, 1995
CAGR Compounded Annual Growth Rate
Category I Foreign Portfolio
Investors
FPIs who are registered as Category I foreign portfolio investors under the SEBI FPI
Regulations
Category II Foreign Portfolio
Investors
FPIs who are registered as Category II foreign portfolio investors under the SEBI FPI
Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as Category III foreign portfolio investors under the SEBI FPI
Regulations which shall include investors who are not eligible under Category I and II
foreign portfolio investors such as endowments, charitable societies, charitable trusts,
foundations, corporate bodies, trusts, individuals and family offices
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as applicable
Companies Act, 1956 Companies Act, 1956, and the rules thereunder (without reference to the provisions
thereof that have ceased to have effect upon the notification of the Notified Sections)
Companies Act, 2013 The Companies Act, 2013, and the rules and clarifications issued thereunder to the extent
in force pursuant to the notification of the Notified Sections Consolidated FDI Policy The Consolidated FDI Policy Circular 2017, issued by the Department of Industrial
Policy and Promotion, Ministry of Commerce and Industry, Government of India
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India
DP ID Depository Participants Identification
DP/ Depository Participant A depository participant as defined under the Depositories Act
EEA European Economic Area
Effective tax rate Effective tax rate is calculated as the sum of current tax expenses and deferred tax
expenses (including income tax related to items not reclassified to profit or loss) divided
by profit before tax
EGM Extraordinary General Meeting
EPF Act Employees Provident Fund and Miscellaneous Provisions Act, 1952
EPS Earnings Per Share
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Term Description
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, and the rules and regulations thereunder
FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2017
Financial Year/Fiscal/FY Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FPI(s) Foreign portfolio investor(s) as defined under the SEBI FPI Regulations
FVCI(s) Foreign venture capital investor(s) as defined and registered under the SEBI FVCI
Regulations
GoI/Government Government of India
GST Goods and Services Tax
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards as adopted by the International Accounting
Standards Board
Income Tax Act, IT Act The Income-tax Act, 1961
Ind AS Indian Accounting Standards
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial public offering
IST Indian Standard Time
LIBOR London Interbank Offered Rate
MIB Ministry of Information and Broadcasting
MSO Multi-systems operators
Mutual Fund(s) Mutual funds registered under the SEBI (Mutual Funds) Regulations, 1996
N.A./ NA Not Applicable
NAV Net Asset Value
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
Non-Resident A person resident outside India, as defined under FEMA and includes a Non Resident
Indian and FPIs
Notified Sections The sections of the Companies Act, 2013 that have been notified by the Ministry of
Corporate Affairs, Government of India, and are currently in effect
NR Non-resident
NRE Account Non Resident External Account
NRI An individual resident outside India who is a citizen of India or is an Overseas Citizen
of India cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
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 and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in
the Offer
OCI Other Comprehensive Income
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
Profit after tax margins Profit after tax margin means total comprehensive income for the period/ year divided
by total income for the period/year
RBI The Reserve Bank of India
Regulation S Regulation S under the Securities Act
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the Securities Act
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
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Term Description
2012
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
Securities Act U.S. Securities Act of 1933, as amended
SHWW Act Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
SICA Sick Industrial Companies (Special Provisions) Act, 1985
STT Securities Transaction Tax
Systemically Important NBFCs Systemically important non-banking financial company registered with the RBI and
having a net worth of more than 5,000 million as per the last audited financial statements
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
TDSAT Telecom Disputes Settlement Appellate Tribunal
Telecom Complaint Redressal
Regulations
Telecom Consumers Complaint Redressal Regulations, 2012
Telegraph Act Indian Telegraph Act, 1885
TRAI Telecom Regulatory Authority of India
TRAI Act Telecom Regulatory Authority of India Act, 1997
U.S./USA/United States United States of America
UK United Kingdom
US GAAP Generally Accepted Accounting Principles in the United States of America
U.S. QIBs Qualified Institutional Buyers as defined in Rule 144A under the Securities Act
USD/US$ United States Dollars
VAT Value Added Tax
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations or the SEBI AIF Regulations, as the case may be
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the SEBI Act, SEBI ICDR Regulations, SEBI Listing Regulations, the Companies Act, the SCRA, the
Depositories Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, terms not defined but used in Statement of Special Tax Benefits, Financial
Statements Industry Overview, Regulations and Policies, Outstanding Litigation and Material
Developments, Government Approvals, Part B of Offer Procedure and Main Provisions of Articles of
Association on pages 113, 186, 116, 145, 416, 427, 465 and 498, respectively, shall have the meaning given to such terms in such sections.
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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in this Draft Red Herring Prospectus to India are to the Republic of India and all references to the
US, USA or United States are to the United States of America.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers
of this Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise or the context otherwise requires, the financial data in this Draft Red Herring Prospectus is
derived from the Restated Standalone Financial Statements and the Restated Consolidated Financial Statements
prepared in accordance with the Companies Act, 2013, Ind AS, as applicable and restated in accordance with the
SEBI ICDR Regulations.
Our Companys financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of
that year.
Our Restated Financial Statements have been prepared in accordance with Ind AS. There are significant differences
between Ind AS and US GAAP and IFRS. Our Company does not provide reconciliation of its financial information
to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify their impact on the
financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors
regarding such differences and their impact on our Company's financial data. The Restated Financial Statements
have been prepared, based on financial statements as at and for the six months period ended September 30, 2017
and the financial year ended March 31, 2017, 2016, 2015, 2014 and 2013 prepared in accordance with Ind AS as
prescribed under Section 133 of Companies Act 2013 read with Companies (Indian Accounting Standards) Rules
2015 and other relevant provisions of the Companies Act, 2013. For details in connection with risks involving
differences between Ind AS, US GAAP and IFRS see Risk Factors Significant differences exist between Ind AS
and other accounting principles, such as IFRS and U.S. GAAP which may be material to investors assessments of
our financial condition, result of operations and cash flows on page 44. Accordingly, the degree to which the
financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely
dependent on the readers level of familiarity with Indian accounting policies and practices, the Companies Act
and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices
on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in Risk Factors, Our Business and
Managements Discussion and Analysis of Financial Conditional and Results of Operations on pages 18, 130 and
383 respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of the
audited financial information of our Company prepared in accordance with Ind AS and the Companies Act and
restated in accordance with the SEBI ICDR Regulations.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all the
percentage figures have been rounded off to two decimal places except percentage figures in Risk Factors,
Industry Overview and Our Business, which are rounded off to two decimal places and accordingly there may
be consequential changes in this Draft Red Herring Prospectus.
Currency and Units of Presentation
All references to:
Rupees or ` or INR or Rs. are to Indian Rupee, the official currency of the Republic of India; and
USD or US$ or $ are to United States Dollar, the official currency of the United States of America
Our Company has presented all numerical information in this Draft Red Herring Prospectus in million units or in
whole numbers where the numbers have been too small to represent in millions. One million represents 1,000,000
and one billion represents 1,000,000,000.
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Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed
as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Rupee and the USD (in Rupees per USD):
Currency As on
September 30,
2017
(`)
As on March 31,
2017
(`)
As on March
31, 2016
(`)
As on March
31, 2015
(`)
As on March 31,
2014
(`)
As on March 31,
2013
(`)
1 USD 65.36 64.84 66.33 62.59 60.10* 54.39** Source: RBI Reference Rate * Exchange rate as on March 28, 2014, as RBI Reference Rate is not available for March 31, 2014, March 30, 2014 and March 29, 2014 being
a public holiday, a Sunday and a Saturday, respectively ** Exchange rate as on March 28, 2013, as RBI reference rate is not available for March 31, 2013, March 30, 2013 and March 29, 2013
being a Sunday, a Saturday and a public holiday, respectively
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from publicly available information as well as industry publications and sources.
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but their accuracy and completeness are
not guaranteed and their reliability cannot be assured. Although we believe the industry and market data used in this
Draft Red Herring Prospectus is reliable, it has not been independently verified by us, the respective Selling
Shareholders, the Managers or any of their affiliates or advisors. The data used in these sources may have been
reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Such data
involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including
those discussed in Risk Factors on page 18. Accordingly, investment decisions should not be based solely on such
information.
Certain information in Summary of Industry, Summary of our Business, Industry Overview and Our
Business on pages 52, 55, 116 and 130, respectively of this Draft Red Herring Prospectus has been obtained from
the India Broadband Market Overview 2017, dated February 19, 2018 prepared by Media Partners Asia.
In accordance with the SEBI ICDR Regulations, Basis for the Offer Price on page 110 includes information
relating to our peer group companies. Such information has been derived from publicly available sources, and
neither we, nor the Managers have independently verified such information.
The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends
on the readers familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which the business of our Company is conducted, and
methodologies and assumptions may vary widely among different industry sources.
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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary
is a criminal offence in the United States. In making an investment decision investors must rely on their own
examination of our Company and the terms of the offer, including the merits and risks involved. The Equity Shares
have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act)
or any other applicable law of the United States and, unless so registered, may not be offered or sold within the
United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold
(a) in the United States only to persons reasonably believed to be qualified institutional buyers (as defined in Rule
144A under the Securities Act and referred to in this Draft Red Herring Prospectus as U.S. QIBs. For the
avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable
Indian regulations and referred to in this Draft Red Herring Prospectus as QIBs) in transactions exempt from the
registration requirements of the Securities Act, and (b) outside the United States in compliance with Regulation S
and the applicable laws of the jurisdiction where those offers and sales occur.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Draft Red Herring Prospectus has been prepared on the basis that all offers of Equity shares will be made
pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European
Economic Area (EEA), from the requirement to produce a prospectus for offers of Equity Shares. The expression
Prospectus Directive means Directive 2003/71/EC of the European Parliament and Council EC (and amendments
thereto, including the 2010 PD Amending Directive and Prospectus Regulation (EU) 2017/1129, to the extent
applicable and to the extent implemented in the Relevant Member State (as defined below)) and includes any
relevant implementing measure in each Member State that has implemented the Prospectus Directive (each a
Relevant Member State). Accordingly, any person making or intending to make an offer within the EEA of Equity
Shares which are the subject of the placement contemplated in this Draft Red Herring Prospectus should only do so
in circumstances in which no obligation arises for our Company, the Selling Shareholders or any of the Managers
to produce a prospectus for such offer. None of our Company, the Selling Shareholders and the Managers have
authorized, nor do they authorize, the making of any offer of Equity Shares through any financial intermediary,
other than the offers made by the Managers which constitute the final placement of Equity Shares contemplated in
this Draft Red Herring Prospectus.
Information to Distributors (as defined below)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II
Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any manufacturer (for the purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the Equity Shares have been subject to a product approval process, which has
determined that such Equity Shares are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment).
Notwithstanding the Target Market Assessment, distributors (for the purposes of the MiFID II Product
Governance Requirements) (Distributors) should note that: the price of the Equity Shares may decline and
investors could lose all or part of their investment; the Equity Shares offer no guaranteed income and no capital
protection; and an investment in the Equity Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear
any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Equity Shares. Each Distributor is
responsible for undertaking its own target market assessment in respect of the Equity Shares and determining
appropriate distribution channels.
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FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain forward-looking statements. All statements contained in this
Draft Red Herring Prospectus that are not statements of historical fact constitute forward-looking statements. All
statements regarding our expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements generally can be identified by words or phrases
such as aim, anticipate, believe, expect, estimate, intend, likely to, seek to, shall, objective,
plan, project, will, will continue, will pursue or other words or phrases of similar import. Similarly,
statements that describe our Companys strategies, objectives, plans or goals are also forward-looking statements.
All forward-looking statements whether made by us or any third parties in this Draft Red Herring Prospectus are
based on our current plans, estimates, presumptions and expectations and are subject to risks, uncertainties and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement, including but not limited to, regulatory changes pertaining to the industry in which our
Company has businesses and our ability to respond to them, our ability to successfully implement our strategy, our
growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions which have an impact on our business activities or investments, the monetary and fiscal policies of India,
inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or
prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and
taxes and changes in competition in its industry. Important factors that could cause actual results to differ materially
from our Companys expectations include, but are not limited to, the following:
The competitive market in which we operate may be subject to pricing and other market pressures, and our competitors may have more financial and other resources than us;
Our inability to implement our business strategies to maintain or increase our revenue, profit margins and ARPU;
Our dependence on subscriptions and any inability to renew existing customers subscriptions and acquire new subscribers;
Our inability to respond successfully to technological advances and evolving industry standards;
Our inability to remain competitive because we do not offer mobile internet access or mobile voice services together with our services;
Our ability to further expand the coverage of our network or to maintain the coverage of our existing network may be limited by our ability to obtain or renew access rights on land or buildings owned by third-parties;
Our industry being highly regulated and our Company requiring certain approvals, licenses registrations and permissions to conduct our business;
Significant amounts of capital required to finance our business expansion, which may require us to incur significant amounts of debt, and operating and financing costs;
Inability to scale our business or manage our businesses effectively; and
The continuity of our services being highly dependent on the proper functioning of our network and infrastructure.
For further discussion of factors that could cause the actual results to differ from the expectations, see Risk
Factors, Our Business and Managements Discussion and Analysis of Financial Condition and Results of
Operations on pages 18, 130 and 383, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual future gains
or losses could materially differ from those that have been estimated and are not a guarantee of future performance.
These statements are based on our managements belief and assumptions, which in turn are based on currently
available information. Although we believe the assumptions upon which these forward looking statements are based
on are reasonable, any of these assumptions could prove to be inaccurate and the forward looking statements based
on these assumptions could be incorrect. Given these uncertainties, investors are cautioned not to place undue
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reliance on such forward-looking statements and not to regard such statements as a guarantee of future performance.
Neither our Company, our Directors, the Selling Shareholders, the Managers nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with SEBI requirements, our Company and each Selling Shareholder shall severally ensure that
investors in India are informed of material developments from the date of the Draft Red Herring Prospectus in
relation to the statements and undertakings made by them in this Draft Red Herring Prospectus until the time of the
grant of listing and trading permission by the Stock Exchanges for this Offer. Further, in accordance with Regulation