apollo micro systems limited

343 Pages·2017·5.37 MB·English

by  Viplaw K

Prospectus
Dated: January 16, 2018
(Please read Section 32 of the Companies Act, 2013)
Book Built Offer
APOLLO MICRO SYSTEMS LIMITED
Our Company was incorporated as “Apollo Micro Systems Private Limited” on March 3, 1997 in Hyderabad as a private limited company, under the Companies Act, 1956 and was granted a
certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh at Hyderabad. Our Company became a public limited company with effect from April 1, 2017 and a fresh
certificate of incorporation consequent upon conversion was issued by Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad. For details in connection with the change in the
registered office of our Company, refer to the chapter “History and Certain Corporate Matters” on page 141 of this Prospectus.
Registered Office: Plot No 128/A, Road No. 12, BEL Road, IDA Mallapur, Uppal Mandal, Hyderabad– 500076, Telangana, India
Contact Person: Vitta Chaitanya Siva Shankar, Company Secretary and Compliance Officer;
Telephone: [phone] – 99; Facsimile: [phone];
E-mail: [email protected]; Website: www.apollo-micro.com;Corporate Identity Number: U72200TG1997PLC026556
OUR PROMOTER: KARUNAKAR REDDY BADDAM
PUBLIC ISSUE OF 57,63,886^ EQUITY SHARES OF FACE VALUE OF MMMMM 10 EACH (“EQUITY SHARES”) OF APOLLO MICRO SYSTEMS LIMITED
(OUR “COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF MMMMM 275* PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF MMMMM 265 PER EQUITY
SHARE, AGGREGATING UP TO MMMMM 15,600.00 LACS (THE “ISSUE”). THE ISSUE AND THE NET ISSUE SHALL CONSTITUTE 27.76% AND 27.66%,
RESPECTIVELY OF THE FULLY DILUTED POST-ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE FACE VALUE OF THE EQUITY
SHARES IS MMMMM 10 EACH. THE ISSUE WILL COMPRISE THE NET ISSUE (DEFINED BELOW) OF UP TO 57,43,886 ^ EQUITY SHARES AND THE
EMPLOYEE RESERVATION PORTION OF UP TO 20,000 ^ EQUITY SHARES.
THE FACE VALUE OF THE EQUITY SHARES IS M 10 EACH. THE ISSUE PRICE IS 27.50 TIMES THE FACE VALUE OF THE EQUITY SHARES.
*A discount of M 12/- on the Issue Price was offered to Retail Individual Investors (“Retail Discount”) and to Eligible Employees Bidding in the Employee Reservation
Portion (“Employee Discount”)
^ subject to finalization of basis of allotment
Pursuant to Rule 19(2) (b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), this Issue is being made for at least 25% of the post-Issue
paid-up Equity Share capital of our Company. The Issue is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), through the Book Building Process wherein 50% of the Net Issue
shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company in consultation with the BRLM may allocate up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Issue 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 Issue
Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net
Issue 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
Issue Price. Further, up to 20,000 Equity Shares may be offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee
Reservation Portion, conditional upon valid Bids being received from them at or above the Issue Price. All potential investors, other than Anchor Investors, are required
to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account which will be blocked by
the Self Certified Syndicate Banks (“SCSBs”) to participate in the Issue. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the
ASBA process. Specific attention of investors is invited to the chapter titled “Issue Procedure” on page 272 of this Prospectus.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first issue of the Issuer, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is MMMMM 10 each and the
issue price is 27.50 times of the face value. The Issue Price (as determined and justified by our Company in consultation with the BRLM), as stated in the chapter titled
“Basis for Issue Price” on page 94 of this Prospectus should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No
assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk
of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment
decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares offered in the Issue have not been
recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus.
Specific attention of the investors is invited to the section titled “Risk Factors” on page 18 of this Prospectus.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and
this Issue, which is material in the context of this Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading
in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus
as a whole or any of such information or the expression of any such opinions or intentions, misleading, in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received ‘in-principle’ approval from
BSE and NSE for the listing of the Equity Shares pursuant to letters both dated October 13, 2017. For the purposes of the Issue, the Designated Stock Exchange shall be
BSE Limited. A copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the Registrar of Companies, Andhra Pradesh and Telangana
at Hyderabad in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts which were made available for inspection from the date
of the Red Herring Prospectus up to Bid/ Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 339 of this Prospectus.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
ARYAMAN FINANCIAL SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED
60, Khatau Building, Alkesh Dinesh Modi Marg, 1st Floor, Bharat Tin Works Building,
Fort, Mumbai – 400 001, Opposite Vasant Oasis Makwana Road, Marol,
Maharashtra, India Andheri (East), Mumbai – 400 059. Maharashtra, India
Tel No.: +91 – 22 – 62166999 Tel No.: +91 – 22 – 62638200
Fax No.: +91 – 22 – 22630434 Fax No.: +91 – 22 – 62638299
Email: [email protected] Email: [email protected];
Website: www.afsl.co.in Website: www.bigshareonline.com
Investor Grievance Email: [email protected] Investor Grievance Email: [email protected];
Contact Person: Deepak Biyani Contact Person: Ashok Shetty
SEBI Registration No. INM000011344 SEBI Registration No.: INR000001385
BID / ISSUE PROGRAMME
BID/ISSUE OPENING DATE : WEDNESDAY, JANUARY 10, 2018* BID/ISSUE CLOSING DATE : FRIDAY, JANUARY 12, 2018
*The Anchor Investor Bid/Issue period was January 09, 2018.
TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................................. 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY
OF PRESENTATION ........................................................................................................................................................ 15
FORWARD – LOOKING STATEMENTS ....................................................................................................................... 17

SECTION II – RISK FACTORS .................................................................................................................................... 18

SECTION III – INTRODUCTION ................................................................................................................................. 46
SUMMARY OF INDUSTRY ............................................................................................................................................ 46
SUMMARY OF BUSINESS .............................................................................................................................................. 56
SUMMARY FINANCIAL INFORMATION .................................................................................................................... 62
THE ISSUE ........................................................................................................................................................................ 67
GENERAL INFORMATION ............................................................................................................................................. 69
CAPITAL STRUCTURE ................................................................................................................................................... 76

SECTION IV – PARTICULARS OF THE ISSUE ........................................................................................................ 87
OBJECTS OF THE ISSUE ................................................................................................................................................ 87
BASIS FOR ISSUE PRICE ................................................................................................................................................ 94

SECTION V – ABOUT THE COMPANY ..................................................................................................................... 99
INDUSTRY OVERVIEW .................................................................................................................................................. 99
OUR BUSINESS .............................................................................................................................................................. 119
KEY REGULATIONS AND POLICIES ......................................................................................................................... 136
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 141
OUR MANAGEMENT .................................................................................................................................................... 146
OUR PROMOTER AND PROMOTER GROUP ............................................................................................................ 160
OUR GROUP ENTITIES ................................................................................................................................................. 164
RELATED PARTY TRANSACTIONS ........................................................................................................................... 167
DIVIDEND POLICY ....................................................................................................................................................... 168

SECTION VI – FINANCIAL INFORMATION .......................................................................................................... 169
FINANCIAL STATEMENTS .......................................................................................................................................... 169
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION ................................................................................................................................................................... 219
FINANCIAL INDEBTEDNESS ...................................................................................................................................... 236
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS .................................... 241

SECTION VII – LEGAL AND OTHER INFORMATION ........................................................................................ 246
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 246
GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 249
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 251

SECTION VIII – ISSUE RELATED INFORMATION ............................................................................................. 262
TERMS OF THE ISSUE .................................................................................................................................................. 262
ISSUE STRUCTURE ....................................................................................................................................................... 267
ISSUE PROCEDURE ...................................................................................................................................................... 272

SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................................................. 318

SECTION X – OTHER INFORMATION ................................................................................................................... 339
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 339
DECLARATION .............................................................................................................................................................. 341
SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This 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, rule, guideline or policy
shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from
time to time.

The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories
Act or the rules and regulations made there under. If there is any inconsistency between the definitions given below
and the definitions contained in the General Information Document (defined hereinafter), the following definitions
shall prevail.

General Terms

Term Description
“we”, “our”, “the Apollo Micro Systems Limited, a company incorporated under the Companies Act,
Company”, “our Company”, 1956, having its registered office at Plot No 128/A, Road No. 12, BEL Road, IDA
“the Issuer” or “Apollo” Mallapur, Uppal Mandal, Hyderabad, Telangana 500 076, India.

Company Related Terms

Term Description
“Articles” or “Articles of The Articles of Association of our Company, as amended.
Association” or “AoA”
Audit Committee The committee of the Board of Directors as described in the chapter “Our
Management” on page 146 of this Prospectus.
“Auditor” or “Statutory The statutory auditors of our Company, being M/s. S. T. Mohite & Co., Chartered
Auditor” Accountants.
“Board” or “Board of The Board of Directors of our Company, as duly constituted from time to time
Directors” or “our Board” including any committees thereof.
CCDs 10,00,000 unrated, unlisted, unsecured, compulsorily convertible debentures of M
200 each, issued by our Company to OHM Commodity Broker Private Limited and
OHM Equity Solution India Private Limited, which got converted into 10,00,000
Equity Shares of M 10/- each on November 24, 2017
CSR Committee The corporate social responsibility committee of our Board, as described in the
chapter “Our Management” on page 146 of this Prospectus.
Excluded Promoter Group A member of the promoter group namely Baddam Jaipal Reddy with whom our
Individual Promoter has disassociated himself. For further details, please refer to the
chapter titled “Our Promoters and Group Companies” on page 160 of this
Prospectus.
Director(s) Unless the context requires otherwise, the director(s) of our Company
Equity Shares Equity shares of our Company of M 10 each, fully paid up
IPO Committee The committee constituted by our Board for the Issue, as described in the chapter
“Our Management” on page 146 of this Prospectus.
“Key Managerial Personnel” The personnel listed as key managerial personnel in the chapter “Our Management”
or KMP on page 146 of this Prospectus.
“Memorandum” or The Memorandum of Association of our Company, as amended.
“Memorandum of
Association” or “MoA”
Nomination and The nomination and remuneration committee of our Board, as described in the
Remuneration Committee chapter “Our Management” on page 146 of this Prospectus.
Promoter Karunakar Reddy Baddam
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Term Description
Promoter Group The persons and entities constituting our promoter group pursuant to Regulation
2(1) (zb) of the SEBI ICDR Regulations.
Registered Office Plot No 128/A, Road No. 12, BEL Road, IDA Mallapur, Uppal Mandal, Hyderabad,
500076, Telangana, India
Registrar of Companies/RoC Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad
Restated Financial The audited financial statements of our Company as of and for the fiscal years
Statements ended March 31, 2013, March 31, 2014, March 31, 2015, March 31, 2016 and
March 31, 2017 and for six months period ended September 30, 2017 and the
related notes, schedules and annexures thereto, prepared in accordance with
applicable provisions of the Companies Act, and restated in accordance with the
SEBI ICDR Regulations.
Shareholders Shareholders of the Company
Stakeholders’ Relationship The stakeholders’ relationship Committee of our Board, as described in the chapter
Committee “Our Management” on page 146 of this Prospectus.

Issue Related Terms

Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of
registration of the ASBA Form
“Allot” or “Allotment” The allotment of Equity Shares pursuant to the Issue
or “Allotted”
Allotment Advice The note or advice or intimation of Allotment of the Equity Shares 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 Allotment is made.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who has
Bid for an amount of at least M 1,000 lacs.
Anchor Investor Bid / The day, one Working Day prior to the Bid/Issue Opening Date, on which Bids by
Issue Period Anchor Investors shall be submitted and allocation to Anchor Investor shall be completed
Anchor Investor Issue The price at which Allotment will be made to Anchor Investors in terms of the Red
Price Herring Prospectus and this Prospectus, which price will be equal to or higher than the
Issue Price but not higher than the Cap Price, which will be decided by our Company in
consultation with the BRLM
Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Application Form which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and this Prospectus.
Anchor Investor Portion Up to 60% of the QIB Portion which, may be allocated by our Company in consultation
with the BRLM, to Anchor Investors, on a discretionary basis. One third of the Anchor
Investor Portion is reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Issue Price
Anchor Investor Pay-in The Anchor Investor Bidding Date and in the event the Anchor Investor Allocation Price
Date is lower than the Issue Price, not later than two Working Days after the Bid / Issue
Closing Date.
“ASBA” or An application, whether physical or electronic, used compulsorily by all the Bidders
“Application Supported (except Anchor Investors) authorizing the SCSBs to block the Bid Amount in their
by Blocked Amount” specified bank account maintained with the SCSB.
ASBA Account Account maintained with an SCSB which will be blocked by such SCSB to the extent of
the Bid Amount of the ASBA Bidder/ Applicant.
ASBA Bidder A Bidder, other than Anchor Investors in this Issue, who Bids through ASBA process.
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 this Prospectus.
Bankers to the Banks which are clearing members and registered with SEBI as banker to an issue with
2
Term Description
Issue/Escrow Collection whom the Escrow Account will be opened, in this case being HDFC Bank Limited.
Bank(s)
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under the Issue
and which is described in the chapter “Issue Procedure” on page 272 of this Prospectus.
Bid An indication to make an offer during the Bidding Period by a Bidder (other than an
Anchor Investor), or on the Anchor Investor Bid/Issue Period by an Anchor Investor, to
subscribe or purchase the Equity Shares of our Company at a price within the Price Band,
including all revisions and modifications thereto as permissible under the SEBI ICDR
Regulations and in terms of the Red Herring Prospectus and the Bid cum Application
Form.
Bid Amount The highest value of optional Bids indicated in the Bid-cum-Application Form and
payable by the Bidder/blocked in the ASBA Account on submission of a Bid in the Issue,
less the Retail Discount and the Employee Discount, if applicable.
Bid cum Application The form used by a Bidder, including an ASBA Bidder, to make a Bid and which will be
Form considered as an application for Allotment in terms of the Red Herring Prospectus and
the Prospectus.
Bid Lot 50 Equity Shares.
Bid Price The prices indicated against each optional Bid in the Bid cum Application Form.
Bid / Issue Closing Except in relation to any Bids received from the Anchor Investors, the date after which
Date the Syndicate, the Designated Branches and the Registered Brokers will not accept any
Bids, and which shall be notified in all editions of the English national newspaper
Business Standard, all editions of the Hindi national newspaper Business Standard and
the Hyderabad edition of the Telugu newspaper Nava Telangana (Telugu being the
regional language of Telangana, where the Registered Office of our Company is
situated), each with wide circulation and in case of any revision, the extended Bid
Closing Date also to be notified on the website and terminals of the Syndicate and
SCSBs, as required under the SEBI ICDR Regulations. Our Company in consultation
with the BRLM, may decide to close the Bidding by QIBs one Working Day prior to the
Bid/Issue Closing Date, which shall also be notified in an advertisement in the same
newspapers in which the Bid/Issue Opening Date was published.
Bid/Issue Opening Except in relation to any Bids received from the Anchor Investors, the date on which the
Date Syndicate, the Designated Branches and the Registered Brokers shall start accepting
Bids, and which shall be notified in all editions of the English national newspaper
Business Standard, all editions of the Hindi national newspaper Business Standard and
the Hyderabad edition of the Telugu newspaper Nava Telangana (Telugu being the
regional language of Telangana, where the Registered Office of our Company is
situated), each having wide circulation and in case of any revision, the extended Bid /
Issue Opening Date also to be notified on the website and terminals of the Syndicate
Members.
Bid/Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue Opening Date
and the Bid/Issue Closing Date (inclusive of such date and the Bid Opening Date) during
which prospective Bidders, other than Anchor Investors, can submit their Bids, inclusive
of any revision thereof. Provided however that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than Anchor
Investors.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid-cum-Application Form, including an Anchor Investor unless
stated or implied otherwise
Bidding The process of making a Bid.
Bidding Centre Broker centres notified by the Stock Exchanges, where Bidders can submit the Bid cum
Application Forms i.e., Designated Branches of SCSBs, Specified Locations for members
of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs.
Book Building The book building route as provided under Schedule XI of the SEBI ICDR Regulations
3
Term Description
Process/Method in terms of which the Issue is being made.
Book Running Lead Book running lead manager to this Issue, being Aryaman Financial Services Limited.
Manager or BRLM
Broker Centre Broker Centres notified by the Stock Exchanges, where Bidders can submit the Bid cum
Application Forms to a Registered Broker. The details of such Broker Centres, along
with the names and contact details of the Registered Brokers are available on the
websites of the Stock Exchanges.
CAN/Confirmation of The note or advice or intimation sent to each successful Bidder/Applicant indicating the
Allotment Note Equity Shares which may be Allotted, after approval of Basis of Allotment by the
Designated Stock Exchange
Cap Price The higher end of the Price Band and any revisions thereof, above which the Issue Price
will not be finalized and above which no Bids will be accepted.
Client ID Client identification number maintained with one of the Depositories in relation to demat
account.
CDP or Collecting A depository participant as defined under the Depositories Act, 1996, registered with
Depository Participant 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.
Cut-Off Price Issue Price, as finalized by our Company in consultation with the BRLM. Only Retail
Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price.
Depository NSDL and CDSL or any other depository registered with the SEBI under Securities and
Exchange Board of India (Depositories and Participants) Regulations, 1996 as amended
from time to time read with the Depositories Act, 1996.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant A depository participant registered with the SEBI under the Depositories Act.
or DP
Designated Branches Such branches of the SCSBs, which shall collect the Bid cum Application Form from
ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such
other website as may be prescribed by SEBI from, time to time.
Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of
Locations such Designated CDP Locations, along with names and contact details of the Collecting
Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (at www.bseindia.com and www.nseindia.com,
respectively) as updated from time to time.
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the
Escrow Account, or 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, or the amount blocked by the SCSB is transferred from the bank account of
the ASBA Bidder to the Public Issue Account, as the case may be, after the Prospectus is
filed with RoC, following which the Board of Directors shall Allot the Equity Shares to
successful Bidders in the Issue.
Designated Collectively, the Syndicate, Sub-Syndicate Members/ agents, SCSBs, Registered
Intermediary(ies) Brokers, CDPs and RTAs, who are authorised to collect ASBA Forms from the ASBA
Bidders in the Issue.
Designated Stock BSE Limited
Exchange
Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
Locations 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 at www.bseindia.com and www.nseindia.com, respectively.
Draft Red Herring The Draft Red Herring Prospectus dated September 23, 2017 filed with SEBI,prepared
Prospectus or DRHP and issued by our Company in accordance with the SEBI ICDR Regulations.
Eligible Employee A permanent and full time employee of our Company (excluding such employees who
4
Term Description
are not eligible to invest in the Issue under applicable laws, rules, regulations and
guidelines and the Promoter and his immediate relatives) as of the date of registration of
the Red Herring Prospectus with the RoC and who continues to be an employee of our
Company, as the case may be, until the submission of the ASBA Form and who is an
Indian national, and is based, working and present in India as on the date of submission
of the ASBA 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 ASBA Form will also be deemed a
“permanent and a full time employee”.
Eligible NRIs NRIs from such a jurisdiction outside India where it is not unlawful to make an offer or
invitation under this Issue and in relation to whom the Red Herring Prospectus
constitutes an invitation to subscribe to or purchase the Equity Shares.
Eligible QFIs Qualified Foreign Investors from such jurisdictions outside India where it is not unlawful
to make an invitation under the Issue and in relation to whom the Red Herring Prospectus
constitutes an invitation to subscribe to or purchase the Equity Shares issued thereby, and
who have opened dematerialized accounts with SEBI registered qualified depositary
participants, and are deemed as FPIs under the SEBI FPI Regulations
Employee Discount Discount of M 12 to the Issue Price which may be given to Eligible Employees bidding in
the Employee Reservation Portion
Employee Reservation Portion of the Issue being 20,000 Equity Shares aggregating up to M 52.60 lacs available
Portion for allocation to Eligible Employees, on a proportionate basis, not exceeding 5% of our
post – Issue paid – up Equity Share capital. Up to 20,000 Equity Shares are reserved for
allocation and Allotment on a proportionate basis to Eligible Employees Bidding in the
Employee Reservation Portion.
Escrow Account(s) Account opened with the Escrow Collection Bank(s) and in whose favour the Bidders
(excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount
when submitting a Bid.
Escrow Agreement The agreement dated December 11, 2017 to be entered among our Company, the
Registrar to the Issue, the Escrow Collection Bank(s), Refund Bank(s), the BRLM and
the Syndicate Members for the collection of Bid Amounts and where applicable, for
remitting refunds, if any, to the Bidders (excluding the ASBA Bidders) on the terms and
conditions thereof.
First Bidder Bidder whose name appears first in the Bid cum Application Form in case of a joint bid
and whose name shall also appear as the first holder of the beneficiary account held in
joint names or any revisions thereof.
Floor Price The lower end of the Price Band, and any revisions thereof, below which the Issue Price
will not be finalized and below which no Bids will be accepted and which shall not be
less than the face value of the Equity Shares
Issue The issue of 57,63,886 Equity Shares aggregating up to M 15,600 lacs offered by our
Company for subscription pursuant to the terms of this Prospectus.
General Information The General Information Document for investing in public issues prepared and issued in
Document/GID accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified
by SEBI, suitably modified and updated pursuant to, inter alia, 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 SEBI and
included in the chapter “Issue Procedure” on page 272 of this Prospectus.
Issue Agreement The agreement dated September 1, 2017 entered into between our Company and the
BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Expense Expenses in connection with the Issue (including the listing fees).
Issue Price The price (net of Retail Discount and Employee Discount, if applicable), as determined
by our Company in consultation with the BRLM on the Pricing Date, at which the Equity
Shares will be issued and Allotted/transferred in terms of the Prospectus Unless
otherwise stated or the context otherwise implies, the term Issue Price refers to the Issue
5
Term Description
Price applicable to investors other than Anchor Investors.
Issue Proceeds The proceeds of this Issue available to our Company.
Listing Agreement The listing agreement(s) to be entered into by our Company with the Stock Exchanges
Maximum RIB allottees Maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIBs by the
minimum Bid Lot.
Monitoring Agency HDFC Bank Limited
Monitoring Agency The agreement dated December 13, 2017 entered between our Company and HDFC
Agreement Bank Limited
Mutual Fund Portion 56,536 Equity Shares or 5% of the Net QIB Portion (excluding the Anchor Investor
Portion), available for allocation to Mutual Funds only.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Net Issue The Issue less the Employee Reservation Portion, if any
Net Proceeds The proceeds of the Issue less our Company’s share of the Issue related expenses.
Net QIB Portion QIB Portion less the Anchor Investor Portion.
Non-Institutional All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders and
Bidders who have Bid for Equity Shares for a cumulative amount more than M 200,000. (but not
including NRIs other than Eligible NRIs, QFIs other than Eligible QFIs and Eligible
Employees Bidding in the Employee Reservation Portion (if any))
Non-Institutional The portion of the Net Issue being not less than 15% of the Net Issue consisting of
Portion / Non- 8,48,040 Equity Shares, available for allocation on a proportionate basis to Non-
Institutional Category Institutional Bidders subject to valid bids received at or above the Issue Price.
Price Band Price band between the Floor Price and Cap Price (both included), including any
revisions thereof. The Price Band and the minimum Bid lot size for the Issue will be
decided by our Company in consultation with the BRLM and advertised in all editions of
the English national newspaper Business Standard, all editions of the Hindi national
newspaper Business Standard and the Hyderabad edition of the Telugu newspaper Nava
Telangana (Telugu being the regional language of Telangana, where the Registered
Office of our Company is situated) each with wide circulation at least five Working Days
prior to the Bid/Issue Opening Date and all such advertisement(s) shall be available on
the websites of the Stock Exchanges
Pricing Date January 13, 2018, being the date on which the Issue Price is finalised by our Company, in
consultation with the BRLM.
Prospectus This Prospectus dated January 16, 2018 of our Company to be filed with the RoC for this
Issue after the Pricing Date, with the provisions of Section 26 of the Companies Act,
2013 and the SEBI ICDR Regulations containing, inter alia, the Issue Price that is
determined at the end of the Book Building Process, the size of the Issue and certain
other information.
Public Issue Account The bank account opened with the Bankers to the Issue by our Company under Section
40 (3) of the Companies Act, 2013 to receive money from the Escrow Accounts on the
Designated Date, and into which the funds shall be transferred by the SCSBs from the
ASBA Accounts.
QIBs or Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR
Institutional Buyers Regulations.
QIB Portion /QIB The portion of the Issue (including the Anchor Investor Portion) being 28,26,800 Equity
Category Shares which shall be available for allocation to QIBs (including the Anchor Investor
Portion).
Red Herring Prospectus The Red Herring Prospectus dated December 19, 2017 to be issued in accordance with
or RHP Section 32 of the Companies Act, 2013 and the SEBI ICDR Regulations, which will not
have complete particulars of the price at which the Equity Shares shall be offered and the
size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three
Working Days before the Bid/Issue Opening Date and will become the Prospectus upon
filing with the RoC after the Pricing Date.
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Term Description
Refund Account(s) The account(s) opened by our Company, from which refunds of the whole or part of the
Bid Amount (excluding the ASBA Bidders), shall be made.
Refunds through Refunds through NECS, NEFT, direct credit or RTGS, as applicable.
electronic transfer of
funds
Refund Banks Escrow Collection Banks with whom Refund Accounts will be opened and from which a
refund of the whole or part of the Bid Amount, if any, shall be made, in this case being,
HDFC Bank Limited
Registrar Agreement The agreement dated September 1, 2017, entered between our Company and the
Registrar to the Issue, in relation to the responsibilities and obligations of the Registrar to
the Issue pertaining to the Issue.
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the Members of the Syndicate and having terminals at
any of the Broker Centres and eligible to procure Bids in terms of Circular No.
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI.
RTAs or Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Share Transfer Agents the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI.
Registrar or Registrar to Bigshare Services Private Limited
the Issue
Retail Individual Bidders (including HUFs applying through their karta, Eligible NRIs and Resident Retail
Bidders / RIB(s) Individual Bidders) whose Bid Amount for Equity Shares in the Net Issue is not more
than M 200,000 in any of the Bidding options in the Net Issue.
Retail Discount A discount of M 12 on the Issue Price, which may be offered to Retail Individual
Investors
Retail Portion The portion of the Net Issue being not less than 35% of the Net Issue, consisting of
20,69,046 Equity Shares, available for allocation on a proportionate basis to Retail
Individual Bidders.
Revision Form The form used by the Bidders, including ASBA Bidders, to modify the quantity of Equity
Shares or the Bid Amount in any of their Bid cum Application Forms or any previous
Revision Form(s).

QIB Bidders and Non-Institutional Investors 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 and Eligible Employees Bidding in the Employee Reservation Portion
(if any) can revise their Bids during the Bid/ Issue Period and withdraw their Bids until
the Bid/ Issue Closing Date
SEBI (Alternative Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
Investment Funds) 2012.
Regulations/SEBI AIF
Regulations
Self Certified Syndicate The banks which are registered with SEBI under the Securities and Exchange Board of
Banks or SCSBs India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA a
list of which is available on website of SEBI SEBI
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
and updated from time to time
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms, a list of
which is available on the website of the SEBI
(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised Intermediaries) and
updated from time to time
Sub-Syndicate The sub-syndicate members, if any, appointed by the BRLM and the Syndicate Members,
Members to collect ASBA Forms and Revision Forms.
Stock Exchanges The BSE and the NSE.
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Term Description
Syndicate Agreement The agreement dated December 11, 2017to be entered into amongst the members of the
Syndicate, our Company and the Registrar to the Issue in relation to the collection of
Bids in the Issue (other than Bids directly submitted to the SCSBs under the ASBA
process or to Registered Brokers at the Broker Centres)
Syndicate ASBA ASBA Bidders submitting their Bids through the members of the Syndicate or Sub-
Bidders Syndicate Members at the Syndicate ASBA Centres.

Syndicate ASBA Branches of SCSBs in the Syndicate ASBA Bidding Centres, which would accept the Bid
Branches cum Application Forms from the Syndicate ASBA Members.
Syndicate ASBA Those members of the Syndicate who can procure Bid cum Application Forms (in
Members relation to ASBA).
Syndicate Member An Intermediary registered with the SEBI to act as a syndicate member and who are
permitted to carry out activities as an underwriter, namely SMIFS Capital Markets
Limited
Syndicate / members of The BRLM and the Syndicate Member
the Syndicate
Underwriters The BRLM and the Syndicate Member.
Underwriting The Underwriting agreement dated January 15, 2018 entered into between the
Agreement Underwriters and our Company.
Wilful Defaulter A company or a person categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India and includes any company whose director or
promoter is categorised as such.
Working Days 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 the time period between (a) announcement of Price Band and
the Bid/Issue Closing Date, “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 (b) the Bid/Issue 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.

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AoN Acceptance of Necessity
API Application Programming Interface
APU Auxilliary Power Unit
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AWAN Army Wide Area Network
BCG Boston Consulting Group
BE Budget Estimate
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BOM Bill of material
BTP Build to Print
8