Dilip Buildcon Limited

DRAFT RED HERRING PROSPECTUS

Dated March 30, 2015 Please read Section 32 of the Companies Act, 2013

(The Draft Red Herring Prospectus will be updated upon filing with the RoC)

Book Built Issue

Our Company was incorporated as Dilip Buildcon Private Limited on June 12, 2006 as a private limited company under the Companies Act, 1956, with the Registrar of Companies, Madhya Pradesh

at Gwalior (the RoC). Our Company was converted into a public limited company and consequently, the name of our Company was changed to Dilip Buildcon Limited and a fresh certificate of

incorporation was issued by the RoC on August 26, 2010. For further details of change in the name and registered and corporate office of our Company please see the section entitled History and

Certain Corporate Matters on page 173.

Registered and Corporate Office: Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh

Contact Person: Abhishek Shrivastava, Company Secretary and Compliance Officer; Tel: +91 755 4029999; Fax: +91 755 4029998

E-mail: [email protected]; Website: www.dilipbuildcon.co.in

Corporate Identity Number: U45201MP2006PLC018689

OUR PROMOTERS: DILIP SURYAVANSHI, SEEMA SURYAVANSHI, DEVENDRA JAIN AND SURYAVANSHI FAMILY TRUST

PUBLIC ISSUE OF UP TO [] EQUITY SHARES OF FACE VALUE OF 10 EACH (EQUITY SHARES) OF DILIP BUILDCON LIMITED (OUR COMPANY OR THE ISSUER) FOR

CASH AT A PRICE OF [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [] PER EQUITY SHARE) AGGREGATING UP TO [] MILLION (ISSUE) COMPRISING A

FRESH ISSUE OF UP TO [] EQUITY SHARES AGGREGATING UP TO 6,500 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 2,276,265 EQUITY SHARES BY DILIP SURYAVANSHI, 1,225,681 EQUITY SHARES BY DEVENDRA JAIN (DILIP SURYAVANSHI AND DEVENDRA JAIN COLLECTIVELY REFERRED TO AS THE PROMOTER SELLING

SHAREHOLDERS) AND 11,420,969 EQUITY SHARES BY BANYANTREE GROWTH CAPITAL, LLC (THE INVESTOR SELLING SHAREHOLDER) (THE PROMOTER SELLING

SHAREHOLDERS AND THE INVESTOR SELLING SHAREHOLDER COLLECTIVELY, THE SELLING SHAREHOLDERS) AGGREGATING UP TO [] MILLION (THE OFFER FOR SALE AND TOGETHER WITH THE FRESH ISSUE, THE ISSUE). THE ISSUE WILL CONSTITUTE [] % OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL.

THE FACE VALUE OF EQUITY SHARES IS 10 EACH. OUR COMPANY ALONGWITH THE SELLING SHAREHOLDERS MAY, IN CONSULTATION WITH THE BOOK RUNNING LEAD

MANAGERS, OFFER A DISCOUNT OF UP TO [] % (EQUIVALENT TO []) ON THE ISSUE PRICE TO RETAIL INDIVIDUAL BIDDERS (RETAIL DISCOUNT). THE PRICE BAND, THE RETAIL DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK

RUNNING LEAD MANAGERS (BRLMS) AND WILL BE ADVERTISED IN [] EDITION OF [] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND []

EDITIONS OF [] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION IN MADHYA PRADESH) AT LEAST FIVE WORKING DAYS PRIOR

TO THE BID/ISSUE OPENING DATE.

In case of any revision to the Price Band, the Bid/Issue Period will be extended by three additional Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10

Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE Limited (BSE) and the National Stock Exchange of India

Limited (NSE), by issuing a press release, and also by indicating the change on the website of the BRLMs and at the terminals of the other members of the Syndicate.

In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), this is an Issue for at least such percentage of the post-Issue Equity Share capital of the Company that

will be equivalent to 4,000 million calculated at the Issue Price. The Issue is being made through the Book Building Process wherein 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) (the QIB Portion), provided that our Company and the Selling Shareholders in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor

Investors on a discretionary basis. 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 Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual

Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the SEBI Regulations), subject to valid Bids being received at or

above the Issue Price. All potential Bidders, other than Anchor Investors, may participate in the Issue through an 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). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA

process to participate in the Issue. Anchor Investors are not permitted to participate in the Anchor Investor Portion through ASBA Process. For details, please see the section entitled Issue Procedure on page

419.

RISK IN RELATION TO THE FIRST ISSUE

This being the first public issue of our Company, there has been no formal market for the Equity Shares 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 Issue Price (determined and justified by our Company in consultation with the Selling Shareholders and the BRLMs as stated under the section entitled

Basis for Issue Price on page 106) 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 Issue unless they can afford to take the risk of losing their entire investment. Investors

are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue,

including the risks involved. The Equity Shares 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the section entitled Risk Factors on page 17.

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 Issue, which is

material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions

and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any

such opinions or intentions misleading in any material respect. Further, each of the Promoter Selling Shareholders severally accept responsibility that this Draft Red Herring Prospectus contains all information

about him as a Selling Shareholder in the context of the Offer for Sale and further assumes responsibility for statements in relation to him included in this Draft Red Herring Prospectus. The Investor Selling

Shareholder accepts responsibility only for statements specifically made by the Investor Selling Shareholder in this Draft Red Herring Prospectus with respect to itself and the Equity Shares offered by it in the

Offer for Sale and that such statements are true, complete and correct in all material respects and are not misleading in any material respect.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. 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 Issue, the Designated Stock Exchange shall be []. A copy of the Red Herring Prospectus and the Prospectus shall

be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red

Herring Prospectus up to the Bid/Issue Closing Date, see the section Material Contracts and Documents for Inspection on page 483.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

Axis Capital Limited

Axis House, 1st Floor, C-2

Wadia International Center

P. B. Marg, Worli

Mumbai 400 025

Maharashtra

Tel: +91 22 4325 1199

Fax: +91 22 4325 3000

E-mail: [email protected]

Investor grievance e-mail: [email protected]

Website: www.axiscapital.co.in

Contact Person: Akash Aggarwal

SEBI Registration No.: INM000012029

Deutsche Equities India Private Limited

14th Floor, The Capital

Bandra Kurla Complex

Mumbai 400 051

Maharashtra

Tel: +91 22 7180 4444

Fax: +91 22 7180 4199


Investor grievance e-mail: [email protected]

Website: www.db.com/India

Contact Person: Vivek Pabari


PNB Investment Services Limited

11th Floor, Dalamal House

Nariman Point

Mumbai 400 021

Maharashtra

Tel: +91 22 4347 4031

Fax: +91 22 2284 0854


Investor grievance e-mail:

[email protected]

Website: www.pnbisl.com

Contact Person: Vinay N. Rane


Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg

Bhandup (West)

Mumbai 400 078

Maharashtra

Tel: +91 22 6171 5400

Fax: +91 22 2596 0329


Website: www.linkintime.co.in

Contact Person: Sachin Achar

SEBI Registration No.: INR000004058

BID/ISSUE PROGRAMME

BID/ISSUE OPENS ON [](1)

BID/ISSUE CLOSES ON [](2) (1) Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Issue Period

shall be one Working Day prior to the Bid/Issue Opening Date.

(2) Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations.

mailto:[email protected]:[email protected]:[email protected]://www.pnbisl.com/

(i)

TABLE OF CONTENTS

SECTION I: GENERAL ...................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................................................... 14 FORWARD-LOOKING STATEMENTS ....................................................................................................... 16

SECTION II: RISK FACTORS ........................................................................................................................ 17

SECTION III: INTRODUCTION .................................................................................................................... 58

SUMMARY OF INDUSTRY .......................................................................................................................... 58 SUMMARY OF OUR BUSINESS .................................................................................................................. 62 SUMMARY OF FINANCIAL INFORMATION ............................................................................................ 64 THE ISSUE ...................................................................................................................................................... 72 GENERAL INFORMATION .......................................................................................................................... 74 CAPITAL STRUCTURE ................................................................................................................................ 85 OBJECTS OF THE ISSUE .............................................................................................................................. 98 BASIS FOR ISSUE PRICE ........................................................................................................................... 106 STATEMENT OF TAX BENEFITS ............................................................................................................. 109

SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 123

INDUSTRY OVERVIEW ............................................................................................................................. 123 OUR BUSINESS ........................................................................................................................................... 140 REGULATIONS AND POLICIES ................................................................................................................ 169 HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 173 OUR SUBSIDIARIES ................................................................................................................................... 178 OUR MANAGEMENT ................................................................................................................................. 188 OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 207 OUR GROUP COMPANIES ......................................................................................................................... 212 RELATED PARTY TRANSACTIONS ........................................................................................................ 219 DIVIDEND POLICY ..................................................................................................................................... 220

SECTION V: FINANCIAL INFORMATION ............................................................................................... 221

RESTATED CONSOLIDATED FINANCIAL STATEMENTS ................................................................... 221 RESTATED UNCONSOLIDATED FINANCIAL STATEMENTS ............................................................. 272 FINANCIAL INDEBTEDNESS ................................................................................................................... 332 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS .............................................................................................................................................. 360

SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 377

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 377 GOVERNMENT APPROVALS ................................................................................................................... 391 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 393

SECTION VII: ISSUE INFORMATION ....................................................................................................... 411

TERMS OF THE ISSUE ................................................................................................................................ 411 ISSUE STRUCTURE .................................................................................................................................... 414 ISSUE PROCEDURE .................................................................................................................................... 419 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 471

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION............................................ 472

PART A OF THE ARTICLES OF ASSOCIATION ..................................................................................... 472 PART B OF THE ARTICLES OF ASSOCIATION ..................................................................................... 479

SECTION IX: OTHER INFORMATION ..................................................................................................... 483

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 483 DECLARATION ........................................................................................................................................... 485

1

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 or

regulation shall be to such legislation, act or regulation, as amended from time to time.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the

extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI Regulations, the

SCRA, the Depositories Act or the rules and regulations made thereunder.

General Terms

Term Description

our Company, the

Company or the Issuer

Dilip Buildcon Limited, a company incorporated under the Companies Act,

1956 and having its Registered and Corporate Office at Plot No. 5, Inside

Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016,

Madhya Pradesh

we/us/our Unless the context otherwise indicates or implies, our Company, its

Subsidiaries and its Joint Ventures, on a consolidated basis

Company Related Terms

Term Description

Articles of Association The articles of association of our Company, as amended

Auditors/Statutory Auditors The statutory auditors of our Company, Mukund M. Chitale & Co., Chartered

Accountants and Naresh Rajani & Co., Chartered Accountants

Board/Board of Directors The board of directors of our Company or a duly constituted committee

thereof

BTGC Agreement The subscription and shareholders agreement dated February 14, 2012

entered into between our Company, our Promoters and BanyanTree Growth

Capital, LLC

Compulsorily Convertible

Preference Shares

0.01% compulsorily convertible preference shares of our Company of face

value 100,000 each

Director(s) The director(s) of our Company

Equity Shares The equity shares of our Company of face value of 10 each

Group Companies Companies, firms, ventures etc. promoted by our Promoter, irrespective of

whether such entities are covered under Section 370(1)(B) of the Companies

Act, 1956 or not. For details, please see the section entitled Our Group

Companies on page 212

Investor Selling Shareholder BanyanTree Growth Capital, LLC, a company incorporated under the laws of

Mauritius with its principal office at 14, Nexteracom 1, Cybercity, Ebene,

Mauritius

Joint Ventures The joint ventures formed by our Company, namely, (i) Valecha Dilip JV

(formed in partnership with Valecha Engineering Limited); and (ii) Dilip

Buildcon Private Limited and ITS Infrastructure Private Limited (JV) (formed

in partnership with ITS Infrastructure Private Limited).

2

Term Description

Key Management Personnel Key management personnel of our Company in terms of the Companies Act,

2013 and the SEBI Regulations as disclosed in the section entitled Our

Management on page 188

Memorandum of Association The memorandum of association of our Company

Promoters The promoters of our Company namely, Dilip Suryavanshi, Seema

Suryavanshi, Devendra Jain and Suryavanshi Family Trust. For details, please

see the section entitled Our Promoters and Promoter Group on page 207

Promoter Group Persons and entities constituting the promoter group of our Company in terms

of Regulation 2(1)(zb) of the SEBI Regulations and a list of which is provided

in the section entitled Our Promoters and Promoter Group on page 207

Promoter Selling Shareholders Dilip Suryavanshi and Devendra Jain

Registered and Corporate

Office

Registered and corporate office of our Company situated at Plot No. 5, Inside

Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016,

Madhya Pradesh

Shareholders Shareholders of our Company

Subsidiaries Subsidiaries of our Company set out in the section entitled Our Subsidiaries

on page 178

Issue Related Terms

Term Description

Allot/Allotment/Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant

to the Fresh Issue and transfer of the Equity Shares offered by the Selling

Shareholders pursuant to the Offer for Sale to the Allottees

Allottee A successful Bidder to whom the Equity Shares are Allotted

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

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion

with a minimum Bid of 100 million in accordance with the requirements specified in the SEBI Regulations

Anchor Investor Bid/Issue

Period

The day, one Working Day prior to the Bid/Issue Opening Date, on which

Bids by Anchor Investors shall be submitted and allocation to the Anchor

Investors shall be completed

Anchor Investor Issue 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 Issue Price but not higher than the Cap Price.

The Anchor Investor Issue Price will be decided by our Company and the

Selling Shareholders in consultation with the BRLMs.

Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and

the Selling Shareholders in consultation with the BRLMs to Anchor Investors

on a discretionary basis.

One-third of the Anchor Investor Portion shall be reserved for Mutual Funds,

3

Term Description

subject to valid Bids being received from Mutual Funds at or above the price

at which allocation is being done to Anchor Investors.

Application Supported by

Blocked Amount or ASBA

An application, whether physical or electronic, used by Bidders, other than

Anchor Investors, to make a Bid authorising an SCSB to block the Bid

Amount in the ASBA Account.

ASBA is mandatory for QIBs (except Anchor Investors) and Non Institutional

Bidders participating in the Issue. Anchor Investors are not permitted to

participate in the Issue through the ASBA process.

ASBA Account An account maintained with an SCSB and specified in the Bid cum

Application Form submitted by ASBA Bidders for blocking the Bid Amount

mentioned in the Bid cum Application Form

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidder Prospective investors (other than Anchor Investors) in the Issue who intend to

submit Bid through the ASBA process

Banker(s) to the Issue/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 The basis on which the Equity Shares will be Allotted to successful Bidders

under the Issue and which is described in the section entitled Issue

Procedure on page 419

Bid An indication to make an offer during the Bid/Issue Period by a Bidder

pursuant to submission of the Bid cum Application Form, or during the

Anchor Investor Bid/Issue Period by the Anchor Investors, to subscribe to or

purchase the Equity Shares of our Company at a price within the Price Band,

including all revisions and modifications thereto as permitted under the SEBI

Regulations

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form

Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and

which will be considered as the application for Allotment in terms of the Red

Herring Prospectus and the Prospectus

Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date

after which the Syndicate, the Designated Branches and the Registered

Brokers will not accept any Bids, which shall be published in [] edition of []

(a widely circulated English national daily newspaper) and [] editions of []

(a widely circulated Hindi national daily newspaper with wide circulation in

Madhya Pradesh)

Our Company and the Selling Shareholders may, in consultation with the

BRLMs, consider closing the Bid/Issue Period for QIBs one Working Day

prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations

Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on

which the Syndicate, the Designated Branches and the Registered Brokers

shall start accepting Bids, which shall be published in [] edition of [] (a

widely circulated English national daily newspaper) and [] editions of [] (a

widely circulated Hindi national daily newspaper with wide circulation in

Madhya Pradesh)

4

Term Description

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 both days, during

which prospective Bidders can submit their Bids, including any revisions

thereof

Bid Lot [] Equity Shares

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, includes an ASBA Bidder and Anchor Investor

Book Building Process Book building process, as provided in Schedule XI of the SEBI Regulations, in

terms of which the Issue is being made

Broker Centres 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 Broker are available on the respective website of the Stock

Exchanges.

BRLMs/Book Running Lead

Managers

The book running lead managers to the Issue namely, Axis Capital Limited,

Deutsche Equities India Private Limited and PNB Investment Services

Limited

CAN/Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor

Investors, who have been allocated the Equity Shares, after the Anchor

Investor Bid/Issue Period

Cap Price The higher end of the Price Band, above which the Issue Price will not be

finalised and above which no Bids will be accepted

Cut-off Price Issue Price, finalised by our Company in consultation with the BRLMs. 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

Designated Branches Such branches of the SCSBs which shall collect the Bid cum Application

Forms used by the 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 Date The date on which the Escrow Collection Banks transfer funds from the

Escrow Accounts, and the SCSBs issue instructions for transfer of funds from

the ASBA Accounts, to the Public Issue Account or Refund Account, as

appropriate in terms of the Red Herring Prospectus

Designated Stock Exchange []

Deutsche Deutsche Equities India Private Limited

Draft Red Herring Prospectus

or DRHP

This draft red herring prospectus dated March 30, 2015, issued in accordance

with the SEBI Regulations, which does not contain complete particulars of the

price at which the Equity Shares will be Allotted and the size of the Issue

Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an

offer or invitation under the Issue and in relation to whom the Bid cum

Application Form and the Red Herring Prospectus will constitute an invitation

to purchase the Equity Shares

5

Term Description

Escrow Account An 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 Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, []

Escrow Agreement Agreement to be entered into by our Company, the Selling Shareholders, the

Registrar to the Issue, the BRLMs, the Syndicate Members, the Escrow

Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts

and where applicable, refunds of the amounts collected from the Bidders

(excluding the ASBA Bidders), on the terms and conditions thereof

First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form in

case of joint Bids, whose name shall also appear as the first holder of the

beneficiary account held in joint names

Floor Price The lower end of the Price Band, subject to any revision thereto, at or above

which the Issue Price will be finalised and below which no Bids will be

accepted

Fresh Issue The fresh issue of up to [] Equity Shares aggregating up to 6,500 million by our Company

Issue The public issue of up to [] Equity Shares of face value of 10 each for cash

at a price of [] each, aggregating up to [] million comprising the Fresh Issue and the Offer for Sale

Issue Agreement The agreement dated March 27, 2015 between our Company, the Selling

Shareholders and the BRLMs, pursuant to which certain arrangements are

agreed to in relation to the Issue

Issue Price The final price at which Equity Shares will be Allotted in terms of the Red

Herring Prospectus

The Issue Price will be decided by our Company in consultation with the

BRLMs on the Pricing Date.

Issue Proceeds The proceeds of the Issue that is available to our Company and the Selling

Shareholders

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

Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board

of India (Mutual Funds) Regulations, 1996

Net Proceeds Proceeds of the Fresh Issue less our Companys share of the Issue expenses.

For further information about use of the Issue Proceeds and the Issue

expenses, please see the section entitled Objects of the Issue on page 98

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders 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 Issue being not less than 15% of the Issue comprising 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 Issue Price

6

Term Description

Non-Resident A person resident outside India, as defined under FEMA and includes a Non

Resident Indian, FIIs and FPIs

Offer for Sale The offer for sale of up to 2,276,265 Equity Shares by Dilip Suryavanshi,

1,225,681 Equity Shares by Devendra Jain and 11,420,969 Equity Shares by

the Investor Selling Shareholder at the Issue Price aggregating up to [] million in terms of the Red Herring Prospectus

PNBISL PNB Investment Services Limited

Price Band Price band of a minimum price of [] per Equity Share (Floor Price) and the maximum price of [] per Equity Share (Cap Price) including revisions thereof

The Price Band and the minimum Bid Lot size for the Issue will be decided by

our Company and the Selling Shareholders in consultation with the BRLMs

and will be advertised, at least five Working Days prior to the Bid/Issue

Opening Date, in (i) [] edition of English national newspaper [], (ii) []

editions of Hindi national newspaper [], and (iii) [] edition of Hindi regional

language newspaper [], each with wide circulation. Such advertisement will

also disclose the relevant financial ratios calculated at the Floor Price and the

Cap Price and will also be available on the websites of the Stock Exchanges.

Pricing Date The date on which our Company and the Selling Shareholders, in consultation

with the BRLMs, will finalise the Issue Price

Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance

with Section 26 of the Companies Act, 2013, and the provisions of the SEBI

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 An account opened with the Bankers to the Issue by our Company under

Section 40 of the Companies Act, 2013 to receive monies from the Escrow

Account(s) the Designated Date and to which the funds shall be transferred by

the SCSBs from the ASBA Accounts

QIB Category/QIB Portion The portion of the Issue (including the Anchor Investor Portion) being 50% of

the Issue comprising of [] Equity Shares which shall be Allotted to QIBs

(including Anchor Investors)

Qualified Institutional Buyers

or QIBs

Qualified institutional buyers as defined under Regulation 2(1)(zd) of the

SEBI Regulations

Red Herring Prospectus or RHP The Red Herring Prospectus to be issued in accordance with Section 32 of the

Companies Act, 2013 and the provisions of the SEBI Regulations, which will

not have complete particulars of the price at which the Equity Shares will be

offered and the size of the Issue.

The Red Herring Prospectus will be registered with the RoC at least three days

before the Bid/Issue 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(s), from which refunds, if any, of

the whole or part of the Bid Amount (excluding refund to ASBA Bidders)

shall be made

Refund Bank(s) []

Refunds through electronic Refunds through NECS, direct credit, RTGS or NEFT, as applicable

7

Term Description

transfer of funds

Registered Brokers Stock brokers registered with the stock exchanges having nationwide

terminals, other than the Members of the Syndicate

Registrar to the Issue or

Registrar

Link Intime India Private Limited

Restated Consolidated

Financial Statements

Restated consolidated financial statements of assets and liabilities as of and for

the six month period ending September 30, 2014 and as of and for March 31,

2014, 2013, 2012, 2011 and 2010 and statement of profit and loss and cash

flows for the six month period ending September 30, 2014 and for each of the

years ended March 31, 2014, 2013, 2012, 2011 and 2010 for our Company

Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and the Restated

Unconsolidated Financial Statements

Restated Unconsolidated

Financial Statements

Restated unconsolidated financial statements of assets and liabilities as of and

for the six month period ending September 30, 2014 and as of and for March

31, 2014, 2013, 2012, 2011 and 2010 and statement of profit and loss and cash

flows for the six month period ending September 30, 2014 and for each of the

years ended March 31, 2014, 2013, 2012, 2011 and 2010 for our Company

Retail Discount Discount of []% (equivalent of []) to the Issue Price given to Retail Individual Bidders

Retail Individual Bidder(s) Individual Bidders who have Bid for the Equity Shares for an amount not

more than 200,000 in any of the bidding options in the Issue (including HUFs applying through their Karta and Eligible NRIs and does not include

NRIs other than Eligible NRIs)

Retail Portion The portion of the Issue being less than 35% of the Issue consisting of []

Equity Shares which shall be available for allocation to Retail Individual

Bidder(s) in accordance with the SEBI Regulations

Revision Form Form used by the Bidders, including ASBA Bidders, to modify the quantity of

the 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 Bidders are not allowed to lower their Bids

(in terms of quantity of Equity Shares or the Bid Amount) at any stage.

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/home/list/5/33/0/0/Recognised- Intermediaries

Selling Shareholders The Promoter Selling Shareholders and the Investor Selling Shareholder

Share Escrow Agreement The agreement to be entered into among the Selling Shareholders, our

Company and the Escrow Agent in connection with the transfer of Equity

Shares under the Offer for Sale 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 Forms

from ASBA Bidders, a list of which is available at the website of the SEBI

(www.sebi.gov.in) and updated from time to time

Stock Exchanges BSE Limited and the National Stock Exchange of India Limited

8

Term Description

Syndicate Agreement Agreement to be entered into among the BRLMs, the Syndicate Member, our

Company and the Selling Shareholders in relation to the collection of Bids in

the Issue (other than Bids directly submitted to the SCSBs under the ASBA

process and Bids submitted to Registered Brokers at the Broker Centres)

Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities

as an underwriter, namely, []

Syndicate or Members of the

Syndicate

The BRLMs and the Syndicate Members

TRS or Transaction

Registration Slip

The slip or document issued by the Syndicate, or the SCSB (only on demand),

as the case may be, to the Bidder as proof of registration of the Bid

Underwriters The BRLMs and the Syndicate Members

Underwriting Agreement The agreement among the Underwriters, our Company and the Selling

Shareholders to be entered into on or after the Pricing Date

Working Day All days, other than a Sunday or a public holiday on which commercial banks

are open for business, provided however, with reference to (a) announcement

of Price Band; and (b) Bid/Offer Period, Working Days shall mean all days

excluding Saturdays, Sundays and public holidays, which are working days for

commercial banks in India

Technical/Industry Related Terms /Abbreviations

Term Description

BLT Build, Lease and Transfer

BOO Build, Own and Operate

BOOT Build, Operate, Own and Transfer

BOT Build, Operate and Transfer

BOT (Annuity) Annuity based BOT projects

BOT (Toll) Toll based BOT projects

BROT Build, Rehabilitate, Operate and Transfer

CAD Current Account Deficit

COD Date of commencement of the commercial operation of project.

Construction Workers Act The Building and Other Construction Workers (Regulation of Employment

and Conditions of Service) Act, 1996

DBFO Design, Build, Finance and Operate

DBFOT Design, Build, Finance, Operate and Transfer

DFCs Dedicated Freight Corridors

EPC Engineering, Procurement and Construction

9

Term Description

FEED Front End Engineering and Design Contracts

GST Goods and Services Tax

IDC Interest During Construction

Minimum Wages Act The Minimum Wages Act, 1948

MPRDC Madhya Pradesh Road Development Corporation Limited

NH National Highway

NH Act National Highways Act, 1956

NH Fee Rules National Highways Fee (Determination of Rates and Collection) Rules, 2008

NHAI National Highways Authority of India

NHAI Act National Highways Authority of India Act, 1988

NHDP National Highways Development Programme

O&M Operation and Maintenance

OMT Operate Maintain and Transfer

RLT Rehabilitate, Lease or Rent, and Transfer

ROT Rehabilitate, Operate, and Transfer

SPV Special Purpose Vehicle

VGF Viability Gap Funding

Wages Act The Payment of Wages Act, 1936

Conventional and General Terms or Abbreviations

Term Description

AGM Annual General Meeting

AIF Alternative Investment Fund as defined in and registered with SEBI under the

Securities and Exchange Board of India (Alternative Investments Funds)

Regulations, 2012

AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India

Bn/bn Billion

BSE BSE Limited

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 FPIs who are registered as Category II foreign portfolio investors under the

10

Term Description

Investors SEBI FPI Regulations

Category III Foreign Portfolio

Investors

FPIs who are registered as Category III foreign portfolio investors under the

SEBI FPI Regulations

CDSL Central Depository Services (India) Limited

CENVAT Central Value Added Tax

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CIN Corporate Identity Number

CIT Commissioner of Income Tax

Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as applicable

Companies Act, 1956 Companies Act, 1956, as amended (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, to the extent in force pursuant to the notification of

the Notified Sections

C.P.C Civil Procedure Code, 1908

Cr.P.C Criminal Procedure Code, 1973

Depositories NSDL and CDSL

Depositories Act The Depositories Act, 1996

DIN Director Identification Number

DP ID Depository Participants Identification

DP/Depository Participant A depository participant as defined under the Depositories Act

EGM Extraordinary General Meeting

EPS Earnings Per Share

Equity Listing Agreement Listing Agreement to be entered into with the Stock Exchanges on which the

Equity Shares of our Company are to be listed

ESI Act Employee State Insurance under the Employees State Insurance Act, 1948

FCNR Foreign Currency Non-Resident

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations

thereunder

FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India)

Regulations, 2000 and amendments thereto

FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations

11

Term Description

Financial Year/Fiscal/FY Unless stated otherwise, the period of 12 months ending March 31 of that

particular year

FIPB Foreign Investment Promotion Board

FIR First Information Report

FVCI Foreign venture capital investors as defined and registered under the SEBI

FVCI Regulations

GDP Gross Domestic Product

GIR General Index Register

GoI or Government Government of India

HUF Hindu Undivided Family

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act The Income Tax Act, 1961

India Republic of India

Indian GAAP Generally Accepted Accounting Principles in India

IPC Indian Penal Code, 1860

IPO Initial Public Offering

IST Indian Standard Time

IT Information Technology

LIBOR London Interbank Offered Rate

MICR Magnetic Ink Character Recognition

Mn Million

N.A./NA Not Applicable

NAV Net Asset Value

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified by the

Ministry of Corporate Affairs, Government of India

NR Non-Resident

NRE Account Non Resident External Account

NRI A person resident outside India, who is a citizen of India or a person of Indian

origin, and shall have the meaning ascribed to such term in the Foreign

Exchange Management (Deposit) Regulations, 2000

12

Term Description

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

NSE The 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 Issue

p.a. Per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

RBI The Reserve Bank of India

RoC Registrar of Companies, Madhya Pradesh situated at 3rd Floor, 'A' Block,

Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh

RoNW Return on Net Worth

/Rs./Rupees/INR Indian Rupees

RTGS Real Time Gross Settlement

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,

1992

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)

Regulations, 2012

SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995

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 Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations,

1996

13

Term Description

Securities Act United States Securities Act of 1933

SICA Sick Industrial Companies (Special Provisions) Act, 1985

Sq. ft. Square feet

STT Securities Transaction Tax

State Government The government of a state in India

Stock Exchanges The BSE and the NSE

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

U.K. United Kingdom

U.S./U.S.A/United States United States of America

US GAAP Generally Accepted Accounting Principles in the United States of America

USD/US$ United States Dollars

VAS Value Added Services

VAT Value Added Tax

VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI

VCF Regulations

Notwithstanding the foregoing, terms in of the sections Statement of Tax Benefits, Restated Financial

Statements and Main Provisions of Articles of Association on pages 109, 221 and 472, respectively, shall

have the meaning given to such terms in such sections. Page numbers refer to page number of this Draft Red

Herring Prospectus, unless otherwise specified.

14

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 U.S., U.S.A 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, the financial information in this Draft Red Herring Prospectus is derived from our

audited financial statements prepared in accordance with Indian GAAP and the Companies Act and restated in

accordance with the SEBI 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 percentage figures have been rounded off to one decimal place.

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.

There are significant differences between Indian GAAP, U.S. GAAP and IFRS. Our Company does not provide

reconciliation of its financial information to IFRS or U.S. 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 financial

data. For further details, please see the section entitled Risk Factors Significant differences exist between

Indian GAAP and other accounting principles with which investors may be more familiar on page 55.

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 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 the sections Risk Factors, Our

Business, Managements Discussion and Analysis of Financial Conditional and Results of Operations on

pages 17, 140 and 360, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated

on the basis of our audited consolidated financial statements and our Companys audited unconsolidated

financial statements prepared in accordance with Indian GAAP and the Companies Act and restated in

accordance with the SEBI Regulations.

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;

USD or US$ are to United States Dollar, the official currency of the United States; and

Our Company has presented certain numerical information in this Draft Red Herring Prospectus in million

units. One million represents 1,000,000 and one billion represents 1,000,000,000.

Exchange Rates

This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees

that have been presented solely to comply with the SEBI 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.

15

The following table sets forth, for the periods indicated, information with respect to the exchange rate between

the Rupee and the US$ (in Rupees per US$):

Currency As on March

31, 2010

()

As on March

31, 2011

()

As on March

31, 2012

()

As on March

31, 2013

()

As on March

31, 2014

()

As on September

30, 2014

() 1 US$ 45.14 44.65 51.16

(1) 54.39

(2) 60.10

(3) 61.61

Source: RBI Reference Rate, except otherwise specified (1) Exchange rate as on March 30, 2012, as RBI Reference Rate is not available for March 31, 2012 being a Saturday. (2) 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, Saturday and a public holiday, respectively. (3) 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.

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, Roads and Highway, Annual

Review October 2014 issued by CRISIL Research, a division of CRISIL Limited and other 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. Accordingly, no investment decisions should be based

on such information. 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 or the BRLMs or any of their affiliates or

advisors. The data used in these sources may have been re-classified by us for the purposes of presentation. Data

from these sources may also not be comparable.

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 business of our Company is

conducted, and methodologies and assumptions may vary widely among different industry sources.

In accordance with the SEBI Regulations, the section entitled Basis for the Issue Price on page 106 includes

information relating to our peer group companies. Such information has been derived from publicly available

sources, and neither we, nor the BRLMs have independently verified such information.

16

FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain forward-looking statements. These forward-looking

statements generally can be identified by words or phrases such as aim, anticipate, believe, expect,

estimate, intend, 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,

prospects or goals are also forward-looking statements. All forward-looking statements 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.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or

uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining

to the industries in India in which our Company operates 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 in India which have an impact on its 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 the industries

in which we operate. Important factors that could cause actual results to differ materially from our Companys

expectations include, but are not limited to, the following:

General economic and business conditions and level of investment and activity in the infrastructure development and construction sector;

Inability to identify or acquire new projects or win bids for new projects;

Changes in Government policies and budgetary allocations for investments in road infrastructure;

Delays, modifications or cancellations of projects included in our order book and our future projects;

Lower than expected returns on our investment in BOT projects; and

Ability to obtain financing in order to meet our capital expenditure requirements and pursue our growth strategy.

For further discussion of factors that could cause the actual results to differ from the expectations, please see the

sections entitled Risk Factors, Our Business and Managements Discussion and Analysis of Financial

Condition and Results of Operations on pages 17, 140 and 360, 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 gains or losses could materially differ from those that have been estimated.

We cannot assure Bidders that the expectations reflected in these forward-looking statements will prove to be

correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking

statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Draft Red Herring

Prospectus and are not a guarantee of future performance. These statements are based on the managements

beliefs and assumptions, which in turn are based on currently available information. Although we believe the

assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions

could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.

Neither our Company, our Directors, the Selling Shareholders, the BRLMs 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 BRLMs will ensure that Bidders in India are

informed of material developments until the time of the grant of listing and trading permission by the Stock

Exchanges. Each of the Selling Shareholders will severally ensure that Bidders are informed of material

developments in relation to statements and undertakings made by him/it in the Red Herring Prospectus and the

Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges.

17

SECTION II: RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. Investors should carefully consider all the

information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before

making an investment in the Equity Shares. The risks and uncertainties described in this section are not the only

risks that we currently face. Additional risks and uncertainties not currently known to us or that are currently

believed to be immaterial may also have an adverse impact on our business, results of operations and financial

condition. If any of the following risks, or other risks that are not currently known or are currently deemed

immaterial, actually occur, our business, results of operations and financial condition could be materially and

adversely affected and the price of the Equity Shares could decline, causing the investors to lose part or all of

the value of their investment in the Equity Shares. The financial and other related implications of the risk

factors, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are

certain risk factors where the financial impact is not quantifiable and, therefore, cannot be disclosed in such

risk factors.

To obtain a complete understanding, prospective investors should read this section in conjunction with the

sections Our Business and Managements Discussion and Analysis of Financial Condition and Results of

Operations on pages 140 and 360, respectively, as well as the other financial and statistical information

contained in this Draft Red Herring Prospectus. The financial information in this section is derived from our

Restated Financial Statements as of and for the six months ended September 30, 2014 and for the Financial

Years 2014, 2013, 2012, 2011 and 2010.

Internal Risk Factors

Risks Relating to our Business

1. There are certain criminal proceedings pending against our Company, our Promoters and certain

Directors and employees.

There are certain criminal proceedings pending against our Company, our Promoters and certain

Directors which are pending at different levels of adjudication before various courts. The amounts

claimed in these proceedings have been disclosed to the extent ascertainable and quantifiable, and

include amounts jointly and severally from our Company and other parties. There are two criminal

cases pending against our Company, Promoters and Directors. Also, there are various criminal cases

pending against our employees in relation to road accidents, under various sections of the IPC and any

adverse outcome in these cases could have a material adverse impact on the position of our Company

These proceedings may have a significant impact on our corporate image, reputation, client

relationships and chances of undertaking new projects, divert the attention of our management and

Promoters and waste our corporate resources. If we are unable to neutralize the impact of these

proceedings effectively or efficiently, we may suffer damage to our reputation and relationships with

our clients, lenders, suppliers and communities and experience significant project delays or cost

overruns. Our business, prospects, financial condition and results of operation could be materially and

adversely affected as a result. For details in relation to certain material litigation, please see the section

entitled Outstanding Litigation and Material Developments on page 377.

2. There are outstanding legal proceedings against our Company, certain of its Directors, its

Promoters, Subsidiaries and its Joint Ventures, which may adversely affect our business, financial

condition and results of operations.

There are outstanding legal proceedings against us that are incidental to our business and operations,

including certain criminal proceedings against our Company, certain of its Directors, its Promoters and

its Subsidiaries and Joint Ventures. These proceedings are pending at different levels of adjudication

before various courts, tribunals, enquiry officers and appellate tribunals. Such proceedings could divert

management time and attention, and consume financial resources in their defense. Further, an adverse

judgment in some of these proceedings could have an adverse impact on our business, financial

condition and results of operations. Additionally, some properties on which we are developing projects

are subject to litigation.

A summary of the outstanding legal proceedings against our Company, its Directors, its Promoters, and

its Subsidiaries and Joint Ventures as disclosed in this Draft Red Herring Prospectus along with the

amount involved, to the extent quantifiable, have been set out below (excluding certain cases against

18

our Company for traffic accidents caused by our drivers that occurred during the ordinary course of our

business):

Litigation against our Company

S. No. Nature of Case Number of Outstanding

Cases

Amount involved(1)

(in million) 1. Criminal 2

(2) -

2. Civil 172 527.49

3. Income Tax 1 0.07(3)(4)

4. Labour 5 15.23 (1) Approximate amounts involved, may vary due to any penalty or interest (2) Excluding 113 criminal cases filed against the employees of our Company. (3) 10,000 per assessment year from 2007-2008 to 2013-2014. (4) This amount does not include amounts deposited with the Income Tax Settlement Commission.

Litigation against the Directors


Cases

Amount involved(1)

(in million) Dilip Suryavanshi

(2)

1. Criminal 1 -

2. Civil 7 3.06

3. Income Tax 2 0.07(3)(4)

Seema Suryavanshi(2)

1. Criminal 1 -

2. Civil nil -

3. Income Tax 1 -(4)

Devendra Jain(2)

1. Criminal 1 -

2. Civil 3 0.54

3. Income Tax 1 23.52

Naval Jawaharlal Totla

1. Criminal nil -

2. Civil nil -

3. Income Tax 1 6.09(5)

Amogh Kumar Gupta

1. Criminal 1 -

2. Civil nil -

3. Income Tax nil - (1) Approximate amounts involved, may vary due to any penalty or interest (2) Also the Promoters of our Company. (3) 10,000 per assessment year from 2007-2008 to 2013-2014. (4) This amount does not include amounts deposited with the Income Tax Settlement Commission. (5) Additions in income made in the assessment order

Litigation against the Subsidiaries and Joint Ventures


Cases

Amount involved(1)

(in million) 1. Civil 4 0.06

2. Arbitration 5 303.28 (1) Approximate amounts involved, may vary due to any penalty or interest

We cannot assure you that any of these proceedings will be decided in favour of us, our Promoters, our

Directors, our Subsidiaries, our Joint Ventures or our Group Companies or that no further liability will

arise out of these proceedings. Further, the amounts claimed in these proceedings have been disclosed

to the extent ascertainable, excluding contingent liabilities and include amounts claimed. Should any

new developments arise, such as a change in Indian law or rulings by appellate courts or tribunals,

additional provisions may need to be made by us, our Promoters, our Directors, our Subsidiaries, our

Joint Ventures and our Group Companies in our respective financial statements, which may adversely

19

affect our business, financial condition and reputation. For further details of outstanding litigation

against us, our Directors, our Promoters, our Subsidiaries, our Joint Ventures and our Group

Companies, please see the section entitled Outstanding Litigation and Material Developments on

page 377.

3. Our Company and certain of our Promoters and Directors have been subject to search and seizure

operations conducted by the Indian income tax authorities. Any adverse determination by the tax

authorities in this matter could increase our tax liability and subject us to monetary penalties.

Search and seizure proceedings were initiated by the Income Tax Department on June 20, 2012 against

our Company and certain of our Subsidiaries, Promoters, Directors, Promoter Group entities and Group

Companies (the Income Tax Search and Seizure Proceedings). Pursuant to the Income Tax Search

and Seizure Proceedings, the Deputy Commissioner of Income Tax, Central, Bhopal issued notices

under Section 153A of the Income Tax Act, 1961 for assessment years 2007-08 to 2012-13 on

December 27, 2012, and a notice under Section 143(2) of the Income Tax Act, 1961, for assessment

year 2013-14 on September 10, 2014 against our Company and certain of our Subsidiaries, Promoters,

Directors, Promoter Group entities and Group Companies. Our Company has filed a response to the

assessing officer on December 17, 2013, stating that return of income filed under Section 139(1) of the

Income Tax Act, 1961, for the assessment years 2007-08, 2009-10, 2010-11, 2011-12, and 2012-13,

shall be considered as return of income filed under section 153A of the Income Tax Act, 1961. Our

Company and two of our Promoters, Dilip Suryavanshi and Seema Suryavanshi have filed settlement

applications under Section 245C (1) of the Income Tax Act, 1961 along with fresh computation of

incomes before the Income Tax Settlement Commission, Additional Bench, Mumbai (the Settlement

Commission) on March 12, 2015. Our Company, Dilip Suryavanshi and Seema Suryavanshi have

deposited amounts aggregating 71.00 million, 107.20 million, and 8.80 million, respectively, towards the proposed settlement. For details, please see section entitled Outstanding Litigation and

Material Developments on page 377. There can be no assurance that the Settlement Commission will

accept the settlement terms proposed by our Company and our Promoter, and that there will be no

additional tax liability imposed on our Company or our Promoters. Further, there can be no assurance

that any settlement order passed by the Settlement Commission will not be challenged by the Income

Tax department. Any adverse determination in such proceedings may have a material adverse effect on

our financial condition, cash flows, and results of operations.

4. Projects included in our order book and our future projects may be delayed, modified or cancelled

for reasons beyond our control which may materially and adversely affect our business, prospects,

reputation, profitability, financial condition and results of operation.

As of September 30, 2014, our order book was 56,658.75 million. Our order book sets forth our expected revenues from uncompleted portions of the construction contracts received. However, project

delays, modifications in the scope or cancellations may occur from time to time due to either a clients

or our default, incidents of force majeure or legal impediments. For example, in some of our projects,

we or our clients are obliged to take certain actions, such as acquiring land, securing right of way,

clearing forests, securing required licenses, authorisations or permits, making advance payments or

opening of letters of credit or moving existing utilities, which may be delayed due to our clients non-

performance, our own breaches or force majeure factors. In an EPC project, we may incur significant

additional costs due to project delays and our counterparties may seek liquidated damages due to our

failure to complete the required milestones or even terminate the construction contract totally or refuse

to grant us any extension. The schedule of completion may need to be reset and we may not be able to

recognize revenue if the required percentage of completion is not achieved in the specified timeframe.

In a BOT project, such delays may result in our payment of damages to the other parties, the clients

invocation of our performance security and consequential delays in our receipt of annuities and/or

collection of tolls in our BOT projects.

We may not have the full protection in our construction contracts or concession agreements against

such delays or associated liabilities and/or additional costs. Further, we may have escalation clauses in

some of our contracts, which, may be interpreted restrictively by our counterparties, who may dispute

our claims for additional costs. As a result, our future earnings may be different from the amount in the

order book. Our contracts may be amended, delayed or cancelled before work commences or during the

course of construction. Due to unexpected changes in a projects scope and schedule, we cannot predict

with certainty when or if expected revenues as reflected in the order book will be achieved. In addition,

even where a project proceeds as scheduled, it is possible that contracting parties may default and fail

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to pay amounts owed or receivables due. If any or all of these risks materialize, our business, prospects,

reputation, profitability, financial condition and results of operation may be materially and adversely

affected.

5. If we are not successful in managing our growth, our business may be disrupted and our

profitability may be reduced.

We have experienced high growth in recent years and expect our businesses to continue to grow

significantly. We achieved a 78.44% continuous year-on-year revenue growth for the four-year period

ended March 31, 2014. We expect this growth to place significant demands on us and require us to

continuously evolve and improve our operational, financial and internal controls across our Group. Our

future growth is subject to risks arising from a rapid increase in order volume, and inability to retain

and recruit skilled staff. Although we plan to continue to expand our scale of operations through

organic growth or investments in other entities, we may not grow at a rate comparable to our growth

rate in the past, either in terms of income or profit.

Our future growth may place significant demands on our management and operations and require us to

continuously evolve and improve our financial, operational and other internal controls within our

Group. In particular, continued expansion may pose challenges in:

maintaining high levels of project control and management, and client satisfaction;

recruiting, training and retaining sufficient skilled management, technical and bidding personnel;

developing and improving our internal administrative infrastructure, particularly our financial, operational, communications, internal control and other internal systems;

making accurate assessments of the resources we will require;

adhering to the standards of health, safety and environment and quality and process execution to meet clients expectations;

operating in jurisdictions and business segments where we have limited experience;

preserving a uniform culture, values and work environment;

strengthening internal control and ensuring compliance with legal and contractual obligations;

managing relationships with clients, suppliers, contractors, investors, lenders and service providers; and

supporting infrastructure such as IT and HR management systems.

To manage our growth, we are also in the process of implementing an ERP system to improve

efficiency and exercise better control over our project sites. Failure to implement the system on time or

at all may have an adverse impact on our ability to manage our growth. If we are not successful in

managing our growth, our business may be disrupted and profitability may be reduced. Our business,

prospects, financial condition and results of operations may be adversely affected.

6. Lower than expected returns on our investment in BOT projects may adversely affect our financial

results; we may not be able to divest BOT projects at the prices we anticipate or at all and new roads

may compete with our BOT road projects.

While our strategy is to undertake BOT projects opportunistically, we had a portfolio of 12 BOT

projects as of September 30, 2014, with 10 completed projects and two under-construction. Our BOT

projects fall into three typesannuity plus toll-based, annuity-based and toll-based. For further details,

please see the section entitled Business Infrastructure Development Business on page 141 of this

Draft Red Herring Prospectus. Return on investment in our BOT projects is based on a number of

factors, including financing costs, amount of capital invested, duration and other terms and conditions

of the concessions and the toll revenues and annuities collected.

In our annuity BOT projects or BOT projects with an annuity component, our annuity revenue depends on the fixed amounts paid to us by our government clients. The amount of annuity is

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not necessarily linked to our actual costs of construction and may only be changed by the

government clients pursuant to the relevant concession agreements.

In our toll-based projects or projects with a toll component, our toll revenue depends on the tolling rates set by the NHAI in accordance with the Indian Tolls Act, 1881 and the actual

traffic volume using our roads. Our decision to undertake BOT road projects is largely based

on our estimate of our expected toll revenue, which is turn partly based on our estimate of the

traffic volume using our roads. Traffic volume may be affected by a number of factors beyond

our control, including general economic conditions, alternate routes, alternate means of

transportation, location of toll plazas, weather conditions, demographic changes, fuel prices,

reduction in commercial or industrial activities in the regions served by the roads and natural

disasters. Thus the actual traffic volume may be lower than our estimate. Decreases in traffic

volume, aggravated by delays in project completion or financial closure, could result in a

significant loss of our toll revenue. In addition, our concession agreements typically limit and

regulate increases in tolling rates, where adjustments could be made only upon the occurrence

of certain events specified in our concession agreements. Usually, the NHAI sets the

applicable tolling rates and we may not be able to increase tolling rates to cover increases in

our operational costs.

In some of our concession agreements, adjustments of annuities are linked to the movements of

inflation indices in a relevant year. However, there are no provisions in our concession agreements

protecting us against increases in interest rates or cost of raw materials. Our lenders may have the right

to periodically adjust our interest rates and our applicable interest rates may increase based on their

review of our credit profile and perceived risks in our operations. Our operational costs may also

increase substantially during the construction or operation of our BOT projects due to shortage of raw

materials or substantial increases in prices of raw materials beyond the permitted scope of adjustment

in the relevant concession agreements. Many factors causing such adverse changes are beyond our

control and we are usually not able to demand matching increases in our tolling rates or annuities. Even

if we invoke the inflation adjustment clauses in some of our concession agreements, the increase may

not be adequate to offset the negative impact of increases in interest rates or cost of raw materials.

Under the relevant concession agreements, our Subsidiaries have rights to construct and operate the

road projects exclusively for fixed periods of time and we receive annuities and/or tolls, as the case

may be, for the use of our roads. However, we may be faced with competition from new roads

developed by State Governments, which are not within our control. For example, MPRDC has the right

to construct competing roads after a prescribed period of time, pursuant to the terms of the concession

agreements. State Governments may not always charge for the use of these roads. There can be no

assurance that our road projects will compete effectively against such roads that connect the same

locations. Any material decrease in the actual traffic volume as compared to our forecasted traffic

volume could have a material adverse effect on our cash flows from our tolling projects, which in turn

can adversely affect our business, prospects, financial condition and results of operation.

In addition, various other governmental authorities could implement policies that may affect our return

on investments in unpredictable ways. As our BOT projects often require significant capital investment

with potential returns spread over a long period of time, inadequate toll revenues and annuities

collected from our projects may result in a low return or even loss on our investment, which may

adversely affect our liquidity, business, financial condition and results of operation.

As part of our growth strategy, we may evaluate, from time to time, the opportunities to divest the BOT

assets that have lower profit margins and use the proceeds to acquire assets with higher profit margins.

We optimize our portfolio of projects by retaining or acquiring the BOT projects that yield higher

returns and make more efficient use of our capital. However, we cannot assure you that we will be able

to divest such BOT projects at the prices we anticipate or at all. Particularly, other BOT asset owners

may similarly seek to improve their balance sheets and sell their BOT projects. There may be a lack of

market demand as the majority of BOT assets typically require purchasers to have substantial capital.

Offers for our BOT assets may be substantially below the book values of these assets. In this

circumstance, we may not be able to divest such assets or implement our above strategy at all. As a

result, our business, prospects, financial condition and results of operations may be adversely affected.

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7. Our projects are exposed to various implementation and other risks and uncertainties.

Some of our projects are under construction or development. The construction or development of these

new projects involves various implementation risks including construction delays, delay or disruption

in supply of raw materials, delays in acquisition of land, unanticipated cost increases, force majeure

events, cost overruns or disputes with our joint venture partners. We may be further subject to

regulatory risks, financing risks and the risks that these projects may ultimately prove to be

unprofitable. In particular:

delays in completion and commercial operation could increase the financing costs associated with the construction and cause our forecast budget to be exceeded;

some of the drawings for the sites on which these projects are expected to be developed may not be accurate;

we may encounter unforeseen engineering problems, disputes with workers, force majeure events and unanticipated costs due to defective plans and specifications;

we may not be able to obtain adequate capital or other financing at affordable costs or obtain any financing at all to complete construction of and to commence operations of these projects;

we may not be able to provide the required guarantees under project agreements or enter into financing arrangements due to lack of working capital;

we may not receive timely regulatory approvals and/or permits for development and operation of our projects, such as environmental clearances, mining, forestry or other approvals from the

federal or state environmental protection agencies, mining, forestry, railway or other

regulatory authorities and may experience delays in government land acquisition and

procuring right of way and other unanticipated delays;

we may not be able to recover the amounts already invested in these

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