NEWGEN SOFTWARE TECHNOLOGIES LIMITED€¦ · newgen software technologies limited (“our...

NEWGEN SOFTWARE TECHNOLOGIES LIMITED Our Company was incorporated as ‘Newgen Software Technologies Private Limited’ on June 5, 1992, as a private limited company under the Companies Act, 1956 (“Companies Act 1956”), at New Delhi,

with a certificate of incorporation granted by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi (“RoC”). Our Company became a deemed public limited company

in terms of Section 43(A) of the Companies Act 1956 with effect from July 1, 1997. Subsequently, pursuant to a resolution dated June 7, 2000 of our shareholders, our name was changed to ‘Newgen Software

Technologies Limited’ and our Company was converted to a public limited company with effect from June 13, 2000. For details of changes in name and registered office of our Company, see “History and

Certain Corporate Matters” on page 149.

Corporate Identity Number: U72200DL1992PLC049074

Registered and Corporate Office: A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi 110 067, India Tel: +91 11 4077 0100, 2696 3571, 26964733 Fax: +91 11 2685 6936 Contact Person: Aman Mourya, Company Secretary and compliance officer Tel: +91 11 2681 5472

E-mail: [email protected] Website: www.newgensoft.com

OUR PROMOTERS: DIWAKAR NIGAM AND T.S. VARADARAJAN

INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY SHARES”) OF NEWGEN SOFTWARE TECHNOLOGIES LIMITED (“OUR COMPANY”

OR “THE COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “OFFER PRICE”)

AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹ 950.00 MILLION AND AN OFFER

FOR SALE OF UP TO 13,453,932 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION BY THE SELLING SHAREHOLDERS (AS DEFINED HEREINAFTER), (“OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND SELLING SHAREHOLDERS, IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND

BOOK RUNNING LEAD MANAGERS (THE “GCBRLMs”) AND BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY

CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE

REGIONAL LANGUAGE IN THE PLACE WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE

AVAILABLE TO THE BSE LIMITED (THE “BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”, AND TOGETHER WITH THE BSE, THE “STOCK EXCHANGES”)

FOR THE PURPOSES OF UPLOADING ON THEIR RESPECTIVE WEBSITES.

THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF EQUITY SHARES

In case of a revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after revision of the Price Band subject to the Bid/Offer Period not exceeding a total of

10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by

indicating the change on the websites of the GCBRLMs and the BRLM, and at the terminals of the members of the Syndicate and by intimation to Self-Certified Syndicate Banks (“SCSBs”), the Registered

Brokers, Collecting Registrar and Share Transfer Agents (“CRTAs”) and Collecting Depository Participants (“CDPs”).

In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”) the Offer is being made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations,

wherein not more than 50% of the Offer shall be allocated to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that our Company may, in consultation with the GCBRLMs and the

BRLM, allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third shall be

reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation

Price”). Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or above

the Offer Price, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being

received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors (“Non-Institutional Category”) and not less

than 35% of the Offer shall be available for allocation to Retail Individual Investors (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the

Offer Price. All Investors (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process, and shall provide details of their

respective bank account in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”). Anchor Investors are not permitted to participate in the Anchor Investor Portion through the

ASBA process. For details, see “Offer Procedure” on page 367.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ₹ 10 and the Floor Price and Cap Price are [●]

times and [●] times of the face value of the Equity Shares, respectively. The Offer Price (as determined and justified by our Company and the Selling Shareholders in consultation with the GCBRLMs and the

BRLM, in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 99) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed.

No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are

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

including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the

contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 15.

ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material

in the context of the Offer, that the information contained in this 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 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 Selling Shareholder accepts responsibility for and confirms that the information relating to itself and the Equity Shares being offered by it in the

Offer for Sale contained in this Red Herring Prospectus are true and correct in all material aspects and are not misleading in any material respect. Each Selling Shareholder, severally and not jointly, does not

assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to the Company or the other Selling Shareholders in this Red Herring

Prospectus.

LISTING

The Equity Shares offered though this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from the BSE and the NSE for the listing of the Equity

Shares pursuant to letters dated October 18, 2017 and October 17, 2017, respectively. For the purposes of this Offer, BSE is the Designated Stock Exchange. A signed copy of this 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 this Red Herring Prospectus up to the Bid/Offer Closing Date. See “Material Contracts and Documents for Inspection” on page 422.

GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

ICICI Securities Limited

ICICI Center, H.T. Parekh Marg

Churchgate, Mumbai 400 020

Maharashtra, India

Tel: +91 22 2288 2460

Fax: +91 22 2282 6580

E-mail: [email protected]

Website: www.icicisecurities.com

Investor Grievance E-mail:

[email protected]

Contact Person: Shekher Asnani/ Vishal

Kanjani

SEBI Registration No.: INM000011179

Jefferies India Private Limited 42/43, 2 North Avenue, Maker Maxity

Bandra Kurla Complex, Bandra (East), Mumbai

400 051

Maharashtra, India

Tel: +91 22 4356 6000

Fax: +91 22 6765 5595

E-mail: [email protected]

Website: www.jefferies.com


[email protected]

Contact Person: Amit Agarwal

SEBI Registration No.: INM000011443

IDFC Bank Limited

Naman Chambers

C 32, G Block, Bandra Kurla Complex

Bandra (East), Mumbai 400 051

Maharashtra, India

Tel : +91 22 7132 5500

Fax : +91 22 6622 2501

Email: [email protected]

Website: www.idfcbank.com


[email protected]

Contact Person: Gaurav Goyal/ Harsh Thakkar

SEBI Registration No.: MB/INM000012250

Karvy Computershare Private Limited

Karvy Selenium Tower B

Plot 31 and 32, Gachibowli

Financial District, Nanakramguda

Hyderabad 500 032

Telangana, India

Tel: +91 40 6716 2222

Fax: +91 40 2343 1551

Email: [email protected]

Investor Grievance e-mail: newgen.ipo

@karvy.com

Website: www.karisma.karvy.com

Contact Person: M. Murali Krishna

SEBI Registration No. INR000000221

BID/OFFER PERIOD

BID/OFFER OPENS ON* January 16, 2018 BID/OFFER CLOSES ON January 18, 2018 * Our Company, in consultation with the GCBRLMs and the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be

one Working Day prior to the Bid/Offer Opening Date.

RED HERRING PROSPECTUS

Dated January 5, 2018

Please read Section 32 of the Companies Act 2013

100% Book Building Offer

http://www.newgensoft.com/

TABLE OF CONTENTS

SECTION I - GENERAL ..................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION ............................................................................................................ 11 FORWARD-LOOKING STATEMENTS ................................................................................................... 14

SECTION II - RISK FACTORS ....................................................................................................................... 15

SECTION III – INTRODUCTION ................................................................................................................... 41

SUMMARY OF INDUSTRY ........................................................................................................................ 41 SUMMARY OF BUSINESS ......................................................................................................................... 45 SUMMARY FINANCIAL INFORMATION .............................................................................................. 55 THE OFFER .................................................................................................................................................. 63 GENERAL INFORMATION ....................................................................................................................... 65 CAPITAL STRUCTURE .............................................................................................................................. 74 OBJECTS OF THE OFFER ......................................................................................................................... 92 BASIS FOR OFFER PRICE ........................................................................................................................ 99 STATEMENT OF TAX BENEFITS .......................................................................................................... 102

SECTION IV: ABOUT THE COMPANY ..................................................................................................... 106

INDUSTRY OVERVIEW ........................................................................................................................... 106 OUR BUSINESS .......................................................................................................................................... 124 KEY REGULATIONS AND POLICIES IN INDIA................................................................................. 145 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 149 OUR MANAGEMENT ............................................................................................................................... 157 OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES ......................................... 171 DIVIDEND POLICY ................................................................................................................................... 175

SECTION V – FINANCIAL INFORMATION ............................................................................................. 176

FINANCIAL STATEMENTS..................................................................................................................... 176 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS .......... 303 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS ...................................................................................................................................... 308 FINANCIAL INDEBTEDNESS ................................................................................................................. 332

SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 334

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS .............................. 334 GOVERNMENT AND OTHER APPROVALS ........................................................................................ 338 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 343

SECTION VII – OFFER RELATED INFORMATION ............................................................................... 361

OFFER STRUCTURE ................................................................................................................................ 361 TERMS OF THE OFFER ........................................................................................................................... 364 OFFER PROCEDURE................................................................................................................................ 367

SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .......................................... 412

PART A OF THE ARTICLES OF ASSOCIATION ................................................................................ 412 PART B OF THE ARTICLES OF ASSOCIATION ................................................................................ 421

SECTION IX – OTHER INFORMATION .................................................................................................... 422

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 422 DECLARATION ......................................................................................................................................... 424

1

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in

this Red Herring Prospectus, and references to any statute or regulations or policies will include any amendments

or re-enactments thereto, from time to time. In case of any inconsistency between the definitions given below and

the definitions contained in the General Information Document (as defined below), the definitions given below

shall prevail.

Unless the context otherwise indicates, all references to “the Company”, “our Company” are references to

Newgen Software Technologies Limited, a company incorporated in India under the Companies Act 1956 with its

Registered Office at A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi 110 067, India, and references

to“we”, “us” and “our” are references to our Company, together with its Subsidiaries (as defined below).

Company Related Terms

Term Description

AoA/Articles of Association

or Articles

The articles of association of our Company, as amended

Ascent Capital Unit Trust of India Investment Advisory Services Limited a/c Ascent India Fund III

Audit Committee The audit committee of our Board constituted in accordance with Regulation 18 of the SEBI

Listing Regulations and Section 177 of the Companies Act 2013. For details, see “Our

Management” on page 157

Auditors/ Statutory Auditors The statutory auditor of our Company, being B S R & Associates LLP, Chartered

Accountants

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

CCPS Compulsorily convertible preference shares of our Company having a face value of ₹ 10 each

Director(s) The director(s) on our Board

DVRs Equity shares of our Company with differential voting rights having a face value of ₹ 10 each.

Pursuant to the resolutions dated June 14, 2017 and July 28, 2017, our Board and the

shareholders of our Company, respectively, noted the expiry of the differential rights

attached to the DVRs and took on record that the DVRs were now treated at par with the

Equity Shares, pursuant to conversion of the CCPS held by Ascent Capital and IDGVI, on

March 27, 2017

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

Group Companies The group companies of our Company, as covered under the applicable accounting

standards and other companies as considered material by our Board in terms of the

Materiality Policy and described in “Our Promoters, Promoter Group and Group

Companies” on page 171

IDGVI IDG Ventures India Fund II LLC

Independent Valuer Aggarwal and Associates, a category-I independent valuer, registered with the Government

of India, under the applicable provisions of the Wealth Tax Act, 1957

Indian Angel Network Indian Angel Network Services Private Limited

IPO Committee The IPO committee of our Board constituted to facilitate the process of the Offer, comprising

Diwakar Nigam, T.S. Varadarajan and Priyadarshini Nigam

KMP/ Key Managerial

Personnel

Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR

Regulations and Section 2(51) of the Companies Act 2013 and as described in “Our

Management” on page 157

Market Price Assessment

Report

Market Price Assessment Report for an IT/ITeS Development located on Noida-Greater Noida

Expressway, Uttar Pradesh, India, prepared in September 2017, by the Independent Valuer

Materiality Policy The policy adopted by our Board on September 18, 2017 for identification of Group

Companies, material outstanding litigation and material dues outstanding to creditors in

respect of our Company, pursuant to the disclosure requirements under the SEBI ICDR

Regulations

MoA/Memorandum

of Association

The memorandum of association of our Company, as amended

NCTL Newgen Computers Technologies Limited. For details, see “History and Certain Corporate

Matters” on page 149

Newgen Canada Newgen Software Technologies Canada Ltd. For details, see “History and Certain Corporate


Newgen ESOP 1999 Newgen Employee Stock Option Plan 1999. For details, see “Capital Structure” on page

74


74

2

Term Description


74

Newgen SHA Shareholders’ agreement dated October 31, 2013 by and among our Company, the Promoters,

Ascent Capital, IDGVI and SAP V and other parties as amended, including by the Newgen

SHA Amendment and detailed in “History and Certain Corporate Matters” on page 149

Newgen SHA Amendment Amendment agreement dated July 7, 2017 to the Newgen SHA, entered into among our

Company, our Promoters, Priyadarshini Nigam and Usha Varadarajan, Ascent Capital, IDGVI

and SAP V

Newgen Singapore Newgen Software Technologies Pte. Ltd. For details, see “History and Certain Corporate


Newgen SPA Share purchase agreement dated October 31, 2013 by and among our Company, HAV 2

(Mauritius) Limited, Ascent Capital and IDGVI and our Promoters. For details, see “History

and Certain Corporate Matters” on page 149

Newgen SPSA Share purchase cum share subscription agreement dated October 31, 2013 by and among our

Company, our Promoters, Priyadarshini Nigam, Usha Varadarajan, Ascent Capital and IDGVI

Newgen UK Newgen Software Technologies (UK) Ltd. For details, see “History and Certain Corporate


Newgen USA Newgen Software Inc., USA. For details, see “History and Certain Corporate Matters” on

page 149

Nomination and

Remuneration Committee

The nomination and remuneration committee of our Board constituted in accordance with

Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies Act 2013.

For details, see “Our Management” on page 157

Ovum/ Informa Informa Telecoms and Media Limited

Ovum Report A report titled Business Software Industry Report: Digitalization, IT modernization and

automation are driving market growth dated August 7, 2017, prepared by Ovum

Pandara SPA Share purchase agreement dated March 27, 2014 by and among IDGVI, Pandara Trust and

our Company. For details, see “History and Certain Corporate Matters” on page 149

Pandara Trust Vistra ITCL (India) Limited (formerly known as IL&FS Trust Company Limited) on behalf

of Pandara Trust Scheme 1, a scheme of Pandara Trust (managed by Nishaavritra

Investment Manager LLP)

Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation

2(1)(zb) of the SEBI ICDR Regulations and as disclosed in “Our Promoters, Promoter Group

and Group Companies” on page 171

Promoters The promoters of our Company, namely Diwakar Nigam and T.S. Varadarajan

Registered and Corporate

Office

The registered office and corporate office of our Company, situated at A-6, Satsang Vihar

Marg, Qutab Institutional Area, New Delhi 110 067, India

Restated Consolidated

Financial Statements

The restated audited consolidated financial statements of our Company comprising the restated

consolidated summary statements of assets and liabilities as at September 30, 2017 and as at

March 31, 2017, 2016, 2015, 2014 and 2013 and the restated consolidated summary statements

of profit and loss and cash flows for the six months ended September 30, 2017 and for the

years ended March 31, 2017, 2016, 2015, 2014 and 2013 prepared in accordance with

generally accepted accounting principles in India and the Companies Act and restated in

accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company

Prospectuses (Revised 2016) issued by the Institute of Chartered Accountants of India,

together with the schedules, notes and annexures thereto

Restated Financial

Information

Together, the Restated Consolidated Financial Statements and the Restated Standalone


Restated Standalone


The restated audited standalone financial statements of our Company comprising the restated

standalone summary statements of assets and liabilities as at September 30, 2017 and as at

March 31, 2017, 2016, 2015, 2014 and 2013 and the restated standalone summary statements

of profit and loss and cash flows for the six months ended September 30, 2017 and for the

years ended March 31, 2017, 2016, 2015, 2014 and 2013 prepared in accordance with

generally accepted accounting principles in India and the Companies Act and restated in

accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company

Prospectuses (Revised 2016) issued by the Institute of Chartered Accountants of India,

together with the schedules, notes and annexures thereto

SAP V SAP V (Mauritius)

SAP SSHA Share subscription cum shareholders’ agreement dated July 7, 2008 by and among our

Company, our Promoters, HAV 2 (Mauritius) Limited, SAP AG, Germany and certain other

shareholders of our Company and the deed of adherence dated October 4, 2011 executed by

SAP V with the parties to the SAP SSHA

Selling Shareholders Collectively, IDGVI, Ascent Capital, Pandara Trust and SAP V

SEZ Unit Our office situated at Oxygen Business Parks Private Limited, plot no. 7, sector 144, Noida,

Uttar Pradesh, India

SIEPL Sundeep Import Export Private Limited

3

Term Description

Stakeholders’ Relationship

Committee

The stakeholders’ relationship committee of our Board constituted in accordance with

Regulation 20 of the SEBI Listing Regulations. For details, see “History and Certain

Corporate Matters” on page 149

Subsidiaries The subsidiaries of our Company as disclosed in “History and Certain Corporate Matters –

Subsidiaries of our Company” on page 155

Offer Related Terms

Term Description

Acknowledgment Slip The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of registration

of the Bid cum Application Form

Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is to

be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock

Exchange

Allotted/Allotment/Allot 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

successful Bidders

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Escrow Account Account opened with Anchor Escrow Bank for the Offer and in whose favour the Anchor Investors

will transfer money through direct credit or NEFT or RTGS in respect of the Bid Amount when

submitting a Bid

Anchor Investor A QIB, who applies under the Anchor Investor Portion in accordance with the requirements

specified in the SEBI ICDR Regulations

Anchor Investor

Allocation Price

The price at which allocation is done to the Anchor Investors in terms of this Red Herring

Prospectus and the Prospectus. The Anchor Investor Allocation Price shall be determined by our

Company, in consultation with the GCBRLMs and the BRLM

Anchor Investor

Bidding Date

The date one Working Day prior to the Bid/Offer Opening Date on which Bids by Anchor

Investors shall be submitted and allocation to the Anchor Investors shall be completed

Anchor Investor Offer

Price

The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of this

Red Herring Prospectus and the Prospectus, which will be a price equal to or higher than the Offer

Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our

Company in consultation with the GCBRLMs and the BRLM

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

Shareholders in consultation with the GCBRLMs and the BRLM, to Anchor Investors, on a

discretionary basis, in accordance with SEBI ICDR Regulations. 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 Allocation price

Application Supported

by Blocked Amount/

ASBA

The application (whether physical or electronic) by a Bidder (other than Anchor Investors) to make

a Bid authorizing the relevant SCSB to block the Bid Amount in the relevant ASBA Account

ASBA Account A bank account maintained with an SCSB and specified in the Bid cum Application Form which

will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by

a Bidder (other than a Bid by an Anchor Investor)

ASBA Form An application form, whether physical or electronic, used by Bidders bidding through the ASBA

process, which will be considered as the application for Allotment in terms of this Red Herring

Prospectus and the Prospectus

Banker(s) to the Offer

/Anchor Escrow

Bank(s)

The bank(s) which is/are clearing members and are registered with the SEBI as an escrow bank,

with whom the Anchor Escrow Accounts in relation to the Offer for Bids by Anchor Investors will

be opened, in this case being ICICI Bank Limited

Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,

described in “Offer Procedure” on page 367

Bid An indication to make an offer during the Bid/Offer Period by a Bidder (other than an Anchor

Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to submission of

a Bid cum Application Form, to subscribe for or purchase our Equity Shares at a price within the

Price Band, including all revisions and modifications thereto, to the extent permissible under the

SEBI ICDR Regulations, in terms of this Red Herring Prospectus and the Bid cum Application Form

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

by the Bidder or as blocked in the ASBA Account of the Bidder, as the case may be, upon

submission of the Bid in the Offer

Bid cum Application

Form

The form in terms of which the Bidder shall make a Bid and which shall be considered as the

application for the Allotment pursuant to the terms of this Red Herring Prospectus and the Prospectus,

including ASBA Form

Bid Lot [●] Equity Shares

Bid/Offer Closing Date Except in relation to Anchor Investors, the date after which the Designated Intermediaries shall not

accept any Bids for the Offer, which shall be published in all editions of Financial Express (a widely

4

Term Description

circulated English national daily newspaper) and all editions of Jansatta (a widely circulated Hindi

national daily newspaper, Hindi also being the regional language in the place where our Registered

is located) and in case of any revisions, the extended Bid/Offer Closing Date shall also be notified

on the websites and terminals of the Syndicate Members, as required under the SEBI ICDR

Regulations, being January 18, 2018

Bid/Offer Opening Date Except in relation to Anchor Investors, the date on which the Designated Intermediaries shall start

accepting Bids for the Offer, which shall be published in all editions of Financial Express (a widely

circulated English national daily newspaper) and all editions of Jansatta (a widely circulated Hindi

national daily newspaper, Hindi also being the regional language in the place where our Registered

Office is located) and in case of any revisions, the extended Bid/Offer Opening Date shall also be

notified on the websites and terminals of the Syndicate Members, as required under the SEBI ICDR

Regulations, being January 16, 2018

Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the

Bid/Offer Closing Date, inclusive of both days during which prospective Bidders (excluding Anchor

Investors) can submit their Bids, including any revisions thereof in accordance with the SEBI ICDR

Regulations and the terms of this Red Herring Prospectus

Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and

the Bid cum Application Form and unless otherwise stated or implied, and includes an Anchor

Investor

Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, being

the Designated SCSB Branch for SCSBs, Specified Locations for the Syndicate, Broker Centres for

Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for

CDPs

Book Building Process The book building process as described in Schedule XI of the SEBI ICDR Regulations, in terms of

which the Offer is being made

Book Running Lead

Manager/BRLM

IDFC

Broker Centres Broker centres of the Registered Brokers, where Bidders (other than Anchor Investors) can submit

the Bid cum Application Forms. The details of such Broker Centres, along with the names and

contact details of the Registered Brokers are available on the respective websites of the Stock

Exchanges

CAN / Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been

allocated the Equity Shares, after the Anchor Investor Bidding Date

Cap Price The higher end of the Price Band above which the Offer Price and Anchor Investor Offer Price will

not be finalised and above which no Bids will be accepted, including any revisions thereof

Cash Escrow

Agreement

Agreement dated January 5, 2018 entered into among our Company, the Selling Shareholders, the

Registrar to the Offer, the GCBRLMs and the BRLM, the Anchor Escrow Bank and Refund Bank

for collection of the Bid Amounts and where applicable remitting refunds, if any, to the Anchor

Investors, on the terms and conditions thereof

Client ID Client identification number of the Bidder’s beneficiary account

Collecting Depository

Participants/CDPs

A depository participant, as defined under the Depositories Act, 1996 and registered under Section

12 (1A) of the SEBI Act 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

Collecting Registrar and

Share Transfer Agents

or CRTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the

Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated

November 10, 2015 issued by SEBI

Cut-off Price The Offer Price, finalised by our Company and the Selling Shareholders, in consultation with the

GCBRLMs and the BRLM, which shall be any price within the Price Band. Only Retail Individual

Investors are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-

Institutional Investors are not entitled to Bid at the Cut-off Price

Demographic Details The details of the Bidders including the Bidders’ address, names of the Bidders’ father/husband,

investor status, occupation and bank account details

Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Form used by Bidders

(other than Anchor Investors), a list of which is available at 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

Designated CDP

Locations

Such centres of the Collecting Depository Participants where Bidders (except Anchor Investors) can

submit the Bid cum Application Forms. The details of such Designated CDP Locations, along with

the names and contact details of the CDPs are available on the respective websites of the Stock

Exchanges and updated from time to time

Designated Date The date on which the funds from the Anchor Escrow Accounts are transferred to the Public Offer

Account or the Refund Account(s), as appropriate, and the amounts blocked by the SCSBs are

transferred from the ASBA Accounts, to the Public Offer Account or Refund Account, as

applicable, in terms of this Red Herring Prospectus, following which the Board of Directors may

5

Term Description

Allot Equity Shares to successful Bidders in the Offer and the Selling Shareholders give delivery

instructions for the transfer of their respective portions of the Equity Shares under the Offer for Sale

Designated

Intermediaries

Collectively, the members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers,

CDPs and CRTAs, who are authorised to collect Bid cum Application Forms from the Bidders

(other than Anchor Investors), in relation to the Offer

Designated RTA

Locations

Such centres of the CRTAs where Bidders (except Anchor Investors) can submit the Bid cum

Application Forms. The details of such Designated RTA Locations, along with the names and contact

details of the CRTAs are available on the respective websites of the Stock Exchanges

(www.nseindia.com and www.bseindia.com) and updated from time to time

Designated Stock

Exchange

BSE

Draft Red Herring

Prospectus/DRHP

The draft red herring prospectus dated September 27, 2017 issued in accordance with the SEBI ICDR

Regulations, which did not contain complete particulars of the price at which our Equity Shares will

be Allotted and the size of the Offer, including any addenda or corrigenda thereto

Eligible NRI A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an

offer or invitation under the Offer and in relation to whom this Red Herring Prospectus constitutes

an invitation to subscribe for the Equity Shares

First/Sole Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and

in case of joint Bidders, whose name appears as the first holder of the beneficiary account held in

joint names

Floor Price The lower end of the Price Band, and any revisions thereof, at or above which the Offer Price and

the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted and

which shall not be less than the face value of the Equity Shares

Fresh Issue Fresh issue of [●] Equity Shares aggregating up to ₹ 950.00 million to be issued by our Company

as part of the Offer, in terms of this Red Herring Prospectus and Prospectus

General Information

Document

The General Information Document for investing in public issues prepared and issued in

accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI

and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10,

2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by SEBI and

included in “Offer Procedure” on page 367

Global Co-ordinators

and Book Running Lead

Managers/ GCBRLMs

I-Sec and Jefferies

I-Sec ICICI Securities Limited

IDFC IDFC Bank Limited

Jefferies Jefferies India Private Limited

Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is computed by

dividing the total number of Equity Shares available for Allotment to RIIs by the minimum Bid

Lot

Minimum Promoters’

Contribution

Aggregate of 20% of fully diluted post-Offer Equity Share capital of our Company held by our

Promoters, provided towards, minimum promoters’ contribution and locked-in for a period of

three years from the date of Allotment, pursuant to Regulation 36(a) of SEBI ICDR Regulations

Mutual Fund Portion 5% of the QIB Category (excluding the Anchor Investor Portion) or [●] Equity Shares which shall

be available for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being

received at or above the Offer Price

Net Proceeds Proceeds of the Offer that will be available to our Company, i.e., gross proceeds of the Fresh Issue,

less Offer Expenses to the extent applicable to the Fresh Issue

Non-Institutional

Category

The portion of the Offer, being not less than 15% of the Offer or [●] Equity Shares, available for

allocation on a proportionate basis to Non-Institutional Investors subject to valid Bids being received

at or above the Offer Price

Non-Institutional

Investors/NIIs

All Bidders, including Category III FPIs that are not QIBs (including Anchor Investors) or Retail

Individual Investors , who have Bid for Equity Shares for an amount of more than ₹ 200,000 (but not

including NRIs other than Eligible NRIs)

Offer Public issue of up to [●] Equity Shares of face value ₹ 10 each for cash at a price of ₹ [●] each

comprising the Fresh Issue and the Offer for Sale

Offer Agreement The agreement dated September 27, 2017 entered into among our Company, the Selling Shareholders

and the GCBRLMs and the BRLM, pursuant to which certain arrangements are agreed to in relation

to the Offer

Offer for Sale Offer of up to 13,453,932 Equity Shares to be offered for sale/transfer by the Selling Shareholders

pursuant to the Offer in terms of this Red Herring Prospectus and the Prospectus

Offer Price The final price at which Equity Shares will be Allotted to the successful Bidders (except Anchor

Investors), as determined in accordance with the Book Building Process and determined by our

Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM in terms

of this Red Herring Prospectus on the Pricing Date.

6

Term Description

Price Band Price band of the Floor Price of ₹ [●] and a Cap Price of ₹ [●], inclusive of both, including any

revisions thereof. The Price Band and the minimum Bid Lot size for the Offer will be decided by our

Company and the Selling Shareholders in consultation with the GCBRLMs and the BRLM, and

advertised in all editions of Financial Express, a widely circulated English national daily newspaper

and all editions of Jansatta (a widely circulated Hindi national daily newspaper, Hindi also being the

regional language in the place where our Registered Office is located) at least five Working Days

prior to the Bid/Offer Opening Date

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

and the BRLM, shall finalize the Offer Price

Prospectus The Prospectus to be filed with the RoC for this Offer on or after the Pricing Date in accordance with

the provisions of Sections 26 and 32 of the Companies Act 2013 and the SEBI ICDR Regulations,

containing the Offer Price, the size of the Offer and certain other information, including any addenda

or corrigenda thereto

Public Offer Account The account(s) to be opened with the Banker(s) to the Offer under Section 40(3) of the Companies

Act 2013 to receive monies from the Anchor Escrow Account(s) and the ASBA Accounts on the

Designated Date

QIB Category The portion of the Offer, being not more than 50% of the Offer or [●] Equity Shares to be allocated

to QIBs on a proportionate basis, including the Anchor Investor Portion (in which allocation shall be

on a discretionary basis, as determined by our Company in consultation with the GCBRLMs and the

BRLM), subject to valid Bids being received at or above the Offer Price

Qualified Institutional

Buyers or QIBs

A qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations

Red Herring Prospectus

or RHP

This red herring prospectus dated January 5, 2018 issued in accordance with Section 32 of the

Companies Act 2013 and the SEBI ICDR Regulations, which does not have complete particulars

of the price at which the Equity Shares shall be Allotted, to be filed with the RoC at least three

Working Days before the Bid/Offer Opening Date and will become the Prospectus after filing with

the RoC after the Pricing Date, including any addenda or corrigenda thereto

Refund Account(s) Account(s) opened with the Refund Bank from which refunds, if any, of the whole or part of the Bid

Amount shall be made to Anchor Investors

Refund Bank(s) The Bankers to the Offer with whom the Refund Account(s) will be opened, in this case being

ICICI Bank Limited

Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other than the

members of the Syndicate and eligible to procure Bids in terms of circular number CIR/CFD/14/2012

dated October 14, 2012, issued by SEBI

Registrar Agreement The agreement dated September 21, 2017, entered into among our Company and the Registrar to the

Offer in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the

Offer

Registrar to the Offer Karvy Computershare Private Limited

Retail Category The portion of the Offer, being not less than 35% of the Offer or [●] Equity Shares, available for

allocation to Retail Individual Investors, which shall not be less than the minimum Bid lot, subject

to availability in the Retail Category

Retail Individual

Investors/ RIIs

Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity Shares in the Offer is

not more than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying through

their karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)

Revision Form The form used by the 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), as applicable. QIBs bidding in

the QIB category and Non-Institutional Investors bidding in the Non-Institutional category are not

permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity

Shares or the Bid Amount) at any stage

Self-Certified Syndicate

Banks or SCSBs

The banks registered with the SEBI which offer the facility of ASBA and the 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 and at such other websites as may be prescribed by

SEBI from time to time

Share Escrow

Agreement

Agreement dated January 5, 2018 entered into among the Selling Shareholders, our Company and

a share escrow agent in connection with the transfer of the respective portion of Equity Shares

being offered by each Selling Shareholder in the Offer for Sale portion of the Offer 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, a list of which is

included in the Bid cum Application Form

Stock Exchanges BSE and NSE

Syndicate Agreement The agreement dated January 5, 2018 entered into among the members of the Syndicate, our

Company, the Selling Shareholders and the Registrar to the Offer in relation to the collection of Bid

cum Application Forms by the Syndicate

Syndicate Members Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this

case being IDFC Securities Limited and Sharekhan Limited

7

Term Description

Syndicate or members

of the Syndicate

Collectively, the GCBRLMs, the BRLM and the Syndicate Members

Systemically Important

Non-Banking Financial

Companies

A non-banking financial company registered with the Reserve Bank of India and having a net-worth

of more than ₹ 5,000 million as per its last audited financial statements

Underwriters [●]

Underwriting

Agreement

The agreement among our Company, the Selling Shareholders and the Underwriters, to be entered

into on or after the Pricing Date

Working Day(s) Any day, other than the second and fourth Saturdays of each calendar month, Sundays and public

holidays, on which commercial banks in India are open for business, provided however, for the

purpose of the time period between the Bid/Offer Opening Date and listing of the Equity Shares

on the Stock Exchanges, “Working Days” shall mean all trading days excluding Sundays and bank

holidays in India in accordance with the SEBI circular no SEBI/HO/CFD/DIL/CIR/P/2016/26

dated January 21, 2016

Conventional and General Terms and Abbreviations

Term Description

AGM Annual general meeting

AIF(s) Alternative Investment Funds

AS 18 Accounting Standard 18 issued by the Institute of Chartered Accountants of India

Banking Regulation Act Banking Regulation Act, 1949

Bn/bn Billion

BSE BSE Limited

CAD Canadian Dollar, the official currency of Canada

CAGR Compounded Annual Growth Rate

Category I FPIs FPIs registered as category I FPIs under the SEBI FPI Regulations

Category II FPIs FPIs registered as category II FPIs under the SEBI FPI Regulations

Category III FPIs FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall include all other

FPIs not eligible under category I and II foreign portfolio investors, such as endowments, charitable

societies, charitable trusts, foundations, corporate bodies, trusts, individuals and family offices

CDSL Central Depository Services (India) Limited

CIN Corporate Identity Number

CIO Chief Information Officer

Companies Act Companies Act 1956 (without reference to the provisions thereof that have ceased to have effect

upon notification of the Notified Sections) and the Companies Act 2013, read with the rules,

regulations, clarifications and modifications thereunder

Companies Act 1956 Companies Act 1956 (without reference to the provisions thereof that have ceased to have effect

upon notification of the Notified Sections)

Companies Act 2013 Companies Act 2013, to the extent in force pursuant to the notification of the Notified Sections,

read with the rules, regulations, clarifications and modifications thereunder

Consolidated FDI Policy The extant consolidated FDI Policy, issued by the DIPP, and any modifications thereto or

substitutions thereof, issued from time to time (currently, the Consolidated FDI Policy effective

from August 28, 2017)

Copyright Act Copyright Act, 1957

CSR Corporate social responsibility

CSR Policy Corporate social responsibility policy as specified in Schedule VII of Companies Act, 2013

Depositories Act The Depositories Act, 1996

Depository A depository registered with the SEBI under the Securities and Exchange Board of India

(Depositories and Participants) Regulations, 1996

DGFT Director General of Foreign Trade

DIN Director Identification Number

DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,

Government of India

DoIT Department of Information Technology, Ministry of Electronics and Information Technology,

Government of India

DP ID Depository Participant’s identity number

EBITDA Earnings before interest, tax, depreciation and amortization

EBITDA Adjusted for

Other Income

Earnings less other income before interest, taxes, depreciation and amortisation

EBITDA Adjusted for

Other Income Margin

EBITDA Adjusted for Other Income divided by Revenue from Operations

EGM Extraordinary general meeting

EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

8

Term Description

EPS Earnings per share

ESI Act Employees’ State Insurance Act, 1948

Euro/ EUR Euro, the official single currency of the participating member states of the European Economic

and Monetary Union of the Treaty establishing the European Community

FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA

FDI Foreign direct investment

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

FEMA Export

Regulations

Foreign Exchange Management (Export of Goods and Services) Regulations, 2000

Financial year/fiscal/

fiscal year

The period of 12 months commencing on April 1 of the immediately preceding calendar year

and ending on March 31 of that particular calendar year

FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations

FTDRA Foreign Trade (Development and Regulation) Act, 1992

FTP 2020 Foreign Trade Policy, 2015-2020

FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India

(Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI

GAAR General Anti-Avoidance Rules

GBP Great British Pound, the official currency of the United Kingdom

GDP Gross Domestic Product

GST Goods and services tax

HUF(s) Hindu Undivided Family(ies)

ICAI Institute of Chartered Accountants of India

IEC Importer-exporter code

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

IMF International Monetary Fund

Income Tax Act Income Tax Act, 1961

Ind AS The Indian Accounting Standards referred to in the Companies Act 2013 and Companies (Indian

Accounting Standard) Rules, 2015, as amended

Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015

Indian GAAP Generally Accepted Accounting Principles in India

INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India

IPO Initial Public Offer

IRDA Investment

Regulations

Insurance Regulatory and Development Authority (Investment) Regulations, 2000

IT Information Technology

IT Act Information Technology Act, 2000

IT Intermediary Rules Information Technology (Intermediaries Guidelines) Rules, 2011

IT Security Rules Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal

Data or Information) Rules, 2011

MAT Minimum alternate tax

MCA The Ministry of Corporate Affairs, Government of India

MEIT Ministry of Electronics and Information Technology, Government of India

MICR Magnetic Ink Character Recognition

Mn Million

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

Funds) Regulations, 1996

NACH National Automated Clearing House

NAV Net Asset Value

Notified Sections The sections of the Companies Act 2013 that have been notified by the MCA and are currently in

effect

NR/ Non-resident A person resident outside India, as defined under the FEMA and includes an NRI

NRE accounts Non-Resident External accounts

NRI Non-Resident Indian

NRO accounts Non-Resident Ordinary accounts

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

ODI Overseas Direct Investment

P/E Ratio Price/Earnings Ratio

PAN Permanent account number

PAT Profit after tax

PAT Margin PAT divided by total revenue

Patents Act The Patents Act, 1970

9

Term Description

Payment of Bonus Act Payment of Bonus Act, 1965

Payment of Gratuity Act Payment of Gratuity Act, 1972

RBI Reserve Bank of India

Regulation S Regulation S under the U.S. Securities Act

RoC or Registrar of

Companies

The Registrar of Companies, National Capital Territory of Delhi and Haryana located at 4th Floor,

IFCI Tower, 61, Nehru Place, New Delhi 110 019, India

RoNW Return on Net Worth

SCRA Securities Contract (Regulation) Act, 1956

SCRR The Securities Contracts (Regulation) Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009

SEBI Insider Trading

Regulations

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

SEZ Special Economic Zones

SEZ Act The Special Economic Zones Act, 2005

SEZ Rules Special Economic Zones Rules, 2006

SGD Singapore Dollars, the official currency of Singapore

SIPCOT State Industries Promotion Corporation of Tamil Nadu

STT Securities Transaction Tax

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

Regulations, 2011

Trademarks Act Trademarks Act, 1999

U.S. GAAP Generally Accepted Accounting Principles in the United State of America

U.S. Securities Act United States Securities Act of 1933

U.S./ US/ USA/ United

States

United States of America, its territories and possessions, any state of the United States of America

and the District of Columbia

US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America

VAT Value Added Tax

VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange

Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations, as the case

may be

Industry Related Terms

Term Description

AMC Annual Maintenance Contract

aPaaS Application Platform as a Service

APIs Application programming interfaces

ATS Annual Technical Support

BAM Business Activity Monitoring

BFSI Banking, Financial services and Insurance

BI Business Intelligence

BPM Business Process Management

BRMS Business Rule Management System

CCM Customer Communication Management

CEP Complex Event Processing

CRM Customer relationship managemnet

CRO Customer relationship officers

DAM Digital Asset Management

dbPaaS Database Platform as a Service

ECM Enterprise Content Management

EFSS Enterprise File Sync and Share

ERP Enterprise resource planning

FinTech Financial technology

ICT Information Communication Technology

ITES Information technology enabled services

NEMF Newgen Enterprise Mobility Framework

10

Term Description

OmniFlow iBPS OmniFlow Intelligent Business Process Suite

PaaS Platform as a Software

PUPM Per user per month

RBI STP Circular RBI/2013-14/254 A.P. (DIR Series) circular no.43 dated September 13, 2013 issued by the RBI

RPA Robotic Process Automation

SaaS Software as a Service

SOFTEX Form Software export declaration form

STP Scheme Software Technology Parks Scheme

WCM Web Content Management

WfMC Workflow Management Coalition

The words and expressions used but not defined in this Red Herring Prospectus will have the same meaning as

assigned to such terms under the Companies Act 1956, as superseded and substituted by notified provisions of the

Companies Act 2013 (together the “Companies Act”), the Securities and Exchange Board of India Act, 1992

(“SEBI Act”), the SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made

thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax

Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Financial Information”,

“Outstanding Litigation and Material Developments” and “Part B” of “Offer Procedure”, will have the meaning

ascribed to such terms in these respective sections.

11

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION

Certain Conventions

All references in this Red Herring Prospectus to: (i) “India” are to the Republic of India; (ii) “Canada” are to the

Dominion of Canada; (iii) “Singapore” are to the “Republic of Singapore”; (iv) “USA”, “U.S.”, “United

States”and “US” are to the United States of America; and (v) “UK”, “U.K.”, “Great Britain” and “United

Kingdom” are to the United Kingdom of Great Britain and Northern Ireland.

Financial Data

Unless indicated otherwise, the financial information in this Red Herring Prospectus is derived from our restated

audited consolidated financial statements comprising the restated consolidated summary statements of assets and

liabilities as at September 30, 2017 and March 31, 2017, 2016, 2015, 2014 and 2013 and the restated consolidated

summary statements of profits and loss and cash flows for the six months ended September 30, 2017 and for the

fiscals ended March 31, 2017, 2016, 2015, 2014 and 2013 (the “Restated Consolidated Financial Statements”)

and the restated audited standalone financial statements comprising the restated standalone summary statements

of assets and liabilities as at September 30, 2017 and March 31, 2017, 2016, 2015, 2014 and 2013 and the restated

standalone summary statements of profits and loss and cash flows for the six months ended September 30, 2017

and for the fiscals ended March 31, 2017, 2016, 2015, 2014 and 2013 (the “Restated Standalone Financial

Statements”, and together with the Restated Consolidated Financial Statements, the “Restated Financial

Information”) and the respective notes, schedules and annexures thereto, prepared in accordance with the

generally accepted accounting principles in India (the “Indian GAAP”) and the relevant provisions of Companies

Act and the rules framed thereunder in force, at the time of adoption of financial statements, and restated in

accordance with the SEBI ICDR Regulations and the ‘Guidance Note on Reports in Company Prospectuses

(Revised 2016)’ issued by the Institute of Chartered Accountants of India (“ICAI”) and included elsewhere in

this Red Herring Prospectus.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on

March 31 of that particular calendar year, so all references to a particular financial year are to the 12 month period

commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular

calendar year.

There are significant differences between the Indian GAAP, the International Financial Reporting Standards (the

“IFRS”) and the Generally Accepted Accounting Principles in the United States of America (the “U.S. GAAP”).

Accordingly, the degree to which the financial information included in this Red Herring Prospectus will provide

meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices.

Any reliance by persons not familiar with Indian accounting practices, the Indian GAAP, the Companies Act and

the SEBI ICDR Regulations on the financial disclosures presented in this Red Herring Prospectus should

accordingly be limited. We have not attempted to quantify the impact of the IFRS or the U.S. GAAP on the

financial data included in this Red Herring Prospectus, nor do we provide a reconciliation of our financial

information to those under the U.S. GAAP or the IFRS and we urge you to consult your own advisors regarding

such differences and their impact on our financial data.

On February 16, 2015, the Ministry of Corporate Affairs, Government of India (“MCA”) issued the Companies

(Indian Accounting Standards) Rules, 2015 (“Ind AS Rules”) for the purpose of enacting changes to Indian

GAAP that are intended to align Indian GAAP further with IFRS. The Ind AS Rules provide that the financial

information of the companies to which they apply shall be prepared and audited in accordance with the Indian

Accounting Standard (“Ind AS”), although any company may voluntarily implement Ind AS for the accounting

period beginning from April 1, 2015.

While we have provided for a summary of the qualitative differences between Ind AS and Indian GAAP in

“Summary of Significant Differences between Indian GAAP and Ind AS” on page 303, we have not made any

attempt to quantify or identify the impact of the differences between Indian GAAP and Ind AS as applied to our

financial information and it is urged that you consult your own advisors regarding the impact of difference, if any,

on financial data included in this Red Herring Prospectus. See “Risk Factors – Our Restated Financial

Information included in this Red Herring Prospectus has been prepared in accordance with the Companies

Act, Indian GAAP and the SEBI ICDR Regulations, which vary in certain respects from Ind AS” on page 30.

12

Certain figures contained in this Red Herring Prospectus, including financial information, have been subject to

rounding adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum

or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the

numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or

row. However, where any figures that may have been sourced from third-party industry sources are rounded off

to other than two decimal points in their respective sources, such figures appear in this Red Herring Prospectus as

rounded-off to such number of decimal points as provided in their respective sources.

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Red Herring Prospectus has been derived

from certain industry sources. Industry publications generally state that the information contained in such

publications has been obtained from sources generally believed to be reliable, but their accuracy, adequacy or

completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly,

no investment decisions should be made based on such information. Although we believe that the industry and

market data used in this Red Herring Prospectus is reliable, it has not been independently verified by us, the

Selling Shareholders, the GCBRLMs and the BRLM, or any of our or their respective affiliates or advisors, and

none of these parties makes any representation as to the accuracy of this information. The data used in these

sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not

be comparable. The extent to which the industry and market data presented in this Red Herring Prospectus is

meaningful depends upon the reader’s familiarity with and understanding of the methodologies used in compiling

such data. There are no standard data gathering methodologies in the industry in which we conduct our business

and methodologies and assumptions may vary widely among different market and industry sources. Such data

involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,

including those discussed in “Risk Factors” on page 15.

Additionally, we have commissioned a report titled “Business Software Industry Report: Digitalization, IT

modernization and automation are driving market growth” dated August 7, 2017, prepared by Ovum Ltd. (“Ovum

Report”), a trading division of Informa Telecoms and Media Limited (“Ovum/ Informa”), for the purpose of

confirming our understanding of the industry in connection with the Offer. In this regard, Ovum, has issued the

following disclaimer:

“Informa obtains information for its analysis from sources it considers reliable, but does not guarantee the

accuracy or completeness of its analysis or any information contained in the Ovum Report. Informa and its

affiliates make no representation or warranty, either express or implied, with respect to the information or

analysis from the Ovum Report, including without limitation the implied warranties of fitness for a particular

purpose and merchantability, and Informa specifically disclaims any such warranty. In no event shall Informa or

its affiliates be liable to customers or any third parties for any decision made or action taken by the customer or

any third parties in reliance upon the information or analysis contained in the Ovum Report, including but not

limited to, or any delay, interruption, loss of business revenues, loss of business opportunity, loss of profits or any

indirect, consequential, special or incidental damages or other losses, whether in contract, tort or otherwise, even

if advised of the possibility of such damages. The Ovum Report and information therein is not a comprehensive

evaluation of the industry, the Company or the securities mentioned and no material or reference within the Ovum

Report shall constitute an offer or a solicitation of an offer or a recommendation to buy or sell securities. All

material within the Ovum Report should be deemed as expressions of opinion and is subject to change without

notice.”

Currency and Units of Presentation

All references to “Rupees” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official

currency of the United States. All references to “GBP” is to the Great Britain Pound, the official currency of Great

Britain. All references to “SGD” is to the Singapore Dollars, the official currency of Singapore. All references to

“CAD” is to the Canadian Dollars, the official currency of Canada.

In this Red Herring Prospectus, our Company has presented certain numerical information. All figures have been

expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. Further, one billion represents ‘1,000

million’ or ‘1,000,000,000’. However, where any figures that may have been sourced from third-party industry

sources are expressed in denominations other than millions in their respective sources, such figures appear in this

Red Herring Prospectus expressed in such denominations as provided in such respective sources.

13

Exchange Rates

This Red Herring Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian Rupees

that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These

conversions should not be construed as a representation that such currency amounts could have been, or can be

converted into Indian Rupees, at any particular rate, or at all.

The exchange rates of certain currencies used in this Red Herring Prospectus into Indian Rupees are provided

below.

(in ₹)

Currency* Exchange rate

as on

September 30,

2017

Exchange rate

as on March

31, 2017

Exchange rate

as on March

31, 2016

Exchange rate

as on March

31, 2015

Exchange rate

as on March

28, 2014

Exchange rate

as on March

28, 2013

1 USD 65.36 64.84 66.33 62.59 60.10 54.39

1 CAD 52.37 48.73 50.96 49.22 54.15 53.59

1 GBP 87.51 80.88 95.09 92.46 99.85 82.32

1 SGD 48.13 46.39 49.15 45.41 47.58 43.84 Source: RBI Reference Rate, Bloomberg

* In case of March 31/ September 30 of any of the respective years is a public holiday, the previous working day has been considered.

14

FORWARD-LOOKING STATEMENTS

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

include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”,

“expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “project”, “propose”, “will continue”, “seek to”,

“will pursue” or other words or phrases of similar import. Similarly, statements that describe our Company’s

strategies, objectives, plans, prospects or goals are also forward looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results

may differ materially from those suggested by such 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. This may be due to risks or uncertainties associated

with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India

in which we have our business 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 our business activities or investments, the monetary and

fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates,

equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in

domestic laws, regulations and taxes, changes in competition in our industry and incidence of any natural

calamities and/or acts of violence. Important factors that would cause actual results to differ materially include,

including, but not limited to:

our inability to protect our intellectual property;

any intellectual property infringement claims against our Company;

our inability to compete efficiently;

our inability to develop new products and services and enhance the existing products and services;

our software products and services ceasing to gain market acceptance;

insufficient or delayed returns from our current research and development efforts;

our cloud strategy or SaaS offerings which could have an impact on our revenues and profitability;

the business practices of our customers with respect to the collection, use and management of personal information depending upon the governmental regulation, legal requirements or industry standards relating

to consumer privacy and data protection;

our international sales and operations which could subject us to additional risks that can adversely affect our results of operations; and

significant fluctuations in our sales cycle, which may result in fluctuations in our revenue recognition on a quarterly basis.

For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 15,

124 and 308, respectively. By their nature, certain market risk disclosures are only estimates and could be

materially different from what actually occurs in the future. As a result, actual future gains or losses could be

materially be different from those that have been estimated. Forward-looking statements reflect our current views

as of the date of this Red Herring Prospectus and are not a guarantee of future performance. These statements are

based on our management’s beliefs and assumptions, which in turn are based on currently available information.

Although we believe that the assumptions on which such statements are based are reasonable, any such

assumptions as well as the statement based on them could prove to be inaccurate.

Neither our Company, nor the Selling Shareholders, nor the Syndicate, 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 the GCBRLMs and the BRLM will ensure that investors

in India are informed of material developments until the receipt of final listing and trading approvals for the Equity

Shares pursuant to the Offer. We cannot assure prospective investors that the expectation reflected in these forward-

looking statements will prove to be correct. Given these uncertainties, investors are cautioned from placing undue

reliance on such forward-looking statements as a guarantee of future performance.

15

SECTION II - RISK FACTORS

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

all of the information set forth in this Red Herring Prospectus, particularly the financial statements and the related

notes in “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on pages 176 and 308 respectively, and the risks and uncertainties described below,

before making a decision to invest in the Equity Shares. Any of the following risks, individually or together, could

adversely affect our business, financial condition, results of operations or prospects, which could result in a

decline in the value of the Equity Shares and the loss of all or part of an investment in the Equity Shares. While

we have described the risks and uncertainties that our management believes are material, these risks and

uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including

those we currently are not aware of or deem immaterial, may also have an adverse effect on our business, results

of operations, financial condition and prospects. Prospective investors should pay particular attention to the fact

that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment

which may differ in certain respects from that of other countries. This Red Herring Prospectus also contains

forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could

differ from those anticipated in these forward-looking statements as a result of certain factors, including the

considerations described below and elsewhere in this Red Herring Prospectus. For further details, see “Forward-

Looking Statements” on page 14. The financial and other related implications of risks concerned, wherever

quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential effects of

which are not quantifiable and therefore no quantification has been provided with respect to such risk factors. In

making an investment decision, prospective investors must rely on their own examination of our Company and

the terms of the Offer, including the merits and the risks involved. Unless otherwise stated, the financial

information of our Company used in this section is derived from our Restated Consolidated Financial Statements.

This section includes information that is derived from the Ovum Report, pursuant to an engagement with the

Company. We commissioned this report for the purpose of confirming our understanding of the industry in which

we operate. Neither we, nor any of the GCBRLMs, the BRLM, our Directors, our Promoters, nor any other person

connected with the Offer has verified the information in the Ovum Report.

INTERNAL RISK FACTORS

1. Failure to protect our intellectual property could harm our ability to compete effectively.

We are highly dependent on our ability to protect our proprietary technology. We rely on a combination of

copyright, patent and trademark laws, as well as non-disclosure agreements and other contractual provisions to

establish and maintain our proprietary rights. We intend to protect our intellectual property rights vigorously.

However, there can be no assurance that these measures will be successful.

The laws protecting intellectual property rights vary and certain jurisdictions, including India, may provide less

protection for our technologies and other intellectual property assets as compared to other jurisdictions, such as

USA. Further, as intellectual property rights protection is limited by territory, successfully obtaining intellectual

property rights protection in one jurisdiction may not necessarily provide protection in another jurisdiction and

we may have to seek such protection in multiple jurisdictions where we and our customers operate. The process

for obtaining intellectual property rights protection in certain jurisdictions can be lengthy and may entail

substantial costs.

While we have obtained trademark registrations for certain of our brands, including OmniDocs, Omni Acquire,

OmniCompliance, OmniScan, OmniFlow, OmniReports and ChequeExchange and CheckFlow, we have made

applications for obtaining trademark registrations with respect certain of our brands, including Newgen Infinite

and Newgen Payments Bank under the Trade Marks Act, 1999, as amended (“Trade Marks Act”) which are

currently pending. We may not succeed in registering our trademarks or otherwise protecting our intellectual

property.

With respect to applications made for registration of trademarks, some such pending applications have been

objected to by the Registrar of Trademarks, Delhi alleging similarity with certain other registered trademarks

available on the record of the Trade Marks Registry for same or similar goods/services. We have duly responded

to these objections.

16

Further, our trademarks for OMNIDOCS and OMNIFLOW Process Client have expired and are pending renewal. For

further details, see “Government and Other Approvals – Intellectual Property” on page 339. The protective steps

that we take to protect our intellectual property rights, including registrations under trademark laws,

confidentiality provisions and contractual arrangements, m

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