DRAFT RED HERRING PROSPECTUSJuly 26, 2018

Please read Section 32 of the Companies Act, 2013(This Draft Red Herring Prospectus will be updated upon filing with the RoC)

100% Book Building Offer

PNB METLIFE INDIA INSURANCE COMPANY LIMITEDOur Company was incorporated on April 11, 2001 at Bengaluru, Karnataka as MetLife India Insurance Company Private Limited, as a private limited company under the Companies Act, 1956. Further, our Company obtained the certificate of registration from the Insurance Regulatory and Development Authority of India (IRDAI) to undertake life insurance business on August 6, 2001. Pursuant to the conversion of our Company to a public limited company and as approved by our Shareholders pursuant to a special resolution dated December 4, 2007, the name of our Company was changed to MetLife India Insurance Company Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Karnataka at Bengaluru (the RoC) on January 9, 2008. Subsequently, the name of our Company was changed to its present name as approved by our Shareholders pursuant to a special resolution dated January 16, 2013 and a fresh certificate of incorporation was issued by the RoC on January 22, 2013. For further details on the changes in the name and the registered office of our Company, see History and Certain Corporate Matters on page 193.

Corporate Identity Number: U66010KA2001PLC028883IRDAI Registration Number: 117, dated August 6, 2001

Registered Office: Unit No. 701, 702 & 703, Raheja Towers, West Wing, Municipal No. 26/27, M G Road, Bengaluru 560 001Corporate Office: 1st Floor, Techniplex -1, Techniplex Complex, Off Veer Savarkar Flyover, Goregaon (West), Mumbai 400 062

Tel: (+91) 22 4179 0000; Fax: (+91) 22 4179 0203Contact Person: Ms. Yagya Turker, Company Secretary and Compliance Officer; Tel: (+91) 22 4179 0000; Fax: (+91) 22 4179 0203

E-mail: investor@pnbmetlife.com; Website: www.pnbmetlife.com OUR PROMOTERS: PUNJAB NATIONAL BANK AND METLIFE INTERNATIONAL HOLDINGS, LLC

INITIAL PUBLIC OFFERING OF UP TO 495,898,076 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE EQUITY SHARES) OF PNB METLIFE INDIA INSURANCE COMPANY LIMITED (THE COMPANY) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (THE OFFER PRICE) THROUGH AN OFFER FOR SALE OF UP TO 495,898,076 EQUITY SHARES AGGREGATING TO ` [] MILLION (THE OFFER) BY THE SELLING SHAREHOLDERS, INCLUDING UP TO 80,495,242 EQUITY SHARES AGGREGATING TO ` [] MILLION BY PUNJAB NATIONAL BANK (PNB), UP TO 129,036,281 EQUITY SHARES AGGREGATING TO ` [] MILLION BY METLIFE INTERNATIONAL HOLDINGS LLC (MIHL), UP TO 107,611,370 EQUITY SHARES AGGREGATING TO ` [] MILLION BY M. PALLONJI & COMPANY PRIVATE LIMITED (MPCL), UP TO 76,659,064 EQUITY SHARES AGGREGATING TO ` [] MILLION BY ELPRO INTERNATIONAL LIMITED (EIL), UP TO 19,164,766 EQUITY SHARES AGGREGATING TO ` [] MILLION BY IGE (INDIA) PRIVATE LIMITED (IGE), UP TO 76,641,892 EQUITY SHARES AGGREGATING TO ` [] MILLION BY THE JAMMU AND KASHMIR BANK LIMITED AND UP TO 6,289,461 EQUITY SHARES AGGREGATING TO ` [] MILLION BY MANIMAYA HOLDINGS PRIVATE LIMITED (MANIMAYA). THE OFFER SHALL CONSTITUTE 24.64% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE IPO COMMITTEE, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN [] EDITIONS OF [] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), [] EDITIONS OF [] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER AND [] EDITIONS OF [] (A WIDELY CIRCULATED KANNADA NATIONAL DAILY NEWSPAPER, KANNADA 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 SHARES IS ` 10 EACH AND THE OFFER PRICE IS [] TIMES THE FACE VALUE OF THE EQUITY SHARESIn 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 Book Running Lead Managers, and at the terminals of the members of the Syndicate and by an intimation to the Self Certified Syndicate Banks (SCSBs), Registered Brokers, Collecting Depository Participants and the Registrar to the Offer.

The Offer is being made in compliance with the requirements of the Insurance Regulatory and Development Authority of India (Issuance of Capital by Indian Insurance Companies transacting Life Insurance Business) Regulations, 2015, as amended (the IRDAI Issuance of Capital Regulations).

In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), the Offer is being made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI ICDR Regulations), wherein not more than 50% of the Offer shall be allotted on a proportionate basis to Qualified Institutional Buyers (the QIBs) (the QIB Portion), provided that our IPO Committee in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the Anchor Investor Portion). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (the Anchor Investor Allocation Price). Post allocation to the Anchor Investors, the QIB Portion will be reduced by such number of Equity Shares. 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 QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them 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 and not less than 35% of the Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Investors, other than the Anchor Investors are mandatorily required to participate in this Offer only through an Application Supported by Blocked Amount (ASBA) process, providing details of their respective bank accounts in which the Bid amount will be blocked by the SCSBs. The Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see Offer Procedure beginning on page 430.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ` 10 each 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 IPO Committee in consultation with the Book Running Lead Managers), in accordance with the SEBI ICDR Regulations, and as stated in Basis for Offer Price on page 95 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 RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors beginning on page 19.

DISCLAIMER CLAUSE OF THE INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (THE IRDAI)The IRDAI does not undertake any responsibility for the financial soundness of our Company or the correctness of any of the statements made or opinions expressed in this connection, any approval by the IRDAI under the IRDAI Issuance of Capital Regulations (as defined in Definitions and Abbreviations on page 2) shall not in any manner be deemed to be or serve as a validation of the representations by our Company in this Draft Red Herring Prospectus.

COMPANY AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission 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 Selling Shareholder accepts responsibility only for and confirms that the information relating to itself and the Equity Shares being offered by it in the Offer contained in this Draft Red Herring Prospectus are true and correct. 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 our Company or the other Selling Shareholders in this Draft Red Herring Prospectus.

LISTINGThe Equity Shares issued through the 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 [] and [] respectively. For the purposes of this Offer, [] is the Designated Stock Exchange. A signed 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 that will be available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see Material Contracts and Documents for Inspection on page 526.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot No. 27,G Block, Bandra Kurla Complex,Bandra (East),Mumbai 400 051Maharashtra, IndiaTel: (+91) 22 4336 0000Fax : (+91) 22 6713 2445E-mail : pnbmetlife.ipo@kotak.com Investor Grievance E-mail : kmccredressal@kotak.comWebsite : www.investmentbank.kotak.comContact Person: Ganesh RaneSEBI Registration No.: INM000008704

DSP Merrill Lynch LimitedGround Floor, A Wing, One BKC, G Block, Bandra Kurla Complex,Bandra (East)Mumbai 400 051Maharashtra, IndiaTel: (+91) 22 6632 8000Fax : (+91) 22 6776 2343E-mail :dg.pnbmetlife_ipo@baml.com Investor Grievance E-mail :dg.india_merchantbanking@baml.comWebsite : www.ml-india.comContact Person: Radha ChakkaSEBI Registration No.: INM000011625

Citigroup Global Markets India Private Limited1202, 12th Floor First International Financial Center, G-Block C54&55Bandra Kurla Complex, Bandra (East)Mumbai, 400 098Tel: (+91) 22 6175 9999Fax: (+91) 22 6175 9898 E-mail: pnb.metlife.ipo@citi.comInvestor Grievance E-mail : investors.cgmib@citi.comWebsite :www.online.citibank.co.in/rhtm/citigroupglobalscreenContact Person: Ashish GunetaSEBI Registration No.: INM000010718

PNB Investment Services Limited*PNB Pragati Towers, 2nd Floor, C-9, G Block, Bandra Kurla Complex,Bandra EastMumbai 400 051Tel: (+91) 22 2653 2745Fax: (+91) 22 2653 2687E-mail: pnbmetlife.ipo@pnbisl.com Investor Grievance E-mail :complaints@pnbisl.comWebsite : www.pnbisl.comContact Person: Vinay RaneSEBI Registration No.: INM000011617

Link Intime India Private LimitedC-101, 1st Floor, 247 ParkL.B.S. Marg, Vikhroli (West)Mumbai 400 083Maharashtra, IndiaTel: (+91) 22 4918 6200Fax: (+91) 22 4918 6195E-mail: pnbmetlife.ipo@linkintime.co.inInvestor Grievance Email: pnbmetlife.ipo@linkintime.co.inWebsite: www.linkintime.co.inContact Person: Shanti Gopalkrishnan SEBI Registration No.: INR000004058

BID/OFFER PERIOD*BID/OFFER OPENS ON* [] BID/OFFER CLOSES ON ** []

* In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, read with the proviso to Regulation 5(3) of the SEBI ICDR Regulations, PNB Investment Services Limited which is an associate of PNB, in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, will be involved only in marketing of the Offer.** Our IPO Committee, in consultation with the Book Running Lead Managers, 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.**Our IPO Committee, in consultation with the Book Running Lead Managers, may decide to close the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.

TABLE OF CONTENTS

SECTION I GENERAL .................................................................................................................................... 2

DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 2 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION ............................................................................................................ 14 FORWARD-LOOKING STATEMENTS ................................................................................................... 17

SECTION II - RISK FACTORS ....................................................................................................................... 19

SECTION III INTRODUCTION ................................................................................................................... 47

SUMMARY OF INDUSTRY ........................................................................................................................ 47 SUMMARY OF BUSINESS ......................................................................................................................... 55 SUMMARY OF FINANCIAL INFORMATION ....................................................................................... 63 THE OFFER .................................................................................................................................................. 68 GENERAL INFORMATION ....................................................................................................................... 70 CAPITAL STRUCTURE .............................................................................................................................. 81 OBJECTS OF THE OFFER ......................................................................................................................... 93 BASIS FOR OFFER PRICE ........................................................................................................................ 95 STATEMENT OF TAX BENEFITS ............................................................................................................ 98

SECTION IV: ABOUT THE COMPANY ..................................................................................................... 111

INDUSTRY OVERVIEW ........................................................................................................................... 111 BUSINESS .................................................................................................................................................... 140 KEY REGULATIONS AND POLICIES IN INDIA................................................................................. 178 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 193 MANAGEMENT ......................................................................................................................................... 202 PROMOTERS AND PROMOTER GROUP ............................................................................................ 233 GROUP COMPANIES................................................................................................................................ 242 RELATED PARTY TRANSACTIONS ..................................................................................................... 243 DIVIDEND POLICY ................................................................................................................................... 244

SECTION V FINANCIAL INFORMATION ............................................................................................. 245

FINANCIAL STATEMENTS..................................................................................................................... 245 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS ...................................................................................................................................... 314 SECTION VI EMBEDDED VALUE REPORT..................................................................................... 342

SECTION VII LEGAL AND OTHER INFORMATION .......................................................................... 377

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS .............................. 377 GOVERNMENT AND OTHER APPROVALS ........................................................................................ 399 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 403

SECTION VIII OFFER RELATED INFORMATION ............................................................................. 420

OFFER STRUCTURE ................................................................................................................................ 420 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...................................... 424 TERMS OF THE OFFER ........................................................................................................................... 426 OFFER PROCEDURE................................................................................................................................ 430

SECTION IX MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ............................................. 476

SECTION X OTHER INFORMATION ..................................................................................................... 526

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 526 DECLARATION ......................................................................................................................................... 529

2

SECTION I GENERAL

DEFINITIONS AND ABBREVIATIONS

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

this Draft Red Herring Prospectus, and references to any statute, legislation, act, rules, regulations, guidelines,

policies, circulars, notifications or clarifications 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.

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

as assigned to such terms under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992

(the SEBI Act), the SEBI ICDR Regulations, the Securities Contracts Regulation Act, 1992 (SCRA), the

Depositories Act, the Insurance Act, 1938, as amended (the Insurance Act) and the rules and regulations made

thereunder.

Unless the context otherwise indicates, all references to we, us, our, the Company or our Company

or the Offer are references to PNB MetLife India Insurance Company Limited, a company incorporated in

India under the Companies Act, 1956 with its registered office situated at Unit No. 701, 702 & 703, Raheja

Towers, West Wing, Municipal No. 26/27, M G Road, Bengaluru 560 001, Karnataka, India.

In the Main Provisions of Articles of Association on page 476, defined terms have the meanings given to such

terms in the Articles of Association. In the Statement of Tax Benefits on page 98, defined terms have the

meanings given to such terms in the Financial Statements. In the Embedded Value Report on page 342, defined

terms have the meanings given to such terms in the Embedded Value Report.

Company and Selling Shareholder Related Terms

Term Description

AoA/Articles of

Association/Articles

The articles of association of our Company, as amended

Appointed Actuary The appointed actuary of our Company, Mr. P. K. Dinakar

Audit Committee The audit committee of our Board comprising our Directors, Dr. Archana Niranjan Hingorani,

Ms. Anisha Motwani, Mr. Neeraj Swaroop, Mr. Lyndon Emanuel Oliver and Mr. Lingam

Venkata Prabhakar

Auditors/ Joint Statutory

Auditors

The joint statutory auditors of our Company, being K. S. Aiyar & Co., Chartered Accountants

and Thakur, Vaidyanath Aiyar & Co., Chartered Accountants

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

Chairman The chairman of our Board, Mr. Lyndon Emanuel Oliver

Corporate Office The corporate office of our Company, situated at 1st Floor, Techniplex 1, Techniplex

Complex, Off Veer Savarkar Flyover, Goregaon (West), Mumbai 400 062, Maharashtra, India

CRISIL CRISIL Research, a division of CRISIL Limited

CRISIL Report Industry Report titled CRISIL Research Analysis of Life Insurance Industry in India dated

July 10, 2018 prepared by CRISIL Research, a division of CRISIL Limited

CSR Committee The corporate social responsibility committee of our Board comprising our Directors, Mr.

Sunil Gulati, Mr. Surbhit Dabriwala and Mr. Erach Kotwal

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

EIL Elpro International Limited

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

Equity Shareholders /

Shareholders

The holders of the Equity Shares

ESOP Scheme 2017 PNB MetLife India Insurance Company Limited Employee Stock Option Plan 2017

IGE IGE (India) Private Limited

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

and other companies as considered material by our Board, if any, in accordance with the

Materiality Policy. For details, see Group Companies on page 242.

IPO Committee The IPO committee of our Board comprising a nominee of PNB, a nominee of MIHL, a

nominee of MPCL and MPEL together, and a nominee of EIL and IGE together.

JKB The Jammu and Kashmir Bank Limited

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 identified in Management

on page 202

Manimaya Manimaya Holdings Private Limited

3

Term Description

Materiality Policy The policy adopted by our Board on November 15, 2017, which was further modified

pursuant to a resolution by our Board on May 18, 2018, for identification of group companies

of our Company, outstanding litigation and outstanding dues to creditors in respect of our

Company, pursuant to the disclosure requirements under the SEBI ICDR Regulations for

the purposes of disclosure in the offer documents. For further details, see Group

Companies and Outstanding Litigation and Other Material Developments on pages

242 and 377, respectively.

MetLife MetLife, Inc., the publicly traded parent company of the MetLife group.

MPCL M. Pallonji & Company Private Limited

MPEL M. Pallonji Enterprises Private Limited

MIHL MetLife International Holdings, LLC

MoA/Memorandum

of Association

The memorandum of association of our Company, as amended

Nomination and

Remuneration Committee

The nomination and remuneration committee of our Board comprising our Directors, Mr.

Neeraj Swaroop, Mr. Abhaya Prasad Hota, Mr. Sunil Gulati, Dr. Archana Niranjan Hingorani,

Mr. Lyndon Emanuel Oliver, Mr. Sunil Mehta, Mr. Surbhit Dabriwala and Mr. Pheroze

Kersasp Mistry

Non Promoter Selling

Shareholders

MPCL, EIL, IGE, JKB and Manimaya

Promoter Selling

Shareholders

PNB and MIHL

PNB Punjab National Bank

PNB Trademark Agreement Name and trademark license agreement dated December 4, 2012 between PNB and our

Company

Promoters The promoters of our Company, namely PNB and MIHL

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

2(1)(zb) of the SEBI ICDR Regulations. For details, see Promoters and Promoter Group

on page 233

Registered Office The registered office of our Company, situated at Unit No. 701, 702 & 703, Raheja Towers,

West Wing, Municipal No. 26/27, M G Road, Bengaluru 560 001, Karnataka, India

Restated Financial

Statements

Restated statement of financial information as at March 31, 2014, 2015, 2016, 2017 and

2018 of our Company read along with all the schedules and notes thereto which have been

prepared in accordance with the requirements of the Companies Act, 2013 and Indian

GAAP and the IRDAI Preparation of Financial Statements Regulations, the Insurance Act,

the IRDAI Act, the IRDAI Issuance of Capital Regulations and restated in accordance with

the SEBI ICDR Regulations, and included in Financial Statements on page 245

Selling Shareholders Together, the Promoter Selling Shareholders and the Non Promoter Selling Shareholders

Stakeholders Relationship

Committee

The stakeholders relationship committee of our Board comprising our Directors, Ms. Sonu

Bhasin, Ms. Anisha Motwani and Mr. Ashish Kumar Srivastava

With Profits Committee The With Profits committee of our Board comprising our Directors, Mr. Nitin Chopra, Mr.

Joginder Pal Dua and Mr. Ashish Kumar Srivastava, and Mr. P. K. Dinakar, Appointed

Actuary and Ms. Padmaja R., an independent actuary appointed in accordance with the IRDAI

Corporate Governance Guidelines.

Offer Related Terms

Term Description

Acknowledgment Slip The slip or document issued by the Designated Intermediary(ies) to an Investor as proof of

registration of the Bid cum Application Form

Allotted/Allotment/Allot Unless the context otherwise requires, the transfer of the Equity Shares to successful Investors

pursuant to the Offer

Allottee A successful Investor to whom the Equity Shares are Allotted

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

or is to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated

Stock Exchange

Anchor Escrow Account Account opened with Escrow Collection 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, which applies under the Anchor Investor Portion in accordance with the requirements

specified in the SEBI ICDR Regulations and the Red Herring Prospectus

Anchor Investor Allocation

Price

The price at which the Equity Shares will be allocated to Anchor Investors in terms of the

Red Herring Prospectus and the Prospectus. The Anchor Investor Allocation Price will be

decided by our IPO Committee, in consultation with the Book Running Lead Managers

4

Term Description

Anchor Investor Application

Form

An application form, whether physical or electronic, used by Anchor Investors, which will

be considered as the application for Allotment in terms of the Red Herring Prospectus and

the Prospectus

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

the 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 IPO Committee, in consultation with the Book Running Lead Managers

Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the

event the Anchor Investor Allocation Price is lower than the Offer Price, not later than two

Working Days after the Bid/ Offer Closing Date

Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our IPO Committee, in

consultation with the Book Running Lead Managers, to Anchor Investors, on a discretionary

basis, in accordance with SEBI ICDR Regulations. One-third of the Anchor Investor Portion

shall be reserved for domestic Mutual Funds, subject to valid Bids being received from

domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors

Application Supported by

Blocked Amount/ ASBA

The application (whether physical or electronic) by an ASBA Investor 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 an ASBA Investor

ASBA Investor All Investors other than Anchor Investors

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

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

Herring Prospectus and the Prospectus

BAML DSP Merrill Lynch Limited

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

as described in Offer Procedure on page 430

Bankers to our Company Punjab National Bank, Citibank N.A. and HDFC Bank Limited

Bid An indication to make an offer during the Bid/Offer Period by a Investor (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 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 the Red Herring Prospectus and the Bid cum

Application Form

Bid Amount The highest value of the optional Bids as indicated in the ASBA Form and payable by the

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

submission of the Bid in the Offer

Bid cum Application Form The form in terms of which the Investor shall make a Bid, including ASBA Form, and which

shall be considered as the application for the Allotment pursuant to the terms of the Red Herring

Prospectus and the Prospectus

Bid Lot [] Equity Shares

Investor 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 Anchor

Investor

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 [] editions of [] (a widely

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

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

newspaper, Kannada being the regional language in the place where our Registered Office is

located). Our IPO Committee, in consultation with the Book Running Lead Managers, may

decide to close the Bid/ Offer Period for QIBs one Working Day prior to the Bid/Offer Closing

Date, subject to the SEBI ICDR Regulations

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 [] editions of [] (a widely

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

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

newspaper, Kannada being the regional language in the place where our Registered Office is

located)

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 Investors (excluding

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

SEBI ICDR Regulations and the terms of the Red Herring Prospectus

5

Term Description

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 Part A of Schedule XI of the SEBI ICDR

Regulations, in terms of which the Offer is being made

BRLMs/Book Running Lead

Managers

The Book Running Lead Managers to the Offer, being Kotak Mahindra Capital Company

Limited, DSP Merrill Lynch Limited, Citigroup Global Markets India Private Limited and PNB

Investment Services Limited. PNB Investment Services Limited will only be involved in

marketing of the Offer.

Broker Centres Broker centres of the Registered Brokers, where Investors (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, www.bseindia.com and www.nseindia.com

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 finalized and above which no Bids will be accepted, including any revisions thereof

Client ID Client identification number of the Investors beneficiary account

Citi Citigroup Global Markets India Private Limited

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, finalized by our IPO Committee, in consultation with the Book Running Lead

Managers, 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 Investors including the Investors address, names of the Investors

father/husband, investor status, occupation, PAN and bank account details

Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available

on the website of SEBI at

http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other

website as may be prescribed by SEBI from time to time.

Designated CDP Locations Such centres of the Collecting Depository Participants where Investors (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 (www.bseindia.com and

www.nseindia.com)

Designated Date The date on which the funds from the Anchor Escrow Account 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 the Red Herring Prospectus, after the Prospectus is filed

with the RoC

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

Brokers, CDPs and CRTAs, who are authorized to collect Bid cum Application Forms from

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

Designated RTA Locations Such centres of the CRTAs where Investors (except Anchor Investors) can submit the Bid cum

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

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

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

Designated Stock Exchange []

Draft Red Herring

Prospectus/DRHP

This draft red herring prospectus dated [], issued in accordance with the SEBI ICDR

Regulations, which does 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 FPI FPIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation

under the Offer and in relation to whom the Bid cum Application Form and the Red Herring

Prospectus will constitute an invitation to subscribe to or purchase the Equity Shares

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 the Red Herring Prospectus

constitutes an invitation to subscribe for the Equity Shares

http://www.nseindia.com/http://www.nseindia.com/

6

Term Description

Escrow Agreement Agreement dated [], entered into by and among our Company, the Selling Shareholders, the

Registrar to the Offer, the Book Running Lead Managers, the Escrow Collection Bank, Public

Offer Account Bank(s) and Refund Bank for collection of the Bid Amounts from Anchor

Investors and where applicable remitting refunds, if any, on the terms and conditions thereof

Escrow Collection Bank(s) The bank(s) which is/are clearing members and are registered with the SEBI as a banker to

an offer under the SEBI BTI Regulations, with whom the Anchor Escrow Accounts in

relation to the Offer for Bids by Anchor Investors will be opened, in this case being []

First Investor The Investor whose name appears first in the Bid cum Application Form or the Revision

Form and in case of joint Investors, 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 finalized and below which no Bids will be accepted

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

General Information

Document/GID

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

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

SEBI 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 and

(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 notified by SEBI and

included in Offer Procedure on page 430

Kotak Kotak Mahindra Capital Company 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

Mutual Fund Portion 5% of the QIB Category (excluding the Anchor Investor Portion) or 4,958,981 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

Non-Institutional Category The portion of the Offer, being not less than 15% of the Offer or 74,384,712 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 Investors, 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 Initial public offering of up to 495,898,076 Equity Shares of face value 10 each of the

Company for cash at a price of [] each, through an offer for sale by the Selling Shareholders

Offer Agreement The agreement dated July 26, 2018 entered into by and among our Company, the Selling

Shareholders and the Book Running Lead Managers, pursuant to which certain arrangements

are agreed to in relation to the Offer

Offer for Sale Offer of up to 495,898,076 Equity Shares aggregating to [] million to be offered for

sale/transfer by the Selling Shareholders pursuant to the Offer in terms of the Red Herring

Prospectus and the Prospectus

Offer Price The final price at which Equity Shares will be Allotted to the successful ASBA Bidders, as

determined in accordance with the Book Building Process and determined by our IPO

Committee, in consultation with the Book Running Lead Managers in terms of the Red Herring

Prospectus on the Pricing Date

Offered Shares Collectively, the Equity Shares offered by each Selling Shareholder

PNB Investment PNB Investment Services Limited

Price Band Price band of the Floor Price of [] and a Cap Price of [], including any revisions thereof.

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

Committee, in consultation with the Book Running Lead Managers, and advertised in []

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

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

Kannada regional daily newspaper, Kannada 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 IPO Committee, in consultation with the Book Running Lead Managers,

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 Section 26 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 Escrow Collection Bank(s) under Section 40(3) of the

Companies Act, 2013 to receive monies from the 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 247,949,037 Equity Shares

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

7

Term Description

allocation shall be on a discretionary basis, as determined by our IPO Committee, in

consultation with the Book Running Lead Managers), 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

The red herring prospectus to be issued in accordance with Section 32 of the Companies Act,

2013 and the SEBI ICDR Regulations, which will not have complete particulars of the price

at which the Equity Shares shall be Allotted and which shall be registered 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 banks which are clearing members and registered with SEBI under the SEBI BTI

Regulations and with whom the Refund Account(s) have will be opened, in this case being

[]

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 July 26, 2018, entered into by and among our Company, the Selling

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

the Registrar to the Offer pertaining to the Offer

RoC or Registrar of

Companies

The Registrar of Companies, Karnataka at Bengaluru

Registrar to the Offer Link Intime India Private Limited

Resident Indian A person resident in India, as defined under FEMA

Retail Category The portion of the Offer, being not less than 35% of the Offer or 173,564,327 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

Investors (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 Investors 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 and updated from time to time and at such other websites

as may be prescribed by SEBI from time to time

Share Escrow Agent The escrow agent appointed pursuant to the Share Escrow Agreement, namely [].

Share Escrow Agreement The agreement dated [] to be entered into between our Company, the Selling Shareholders

and a share escrow agent in connection with the transfer of the respective portion of Offered

Shares by each 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, a list of which

is included in the Bid cum Application Form

Stock Exchanges Together, BSE Limited and National Stock Exchange of India Limited

Syndicate Agreement The agreement dated [] to be entered into amongst 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 []

Syndicate or members of the

Syndicate

Collectively, the Book Running Lead Managers and the Syndicate Members

Underwriters []

Underwriting Agreement The agreement to be entered into by and among our Company, the Selling Shareholders and

the Underwriters, to be entered into on or after the Pricing Date

Wilful Defaulter A company or person categorised as a wilful defaulter by any bank or financial institution or

consortium thereof, in accordance with the guidelines on wilful defaulters issued by the

Reserve Bank of India and includes an issuer whose director or promoter is categorized as

such

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 Mumbai, India are open for business,

provided however, with reference to (a) announcement of Price Band; and (b) Bid/Offer

8

Term Description

Period, Working Day shall mean any day, excluding all Saturdays, Sundays and public

holidays, on which commercial banks in Mumbai are open for business; and with reference

to the time period between the Bid/Offer Closing Date and the listing of the Equity Shares

on the Stock Exchanges, Working Day shall mean all trading days of the Stock Exchanges,

excluding Sundays and bank holidays, as per the SEBI Circular

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Conventional and General Terms and Abbreviations

Term Description

AGM Annual general meeting of the Company

AIF(s) Alternative Investment Funds

AIF Regulations SEBI (Alternative Investment Funds) Regulations, 2012, as amended

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

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

AY/Assessment Year Assessment Year

BSE BSE Limited

CAGR Compounded Annual Growth Rate, being the annualised average year-over-year growth rate

over a specified period of time calculated as per the following formula -

(End Value/Beginning Value)^(1/number of years) 1

Category I FPIs FPIs registered as category I FPIs under the SEBI FPI Regulations, which shall include

Government and Government related investors such as central banks, Governmental agencies,

sovereign wealth funds and international or multilateral organizations or agencies

Category II FPIs FPIs registered as category II FPIs under the SEBI FPI Regulations, which shall include

appropriately regulated broad based funds such as mutual funds, investment trusts,

insurance/reinsurance companies, appropriately regulated persons such as banks, asset

management companies, investment managers/ advisors, portfolio managers, broad based

funds that are not appropriately regulated but whose investment manager is appropriately

regulated: Provided that the investment manager of such broad based fund is itself registered as

Category II foreign portfolio investor, university funds and pension funds and university related

endowments already registered

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

CFO Chief Financial Officer

CIN Corporate Identity Number

CLRA The Contract Labour (Regulation and Abolition) Act, 1970

Companies Act Companies Act, 1956, to the extent not repealed, and/or the Companies Act, 2013

Companies Act, 2013 The 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 consolidated FDI Policy, effective from August 28, 2017, issued by the Department of

Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India,

and any modifications thereto or substitutions thereof, issued from time to time

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

(Depositories and Participants) Regulations, 1996

Depositories Act The Depositories Act, 1996

DIN Director Identification Number

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

DP ID Depository Participants identity number

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

EGM Extra-ordinary General Meeting

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

EPS Earnings per share

ESI Act The Employees State Insurance Act, 1948

Euro 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

FII(s) Foreign Institutional Investors as defined under Securities and Exchange Board of India

(Foreign Institutional Investors) Regulations, 2000, registered with the SEBI under

applicable laws in India and deemed as FPIs under the SEBI FPI Regulations

9

Term Description

Financial Year/Fiscal/FY 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

FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations and includes a person

who has been registered under the SEBI FPI Regulations

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

GDP Gross Domestic Product

GoI The Government of India

GST Goods and services tax

HUF(s) Hindu Undivided Family(ies)

IAS Rules The Companies (Indian Accounting Standards) Rules, 2015

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

Income Tax Act / IT Act The Income Tax Act, 1961

IND (AS) / IND AS / Ind AS The Indian Accounting Standards referred to in the Companies (Indian Accounting Standard)

Rules, 2015, as amended

Indian GAAP Generally Accepted Accounting Principles in India

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

IRDAI Insurance Regulatory and Development Authority of India

IRDAI Act The Insurance Regulatory and Development Authority of India Act, 1999

IRDAI Investment

Regulations

The Insurance Regulatory and Development Authority (Investment) Regulations, 2016

IRDAI Issuance of Capital

Regulations

The Insurance Regulatory and Development Authority of India (Issuance of Capital by

Indian Insurance Companies transacting Life Insurance Business) Regulations, 2015

IRDAI CG Guidelines The Guidelines on Corporate Governance for insurance companies issued by the IRDAI by

way of circular no. IRDA/F&A/GDL/CG/100/05/2016 dated May 18, 2016

IRDAI Preparation of

Financial Statements

Regulations

The Insurance Regulatory and Development Authority (Preparation of Financial Statements

and Auditors Report of Insurance Companies) Regulations, 2000

IRDAI Registration of

Corporate Agents Regulations

The Insurance Regulatory and Development Authority of India (Registration of Corporate

Agents) Regulations, 2015

IRDAI Transfer of Equity

Shares Regulation

The Insurance Regulatory and Development Authority of India (Transfer of Equity Shares

of Insurance Companies) Regulations, 2015

IT Information Technology

MCA The Ministry of Corporate Affairs, GoI

Mn Million

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

(Mutual Funds) Regulations, 1996

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

NRI Non-Resident Indian

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

P/E Ratio Price/Earnings Ratio

PAN Permanent account number

PAT Profit after tax

Payment of Bonus Act The Payment of Bonus Act, 1965

Payment of Gratuity Act The Payment of Gratuity Act, 1972

RBI The Reserve Bank of India

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

Resident A person resident in India, as defined under the FEMA

Rule 144A Rule 144A under the U.S. Securities Act

SCRA The 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 The Securities and Exchange Board of India Act, 1992

SEBI BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

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

Regulations, 2009

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

10

Term Description

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

Regulations, 2000

SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015

STT Securities Transaction Tax

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

Takeovers) Regulations, 2011

Trademarks Act Trademarks Act, 1999

UNCITRAL United Nations Commission on International Trade Law

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

USA/ U.S./ US United States of America, its territories and possessions, any state of the United States of

America

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

U.S. Securities Act U.S. Securities Act of 1933, as amended

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 Securities and

Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may

be

Industry Specific Terms

Term Description

Acquisition cost Costs that are primarily related to the acquisition of insurance contracts

Annuity and immediate

annuity

Annuities provide for a series of payments to be made at regular intervals in return for a

certain sum paid up front. An immediate annuity is a contract to pay out regular amounts of

benefit wherein the contract commences payments, immediately after the contract is

concluded

Assets Under Management /

AUM

AUM refers to the carrying value of investments managed by the Company and includes net

current assets pertaining to unit linked investments

Bancassurance An arrangement entered into by a bank (corporate agent registered by IRDAI) and an

insurance company, through which the bank sells or markets the insurance companies

products to its customer base.

Bonus The non-guaranteed benefits which are expected to be added to the participating life

insurance policies and are the way in which policyholders receive their share of the profits

of the policies. Bonus includes terminal and reversionary bonus

Certified Insurance

Facilitators /

CIFs

Employees of bancassurance partners providing insurance advice and distributing insurance

products to banks customers, referred as Specified Persons by IRDAI

CIBT93 Critical Illness Basic Table 1993 issued by the Actuarial Society of India (now known as

Institute of Actuaries of India) with respect to incidence rates and morbidity assumptions.

CIBT93 shall constitute Published Tables within the meaning of Regulation 4 of IRDAI

(Asset, Liabilities and Solvency Margin of Life Insurance Business) Regulations, 2016

Common service centres Front-end delivery points for government, private and social sector services to citizens of

India, an initiative of the Government of India

Death Claims Settlement

Ratio

Ratio of death claims settled to death claims reported to the Company and outstanding at the

beginning of the year

Death claims or mortality

claims

Amount of benefit which is payable on death as specified in the policy document. This is

stated at the inception of the contract

Embedded Value The measure of the consolidated value of shareholders interest in the covered life insurance

business, which is all life insurance business written by the Company since inception and in-

force as on the valuation date (including lapsed business which has the potential of getting

revived). The Embedded Value of the Company has been determined on the basis of the

Indian Embedded Value Methodology

Embedded Value Operating

Profit (EVOP) and Operating

Return on Embedded Value

Embedded value operating profit is a measure of the increase in the Embedded Value during

a specified period due to matters that can be influenced by management. It excludes changes

in the Embedded Value due to external factors like changes in economic variables and

shareholder-related actions like capital injection or dividend pay-outs. Operating Return on

embedded value is the ratio of EVOP for a specified period to the Embedded Value at the

beginning of that period

Embedded Value Report The embedded value report dated July 4, 2018 prepared by the Independent Actuary in

accordance with Actuarial Practice Standard 10 issued by the Institute of Actuaries of India

11

Term Description

Facultative An arrangement under which the insurer is free to place the reinsurance with any reinsurer or

reject the reinsurance offered. Similarly, the reinsurer may accept or reject the reinsurance

offered

Fair Value Change Unrealised gains/ losses arising due to changes in the fair value of investment assets including

listed equity shares, mutual funds, debt securities and derivative instruments

First year Premium Insurance premium that is due in the first policy year of a life insurance contract from the

policyholder

Grievance Disposal Rate Average number of days taken to resolve the grievances for a period

Grievance Ratio Number of grievances reported to the Company divided by number of policies issued by the

Company in the same period (per 10,000)

Gross Written Premium The total premium written by the Company before deductions for reinsurance ceded

Independent Actuary Mr. Vivek Jalan, Managing Partner, Willis Towers Watson Actuarial Advisory LLP, in

accordance with the IRDAI Issuance of Capital Regulations.

Indian Assured Lives

Mortality 2006 2008 table

Mortality Table as published by the Institute of Actuaries of India, effective from April 1, 2013,

within the meaning of Regulation 4 of IRDAI (Asset, Liabilities and Solvency Margin of Life

Insurance Business) Regulations, 2016

Individual living benefit

claims

Amount of benefit which is payable on survival as specified in the policy document for

individual policies. This is stated at the inception of the contract

Individual New Business

Premium

Insurance premium that is due in the first policy year and/or single premium payment from

the policyholders of an individual life insurance Contract

Insurance density Premium per capita

Insurance underwriting The process by which an insurance company determines whether or not and on what basis it

will accept an application for insurance

Insurance Marketing Firm Entity registered by IRDAI to solicit or procure insurance products as specified under

applicable regulations to undertake insurance service activities, and to distribute other

financial products by employing individuals licensed to market, distribute and service such

other financial products

Life insurance penetration Insurance premium as % of gross domestic product or GDP

Investment yield A measure of the income earned from an investment compared to the price paid for the

investment. Normally expressed as a percentage

LIC(a) 1996-98 table for

annuities

Mortality Table for annuitants as published by the Institute of Actuaries of India, within the

meaning of Regulation 4 of IRDAI (Asset, Liabilities and Solvency Margin of Life Insurance

Business) Regulations, 2016

Mathematical reserves The provision made by an insurer to cover liabilities arising under or in connection with

policies or contracts for life insurance business. Mathematical reserves also include specific

provision for adverse deviations of the bases, such as mortality and morbidity rates, interest

rates, and expense rates, and any explicit provisions made, in the valuation of liabilities, in

accordance with the regulations made by IRDAI for this purpose

Micro-agents Entities or individuals appointed as micro insurance agents as per the applicable regulations

for distribution of micro-insurance products

Mis-selling Ratio Number of grievances with respect to unfair business practice that are reported to the

Company divided by policies issued by the Company in the same period represented as a

percentage

Morbidity rate The frequency at which a disease appears in a population. Morbidity rates help insurers

predict the likelihood that an insured will contract or develop any number of specified

diseases

Mortality rate A measure of the number of deaths, varying by such parameters as age, gender and health,

used in pricing and computing liabilities for future policyholders of life and annuity products,

which contain mortality risks

Net Asset value / NAV NAV in the context of equity shares is computed as the closing net worth of a company,

divided by the closing outstanding number of fully paid up equity share. In the context of the

unit-linked business of our Company and the investments made in mutual funds by our

Company, it represents the value of one unit held by the policyholder/ us and is computed as

total assets of the fund/ scheme divided by number of units outstanding

Net New Cash Net Premium minus net benefits

Net Premium The total premium written by the Company after deductions for reinsurance ceded

Net worth Net worth represents the shareholders funds and is computed as sum of share capital including

share application money pending allotment, reserves and surplus including share premium,

and credit/(debit) fair value change account in shareholders account net of debit balance in

profit and loss account

New Business Annualized

Premium Equivalent

Annualised premium equivalent (APE) is 100% of annualised regular premium for new

business plus 10.00% of single premiums, written by the Company during the period under

consideration

New Business Premium /

NBP

Insurance premium that is due in the first policy year of a life insurance contract or a single

lump sum payment from the policyholder

12

Term Description

Non-Participating or Non-Par

Product

Policies without participation in profits, means policies which are not entitled to any share

in surplus (profits) during the term of the policy. Examples include pure risk policies such as

fixed annuities, term insurance, critical illness, etc.

Operating Expense Ratio Operating expenses related to insurance business (excluding commission) divided by Gross

Written Premium (total premium)

Participating or Par Product A life insurance policy where the policyholder is entitled to at least a 90.00% share of the

surplus emerging in the participating fund

Persistency Ratio The ratio of life insurance policies remaining in force to all policies issued in a fixed period.

Persistency can be measured in terms of number of policies or in terms of premium

Policy lapse A life insurance contract lapses if the policyholder does not pay premium within the grace

period as prescribed under the IRDAI (Non-Linked Insurance Products and Linked Insurance

Product) Regulations, 2013, as applicable

Premium The consideration which the policyholder has to pay in order to avail the benefits offered

by an insurance policy

Private life insurers All Indian life insurance companies other than the Life Insurance Corporation of India

Protection gap Protection gap is the difference between the insurance that is economically beneficial and

amount of insurance actually purchased

Reinsurance An insurance contract between one insurance company (cedant) and another insurance

company (reinsurer) to indemnify against losses on one or more contracts issued by the cedant

in exchange for a consideration (the premium). The intent of reinsurance is for an insurance

company to reduce the risks associated with underwritten policies by spreading risks across

alternative institutions

Renewal Premium Life insurance premiums falling due in the years subsequent to the first year of the

Policy

Reversionary bonus Reversionary bonuses are regular bonuses declared annually and accrue at the policy

anniversary during the ensuing financial year. Once declared, these accrued bonuses are

guaranteed. The bonuses can be:

Compound Reversionary Bonuses These are regular bonuses declared as a percentage of base Sum Assured plus already declared past bonus amounts;

Simple Reversionary Bonuses - These are regular bonuses declared as a percentage of base Sum Assured only.

Rider The add-on benefits which are in addition to the benefits under a basic policy

Single Premium Single lump sum premium received from the policyholder

Solvency Ratio, Required

Solvency Margin and

Available Solvency

Margin

Every insurer is required to maintain an excess of the value of admissible assets over the

amount of liabilities of not less than an amount prescribed by the IRDAI, which is referred

to as a Required Solvency Margin. The actual excess of admissible assets over liabilities

maintained by the insurer is termed as Available Solvency Margin. The ratio of Available

Solvency Margin to the Required Solvency Margin is called as Solvency Ratio

Sum assured The amount that an insurer agrees to pay on the occurrence of a stated contingency

Surplus The excess of the value placed on a life insurance companys assets over the value placed on

its liabilities

Surrender The termination of a life insurance policy at the request of the policyholder after which the

policyholder receives the cash surrender value, if any, of the contract

Surrender Ratio Total surrender payout during a period divided by the average AUM of policyholders during

that period. Average AUM = (Opening AUM + Closing AUM)/2

Terminal bonus Bonus declared under the policy in the year when the policy results into a claim either by death,

surrender or maturity

Top-up premium Premium paid by the policyholder in the form of a single payment separately from and in

addition to the required regular premium

Total Cost Ratio Operating expenses including commission, provision for doubtful debts and bad debts

written off divided by Gross Written Premium

Underwriting The process by which an insurance company determines whether or not and on what basis it

will accept an application for insurance

Unit-linked fund A unit-linked fund pools together the premiums paid by policyholders and invests in a

portfolio of assets to achieve the fund(s) objective. The price of each unit in a fund depends

on how the investments in that fund perform

Unit-linked products A life insurance contract or health insurance contract under which benefits are wholly or

partly to be determined by reference to the value of underlying assets or any approved index

Value of New Business /

VNB / VONB

VONB is the present value of expected future earnings from new policies written

during a specified period and it reflects the additional value to shareholders expected to be

generated through the activity of writing new policies during a specified period

Value of New Business

Margin / VNB Margin /

Margin as a percentage of

VNB Margin is the ratio of VNB to New Business Annualized Premium Equivalent for a

specified period and is a measure of the expected profitability of new business

13

Term Description

New Business Annualized

Premium Equivalent

Variable insurance product Products where the benefits are partially or wholly dependent on the performance of an

approved external index/ benchmark which is linked to the product

Vested bonus Bonus already accrued, which is declared and attached to a policy. Once vested it becomes

guaranteed.

Weighted received premium 100% of insurance premium that is due in the first policy year of a life insurance contract

plus 10% of single lump sum payment from the policyholder

14

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION

Certain Conventions

In this Draft Red Herring Prospectus, all references to India are to the Republic of India, all references U.K.

or United Kingdom are to the United Kingdom of Great Britain and Northern Ireland 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 indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our Restated

Financial Statements as of and for the Fiscals ended March 31, 2014, 2015, 2016, 2017 and 2018. These financial

statements have been prepared in accordance with Indian GAAP, the Companies Act, 2013 and relevant rules

framed thereunder, the Insurance Act, the IRDAI Preparation of Financial Statements Regulations, the IRDAI

Issuance of Capital Regulations, IRDAI Act, regulations framed and circulars issued thereunder and restated under

the SEBI ICDR Regulations. The information pertaining to our Assets under Management in Business are based

on our Restated Financial Statements.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts

listed are due to rounding off. All figures, in decimals have been rounded off to the second decimal for all amounts

in million and all percentage figures have been rounded off to two decimal place except certain figures cited

from the Embedded Value Report from Mr. Vivek Jalan, Managing Partner, Willis Towers Watson Actuarial

Advisory LLP and the CRISIL Report and accordingly there may be consequential changes in this Draft Red

Herring Prospectus.

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. Reference in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year is

to the 12 months ended on March 31 of such year, unless otherwise specified. Indian GAAP differs from

accounting principles and auditing standards with which prospective investors may be familiar in other countries,

including IFRS and U.S. GAAP and the reconciliation of the financial information to other accounting principles

and auditing standards has not been provided. 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 investors should

consult their own advisors regarding such differences and their impact on our Companys financial data. For risks

involving differences between Indian GAAP and other accounting principles and auditing standards and risks in

relation to Ind AS, see Risk Factors beginning on page 19. 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, Indian GAAP, the Insurance Act, the

IRDAI Act, regulations framed and circulars issued thereunder, the Companies Act, 2013 and the SEBI ICDR

Regulations. Any reliance by persons not familiar with Indian accounting policies and practices, Indian GAAP,

the Insurance Act, the IRDAI Act, regulations framed and circulars issued thereunder, the Companies Act, 2013,

the IRDAI Issuance of Capital Regulations, IRDAI Preparation of Financial Statements Regulations and the SEBI

ICDR Regulations and practices on the financial disclosures presented in this Draft Red Herring Prospectus should

accordingly be limited. Our Company has obtained the Embedded Value Report from Mr. Vivek Jalan, Managing

Partner, Willis Towers Watson Actuarial Advisory LLP, in accordance with the IRDAI Issuance of Capital

Regulations. For further details, see Embedded Value Report beginning on page 342.

Our Company has obtained a certificate dated May 22, 2018, from the Appointed Actuary in relation to actuarial

report and abstract as at March 31, 2018, under the Insurance Act and the Insurance Regulatory and Development

Authority of India (Actuarial Report and Abstract for Life Insurance Business) Regulations, 2016, as amended.

Unless the context otherwise indicates, any percentage amounts, as set forth in Risk Factors, Business and

Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on

pages 19, 140 and 314, respectively and elsewhere in this Draft Red Herring Prospectus have been calculated on

the basis of the Restated Financial Statements of our Company.

15

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 various industry publications and sources and the CRISIL

Report.

We have commissioned a report titled CRISIL Research - Analysis of life insurance industry in India dated July

10, 2018 prepared by CRISIL, for the purpose of confirming our understanding of the industry in connection with

the Offer. In this regard, CRISIL has issued the following disclaimer:

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report

(Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). However,

CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible

for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a

recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be

construed as an expert advice or investment advice or any form of investment banking within the meaning of any

law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users /

transmitters / distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is

to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not

have the necessary permission and/or registration to carry out its business activities in this regard. PNB MetLife

India Insurance Company Limited will be responsible for ensuring compliances and consequences of non-

compliances for use of the Report or part thereof outside India. CRISIL Research operates independently of, and

does not have access to information obtained by CRISIL's Ratings Division / CRISIL Risk and Infrastructure

Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature. The

views expressed in this Report are that of CRISIL Research and not of CRISIL's Ratings Division / CRIS. No part

of this Report may be published/reproduced in any form without CRISIL's prior written approval.

Apart from the above, 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 made 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, our Directors, our

Promoters, the Selling Shareholders or the Book Running Lead Managers or any of their respective 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.

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

factors. Accordingly, investment decisions should not be based solely on such information. For details of risks in

relation to the CRISIL Report, see Risk Factors This Draft Red Herring Prospectus contains information

from an industry report which we have commissioned from CRISIL on page 32.

Currency and Units of Presentation

All references to Rupees or or Rs. or INR 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 of America.

In this Draft 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. 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 Draft Red Herring Prospectus expressed in such denominations as

provided in such respective sources.

Exchange Rates

This Draft 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 c