· pdf fileprospectus dated may 22, 2017 please read section 32 of the companies act, 2013...

PROSPECTUS
Dated May 22, 2017 Please read Section 32 of the Companies Act, 2013
Book Built Issue
PSP PROJECTS LIMITED
Our Company was incorporated as PSP Projects Private Limited on August 26, 2008, as a private limited company under the Companies Act, 1956, with the Registrar of Companies, Gujarat at
Ahmedabad (the RoC). Our Company was converted into a public limited company pursuant to a special resolution of the Shareholders dated June 30, 2015 and consequently, the name of our
Company was changed to PSP Projects Limited and a fresh certificate of incorporation was issued by the RoC on July 10, 2015. For further details of change in the name and registered office of our
Company, please see the section entitled History and Certain Corporate Matters on page 155.
Registered and Corporate Office: PSP House, opposite Celesta Courtyard, opposite lane of Vikram Nagar Colony, Iscon-Ambli Road, Ahmedabad - 380 054, Gujarat
Contact Person: Minakshi Tak, Company Secretary and Compliance Officer; Tel: +91 79 26936200/300/400; Fax: +91 79 26936500
E-mail: [email protected]; Website: www.pspprojects.com
Corporate Identity Number: U45201GJ2008PLC054868
OUR PROMOTERS: PRAHALADBHAI SHIVRAMBHAI PATEL AND SHILPABEN PATEL
PUBLIC ISSUE OF 10,080,000 EQUITY SHARES OF FACE VALUE OF 10 EACH (THE EQUITY SHARES) OF PSP PROJECTS LIMITED (OUR COMPANY OR THE ISSUER) FOR
CASH AT A PRICE OF 210 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 200 PER EQUITY SHARE) AGGREGATING TO 2,116.80 MILLION^ COMPRISING A FRESH
ISSUE OF 7,200,000 EQUITY SHARES AGGREGATING TO 1,512.00 MILLION^ (THE FRESH ISSUE) AND AN OFFER FOR SALE OF 1,584,000 EQUITY SHARES BY PRAHALADBHAI SHIVRAMBHAI PATEL, 576,000 EQUITY SHARES BY SHILPABEN PATEL, (PRAHALADBHAI SHIVRAMBHAI PATEL AND SHLPABEN PATEL COLLECTIVELY REFERRED TO AS THE
PROMOTER SELLING SHAREHOLDERS) 288,000 EQUITY SHARES BY POOJA PATEL AND 432,000 EQUITY SHARES BY SAGAR PATEL (POOJA PATEL AND SAGAR PATEL
COLLECTIVELY REFERRED TO AS THE PROMOTER GROUP SELLING SHAREHOLDERS) (THE PROMOTER SELLING SHAREHOLDERS AND THE PROMOTER GROUP SELLING
SHAREHOLDERS COLLECTIVELY REFERRED TO AS THE SELLING SHAREHOLDERS) AGGREGATING TO 604.80 MILLION^ (THE OFFER FOR SALE AND TOGETHER WITH THE FRESH ISSUE, THE ISSUE). THE ISSUE CONSTITUTES 28.00 % OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL.
^ Subject to finalization of the Basis of Allotment
THE FACE VALUE OF THE EQUITY SHARES IS 10 EACH AND THE ISSUE PRICE IS 21.00 TIMES THE FACE VALUE OF THE EQUITY SHARES.
This Issue is being made in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR) and Regulation 26 (2) of the SEBI ICDR Regulations, wherein at least 75% of
the Issue was allocated on a proportionate basis to Qualified Institutional Buyers (QIBs) (QIB Category), out of which our Company and the Selling Shareholders, in consultation with the BRLMs, have
allocated up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (Anchor Investor Portion), of which one-third was reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) was
available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Category was 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 Issue Price. Further, not more than 15% of the Issue was available for allocation on a proportionate basis to Non-Institutional Investors
and not more than 10% of the Issue was available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All
potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount (ASBA) process providing details of their respective ASBA accounts in which
the corresponding Bid Amounts will be blocked by the SCSBs. Anchor Investors were not permitted to participate in the Issue through the ASBA process. For details, see section titled Issue Procedure on page
392.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 10 and the Floor Price is 20.5 times the face value and the Cap Price is 21.0 times the face value. The Issue Price (determined and justified by our Company and the Selling Shareholders in consultation with the BRLMs as stated under the section entitled Basis
for Issue Price on page 98) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in
the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors
are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue,
including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy
of the contents of this Prospectus. Specific attention of the investors is invited to the section entitled Risk Factors on page 17.
ISSUERS AND SELLING SHAREHOLDERS` ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context
of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
Further, the Selling Shareholders severally accept responsibility that this Prospectus contains all information about themselves as a Selling Shareholder in the context of the Offer for Sale and further assumes
responsibility for statements in relation to themselves included in this Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from the BSE and the NSE for the listing
of the Equity Shares pursuant to letters dated January 11, 2017 and January 25, 2017, respectively. For the purposes of the Issue, BSE will be the Designated Stock Exchange. Copies of the Red Herring Prospectus
and this Prospectus have been 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 were available for
inspection from the date of the Red Herring Prospectus up to the Bid/Issue Closing Date, please see the section entitled Material Contracts and Documents for Inspection on page 479.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
Karvy Investor Services Limited
Karvy House,
46, Avenue 4
Street No. 1, Banjara Hills,
Hyderabad - 500 034, Telangana
Tel: +91 40 23428774
Fax: +9140 23374714
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.karvyinvestmentbanking.com
Contact person: P. Balraj / Avinash Palivela
SEBI Registration No.: MB/INM000008365
Motilal Oswal Investment Advisors Limited*
Motilal Oswal Tower,
Rahimtullah Sayani Road,
Opposite Parel ST Depot, Prabhadevi,
Mumbai- 400 025
Tel: +91 22 3980 4380
Fax: +91 22 3980 4315
Website: www.motilaloswalgroup.com
Contact person: Kristina Dias
SEBI Registration No.: INM000011005
*Formerly Motilal Oswal Investment Advisors Private Limited
Karvy Computershare Private Limited
Karvy Selenium Tower B
Plot 31-32, Gachibowli
Financial District, Nanakramguda
Hyderabad 500 032
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Website: www.karishma.karvy.com
Contact person: M Murali Krishna
SEBI Registration No.: INR000000221
BID/ISSUE PROGRAMME
BID/ISSUE OPENED ON MAY 17, 2017, WEDNESDAY(1)
BID/ISSUE CLOSED ON MAY 19, 2017, FRIDAY (1) The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date being May 16, 2017.

TABLE OF CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 1
DEFINITI