indian railway finance corporation limitedcontent.acesphere.com/ipo/dp/dp1828.pdf · 2021. 1....

PROSPECTUS

Dated: January 22, 2021

(Please read Section 32 of the Companies Act, 2013)

Book Built Issue

INDIAN RAILWAY FINANCE CORPORATION LIMITED Our Company was incorporated as Indian Railway Finance Corporation Limited on December 12, 1986, as a public limited company under the Companies Act, 1956, pursuant to a certificate of

incorporation issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana (“RoC”). Thereafter, our Company received a certificate of commencement of business from the

RoC on December 23, 1986. The MCA, through its notification dated October 8, 1993, classified our Company as a Public Financial Institution under Section 4(A) of the Companies Act, 1956 (now

defined in Section 2(72) of the Companies Act, 2013). Subsequently, our Company was registered with RBI under Section 45-IA of the RBI Act to carry on the business of a non-banking financial

institution without accepting public deposits, pursuant to a certificate of registration bearing No.14.00013 dated February 16, 1998. Subsequently, vide a fresh certificate of registration bearing

No.14.00013, dated March 17, 2008, RBI classified our Company as a non-deposit accepting asset finance non-banking financial company. Thereafter, our Company was re-classified as an NBFC-ND-

IFC by RBI, through a fresh certificate of registration bearing No. B-14.00013, dated November 22, 2010. For further details, including details of change in registered office of our Company, see

“History and Certain Corporate Matters” on page 127.

Registered and Corporate Office: UG-Floor, East Tower, NBCC Place, Bisham Pitamah Marg, Pragati Vihar, Lodhi Road, New Delhi – 110 003; Tel: +91 (11) 2436 9766

Contact Person: Vijay Babulal Shirode, Company Secretary and Compliance Officer; Tel: +91 (11) 2436 8068;

E-mail: [email protected]; Website: www.irfc.nic.in;

Corporate Identification Number: U65910DL1986GOI026363

OUR PROMOTER: THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA (“MoR”)

INITIAL PUBLIC OFFERING OF 1,782,069,000* EQUITY SHARES OF FACE VALUE OF `10 EACH (“EQUITY SHARES”) OF INDIAN RAILWAY FINANCE CORPORATION LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF `26.00 PER EQUITY SHARE (INCLUDING A PREMIUM OF `16.00 PER EQUITY SHARE) (THE “ISSUE PRICE”) AGGREGATING TO `46,333.79 MILLION (“ISSUE”). THE ISSUE CONSISTED OF A FRESH ISSUE OF 1,188,046,000* EQUITY SHARES AGGREGATING TO `30,889.20 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 594,023,000* EQUITY SHARES BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MoR (“SELLING SHAREHOLDER”), AGGREGATING TO `15,444.60 MILLION (“OFFER FOR SALE”). THE ISSUE INCLUDED A RESERVATION OF 192,307 EQUITY SHARES AGGREGATING TO `5.00 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (“EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET ISSUE. THE ISSUE

AND THE NET ISSUE CONSTITUTED 13.64% AND 13.63% RESPECTIVELY, OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EACH EQUITY SHARE IS `10. THE ISSUE PRICE IS 2.60 TIMES THE FACE VALUE OF THE EQUITY SHARES. *Subject to finalisation of the Basis of Allotment.

The Issue was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). In accordance with Regulation 6(1) of the SEBI ICDR Regulations, the Issue was made through the Book Building Process

wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”). Our Company and the Selling Shareholder, in consultation

with the BRLMs, allocated 60% of the QIB Portion 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. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was available for allocation on a

proportionate basis to all QIB Bidders including Mutual Funds. Further, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the

Net Issue was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations. Further, 192,307 Equity Shares was reserved for allocation on a proportionate basis to Eligible

Employees bidding under the Employee Reservation Portion. All Bidders (except Anchor Investors) were required to mandatorily participate in the Issue through an Application Supported by Blocked Amount

(“ASBA”) process by providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). Anchor Investors were not permitted to participate in the Issue through the ASBA

process. For details, see “Issue Procedure” on page 371.

RISKS 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. The Floor Price, Cap Price and Issue Price as determined and justified by our Company and the Selling Shareholder, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations and on the basis of the assessment of market demand for the

Equity Shares by way of the Book Building Process, as stated under “Basis for Issue Price” on page 84 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 nor 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 “Risk Factors” on page 24.

ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and 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. The Selling

Shareholder accepts responsibility for and confirms that the statements made or confirmed by it in this Prospectus and assume responsibility that such statements are true and correct in all material respects and not

misleading in any material respect.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. 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 30, 2020 and January 31, 2020, respectively. For the purposes of the Issue, the Designated Stock Exchange is NSE. A copy of the Red Herring Prospectus was delivered

and a copy of this Prospectus shall be delivered for filing with the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents which were made available for

inspection from the date of filing of the Red Herring Prospectus up to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 402.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

DAM Capital Advisors Limited

(Formerly known as IDFC Securities

Limited)

One BKC, Tower C, 15th Floor

Unit No. 1511, Bandra Kurla Complex

Bandra (East), Mumbai – 400 051.

Telephone: +91 22 4202 2500

E-mail: [email protected]

Investor grievance e-mail:

[email protected]

Contact Person: Kunal Thakkar

Website: www.damcapital.in

SEBI Registration No.:

MB/INM000011336]

HSBC Securities and Capital Markets

(India) Private Limited

52/60, Mahatma Gandhi Road, Fort,

Mumbai-400001, Maharashtra, India

Telephone: +91 (22) 2268 5555



[email protected]

Contact Person: Sanjana Maniar

Website:www.business.hsbc.co.in/en-

gb/in/generic/ipo-open-offer-and-buyback

SEBI Registration No.: INM000010353

ICICI Securities Limited

ICICI Center, H.T. Parekh Marg,

Churchgate, Mumbai – 400020,

Maharashtra, India

Telephone: +91 (22) 2288 2460/70



[email protected]

Contact Person: Shekher

Asnani/Anurag Byas

Website: www.icicisecurities.com


INM000011179

SBI Capital Markets Limited

202, Maker Tower ‘E’, Cuffe Parade,

Mumbai – 400 005, Maharashtra,

India

Telephone: +91 (22) 2217 8300



[email protected]

Contact Person: Aditya Deshpande

Website: www.sbicaps.com


INM000003531

KFin Technologies Private Limited

(formerly known as “Karvy Fintech

Private Limited”)

Selenium Tower-B

Plot 31 & 32, Gachibowli

Financial District, Nanakramguda,

Serilingampally

Hyderabad 500 032

Telangana, India

Telephone: +91 40 6716 2222

Email: [email protected]

Investor grievance email:

[email protected]

Contact Person: M. Murali Krishna

Website: www.kfintech.com

SEBI Registration No: INR000000221

BID/ISSUE PROGRAMME

BID/ISSUE OPENED ON MONDAY, JANUARY 18, 2021

BID/ISSUE CLOSED ON WEDNESDAY, JANUARY 20, 2021*

*The Anchor Investor Bidding Date opened and closed one Working Day prior to the Bid/Issue Opening Date, i.e Friday, January 15, 2021.

TABLE OF CONTENTS

SECTION I: GENERAL ----------------------------------------------------------------------------------------------------------------------------------- 2

DEFINITIONS AND ABBREVIATIONS..............................................................................................................................2 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........................ 14 NOTICE TO PROSPECTIVE INVESTORS ........................................................................................................................ 16 FORWARD-LOOKING STATEMENTS ............................................................................................................................. 17 SUMMARY OF THIS OFFER DOCUMENT ...................................................................................................................... 19

SECTION II: RISK FACTORS -------------------------------------------------------------------------------------------------------------------------24

SECTION III: INTRODUCTION -----------------------------------------------------------------------------------------------------------------------52

THE ISSUE ........................................................................................................................................................................... 52 SUMMARY FINANCIAL INFORMATION ....................................................................................................................... 54 GENERAL INFORMATION ............................................................................................................................................... 60 CAPITAL STRUCTURE ...................................................................................................................................................... 70 OBJECTS OF THE ISSUE ................................................................................................................................................... 79 BASIS FOR ISSUE PRICE ................................................................................................................................................... 84 STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................... 87

SECTION IV: ABOUT OUR COMPANY ------------------------------------------------------------------------------------------------------------90

INDUSTRY OVERVIEW .................................................................................................................................................... 90 OUR BUSINESS ................................................................................................................................................................ 105 KEY REGULATIONS AND POLICIES ............................................................................................................................ 123 HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 127 OUR MANAGEMENT ....................................................................................................................................................... 132 OUR PROMOTER AND PROMOTER GROUP ................................................................................................................ 147 OUR GROUP COMPANIES .............................................................................................................................................. 148 DIVIDEND POLICY .......................................................................................................................................................... 149 SELECTED STATISTICAL INFORMATION .................................................................................................................. 150

SECTION V: FINANCIAL INFORMATION ------------------------------------------------------------------------------------------------------ 156

FINANCIAL STATEMENTS ............................................................................................................................................ 156 CAPITALISATION STATEMENT ................................................................................................................................... 279 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

............................................................................................................................................................................................ 280 FINANCIAL INDEBTEDNESS ......................................................................................................................................... 331

SECTION VI: LEGAL AND OTHER INFORMATION ---------------------------------------------------------------------------------------- 341

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ........................................................... 341 GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 344 OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 347

SECTION VII – ISSUE RELATED INFORMATION ------------------------------------------------------------------------------------------- 362

ISSUE STRUCTURE ......................................................................................................................................................... 362 TERMS OF THE ISSUE ..................................................................................................................................................... 366 ISSUE PROCEDURE ......................................................................................................................................................... 371 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................... 389

SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION ------------- 390

SECTION IX – OTHER INFORMATION ---------------------------------------------------------------------------------------------------------- 402

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 402

DECLARATION ------------------------------------------------------------------------------------------------------------------------------------------ 405

2

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or

implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline

or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-

enacted from time to time.

The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable,

the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the

Depositories Act or the rules and regulations made there under.

Notwithstanding the foregoing, terms used in “Statement of Special Tax Benefits”, “Industry Overview”, “Key

Regulations and Policies”, “Financial Statements”, “Outstanding Litigation and Other Material

Developments”, and “Description of Equity Shares and Terms of the Articles of Association” on pages 87, 90,

123, 156, 341 and 390 respectively, shall have the meaning ascribed to such terms in such sections.

General Terms

Term Description

“IRFC”, “our Company”, the

“Company”, the “Issuer”, “we”,

“us” or “our”

Indian Railway Finance Corporation Limited, a company incorporated under the

Companies Act, 1956, having its registered office at UG-Floor, East Tower, NBCC

Place, Bisham Pitamah Marg, Pragati Vihar, Lodhi Road, New Delhi – 110003

Company Related Terms

Term Description

Articles of Association/ Articles /

AoA

The articles of association of our Company, as amended

Asset Liability Management

Committee

The asset liability management committee of the Board of Directors as described in

“Our Management” on page 132

Audit Committee The audit committee of the Board of Directors as described in “Our Management” on

page 132

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

Chairman and Managing Director The Chairman and Managing Director of our Board

Company Secretary and

Compliance Officer

The company secretary and compliance officer of our Company

CPSE Capital Restructuring

Guidelines

An Office Memorandum bearing F. No. 5/2/2016-Policy dated May 27, 2016, issued by

DIPAM on “Guidelines on Capital Restructuring of Central Public Sector Enterprises”

CSR Committee The corporate social responsibility committee of the Board of Directors as described in


Director (Finance) and Chief

Financial Officer

The Director (Finance) and Chief Financial Officer of our Company

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

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

Erstwhile Statutory Auditors The erstwhile statutory auditors of our Company, namely M/s SPMG & Co. Chartered

Accountants

Independent Director(s) The independent Director(s) on our Board

IPO Committee The initial public offering committee of the Board of Directors, comprising of (a) our

Chairman and Managing Director; and (b) our Director (Finance) and Chief Financial

Officer, constituted pursuant to a resolution of the Board dated August 29, 2017

Key Managerial Personnel / KMP Key managerial personnel of our Company in terms of Section 2(51) the Companies

Act, 2013 and Regulation 2(1)(bb) of the SEBI ICDR Regulations and as disclosed in


Memorandum of Association/

Memorandum/ MoA

The memorandum of association of our Company, as amended

3

Term Description

Nomination and Remuneration

Committee

The nomination and remuneration committee of the Board, as described in “Our

Management” on page 132

Other PSU Entities CPSE entities under the administrative control of MoR

Project Assets Project assets includes railway infrastructure assets and national projects of the GoI

Promoter / President / President of

India/Selling Shareholder

The promoter of our Company, the President of India, acting through the MoR, which

is also offering up to 594,023,000 Equity Shares, aggregating to `15,444.60 million, in its capacity as the Selling Shareholder

Registered Office / Registered and

Corporate Office

The registered office of our Company, located at UG-Floor, East Tower, NBCC Place,

Bisham Pitamah Marg, Pragati Vihar, Lodhi Road, New Delhi – 110 003

Restated Financial Statements The restated statement of assets and liabilities as at September 30, 2020, September 30,

2019 and March 31, 2020, March 31, 2019 and March 31, 2018 and the restated

statement of profit and loss (including other comprehensive income), restated cash flow

statement and the restated Statement of changes in equity for the six months period

ended September 30, 2020, September 30, 2019 and for the years ended March 31,

2020, March 31, 2019 and March 31, 2018 of our Company together with the statement

of significant accounting policies, and other explanatory information thereon

(collectively, the “Restated Financial Statements”) have been prepared under Indian

Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting

Standards) Rules, 2015, as amended, read with Section 133 of the Companies Act,

2013. The Restated Financial Statements have been derived from our audited financial

statements as at and for the six months period ended September 30, 2020 and

September 30, 2019, prepared in accordance with Ind AS – 34, and as at and for the

year ended March 31, 2020 prepared in accordance with the Ind AS, read with the

Companies (Indian Accounting Standards) Rules, 2015, March 31, 2019 prepared in

accordance with the Ind AS, read with the Companies (Indian Accounting Standards)

Rules, 2015 (the comparative information for the year ended March 31, 2018 included

in such financial statements have been prepared by making Ind AS adjustments to the

audited financial statements of our Company as at and for the year ended March 31,

2018, prepared in accordance with previous GAAP and read together with paragraph 7

of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards)

Amendment Rules, 2016), and restated in accordance with the SEBI ICDR Regulations

and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued

by ICAI and the circular no. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016

issued by SEBI.

Risk Management Committee The risk management committee of the Board, as described in “Our Management” on

page 132

RoC/Registrar of Companies The Registrar of Companies, National Capital Territory of Delhi & Haryana at New

Delhi

Rolling Stock Assets Rolling stock assets includes both powered and unpowered vehicles, for example

locomotives, coaches, wagons, trucks, flats, electric multiple units, containers, cranes,

trollies of all kinds and other items of rolling stock components as enumerated in the

Standard Lease Agreement

Shareholders Shareholders of our Company

Stakeholders’ Relationship

Committee

The stakeholders’ relationship committee of the Board, as described in “Our

Management” on page 132

Standard Lease Agreement The annual lease agreement entered between our Company and the MoR for lease of Rolling

Stock Assets

Statutory Auditors/ Auditors The present statutory auditors of our Company, namely, M/s K B D S & Co., Chartered

Accountants

Issue Related Terms

Term Description

Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of

registration of the Bid cum Application Form

Addendum to the DRHP The addendum to DRHP dated October 23, 2020, filed in relation to the Issue

Addendum to the RHP The addendum to RHP dated January 17, 2021, filed with the RoC in relation to the

Issue.

4

Term Description

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

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

the Offer for Sale, to the successful Bidders

Allotment Advice Note, advice or intimation of Allotment sent to each of the successful Bidders who have

been or are to be Allotted the Equity Shares after the Basis of Allotment has been

approved by the Designated Stock Exchange

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor A Qualified Institutional Buyer who applied under the Anchor Investor Portion in

accordance with the requirements specified in the SEBI ICDR Regulations and the Red

Herring Prospectus and who has Bid for an amount of at least ₹100 million

Anchor Investor Allocation Price ₹26.00 per Equity Share, being the price at which Equity Shares were allocated to

Anchor Investors in terms of the Red Herring Prospectus and this Prospectus, which was

decided by our Company and the Selling Shareholder, in consultation with the BRLMs

during the Anchor Investor Bid/Issue Period

Anchor Investor Application

Form

Application form which was used by an Anchor Investor to make a Bid in the Anchor

Investor Portion and which was considered as an application for Allotment in terms of

the Red Herring Prospectus and this Prospectus

Anchor Investor Bid/Issue Period One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor

Investors were submitted and allocation to Anchor Investors was completed, being

Friday, January 15, 2021

Anchor Investor Issue Price ₹26.00 per Equity Share, being the final price at which the Equity Shares will be

Allotted to Anchor Investors in terms of the Red Herring Prospectus and this Prospectus

Anchor Investor Portion 60% of the QIB Portion, comprising of 534,563,007* Equity Shares which was allocated

by our Company and the Selling Shareholder in consultation with the BRLMs, to

Anchor Investors on a discretionary basis in accordance with the SEBI ICDR

Regulations

One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds in

accordance with the SEBI ICDR Regulations

*Subject to finalisation of Basis of Allotment

Application Supported by

Blocked Amount or ASBA

An application, whether physical or electronic, used by an ASBA Bidder, to make a Bid

and authorize a SCSB to block the Bid Amount in the ASBA Account, including

amounts blocked by the SCSB upon acceptance of UPI Mandate Request by RIBs using

the UPI Mechanism

ASBA Account A bank account maintained with an SCSB which was blocked by such SCSB or the

account of the RIBs blocked upon acceptance of UPI Mandate Request by the RIBs

using the UPI Mechanism to the extent of the Bid Amount of the ASBA Bidder

ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto as

permitted under the SEBI ICDR Regulations

ASBA Bidder Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and

the Bid cum Application Form, other than an Anchor Investor

ASBA Form An application form, whether physical or electronic, used by an ASBA Bidder and

which was considered as an application for Allotment in terms of the Red Herring

Prospectus and this Prospectus

Banker(s) to the Issue Collectively, Escrow Collection Bank(s) Refund Bank(s), Public Issue Account Bank(s)

and Sponsor Bank(s)

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

Issue and which is described in “Issue Procedure” on page 371

Bid Indication to make an offer during the Bid/ Issue Period by an ASBA Bidder pursuant to

submission of the ASBA Form, or during the Anchor Investor Bid/Issue Period by an

Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to

subscribe to or purchase the Equity Shares at a price within the Price Band, including all

revisions and modifications thereto as permitted under the SEBI ICDR Regulations and

in terms of the Red Herring Prospectus and the Bid cum Application Form

The term “Bidding” shall be construed accordingly

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

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

submission of the Bid in the Issue

5

Term Description

Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires

Bid Lot 575 Equity Shares and in multiples of 575 Equity Shares thereafter

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

the Designated Intermediaries did not accept any Bids, being Wednesday, January 20,

2021, which was published in English national daily newspaper Financial Express and

Hindi national daily newspaper Jansatta, Hindi also being the regional language of New

Delhi, where our Registered Office is located, each with wide circulation.

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

Designated Intermediaries started accepting Bids for the Issue, being Monday, January

18, 2021

Bid/Issue Period Except in relation to any Bids received from the Anchor Investors, the period between

the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days,

during which prospective Bidders could submit their Bids, including any revisions

thereof, in accordance with the SEBI ICDR Regulations, which comprised of Working

Days only

Bidder Any investor who made 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

Bidding Centers Centers at which the Designated Intermediaries accepted the Bid cum Application

Forms, i.e., Designated SCSB Branch for SCSBs, Specified Locations for Syndicate,

Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and

Designated CDP Locations for CDPs

Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR

Regulations, in terms of which the Issue is being made

Book Running Lead

Managers/BRLMs

The book running lead managers to the Issue, in this case being, DAM Capital Advisors

Limited (formerly known as IDFC Securities Limited), HSBC Securities and Capital

Markets (India) Private Limited, ICICI Securities Limited and SBI Capital Markets

Limited

Broker Centres Broker centres notified by the Stock Exchanges where Bidders submitted the ASBA

Forms to a Registered Broker

The details of such Broker Centres, along with the names and contact details of the

Registered Brokers are available on the respective websites of the Stock Exchanges

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

CAN / Confirmation of Allocation

Note

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

have been allocated the Equity Shares, after the Anchor Investor Bid/ Issue Period

Cap Price Higher end of the Price Band, being ₹26.00 per Equity Share

Client ID Client identification number maintained with one of the Depositories in relation to the

demat account

Collecting Depository Participant

or CDP

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

SEBI and who was eligible to procure Bids at the Designated CDP Locations in terms of

circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by

SEBI

Cut-off Price Issue Price of ₹26.00 per Equity Share, finalised by our Company and the Selling

Shareholder, in consultation with the BRLMs

Only Retail Individual Bidders and the Eligible Employees Bidding in the Retail Portion

and Employee Reservation Portion, respectively were entitled to Bid at the Cut-off

Price. QIBs (including Anchor Investors) and Non-Institutional Bidders were not

entitled to Bid at the Cut-off Price

DAM Capital DAM Capital Advisors Limited (formerly known as IDFC Securities Limited)

Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s

father/husband, investor status, occupation, bank account details and UPI ID, where

applicable

Designated CDP Locations Such locations of the CDPs where ASBA Bidders could submit the ASBA Forms, a list

of which, along with names and contact details of the Collecting Depository Participants

eligible to accept ASBA Forms are available on the websites of the respective Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Designated Date The date on which relevant amounts are transferred from the ASBA Accounts to the

http://www.nseindia.com/

6

Term Description

Public Issue Account, and the instructions are issued to the SCSBs (in case of RIBs

using UPI Mechanism, instruction issued through the Sponsor Bank) for the transfer of

amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue Account and

excess amounts, if any lying to the credit of the Public Issue Account after finalisation

of the Basis of Allotment, shall be transferred to the Refund Account, as the case may

be, in terms of the Red Herring Prospectus and this Prospectus, following which Equity

Shares will be Allotted in the Issue

Designated Intermediaries In relation to ASBA Forms submitted by RIBs (not using the UPI Mechanism)

authorizing an SCSB to block the Bid Amount in the ASBA Account, Designated

Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by RIBs (Bidding using the UPI Mechanism)

where the Bid Amount was blocked upon acceptance of UPI Mandate Request by such

RIB using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-

syndicate, Registered Brokers, CDPs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Investors,

Designated Intermediaries shall mean SCSBs, Syndicate, sub-syndicate, Registered

Brokers, CDPs and RTAs.

Designated RTA Locations Such locations of the RTAs where Bidders could submit the ASBA Forms to RTAs. The

details of such Designated RTA Locations, along with names and contact details of the

RTAs eligible to accept ASBA Forms are available on the respective websites of the

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

time

Designated SCSB Branches Such branches of the SCSBs which collected 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 as updated

from time to time or at such other website as may be prescribed by SEBI from time to

time

Designated Stock Exchange NSE

DP ID Depository Participant’s identity number

Draft Red Herring Prospectus or

DRHP

The draft red herring prospectus dated January 16, 2020, read together with the

Addendum to the DRHP, and issued in accordance with the SEBI ICDR Regulations,

which did not contain complete particulars of the Issue, including the Issue Price at

which the Equity Shares will be Allotted and the size of the Issue and includes any

addenda or corrigenda thereto

Eligible Employee Permanent employees, working in India or outside India (excluding such employees who

were not eligible to invest in the Issue under applicable laws), of the Company, as on the

date of the filing of the RHP with the RoC and who continued to be a permanent

employee of our Company, until the submission of the Bid cum Application Form.

Directors, Key Managerial Personnel and other employees of our Company involved in

the Issue Price fixation process could not participate in the Issue (as per Model Conduct,

Discipline and Appeal Rules of CPSEs and Office memorandum of DPE dated June 16,

2009 and July 28, 2009) and did not constitute eligible employees for the purposes of

this Issue.

An employee of our Company who is recruited against a regular vacancy but is on

probation as on the date of submission of the ASBA Form will also be deemed a

“permanent employee” of our Company

Eligible NRI(s) NRI(s) eligible to invest under Schedule III and Schedule IV of the FEMA Rules, from

jurisdictions outside India where it is not unlawful to make an offer or invitation under

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

Prospectus constituted an invitation to subscribe or to purchase the Equity Shares

Employee Reservation Portion The portion of the Issue being 192,307* Equity Shares aggregating to `5.00 million, which was available for allocation to Eligible Employees, on a proportionate basis

The maximum Bid Amount under the Employee Reservation Portion by an Eligible

Employee could not exceed `500,000. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed `200,000. Only in the event of an under-subscription in the Employee Reservation Portion post the initial

allotment, such unsubscribed portion will be Allotted on a proportionate basis to Eligible

http://www.nseindia.com/

7

Term Description

Employees Bidding in the Employee Reservation Portion, for a value in excess of

`200,000, subject to the total Allotment to an Eligible Employee not exceeding `500,000 *Subject to finalisation of the Basis of Allotment

Escrow Account Accounts opened with the Escrow Collection Bank(s) and in whose favour the Anchor

Investors transferred money through NACH/direct credit/NEFT/RTGS in respect of the

Bid Amount when submitting a Bid

Escrow Collection Bank(s) Bank(s) which are clearing members and registered with SEBI as banker(s) to an issue

under the Securities and Exchange Board of India (Bankers to an Issue) Regulations,

1994 and with whom the Escrow Account was opened, in this case being Axis Bank

Limited

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

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

beneficiary account held in joint names

Floor Price Lower end of the Price Band, being `25.00 per Equity Share

Fresh Issue The fresh issue of 1,188,046,000* Equity Shares for cash at a price of `26.00 per Equity Share, aggregating to `30,889.20 million by our Company *Subject to finalisation of the Basis of Allotment

General Information

Document/GID

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

accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated

March 17, 2020 suitably modified and updated pursuant to, among others, the circular

(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 issued by SEBI. The

General Information Document shall be available on the websites of the Stock

Exchanges and the BRLMs

HSBC HSBC Securities and Capital Markets (India) Private Limited

ICICI Securities ICICI Securities Limited

Issue The initial public offering of 1,782,069,000* Equity Shares for cash at a price of `26.00 per Equity Share, aggregating to `46,333.79 million comprising the Fresh Issue and the Offer for Sale.

*Subject to finalisation of the Basis of Allotment

The Issue comprises, the Net Issue and the Employee Reservation Portion

Issue Agreement The agreement dated January 16, 2020 entered into between our Company, the Selling

Shareholder, and the BRLMs, pursuant to which certain arrangements are agreed to in

relation to the Issue

Issue Price `26.00 per Equity Share, being the final price at which the Equity Shares will be Allotted to Bidders in terms of the Red Herring Prospectus and this Prospectus. Equity

Shares will be Allotted to Anchor Investors at the Anchor Investor Issue Price in terms

of the Red Herring Prospectus and this Prospectus.

The Issue Price has been decided by our Company and the Selling Shareholder, in

consultation with the BRLMs, on the Pricing Date

Issue Proceeds The proceeds of the Fresh Issue and the Offer for Sale that will be available to our

Company and the Selling Shareholder, respectively

Maximum RIB Allottees The maximum number of Retail Individual Bidders who can be allotted the minimum

Bid Lot. This is computed by dividing the total number of Equity Shares available for

Allotment to Retail Individual Bidders by the minimum Bid Lot

Mutual Fund Portion 5% of the Net QIB Portion, or 17,818,767* Equity Shares which were available for

allocation to Mutual Funds only on a proportionate basis


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

(Mutual Funds) Regulations, 1996

Net Issue The Issue less the Employee Reservation Portion being 1,781,876,693* Equity Shares

aggregating to `46,328.79 million *Subject to finalisation of Basis of Allotment

Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Issue expenses.

8

Term Description

For details about use of the Net Proceeds and the Issue expenses, see “Objects of the

Issue” on page 79

Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors,

being 356,375,339* Equity Shares


Non-Institutional Bidders/Non-

Institutional Investors

All Bidders that are not QIBs or, Retail Individual Bidders or Eligible Employees

Bidding in the Retail Portion or Employee Reservation Portion, respectively, and who

have Bid for the Equity Shares for an amount more than `200,000 (but not including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Issue being not less than 15% of the Net Issue comprising

267,281,504* Equity Shares which was available for allocation on a proportionate basis

to Non-Institutional Bidders


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

Indian, FVCIs and FPIs

Offer for Sale Offer for sale of 594,023,000* Equity Shares, aggregating to `15,444.60 million by the Selling Shareholder at the Issue Price


Offered Shares 594,023,000* Equity Shares, offered by the Selling Shareholder, in the Issue


Price Band Price band of a minimum price of `25.00 per Equity Share (Floor Price) and the maximum price of `26.00 per Equity Share (Cap Price) including any revisions thereof.

The Price Band and the minimum Bid Lot size for the Issue was decided by our

Company and the Selling Shareholder, in consultation with the BRLMs, and was

advertised, at least two Working Days prior to the Bid/Issue Opening Date in all editions

of English national daily newspaper Financial Express and all editions of Hindi national

daily newspaper Jansatta, Hindi also being the regional language of New Delhi, where

our Registered Office is located, each with wide circulation

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

BRLMs finalised the Issue Price

Promoter’s Contribution In terms of Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20%

of the post-Issue Equity Share capital of our Company held by our Promoter which shall

be considered as Promoter’s contribution and locked in for a period of three years from

the date of Allotment

Prospectus This Prospectus dated January 22, 2021, to be filed with SEBI and the RoC in

accordance with Section 26 of the Companies Act, and the provisions of the SEBI ICDR

Regulations containing, inter alia, the Issue Price that is determined at the end of the

Book Building Process, the size of the Issue and certain other information including any

addenda or corrigenda thereto

Public Issue Account A bank account opened with the Bankers to the Issue by our Company under Section

40(3) of the Companies Act, to receive monies from the ASBA Accounts on the

Designated Date

Public Issue Account and Sponsor

Bank Agreement

The agreement dated December 9, 2020, as amended by the agreement dated January 11,

2021, entered into between our Company, the Selling Shareholder, the Registrar to the

Issue, the Syndicate Members, the BRLMs and the Banker(s) to the Issue including the

Sponsor Bank in accordance with the UPI Circular, for the collection of the Bid

Amounts, transfer of funds to the Public Issue Account and where applicable, refunds of

the amounts collected from Bidders, on the terms and conditions thereof

Public Issue Account Bank The bank with whom the Public Issue Account for collection of Bid Amounts has been

opened, in this case being Axis Bank Limited

QIB Category/QIB Portion The portion of the Net Issue (including the Anchor Investor Portion) being not more

than 50% of the Net Issue comprising 890,938,346* Equity Shares which shall be

Allotted to QIBs (including Anchor Investors)


Qualified Institutional Buyers or

QIBs or QIB Bidders

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR

Regulations

Red Herring Prospectus or RHP The Red Herring Prospectus dated January 12, 2021, read together with the Addendum

9

Term Description

to the RHP, issued in accordance with Section 32 of the Companies Act and the

provisions of the SEBI ICDR Regulations, which did not have complete particulars,

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

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

of the Bid Amount to the Bidders shall be made

Refund Bank Banker(s) to the Issue with whom the Refund Account(s) has been opened and in this

case being Axis Bank Limited

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

than the Members of the Syndicate, who were eligible to procure Bids in terms of

circular no. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Registrar Agreement The agreement dated January 16, 2020 entered into between our Company, the Selling

Shareholder and the Registrar to the Issue in relation to the responsibilities and

obligations of the Registrar to the Issue pertaining to the Issue

Registrar and Share Transfer

Agents or RTAs

Registrar and share transfer agents registered with SEBI who were 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 and

available on the website of the Stock Exchanges at www.nseindia.com and

www.bseindia.com

Registrar to the Issue or Registrar KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited)

Retail Individual Bidder(s)/RIB(s) Individual Bidders, other than Eligible Employees Bidding in the Employee Reservation

Portion who have Bid for the Equity Shares for an amount not more than `200,000 in any of the bidding options in the Net Issue (including HUFs applying through their

Karta and Eligible NRIs)

Retail Portion The portion of the Net Issue being not less than 35% of the Net Issue consisting of

623,656,843* Equity Shares which was available for allocation to Retail Individual

Bidder(s) in accordance with the SEBI ICDR Regulations


Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid

Amount in any of their ASBA Forms or any previous Revision form(s).

QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower their

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

Individual Bidders and Eligible Employees Bidding in Employee Reservation Portion

could revise their Bids during the Bid Issue period and withdraw their Bids until the

Bid/Issue Closing Date

SBICAP SBI Capital Markets Limited

Self-Certified Syndicate Bank(s)

or SCSB(s)

The banks registered with SEBI, which offer the facility of ASBA services, (i) in

relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list

of which is available on the website of SEBI at

https:/www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3

4 and updated from time to time and at such other websites as may be prescribed by

SEBI from time to time, (ii) in relation to RIBs using the UPI Mechanism, a list of

which is available on the website of SEBI at

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=

40 or such other website as may be prescribed by SEBI and updated from time to time.

Applications through UPI in the Issue could be made only through the SCSBs mobile

applications (apps) whose name appears on the SEBI website. A list of SCSBs and

mobile application, which, are live for applying in public issues using UPI Mechanism is

provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85

dated July 26, 2019. The said list shall be updated on SEBI website

Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely

KFin Technologies Private Limited

Share Escrow Agreement The agreement dated December 9, 2020, entered into among our Company, the Selling

Shareholder and the Share Escrow Agent in connection with the transfer of the Offered

Shares by the Selling Shareholder and credit of such Offered Shares to the demat

account of the Allottees

Specified Locations Bidding centres where the Syndicate accepted ASBA Forms, a list of which is available

on the website of SEBI at

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Registered-Intermediaries.html and

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40http://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899.html

10

Term Description

updated from time to time

Sponsor Bank ICICI Bank Limited, being a Banker to the Issue registered with SEBI, appointed by our

Company to act as a conduit between the Stock Exchanges and NPCI in order to push

the mandate collect requests and / or payment instructions of the RIBs using the UPI

Mechanism, in terms of the UPI Circulars

Stock Exchanges BSE and NSE

Syndicate Agreement The agreement dated December 9, 2020, as amended by the agreement dated January 11,

2021, entered into between the BRLMs, the Syndicate Members, our Company and the

Selling Shareholder, in relation to the collection of Bid cum Application Forms by

Syndicate Members

Syndicate Members Intermediaries registered with SEBI who were permitted to accept bids, applications and

place orders with respect to the Issue, and to carry out activities as an underwriter, in this

case being Investec Capital Services (India) Private Limited, Sharekhan Limited and

SBICAP Securities Limited

Syndicate or Members of the

Syndicate

The BRLMs and the Syndicate Members

Systemically Important Non-

Banking Financial Company

Systemically important non-banking financial company as defined under Regulation

2(1)(iii) of the SEBI ICDR Regulations

Underwriters DAM Capital Advisors Limited (formerly known as IDFC Securities Limited), HSBC

Securities and Capital Markets (India) Private Limited, ICICI Securities Limited, SBI

Capital Markets Limited, Investec Capital Services (India) Private Limited, Sharekhan

Limited and SBICAP Securities Limited

Underwriting Agreement The agreement dated January 21, 2021, entered into among the Underwriters, our

Company, the Selling Shareholder and the Registrar to the Issue

UPI Unified Payments Interface

UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,

SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI

circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.

SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.

SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,

SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 and any subsequent

circulars or notifications issued by SEBI in this regard

UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment

system developed by NPCI

UPI Mandate Request A request (intimating the RIB by way of a notification on the UPI application and by

way of a SMS for directing the RIB to such UPI mobile application) to the RIB initiated

by the Sponsor Bank to authorise blocking of funds on the UPI application equivalent to

Bid Amount and subsequent debit of funds in case of Allotment

UPI Mechanism Process for applications by RIBs submitted with intermediaries with UPI as mode of

payment, in terms of the UPI Circulars

Working Day Any day, other than Saturdays and Sundays and public holidays, on which commercial

banks in India are open for business, provided, however, however, with reference to (i)

announcement of Price Band; and (ii) Bid / Issue Period, “Working Day” shall mean any

day, excluding all Saturdays, Sundays and public holidays, on which commercial banks

in India are open for business; and for the purpose of the time period between the

Bid/Issue Opening Date and the listing of the Equity Shares on the Stock Exchanges,

“Working Days” shall mean all trading days excluding Sundays and bank holidays in

India in accordance with circulars issued by SEBI from time to time

11

Conventional and General Terms or Abbreviations

Term Description

`/Rs./ Rupees/ Indian Rupees The lawful currency of India AGM Annual General Meeting

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

Regulations

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

BSE BSE Limited

Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI

AIF Regulations

Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI

Regulations

Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI

AIF Regulations

Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI

Regulations

Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI

AIF Regulations

CDSL Central Depository Services (India) Limited

Companies Act / Companies

Act, 2013

Companies Act, 2013, along with the relevant rules, clarifications and modifications

made thereunder

CPSE Central Public Sector Enterprise

CRAR Capital to Risk Assets Ratio

CSR Corporate Social Responsibility

Depositories Act Depositories Act, 1996

Depository(ies) CDSL and NSDL

DIN Director Identification Number

DIPAM Department of Investment and Public Asset Management, GoI

DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996

DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and

Industry, Government of India (earlier known as the Department of Industrial Policy and

Promotion)

DRT Debts Recovery Tribunals

DTL Circulars Circular S.O. 529 (E) dated February 5, 2018 and subsequent circular dated April 2,

2018

EGM Extra-Ordinary General Meeting

FCNR Foreign Currency Non-Resident

FDI Foreign Direct Investment

FDI Policy Consolidated FDI Policy, issued by the Department of Industrial Policy and Promotion,

Ministry of Commerce and Industry, Government of India, dated October 15, 2020

FEMA Foreign Exchange Management Act, 1999

FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019

Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year

FPI Foreign Portfolio Investor (as defined under SEBI (Foreign Portfolio Investor)

Regulations, 2019

FVCI(s) Foreign Venture Capital Investor(s)

GDP Gross Domestic Product

GoI or Government Government of India

HUF Hindu Undivided Family

ICAI Institute of Chartered Accountants of India

IFC Infrastructure Finance Company

IFRS International Financial Reporting Standards

Income Tax Act/IT Act Income Tax Act, 1961

Ind-AS The Indian Accounting Standards

Ind-AS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended

India Republic of India

Indian GAAP Generally accepted accounting principles followed in India

IRDAI Statutory body constituted under the Insurance Regulatory and Development Authority Act,

1999

IRR Internal rate of return

12

Term Description

IST Indian Standard Time

JPY/ Yen Japanese Yen, the official currency of Japan

LIBOR London Inter-Bank Offer Rate

LIC Life Insurance Corporation of India

MCA Ministry of Corporate Affairs, GoI

MF/ Mutual Funds Mutual Fund(s) registered under the SEBI (Mutual Fund) Regulations, 1996

MIS Management Information Systems

MoF Ministry of Finance, GoI

MoR Ministry of Railways, GoI

MoU Memorandum of Understanding

NBFC Non-Banking Financial Company, as defined under applicable RBI guidelines

NBFC-IFC Non-Banking Financial Infrastructure Finance Company, as defined under the

applicable RBI guidelines

NBFC-ND-AFC Non-deposit taking Non-Banking Financial Asset Finance Company, as defined under

applicable RBI guidelines

NBFC-ND-IFC Non-deposit taking NBFC, classified under the category of an “Infrastructure Finance

Company”, as defined under applicable RBI guidelines

NBFC-ND-SI Directions Master Direction – Non Banking Financial Company – Systemically Important Non-

Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016

NCD Non-Convertible Debenture

NEFT National Electronic Fund Transfer

NPCI National Payments Corporation of India

NR Non-Resident

NRE Non-Resident External Account

NRI Non-Resident Indian

NRO Non-Resident Ordinary Account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB Overseas Corporate Body

OCI Overseas Citizen of India

p.a. Per annum

PAN Permanent Account Number

PIO Person of Indian Origin

Public Financial Institution Public Financial Institution, as defined under sub-Section 72 of Section 2 of the

Companies Act, 2013

RBI Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934

Regulation S Regulation S under the Securities Act

RTI Right to Information, in terms of the Right to Information Act, 2005

Rule 144A Rule 144A under the Securities Act

SCRA The Securities Contracts (Regulation) Act, 1956

SCRR The Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India

SEBI (FPI) Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations

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

2012

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

SEBI Debt Regulations

Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008

SEBI ICDR Regulations

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

Regulations, 2018

SEBI Listing Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015

SEBI Takeover Regulations

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

Takeovers) Regulations, 2011

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996

Securities Act United States Securities Act of 1933

STRPP Separately Transferable Redeemable Principal Parts

Trade Marks Act Trade Marks Act, 1999

U.S. QIB “Qualified institutional buyers” as defined in Rule 144A under the Securities Act. For

the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional

investor defined under applicable Indian regulations and referred to in this Prospectus as

13

Term Description

“QIBs”

Venture Capital Funds or VCFs Venture Capital Funds (as defined under the Securities and Exchange Board of India

(Venture Capital Funds) Regulations, 1996) registered with SEBI

Industry/Business Related Terms, Definitions and Abbreviations

Term Description

Adjusted Finance Costs Adjusted Finance Costs represents the sum of interest on debt securities, interest on

borrowings, discount on commercial paper, interest on delayed payments to the MoR,

interest to income tax authorities, and other borrowing costs including bond issue

expenses and expenses on loans and bond/loan syndication servicing expenses in the

relevant year/ period without reducing the capitalized finance cost on advances for

funding Project Assets pending commencement of lease in the relevant year/ period

AUM/Assets Under Management AUM represents sum of total lease receivables, loans to Other PSU Entities and

advances against leasing of Project Assets.

Average Debt Average Debt represents the average of our Company’s total debt as of the last day of

the relevant year/ period and our Company’s total debt as of the last day of the

immediately preceding year/ period

CAR Capital adequacy ratio

Cost of Borrowings Cost of Borrowings represents the ratio of Adjusted Finance Costs to the Average Debt

in the relevant year/ period

DEMU Diesel electric multiple units

DFC Dedicated Freight Corridors

DFCCIL Dedicated Freight Corridor Corporation of India

DHMU Diesel hydraulic multiple unit

DPE Department of Public Enterprises, GoI

ECBs External commercial borrowings

EMTN Euro Medium Term Note

EMU Electric multiple unit

HSR High Speed Railway

Indian Railways Department of the GoI, under administration of the MoR

IRCON IRCON International Limited

LCR Liquidity Coverage Ratio

LIC Life Insurance Corporation of India

NPAs Non-performing assets

Public private partnership Public private partnership

RSSK Rashtriya Rail Sanraksha Kosh

RVNL Rail Vikas Nigam Limited

14

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Prospectus to “India” are to the Republic of India and all references to the “U.S.”, “U.S.A”

or “United States” are to the United States of America. All references to the “Government”, “Indian

Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central

or state, as applicable.

Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time.

Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this

Prospectus.

Financial Data

Unless otherwise indicated or the context otherwise requires, the financial information and financial ratios in

this Prospectus have been derived from our Restated Financial Statements. For details, see “Financial

Statements” on page 156.

Our Company’s Financial Year commences on April 1 and ends on March 31 of the following 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 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.

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

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

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

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

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

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

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

The Restated Financial Statements have been derived from our audited financial statements as at and for the six

months period ended September 30, 2020 and September 30, 2019, prepared in accordance with Ind AS – 34,

and as at and for the year ended March 31, 2020 prepared in accordance with the Ind AS, read with the

Companies (Indian Accounting Standards) Rules, 2015, March 31, 2019 prepared in accordance with the Ind

AS, read with the Companies (Indian Accounting Standards) Rules, 2015 (the comparative information for the

year ended March 31, 2018 included in such financial statements have been prepared by making Ind AS

adjustments to the audited financial statements of our Company as at and for the year ended March 31, 2018,

prepared in accordance with previous GAAP and read together with paragraph 7 of the Companies (Accounts)

Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016), and restated in accordance with

the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)”

issued by ICAI and the circular no. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 issued by SEBI.

Ind AS differs from accounting principles with which prospective investors may be familiar in other countries,

including IFRS and US GAAP, and the reconciliation of the financial information to other accounting principles

has not been provided. Our Company has not attempted to explain those differences or quantify their impact on

the financial data included in this Prospectus, and investors should consult their own advisors regarding such

differences and their impact on our Company’s financial data. The degree to which the financial information

included in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of

familiarity with Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR

Regulations. Any reliance by persons not familiar with Ind AS, the Companies Act, the SEBI ICDR Regulations

and practices on the financial disclosures presented in this Prospectus should accordingly be limited.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Industry

Overview” “Our Business”, “Management’s Discussion and Analysis of Financial Conditions and Results of

Operations” on pages 24, 90, 105 and 280 respectively, and elsewhere in this Prospectus, have been calculated

on the basis of the Restated Financial Statements.

15

Currency and Units of Presentation

All references to:

• “Rupees” or “`” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;

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

• “JPY” or “¥” are to Japanese Yen, the official currency of Japan.

Our Company has presented certain numerical information in this Prospectus in “million” units. One million

represents 1,000,000 and one billion represents 1,000,000,000.

Exchange Rates

This Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been

presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a

representation that these currency amounts could have been, or can be converted into Indian Rupees, at any

particular rate.

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

the Rupee and other currencies:

(Amount in `, unless otherwise specified)

Currency As on September 30,

2020

As on March 31, 2020 As on March 31,

2019* As on March 31, 2018*

1 US$ 73.80 75.39 69.17 65.04

100 JPY¥ 69.91 69.65 62.52 61.54

(Source: www.rbi.org.in and www.fbil.org.in)

* In the event that the relevant period of any of the respective years is a public holiday, the previous calendar day not being a public holiday has been considered.

Industry and Market Data

Unless stated otherwise or the context otherwise requires, industry data used in this section has been obtained or

derived from publicly available information as well as industry publications and sources, including from various

government publications and websites. Further, certain industry related data in this Prospectus has been

procured from the MoR, vide its letters dated September 28, 2020 and December 7, 2020.

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. Although we believe the industry and

market data used in this Prospectus is reliable, it has not been independently verified by us or the BRLMs or any

of their respective affiliates or advisors. The data used in these sources may have been reclassified by us for the

purposes of presentation. Data from these sources may also not be comparable. Such data involves risks,

uncertainties and numerous assumptions and is subject to change based on various factors, including those

discussed in “Risk Factors” on page 24. Accordingly, investment decisions should not be based solely on such

information.

The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s

familiarity with and understanding of the methodologies used in compiling such data. There are no standard data

gathering methodologies in the industry in which the business of our Company is conducted, and methodologies

and assumptions may vary widely among different industry sources.

http://www.rbi.org.in/

16

NOTICE TO PROSPECTIVE INVESTORS

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory

authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy

of this Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal

offence in the United States. In making an investment decision, investors must rely on their own examination of

our Company and the terms of the Issue, including the merits and risks involved. The Equity Shares have not

been and will not be registered under the Securities Act or any other applicable law of the United States and,

unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from,

or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state

securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to

persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A and referred to in

this Prospectus as “U.S. QIBs”. For the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of

institutional investor defined under applicable Indian regulations and referred to in this Prospectus as “QIBs”) in

transactions exempt from, or not subject to, the registration requirements of the Securities Act, and (ii) outside

the United States in offshore transactions in reliance on Regulation S and pursuant to the applicable laws of the

jurisdictions where those offers and sales are made.

Notice to Prospective Investors in the European Economic Area

This Prospectus has been prepared on the basis that all offers of Equity Shares will be made pursuant to an

exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area

(“EEA”), from the requirement to produce a prospectus for offers of Equity Shares. The expression “Prospectus

Directive” means Directive 2003/71/EC of the European Parliament and Council EC (and amendments thereto,

including the 2010 PD Amending Directive and Prospectus Regulations (EU) 2017/1129, to the extent

applicable and to the extent implemented in the Relevant Member State (as defined below)) and includes any

relevant implementing measure in each Member State that has implemented the Prospectus Directive (each a

“Relevant Member State”). Accordingly, any person making or intending to make an offer within the EEA of

Equity Shares which are the subject of the placement contemplated in this Prospectus should only do so in

circumstances in which no obligation arises for our Company or any of the BRLMs to produce a prospectus for

such offer. None of our Company or the BRLMs have authorized, nor do they authorize, the making of any offer

of Equity Shares through any financial intermediary, other than the offers made by the BRLMs which constitute

the final placement of Equity Shares contemplated in this Prospectus.

Information to Distributors (as defined below)

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU

on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated

Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID

II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or

otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may

otherwise have with respect thereto, the Equity Shares have been subject to a product approval process, which

has determined that such Equity Shares are: (i) compatible with an end target market of retail investors and

investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;

and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target

Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the

MiFID II Product Governance Requirements) (“Distributors”) should note that: the price of the Equity Shares

may decline and investors could lose all or part of their investment; the Equity Shares offer no guaranteed

income and no capital protection; and an investment in the Equity Shares is compatible only with investors who

do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate

financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have

sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is

without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the

Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of

suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of

investors to invest in, or purchase, or take any other action whatsoever with respect to the Equity Shares. Each

Distributor is responsible for undertaking its own target market assessment in respect of the Equity Shares and

determining appropriate distribution channels.

17

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can

be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,

“objective”, “plan”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar import.

Similarly, statements that describe our strategies, objectives, plans, prospects or goals are also forward-looking

statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that

could cause actual results to differ materially from those contemplated by the relevant forward-looking

statement.

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

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

to the industries in India in which our Company operates and our ability to respond to them, our ability to

successfully implement our strategy, our growth and expansion, technological changes, our exposure to market

risks, general economic and political conditions in India which have an impact on its business activities or

investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest

rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in

India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries

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

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

• Loss of or reduction in business from the Indian Railways, any direct borrowing by the Indian Railways or introduction of any new avenues of funding by the MoR;

• Any slowdown in the growth of Indian Railways;

• Any disruption in our funding sources or any inability to raise funds at a low cost;

• Non-availability of funding from the Life Insurance Corporation of India;

• In the event the interest margin on the Rolling Stock Assets funded by our Company is not favourable;

• Mismatch in the tenor of our leases and borrowings may lead to reinvestment and liquidity risk;

• Uncertainty of the continuing impact of the COVID-19 pandemic on our business and operations;

• Any adverse change in the terms of the Standard Lease Agreement entered into by us with the MoR; and

• Any downgrade in our credit ratings or India’s debt rating.

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

Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” on pages 24, 105 and 280, respectively. By their nature, certain market risk disclosures are only

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

losses could materially differ from those that have been estimated.

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

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

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

Forward-looking statements reflect the current views of our Company as on the date of this Prospectus and are

not a guarantee of future performance. These statements are based on the management’s beliefs and

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

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

be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our

Company, our Directors, the Selling Shareholder, the BRLMs nor any of their respective affiliates have any

obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or

to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with SEBI requirements, our Company, the Selling Shareholder and the BRLMs shall severally

ensure that Bidders in India are informed of material developments from the date of this Prospectus in relation

to the statements and undertakings made by them in this Prospectus until the time of the grant of listing and

18

trading permission by the Stock Exchanges for this Issue. The Selling Shareholder shall ensure that it will keep

our Company and the BRLMs informed of all material developments pertaining to the Equity Shares under the

Issue and itself, as Selling Shareholder from the date of this Prospectus until receipt of final listing and trading

approvals by the Stock Exchanges for this Issue, that may be material from the context of the Issue.

19

SUMMARY OF THIS OFFER DOCUMENT

The following is a general summary of the terms of the Issue. This section should be read in conjunction with,

and is qualified in its entirety by, the more detailed information appearing elsewhere in this Prospectus,

including the sections entitled “Risk Factors”, “Objects of the Issue”, “Our Business”, “The Issue”, “Industry

Overview”, “Financial Statements”, and “Issue Procedure” on pages 24, 79, 105, 52, 90,