3i Infotech Limited

256 Pages·2012·1.81 MB·English

OfferingCirculardatedMarch22,2012
3i Infotech Limited
(IncorporatedwithlimitedliabilityunderthelawsoftheRepublicofIndia)
Up to U.S.$ 130,000,000 5% Convertible Bonds due 2017
Convertible into Ordinary Shares of 3i Infotech Limited
The5% ConvertibleBonds due2017intheaggregateprincipalamount ofupto U.S.$130,000,000(the“Bonds”) will beissuedby3i Infotech
Limited(“3iInfotech”orthe“Issuer”).
TheBondswillbethedirect,unsecuredandunsubordinatedobligationsoftheIssuerandwillrankatleastparipassuinrightofpaymentwithall
otherunsecuredandunsubordinateddebtoftheIssuer. TheBondswillbearinterestattherateof 5%perannum.InterestontheBondswillbe
payablesemi-annuallyonApril25andOctober25ofeachyear,providedthatthefirstinterestpaymentwillrepresentafull12months'and22days
ofinterestandshallbemadeonApril25,2013andthefirstsemi-annualpaymentwhichwillrepresentafullsixmonths'ofinterestwillbemadeon
October25,2013.TheBondsareconvertibleattheoptionoftheholdersoftheBonds(the“Bondholders”)atanytimeonorafter15daysafterthe
dateofissuanceandpriortothecloseofbusinessonApril16,2017intofullypaidequityshareswithfullvotingrightswithaparvalueofRs.10
eachoftheIssuer(the“Shares”)ataninitialConversionPrice(asdefinedinthe“TermsandConditionsoftheBonds”)ofRs.16.50perSharewitha
fixedrateofexchangeonconversionofRs.50.7908=U.S.$1.00.TheConversionPriceissubjecttoadjustmentincertaincircumstancesdescribed
under“TermsandConditionsoftheBonds-Conversion.” OnMarch21,2012,theclosingpriceoftheSharesontheNationalStockExchange
Limited(the“NSE”)wasRs.16.50perShare.
On or anytime after April 26, 2014, the Issuer may mandatorily convert the Bonds in whole but not in part into Shares on the date fixed for
mandatoryconversion,providedthatnosuchmandatoryconversionmaybemadeunlesstheClosingPriceoftheShares(translatedintoU.S.dollars
atthePrevailingRate)foreachofthe45consecutiveTradingDayspriortothedateuponwhichnoticeofsuchmandatoryconversionisgiven,wasat
least130%oftheapplicableConversionPrice(translatedintoUSdollarsattheFixedExchangeRate). Ifatanytimetheaggregateprincipalamount
ofBondsoutstandingislessthan10%oftheaggregateprincipalamountoriginallyissuedofsuchBonds,theIssuershallhavetheoptiontoredeem
suchoutstandingBondsinwholebutnotinpartat100%oftheirprincipalamountplusaccruedandunpaidinterest(ifany)tothedatefixedforsuch
redemption.TheBondsmayalsoberedeemed,inwholeandnotinpart,atanytimeattheIssuer’soptionintheeventofcertainchangesrelatingto
taxationinIndia.Unlesspreviouslyconverted,redeemedorpurchasedandcancelled,theBondswillberedeemedonApril26,2017at100%oftheir
principalamountplusaccruedandunpaidinterest(ifany)tosuchdate.See“TermsandConditionsoftheBonds.”
Approvalin-principlehasbeenreceivedforthelistingoftheBondsontheSingaporeExchangeSecuritiesTradingLimited(the“SGX-ST”).The
SGX-ST assumesnoresponsibilityforthecorrectnessofanystatementsmade,opinionsexpressedorreportscontainedherein. Admissionofthe
BondstotheOfficialListoftheSGX-STisnottobetakenasanindicationofthemeritsoftheIssuerortheBonds.TheIssuerhasappliedforin-
principleapprovalstohavetheSharesissuableuponconversionoftheBondslistedontheNSEandtheBSELimited(the“BSE,”andtogetherwith
theNSE,the“IndianExchanges”).
ForadiscussionofcertainriskfactorsrelatingtotheBonds,see“RiskFactors.”
The Bonds will be represented initially by beneficial interests in global certificates (the“Global Certificate”) in registered form, which will be
depositedwithandregisteredinthenameofa nomineeof, thecommondepositaryforEuroclearBank S.A./N.V. (“Euroclear”)andClearstream
Banking, société anonyme (“Clearstream, Luxembourg”) on or about April 25, 2012 (the “Closing Date”) for the accounts of their respective
accountholders.
BeneficialinterestsintheGlobalCertificatewillbeshownon,andtransfersthereofwillbeeffectedonlythrough,records,maintainedbyEuroclear
andClearstream,Luxembourg. Exceptasdescribedinthesectionhereinentitled“GlobalCertificate,” certificatesforBondswill not beissuedin
exchangeforbeneficialinterestsintheGlobalCertificate.
Issue Price:100%
TheBondsandtheSharestobeissueduponconversionoftheBondshavenotbeenandwillnotberegisteredundertheU.S.SecuritiesActof1933,
asamended(the“SecuritiesAct”)and,maynotbeofferedorsoldwithintheUnitedStatesortoU.S.Persons,unlesstheBondsandsuchSharesare
registeredundertheSecuritiesActoranexemptionfromtherequirementsoftheSecuritiesActisavailable.TheBondsmaynotbeofferedorsold
directlyorindirectlyinIndiaorto,orfortheaccountorbenefitof,anyresidentofIndia.
AcopyofthisOfferingCircularwillbedeliveredtotheIndianExchanges,theReserveBankofIndiaandtheRegistrarofCompanies,Maharashtra,
forinformationpurposesonly.
DealerManager
DEUTSCHE BANK
The Issuer accepts full responsibility for the information contained in this Offering Circular and, having made all
reasonable enquiries, confirms that to the best of its knowledge and belief (i) this Offering Circular contains all
information with respect to the Issuer, its subsidiaries (together with the Issuer, the “Group”), the Bonds and the Shares
which is material in the context of the issue and offering of the Bonds; (ii) the statements contained in this Offering
Circular relating to the Issuer and the Group are in every material particular true and accurate and not misleading in any
material respects; (iii) the opinions and intentions expressed in this Offering Circular with regard to the Issuer and the
Group are honestly held, have been reached after due and careful consideration and are based on reasonable
assumptions; (iv) there are no other facts in relation to the Issuer, the Group, the Bonds or the Shares the omission of
which would, in the context of the issue and offering of the Bonds, make any statement in this Offering Circular
misleading in any material respect; and (v) all reasonable enquiries have been made by the Issuer to ascertain such facts
and to verify the accuracy of all such information and statements.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, Deutsche Bank AG,
Hong Kong Branch (the “Dealer Manager”), Deutsche Trustee Company Limited (the “Trustee”) or the Agents (as
defined herein) to subscribe for or purchase, any of the Bonds or Shares, and may not be used for the purpose of an
offer to, or a solicitation by, any person, in any jurisdiction in which such offer or invitation would be unlawful. The
distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer and the Dealer Manager to
inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers
and sales of the Bonds and distribution of this Offering Circular, see “Subscription and Sale.”
None of the Dealer Manager, the Trustee or any of the Agents has separately verified the information contained in this
Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealer Manager, the Trustee or the Agents as to the accuracy or
completeness of the information contained in this Offering Circular or any other information supplied in connection
with the offering of the Bonds or the Shares to be issued upon conversion thereof. None of the Dealer Manager, the
Trustee or any of the Agents makes any recommendation as to whether Holders of Existing Bonds should participate in
the Exchange Offer. Each person receiving this Offering Circular acknowledges that such person has not relied on the
Dealer Manager, the Trustee or the Agents or on any person affiliated with the Dealer Manager, the Trustee or the
Agents in connection with its investigation of the accuracy of such information or its investment decision and each such
person must rely on its own examination of the Issuer, the Group and the terms of the offering, including the merits and
risks involved in investing in the Bonds.
No person is authorised to give any information or to make any representation not contained in this Offering Circular
and any information or representation not so contained must not be relied upon as having been authorised by or on
behalf of the Issuer, the Dealer Manager, the Trustee or the Agents. The delivery of this Offering Circular at any time
does not imply that the information contained in it is correct as at any time subsequent to its date.
Certain monetary amounts in this Offering Circular have been subject to rounding adjustments. Accordingly, figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Any market data and industry forecasts used throughout this Offering Circular have been obtained from market
research, publicly available information and industry publications. Industry publications generally state that the
information that they contain has been obtained from sources believed to be reliable but that the accuracy and
completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and market research,
while believed to be reliable, have not been independently verified, and none of the Issuer, the Dealer Manager, the
Trustee or the Agents makes any representation as to the accuracy of that information.
Prospective investors should consider the notification issued by the Indian Ministry of Finance, dated August 31, 2005,
pursuant to which certain entities that are not eligible to invest in India through the portfolio route and entities
prohibited by Securities and Exchange Board of India (“SEBI”) from buying, selling or dealing in securities shall not
be eligible to participate in a foreign currency convertible bond (“FCCB”) offering. Each purchaser of the Bonds is
deemed to have acknowledged, represented and agreed that they are eligible to invest in India under applicable law,
including the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt
Mechanism) Scheme, 1993 of India, as amended from time to time, and have not been prohibited by SEBI from buying,
selling or dealing in securities.
The information on the Issuer’s website or any website directly or indirectly linked to such website does not form part
of and is not incorporated by reference into this Offering Circular and you should not rely on it.
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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
Our Bonds and Shares may not be offered or sold to any person in the United Kingdom, other than to persons
whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom.
NOTICE TO PROSPECTIVE INVESTORS IN INDIA
The Dealer Manager has represented, warranted and agreed that this Offering Circular will not be registered as a
prospectus with the Registrar of Companies and that the Bonds will not be offered or sold in India, nor has it circulated
or distributed nor will it circulate or distribute this Offering Circular or any other offering document or material relating
to the Bonds, directly or indirectly, to the public or any members of the public in India.
CONVENTIONS
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to “Holders” or
“Bondholders” are to holders of the Bonds from time to time. In this Offering Circular, unless otherwise specified or
the context otherwise requires, all references to “India” are to the Republic of India and its territories and possessions,
and all references to the “U.S.” and “United States” are references to the United States of America and its territories
and possessions. In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
the “Indian Government” or the “Government” are to the government of India and to the “Companies Act” are to the
Companies Act, 1956 of India, as amended. For further definition of terms, see “Glossary” below.
PRESENTATION OF FINANCIAL INFORMATION
Financial Data
All historical financial information included in this Offering Circular is that of 3i Infotech and its consolidated
subsidiaries.
This Offering Circular includes the audited consolidated financial statements of 3i Infotech as of and for each of the
years ended March 31, 2009, 2010 and 2011, and audited consolidated financial statements for the nine months ended
December 31, 2010 and December 31, 2011 prepared in accordance with generally accepted accounting principles in
India (“Indian GAAP”) and the Companies Act. 3i Infotech’s fiscal year ends on March 31 and all references to a
particular fiscal year refer to the twelve months ending on March 31 of that year. The consolidated financial statements
of 3i Infotech as of and for the fiscal years ended March 31, 2009, 2010 and 2011 have been audited by R.G.N. Price &
Co. and Lodha & Co., independent auditors, as stated in their reports appearing in this Offering Circular.
The financial statements of 3i Infotech are presented in Indian Rupees and have been prepared in accordance with
Indian GAAP. There are significant differences between Indian GAAP and International Financial Reporting Standards
(“IFRS”); accordingly, the degree to which the Indian GAAP financial statements included in this Offering Circular
will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
practices, Indian GAAP and the Companies Act. Any reliance by persons not familiar with Indian accounting practices,
Indian GAAP and the Companies Act on the financial disclosures presented in this Offering Circular should
accordingly be limited. For a narrative discussion of certain differences between Indian GAAP and IFRS, as they relate
to us, see “Summary of Certain Differences between Indian GAAP and IFRS.” 3i Infotech has not attempted to
quantify the impact of these differences on the financial data included herein, and we urge you to consult your own
advisors regarding such differences and their impact on financial data.
Any percentage amounts, as set forth in “Risk Factors”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “Business”, and elsewhere in this Offering Circular, unless otherwise indicated,
have been calculated on the basis of the audited consolidated financial statements as of and for each of the years ended
March 31, 2009, 2010 and 2011, or the audited consolidated financial statements as of and for the nine months ended
December 31, 2010 and 2011, of 3i Infotech prepared in accordance with Indian GAAP and the Companies Act.
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Where information has been presented in crores, thousands, millions or billions of units, amounts may have been
rounded up or down. Totals of columns or rows in tables may not equal the sum of the individual items, and actual
numbers may differ from those contained in this Offering Circular due to rounding.
Pro Forma Financial Information
This Offering Circular includes unaudited pro forma condensed consolidated financial information of 3i Infotech.
These unaudited pro forma condensed consolidated financial statements have been derived by the application of pro
forma adjustments to 3i Infotech’s historical consolidated financial statements not included in this Offering Circular.
Such adjustments are based on available information and certain assumptions that management believes are reasonable.
Please see “Unaudited Pro Forma Condensed Consolidated Financial Information.” The unaudited pro forma
consolidated financial information should be read in conjunction with the information contained in “Selected Historical
Consolidated Financial Information and Other Data” and the consolidated financial statements of 3i Infotech and
related notes appearing elsewhere in this Offering Circular.
Non-Indian GAAP Financial Measures
EBITDA is a non-Indian GAAP financial measure commonly used by financial analysts in evaluating the financial
performance of companies. We believe that EBITDA may be useful for potential purchasers of the Bonds in assessing
our operating performance and our ability to meet our debt service requirements, fund capital expenditures and expand
our business. As there is no generally accepted method of calculating EBITDA, this term, as used herein, is not
necessarily comparable to similarly titled measures of other companies. EBITDA has limitations as an analytical tool
and should not be considered in isolation from, or as an alternative to, net profit, cash flows from operations or other
data prepared in accordance with Indian GAAP. Some of these limitations are:
 it does not reflect cash outlays for capital expenditures or contractual commitments;
 it does not reflect changes in, or cash requirements for, working capital;
 it does not reflect the interest expense, or the cash requirements necessary to service interest or principal
payments on indebtedness;
 it does not reflect income tax expense or the cash necessary to pay income taxes;
 although depreciation and amortization are non-cash charges, the assets being depreciated and amortised will
often have to be replaced in the future, and EBITDA does not reflect cash requirements for such replacements;
 it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of
our ongoing operations; and
 other companies, including companies in our industry, may calculate this measure differently than as
presented in this Offering Circular, limiting the usefulness of some measures for comparative measure.
Because of these limitations, EBITDA and the related ratios should not be considered as measures of discretionary cash
available to invest in business growth or to reduce indebtedness. We compensate for these limitations by relying
primarily on our Indian GAAP results using EBITDA only supplementally. For more information, see the financial
statements and related notes included elsewhere in this Offering Circular.
For presentation of net income as calculated under Indian GAAP and a reconciliation to our EBITDA, see “Selected
Historical Financial Information and Other Data.”
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CURRENCY TRANSLATIONS
This Offering Circular contains translations of Indian Rupees amounts to U.S. dollars at specific rates solely for the
convenience of the reader and unless otherwise noted, all translations from Indian Rupee to U.S. dollars in this Offering
Circular were made at the rates of Rs. 52.3824 to U.S.$1.00, being the exchange rate published by the Federal Reserve
Bank of New York for December 31, 2011. No representation is made that the Indian Rupee or U.S. dollar amounts
referred to in the Offering Circular could have been or could be converted in U.S. dollars or Indian Rupees, as the case
maybe, at any particular rate or at all.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains both historical and forward-looking statements. All statements other than statements of
historical fact contained in this Offering Circular, including, without limitation, those regarding our future financial
position and results of operations, strategy, projects and prospects, plans, objectives, goals and targets, future
developments in the markets where we participate or are seeking to participate, and any statements preceded by,
followed by or that include the words “believe,” “expect,” “aim,” “intend,” “will,” “would,” “may,” “anticipate,”
“project,” “pursue,” “shall,” “seek,” “should,” “target,” “estimate,” “potential” or similar expressions or the negative
thereof, are forward-looking statements. These forward-looking statements relate to events that are subject to known
and unknown risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual
results, performance or achievements, or industry results to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based
on numerous assumptions regarding our present and future business strategies and the environment in which we will
operate in the future. Important factors that could cause our actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others, the following:
 continued economic growth in India;
 regulatory changes pertaining to the information technology industry in India and our ability to respond to
them;
 our ability to implement our plans to restructure our indebtedness under the Corporate Debt Restructuring
("CDR") process;
 our ability to successfully implement our strategy, growth and expansion plans;
 technological changes;
 our exposure to market risks;
 equity prices or other rates or prices;
 performance of Indian debt and equity markets;
 our ability to hire and retain qualified personnel;
 general political, economic and business conditions in India and other countries;
 occurrence of natural calamities or natural disasters affecting the areas in which the Issuer has operations;
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 changes in economic policies and regulatory environment (including foreign control regulations and
legislation);
 changes in currency exchange rates;
 protracted global recession or depression;
 significant competition; and
 other factors beyond our control.
Additional factors that could cause actual results, performance or achievements to differ materially include, but are not
limited to those discussed under the sections titled “Risk Factors”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, “Industry” and “Our Business” respectively, of this Offering Circular.
Such forward-looking statements and any other projections contained in this Offering Circular (whether made by us or
any third party) are predictions and are subject to various known and unknown risks and uncertainties. Accordingly,
there are or will be factors that could cause actual performance, achievements, results or outcomes to differ materially
from those contemplated by the relevant statement. We believe these factors include, but are not limited to, those
described under “Risk Factors”. These factors should not be construed as exhaustive and should be read in conjunction
with the other cautionary statements that are included in this Offering Circular. We undertake no obligation to publicly
update or review any forward-looking statement, whether as a result of new information, future developments or
otherwise.
The forward-looking statements contained in this Offering Circular are based on the beliefs of the management of the
Issuer, as well as the assumptions made by and information currently available to the management of the Issuer.
Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we
cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are
cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties
materialise or if any of our underlying assumptions, prove to be incorrect, our actual results of operations or financial
condition, could differ materially from that described herein as anticipated, believed, estimated or expected. All
subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by
reference to these cautionary statements. We do not make any representation, warranty or prediction that the results
anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in
each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario.
Accordingly, you should not place undue reliance on any forward-looking statements.

CAUTIONARY NOTE REGARDING MARKET AND INDUSTRY DATA
Information included in this Offering Circular regarding markets, market size, growth rates and other industry data
pertaining to our businesses consists of estimates based on data reports compiled by government bodies, professional
organisations and analysts, data from other external sources and knowledge of the markets in which we compete.
Certain statistical information included in this Offering Circular pertaining to the various sectors in which we operate
has been reproduced from trade, industry and government publications and websites.
This information is subject to change and cannot be verified with complete certainty due to limits on the availability
and reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. In many cases,
there is no readily available external information (whether from trade or industry associations, government bodies or
other organisations) to validate market-related analysis and estimates, so we have relied on internally developed
estimates.
While we have complied, extracted and reproduced this data from external sources, including third parties, trade,
industry or general publications, we accept no responsibility for accurately or completely reproducing such data.
Neither we nor the Dealer Manager have independently verified this data, nor do we make any representation regarding
the accuracy of such data. Similarly, while we believe our internal estimates to be reasonable, such estimates have not
been verified by any independent sources, and we cannot assure potential investors as to their accuracy.
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ENFORCEMENT OF CIVIL LIABILITIES IN INDIA
The Issuer is a limited liability Issuer incorporated under the laws of India. A majority of the directors and key
managerial personnel of the Issuer are residents of India and a substantial portion of the assets of the Issuer are located
in India. As a result, it may not be possible for investors to effect service of process upon the Issuer or such persons
outside India, or to enforce judgments obtained against such parties in courts outside India.
In India, recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the
Civil Code on a statutory basis. Section 13 of the Civil Code provides that foreign judgments shall be conclusive
regarding any matter directly adjudicated upon, except:
 where the judgment has not been pronounced by a court of competent jurisdiction;
 where the judgment has not been given on the merits of the case;
 where it appears on the face of the proceedings that the judgment is founded on an incorrect view of
international law or a refusal to recognise the law of India in cases to which such law is applicable;
 where the proceedings in which the judgment was obtained were opposed to natural justice;
 where the judgment has been obtained by fraud; or
 where the judgment sustains a claim founded on a breach of any law then in force in India.
Under the Civil Code, a court in India shall, upon the production of any document purporting to be a certified copy of a
foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary
appears on record.
India is not a signatory to the “Convention on the recognition and enforcement of foreign judgments in civil and
commercial matters” or any other international treaty in relation to the recognition or enforcement of foreign
judgements. However, Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a
superior court, within the meaning of such Section, in any country or territory outside India which the Government of
India has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in
execution as if the judgment had been rendered by the competent court in India. However, Section 44A of the Civil
Code is applicable only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other
charges of a like nature or of a fine or other penalties and does not include arbitral awards. Furthermore, the execution
of the foreign decree under Section 44A of the Civil Code is also subject to the exceptions under Section 13 of the Civil
Code as discussed above.
The United Kingdom, Singapore and Hong Kong have been declared by the Government of India to be reciprocating
territories for the purposes of Section 44A of the Civil Code but certain other jurisdictions have not been so declared. A
judgment of a court of a country which is not a reciprocating territory may be enforced only by a new proceeding suit
instituted in a court of India and not by proceedings in execution. Such a suit has to be filed in India within three years
from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is
unlikely that a court in India would award damages on the same basis as a foreign court if an action was brought in
India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court were of the view
that the amount of damages awarded was excessive or inconsistent with Indian public policy. A party seeking to
enforce a foreign judgment in India is required to obtain approval from the RBI to repatriate outside India any amount
recovered pursuant to the execution of such a judgment including being subject to income tax in accordance with
applicable laws. In addition, any judgment in a foreign currency would be converted into Indian Rupees on the date of
the judgment and not on the date of payment. The Issuer cannot predict whether a suit brought in an Indian court will
be disposed of in a timely manner or be subject to considerable delays.
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TABLE OF CONTENTS
Page
SUMMARY...........................................................................................................................................................................1
SUMMARY OF THE TERMS OF THE OFFERING.........................................................................................................9
SUMMARY SELECTED FINANCIAL INFORMATION...............................................................................................14
RISK FACTORS..................................................................................................................................................................20
MARKET PRICE INFORMATION CONCERNING THE SHARES..............................................................................48
DIVIDENDS........................................................................................................................................................................49
USE OF PROCEEDS..........................................................................................................................................................50
EXCHANGE RATE INFORMATION...............................................................................................................................51
CAPITALISATION AND INDEBTEDNESS....................................................................................................................52
SELECTED HISTORICAL FINANCIAL INFORMATION AND OTHER DATA.......................................................53
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION...............................59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.............................................................................................................................61
INDUSTRY OVERVIEW...................................................................................................................................................82
BUSINESS...........................................................................................................................................................................87
REGULATION..................................................................................................................................................................110
BOARD OF DIRECTORS AND SENIOR MANAGEMENT........................................................................................113
ORGANISATION STRUCTURE.....................................................................................................................................119
PRINCIPAL SHAREHOLDERS......................................................................................................................................120
TERMS AND CONDITIONS OF THE BONDS.............................................................................................................121
GLOBAL CERTIFICATE.................................................................................................................................................153
CLEARANCE AND SETTLEMENT OF THE BONDS.................................................................................................155
DESCRIPTION OF THE SHARES..................................................................................................................................157
THE INDIAN SECURITIES MARKET..........................................................................................................................165
GOVERNMENT OF INDIA APPROVALS....................................................................................................................170
FOREIGN INVESTMENT AND EXCHANGE CONTROL..........................................................................................171
TRANSFER RESTRICTIONS..........................................................................................................................................176
TAXATION.......................................................................................................................................................................177
DEALER MANAGER.......................................................................................................................................................180
LEGAL MATTERS...........................................................................................................................................................181
INDEPENDENT AUDITORS..........................................................................................................................................181
GLOSSARY.......................................................................................................................................................................182
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IFRS.......................................186
GENERAL INFORMATION............................................................................................................................................192
SUMMARY
OVERVIEW
We are in the business of providing a range of IT & IT enabled solutions and services to companies worldwide,
primarily companies in the banking, insurance and financial services industries. The Issuer was incorporated on
October 11, 1993 as a wholly-owned subsidiary of ICICI Limited, the predecessor of ICICI Bank Limited with effect
from March 29, 2002. Over the years, we have evolved to a geographically diverse company that operates in two main
business lines, namely IT solutions and transaction processing services. Through these two business lines, we offer a
comprehensive range of software, IT services and IT enabled solutions, including packaged applications for the
banking, insurance and financial services industries (encompassing corporate, retail and commercial banking, insurance
policy sourcing and claims processing, investor servicing and Internet delivery of financial services, as well as business
intelligence and analytical applications), an enterprise resource planning suite of applications, custom application
software development, deployment, maintenance and support services (both onsite and offshore), managed IT services
including infrastructure services, enterprise management services and advisory services, IT consulting services and
transaction services. In April 2005, we completed an initial public offering of our shares and our shares are currently
traded on the Stock Exchanges.
On June 30, 2011, we completed the sale of our U.S.-based global billing and payments unit, consisting of Regulus and
J&B Software, to an affiliate of Cerberus, one of the world’s leading private investment firms, for gross proceeds of
approximately U.S.$ 137 million. We acquired J&B Software in 2007 and Regulus in 2008, and the companies were
integrated to form our global billing and payments unit in fiscal 2009. Following this divestment, we will continue to
concentrate on our core IT business.
Our total income was Rs. 23,046.97 million in fiscal 2009, Rs. 24,687.54 million in fiscal 2010, and Rs. 25,874.73
million in fiscal 2011, and Rs. 19,340.22 million and Rs. 13,490.97 million for the nine months ended December 31,
2010 and 2011, respectively. Profit before interest, depreciation, extraordinary items and tax was Rs. 4,591.63 million
in fiscal 2009, Rs. 5,215.90 million in fiscal 2010, and Rs. 5,424.66 million in fiscal 2011, and Rs. 4,086.30 million and
Rs. 2,492.40 million for the nine months ended December 31, 2010 and 2011, respectively. Profit/(loss) after tax and
before extra-ordinary items was Rs. 2,664.14 million in fiscal 2009, Rs. 2,659.53 million in fiscal 2010, and Rs.
2,535.75 million in fiscal 2011, and Rs. 1,901.46 million and Rs. (432.85) million for the nine months ended December
31, 2010 and 2011, respectively. On a pro forma basis, after giving effect to the sale of Regulus and J&B Software: our
total income was Rs. 18,125.96 million in fiscal 2011 and Rs. 13,490.97 million for the nine months ended December
31, 2011; profit before interest, depreciation, extraordinary items and tax was Rs. 4,424.56 million in fiscal 2011 and
Rs. 2,492.40 million for the nine months ended December 31, 2011; and profit/(loss) after tax and before extra-ordinary
items was Rs. 2,022.60 million in fiscal 2011 and Rs. (432.85) million for the nine months ended December 31, 2011,
respectively.
As of March 31, 2011, we serviced over 1,500 active customers in more than 50 countries through our portfolio of IT
solutions and transaction services. For fiscal 2011 and fiscal 2010, 51% and 55%, respectively, of our total income was
from clients in North America, 28% and 26%, respectively of our total income was from clients in South Asia, 10%
and 9%, respectively, of our total income was from clients in MEARC, 6% and 6%, respectively, of our total income
was from clients in Western Europe and 5% and 4%, respectively, of our total income was from clients in the APAC
region. For fiscal 2011 and fiscal 2010, 67% and 62%, respectively of our total income was from IT solutions 32% and
37%, respectively, of our total income was from transaction services, and 1% and 1%, respectively of our total income
was from other income. Further, for fiscal 2011 and fiscal 2010, 6% and 8%, respectively, of our total income was from
ICICI Bank Limited and certain of its subsidiaries and affiliates, while our top five customers (excluding ICICI Bank
Limited and certain of its subsidiaries and affiliates) contributed 9% and 12%, respectively, of our total income during
these periods.
For the nine months ended December 31, 2010 and 2011, 52% and 34%, respectively, of our total income was from
clients in North America, 27% and 39%, respectively of our total income was from clients in South Asia, 11% and 15%,
respectively, of our total income was from clients in MEARC, 6% and 8%, respectively, of our total income was from
clients in Western Europe and 4% and 4%, respectively, of our total income was from clients in the APAC region. For
the nine months ended December 31, 2010 and 2011, 66% and 92%, respectively of our total income was from IT
solutions 33% and 6%, respectively, of our total income was from transaction services, and 1% and 2%, respectively of
our total income was from other income. Further, for the nine months ended December 31, 2010 and 2011, 6% and 8%,
respectively, of our total income was from ICICI Bank Limited and certain of its subsidiaries and affiliates, while our
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top five customers (excluding ICICI Bank Limited and certain of its subsidiaries and affiliates) contributed 10% and
6%, respectively, of our total income during these periods.
Income by Segment
For the year ended March 31, For the Nine Months ended
December 31, December 31,
2009 2010 2011 2010 2011
Income from Operations
IT Solutions........................... 67% 62% 67% 66% 92%
Transaction Services............. 32% 37% 32% 33% 6%
Other Income............................ 1% 1% 1% 1% 2%
Total Income........................... 100% 100% 100% 100% 100%
Income by Region
For the year ended March 31, For the Nine Months ended
December 31, December
2009 2010 2011 2010 31, 2011
South Asia.......................... 28% 26% 28% 27% 39%
North America.................... 50% 55% 51% 52% 34%
MEARC.............................. 10% 9% 10% 11% 15%
Western Europe.................. 7% 6% 6% 6% 8%
Asia Pacific........................ 5% 4% 5% 4% 4%
Total Income..................... 100.0% 100% 100% 100% 100%

Our IT solutions offerings include software solutions for the banking and financial services industry (which includes
insurance, mutual fund and capital markets), and an enterprise resource planning package.
Our banking offerings include the Kastle™ suite of products which are sold in over 22 countries and comprise a range
of software solutions addressing the retail, corporate banking, business intelligence, analytical applications, anti-money
laundering (through our product Amlock) and internet delivery needs of a wide range of financial institutions, including
corporate banks, retail banks, universal banks, capital market intermediaries, investment banks and other specialised
financial institutions.
Our PREMIA™ suite of software products comprises an integrated enterprise insurance management system for
property, casualty, life and health insurance providers. The PREMIA insurance management solutions suite is designed
to proficiently perform all the functions of an insurance company such as underwriting / policy administration, claims
management, reinsurance and accounting. It covers various business classes such as property, general liability, workers
compensation, commercial auto, business owners policy, marine cargo, personal auto, homeowners, umbrella / package,
individual / group life, health, liabilities and related areas.
We also offer products that allow us to service the market for mutual funds, private wealth management and the
insurance industry. Our software solutions focus on the operational elements of the asset management process,
including clearing, settlement, order management and accounting. Our capital market and mutual fund products also
include Tradis, a comprehensive solutions suite for stockbrokers and traders which manages the entire trading process
from order to settlement; MFund/AM, a client-server based application suite that streamlines fund accounting,
valuation, investment management and lending operations and is designed for mutual funds, unit trusts, asset
management companies and other financial institutions; Mfund/ISS, a web-based investor services system that helps
unit trust management companies cost effectively streamline their operations; Mfund/Dealing, a front-office
automation system for investment managers which addresses requirements in the dealing, pre-dealing, decision support,
intent generation and order management areas; C-matis, a comprehensive multi-currency Wealth Management
solutions suite; Quantis, an application that allows for end-to-end Investment Management Operations - from Analytics
and Order Management to Accounting and NAV Generation; and CRx a comprehensive multi-language and multi-
currency browser based credit risk analysis product. See “Business – Our Offerings - Product Offerings - Capital
Market, Mutual Funds and Private Wealth Management Solutions.”
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