amber enterprises india limited

551 Pages·2017·8.43 MB·English

PROSPECTUS
Dated January 23, 2018
Please read Section 32 of the Companies Act, 2013
Book Built Offer

AMBER ENTERPRISES INDIA LIMITED
Our Company was incorporated as Amber Enterprises India Private Limited on April 2, 1990 at Jalandhar , Punjab as a private limited company under the Companies Act, 1956. Our Company was converted to a
public limited company pursuant to a special resolution passed by our shareholders on September 20, 2017 and a fresh certificate of incorporation dated September 22, 2017 was issued by the Registrar of
Companies, Chandigarh, consequently, the name of our Company was changed to Amber Enterprises India Limited. For further details of change in the name and Registered Office of our Company, see “History
and Certain Corporate Matters” on page 164.
Registered Office: C-1, Phase – II, Focal Point, Rajpura Town – 140 401, Punjab; Tel: [phone]; Fax: [phone]
Corporate Office: Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 018; Tel: [phone]; Fax: [phone]
Contact Person: Konica Yadav, Company Secretary and Compliance Officer
E-mail: [email protected]; Website: www.ambergroupindia.com
Corporate Identity Number: U28910PB1990PLC010265
OUR PROMOTERS: JASBIR SINGH AND DALJIT SINGH
INITIAL PUBLIC OFFERING OF 6,984,865^ EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF AMBER ENTERPRISES INDIA LIMITED (“OUR COMPANY”
OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 859* PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING TO ₹ 5,995.74^ MILLION, COMPRISING A FRESH ISSUE OF 5,529,685^
EQUITY SHARES AGGREGATING TO ₹ 4,746.63^ MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 1,455,180^ EQUITY SHARES AGGREGATING TO ₹ 1,249.11^ MILLION,
COMPRISING AN OFFER FOR SALE OF 727,590^ EQUITY SHARES BY JASBIR SINGH AGGREGATING TO ₹ 624.56^ MILLION, AND 727,590^ EQUITY SHARES BY DALJIT SINGH
AGGREGATING TO ₹ 624.56^ MILLION (JASBIR SINGH AND DALJIT SINGH COLLECTIVELY, THE “PROMOTER SELLING SHAREHOLDERS”), (THE “OFFER FOR SALE” AND
TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER INLUDES A RESERVATION OF 50,000^ EQUITY SHARES AGGREGATING TO ₹ 38.7^ MILLION FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS EMPLOYEE RESERVATION PORTION IS
REFERRED TO AS THE NET OFFER. THE OFFER AND NET OFFER CONSTITUTE 22.21% AND 22.05%, RESPECTIVELY OF OUR POST OFFER PAID-UP EQUITY SHARE CAPITAL.

THE FACE VALUE OF EACH EQUITY SHARE IS ₹10 EACH. THE OFFER PRICE IS 85.9 TIMES THE FACE VALUE OF THE EQUITY SHARES.
* Employee Discount of ₹ 85 per Equity Shares to the Offer Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion.
^ Subject to finaliation of Basis of Allotment
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), and in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”), this Offer was made through the Book Building Process, wherein not more than 50% of the Net Offer was available for
allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), out of which60% was allocated to Anchor Investors on a discretionary basis (“Anchor Investor Portion”).
One-third of the Anchor Investor Portion wasreserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of
the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer was
available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI
Regulations subject to valid Bids being received at or above the Offer Price. Further, 50,000 Equity Shares was offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding
in the Employee Reservation Portion, conditional upon valid Bids being received from them at or above the Offer Price. All potential Bidders, other than Anchor Investors, are mandatorily required to participate
in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks
(“SCSBs”). Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA Process. For details, see “Offer Procedure” on page 493.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10 and the OfferPrice is 85.9 times the face
value. The Offer Price (determined and justified by our Company and Promoter Selling Shareholders in consultation with the BRLMs as stated under “Basis for Offer Price” on page 95) should not be taken to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which
the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors
are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer,
including the risks involved. The Equity Shares in the Offer 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 16.
ISSUER’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the
context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are
honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material
respect. Further, each Promoter Selling Shareholder severally accepts responsibility and confirms that this Prospectus contains all information about them as Promoter Selling Shareholders and the Equity Shares
offered by each Promoter Selling Shareholder in the context of the Offer for Sale and further severally assume responsibility for statements in relation to them included in this Prospectus and the Equity Shares
offered by them in the Offer and 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 BSE Limited (“BSE”) and the National Stock Exchange Limited (“NSE”). Our Company has received an ‘in-
principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated October 25, 2017 and October 26, 2017, respectively. For the purposes of the Offer, the Designated
Stock Exchange is BSE. A copy of the Red Herring Prospectus and this Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Edelweiss Financial Services IDFC Bank Limited SBI Capital Markets Limited BNP Paribas Karvy Computershare Private
Limited Naman Chambers, C – 32, G Block 202, Maker Tower ‘E’ BNP Paribas House Limited
14th Floor, Edelweiss House Bandra Kurla Complex Cuff Parade 1 North Avenue, Maker Maxity Karvy Selenium Tower B
Off. C.S.T Road, Kalina Bandra (East) Mumbai 400 005 Bandra-Kurla Complex Plot 31 and 32, Gachibowli
Mumbai 400 098 Mumbai 400 051 Tel: [phone] Bandra (East) Financial District, Nanakramguda
Tel: [phone] Tel: [phone] Fax: [phone] Mumbai 400 051 Hyderabad 500 032
Fax: [phone] Fax: [phone] E-mail: [email protected] Tel: [phone] Tel: [phone]
E-mail: [email protected] E-mail: [email protected] Investor grievance e-mail: Fax: [phone] Fax: [phone]
Investor grievance e-mail: Investor grievance e-mail: [email protected] E-mail: E-mail: [email protected]
customerservice.mb@ [email protected] Website: www.sbicaps.com [email protected] Investor grievance e-mail:
edelweissfin.com Website: www.idfcbank.com Contact Person: Aditya Deshpande Investor grievance e-mail: [email protected]
Website: www.edelweissfin.com Contact Person: Gaurav Goyal SEBI Registration No.: INM000003531 [email protected] Website: www.karishma.karvy.com
Contact Person: Kunal SEBI Registration No.: Website: www.bnpparibas.co.in Contact Person: M. Murali Krishna
Malkan/Gyayak Jain MB/INM000012250 Contact Person: Bhumika Chauhan SEBI Registration No.: INR000000221
SEBI Registration SEBI Registration No.: INM000011534
No.INM0000010650
BID/OFFER PROGRAMME
BID/OFFER OPENED ON JANUARY 17, 2018, WEDNESDAY*
BID/OFFER CLOSED ON JANUARY 19, 2018, FRIDAY
* The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date i.e. January 16, 2018.
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TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ....................................................................... 13
FORWARD-LOOKING STATEMENTS ............................................................................................................................ 15
SECTION II: RISK FACTORS ............................................................................................................................................. 16
SECTION III: INTRODUCTION.......................................................................................................................................... 42
SUMMARY OF INDUSTRY .............................................................................................................................................. 42
SUMMARY OF OUR BUSINESS ....................................................................................................................................... 45
SUMMARY OF FINANCIAL INFORMATION................................................................................................................. 51
THE OFFER ......................................................................................................................................................................... 62
GENERAL INFORMATION ............................................................................................................................................... 64
CAPITAL STRUCTURE ..................................................................................................................................................... 73
OBJECTS OF THE OFFER ................................................................................................................................................. 86
BASIS FOR OFFER PRICE ................................................................................................................................................. 95
STATEMENT OF TAX BENEFITS .................................................................................................................................... 98
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 115
INDUSTRY OVERVIEW .................................................................................................................................................. 115
OUR BUSINESS ................................................................................................................................................................ 144
REGULATIONS AND POLICIES .................................................................................................................................... 161
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................... 164
OUR SUBSIDIARIES ........................................................................................................................................................ 172
OUR MANAGEMENT ...................................................................................................................................................... 175
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. 191
OUR GROUP COMPANIES ............................................................................................................................................. 194
DIVIDEND POLICY ......................................................................................................................................................... 197
RELATED PARTY TRANSACTIONS ............................................................................................................................. 198
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 199
RESTATED FINANCIAL STATEMENTS ....................................................................................................................... 199
RESTATED CONSOLIDATED FINANCIAL STATEMENTS ....................................................................................... 199
RESTATED STANDALONE FINANCIAL STATEMENTS ........................................................................................... 312
CAPITALISATION STATEMENT (POST OFFER) ........................................................................................................ 422
FINANCIAL INDEBTEDNESS ........................................................................................................................................ 423
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................ 425
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ....................................... 446
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 460
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ........................................................... 460
GOVERNMENT AND OTHER APPROVALS................................................................................................................. 466
OTHER REGULATORY AND STATUTORY DISCLOSURES...................................................................................... 468
SECTION VII: OFFER INFORMATION .......................................................................................................................... 484
TERMS OF THE OFFER ................................................................................................................................................... 484
OFFER STRUCTURE ....................................................................................................................................................... 488
OFFER PROCEDURE ....................................................................................................................................................... 491
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 533
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 534
SECTION IX: OTHER INFORMATION ........................................................................................................................... 543
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................... 543
DECLARATION ............................................................................................................................................................... 546

(i)
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, rules, guidelines or policies shall be to such
legislation, act or regulation, as amended from time to time.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the meanings
ascribed to such terms under the Companies Act, the SEBI Regulations, the SCRA, the Depositories Act or the rules and
regulations made thereunder.
Notwithstanding the foregoing, terms used in the sections entitled “Statement of Tax Benefits”, “Restated Financial
Statements”, “Main Provisions of Articles of Association”, “Outstanding Litigation and Material Developments”,
“Regulations and Policies” and “Offer Procedure – Part B” on pages 98, 199, 536, 460, 161 and 499, respectively, shall have
the meaning ascribed to such terms in such sections.
General Terms
Term Description
“our Company”, “the Company” or Amber Enterprises India Limited, a company incorporated under the Companies Act,
“the Issuer” 1956 and having its Registered Office at C-1, Phase – II, Focal Point, Rajpura Town,
140 401, Punjab and Corporate Office at Universal Trade Tower, 1st Floor, Sector – 49,
Sohna Road, Gurgaon – 122 018
“we”, “us” or “our” Unless the context otherwise indicates or implies, our Company, together with its
Subsidiaries, on a consolidated basis

Company Related Terms
Term Description
Appserve Appserve Appliance Private Limited
Articles of Association or AoA Articles of Association of our Company, as amended
Ascent Ascent Investment Holdings Pte. Limited
Audit Committee The audit committee of our Company, constituted in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as described
in “Our Management” on page 181
Auditors/Statutory Auditors Statutory auditors of our Company, namely, Walker Chandiok & Co LLP, Chartered
Accountants
Board/Board of Directors Board of directors of our Company or a duly constituted committee thereof
CCDs Tranche I compulsorily convertible debentures of the Company of face value of ₹ 50.00
million each
CCPS Compulsorily convertible preference shares of face value of ₹ 10 each
CFO Chief Financial Officer of our Company
Corporate Office The corporate office of our Company located at Universal Trade Tower, 1st Floor, Sector
– 49, Sohna Road, Gurgaon – 122 018
Corporate Social Responsibility The corporate social responsibility committee of our Company, constituted in
Committee accordance with the applicable provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, as disclosed in “Our Management” on page 186
Daikin Daikin Airconditioning India Private Limited
Director(s) Director(s) on the Board of our Company
Equity Shares Equity shares of our Company of face value of ₹10 each
Executive Directors Executive Directors of our Company
Group Companies Companies which are covered under the applicable accounting standards and other
companies as considered material by our Board, for details, see “Our Group Companies”
on page 194
Hitachi Johnson Controls-Hitachi Air Conditioning India Limited

1
Term Description
IDBI Bank IDBI Bank Limited
IL JIN IL JIN Electronics (India) Private Limited
IL JIN SHA Shareholders’ Agreement dated November 11, 2017 between our Company, IL JIN, Mr.
Hyun Chul Sim and Ms. Su A. Lee. For details, see “History and Certain Corporate
Matters” on page 168
IL JIN SPA Share Purchase Agreements dated November 11, 2017 between our Company, IL JIN,
Mr. Hyun Chul Sim and Ms. Su A Lee. For details, see “History and Certain Corporate
Matters” on page 167
IPO Committee The committee of the Board of Directors as described in “Our Management” on page
187
Key Management Personnel Key management personnel of our Company as disclosed in “Management – Key
Management Personnel” from pages 189 to 190
LG LG Electronics India Private Limited
Memorandum of Association or Memorandum of Association of our Company, as amended
MoA
Nomination and Remuneration The nomination and remuneration committee of our Company, constituted in accordance
Committee with the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, as disclosed in “Our Management” on page 184
Panasonic Panasonic India Private Limited
Promoter Group The persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(zb) of the SEBI Regulations. For details see “Our Promoter and
Promoter Group” on page 191
Promoters The promoters of our Company namely, Jasbir Singh and Daljit Singh. For details, see
“Our Promoter and Promoter Group” on page 191
Purchase and Buyback Agreement Purchase and Buyback Agreement dated December 23, 2016 between the Company,
Ascent and Jasbir Singh and Daljit Singh to be read along with the letter pertaining to
the conversion of CCDs, dated September 26, 2017, as amended. For details, see
“History and Certain Corporate Matters” from pages 168 to 169
Registered Office The registered office of our Company located at C-1, Phase – II, Focal Point, Rajpura
Town - 140 401, Punjab
Registrar of Companies/RoC Registrar of Companies, Chandigarh
Relevant Period The last five financial years and any stub period in respect of which, restated audited
financial statements are included in the relevant offer documents in connection with the
proposed initial public offering of equity shares of the Company
Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and Restated Standalone
Financial Statements
Restated Standalone Financial Our Company’s restated standalone summary statements of assets and liabilities as at
Statements March 31, 2013, March 31, 2014, March 31, 2015, March 31, 2016, March 31, 2017 and
September 30, 2017 and our Company’s restated standalone summary statements of
profit and loss and cash flow for each of the financial years ended March 31, 2013, March
31, 2014, March 31, 2015, March 31, 2016, March 31, 2017 and six month period ended
on September 30, 2017, together with the annexures and notes thereto and the
examination report thereon
Restated Consolidated Financial Our restated consolidated summary statements of assets and liabilities as at March 31,
Statements 2013, March 31, 2014, March 31, 2015, March 31, 2016, March 31, 2017 and September
30, 2017 and our restated consolidated summary statements of profit and loss and cash
flow for each of the financial years ended March 31, 2013, March 31, 2014, March 31,
2015, March 31, 2016, March 31, 2017 and six month period ended on September 30,
2017, together with the annexures and notes thereto and the examination report thereon
SHA Shareholders’ agreement dated December 23, 2016 as amended on September 20, 2017,
between the Company, Ascent, Jasbir Singh and Daljit Singh. For details, see “History
and Certain Corporate Matters” on page 169
SPA 1 Share Purchase Agreement dated August 13, 2013 between our Company, IFCI Venture
Capital Funds Limited (acting for and on behalf of Green India Venture Fund) and

2
Term Description
Sukhmani Lakhat. For details, see “History and Certain Corporate Matters” on page
168
SPA 2 Share Purchase Agreement dated August 13, 2013 between Reliance Alternative
Investments Fund – Private Equity Scheme –I acting through its trustee Reliance
Alternative Investment Services Private Limited and represented by Reliance Equity
Advisors (India) Private Limited, Sukhmani Lakhat and Daljit Singh. For details, see
“History and Certain Corporate Matters” on page 168
SPA 3 Share Purchase Agreement dated December 23, 2016 between our Company, Reliance
Alternative Investments Fund – Private Equity Scheme – I, Ascent, Jasbir Singh, Daljit
Singh, and Kartar Singh. For details, see “History and Certain Corporate Matters” on
page 168
SPA 5 Share purchase agreement dated December 8, 2017 between our Company, Ascent and
DF International Private Partners For details, see “History and Certain Corporate
Matters” on page 169
SPA 6 Share purchase agreement dated December 8, 2017 between our Company, Ascent, Aadi
Financial Advisors LLP, Profitex Shares & Securities Private Limited and Akash Manek
Bhanshali For details, see “History and Certain Corporate Matters” on page 169
SPA 7 Share purchase agreement dated December 8, 2017 between our Company, Ascent and
GMO Emerging Domestic Opportunities Fund, A Series of GMO Trust For details, see
“History and Certain Corporate Matters” on page 169
SPA 8 Share purchase agreement dated December 8, 2017 between our Company, Ascent and
Edelweiss Crossover Opportunities Fund For details, see “History and Certain
Corporate Matters” on page 169
SSA Share Subscription Agreement dated December 23, 2016 between the Company, Ascent
and Jasbir Singh and Daljit Singh. For details, see “History and Certain Corporate
Matters” on page 168
Stakeholders’ Relationship The stakeholders’ relationship committee of our Company, constituted in accordance
Committee with the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, described in “Our Management” on page 185
Subsidiaries Subsidiaries of our Company namely, PICL (India) Private Limited, Appserve
Appliance Private Limited and IL JIN Electronics (India) Private Limited. For details,
see “Our Subsidiaries” beginning on page 172
Whirlpool Whirlpool of India Limited

Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by a Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires, allotment of Equity Shares pursuant to the Fresh
Issue and transfer of Equity Shares offered by the Promoter Selling Shareholders
pursuant to the Offer for Sale to the successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the 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, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI Regulations and this Prospectus
Anchor Investor Allocation Price The price at which Equity Shares was allocated to Anchor Investors in terms of the Red
Herring Prospectus and the Prospectus, which was decided by our Company and the
Promoter Selling Shareholders, in consultation with the BRLMs
Anchor Investor Application Form The form 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

3
Term Description
Anchor Investor Bid/Offer Period The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids
by Anchor Investors were submitted and allocation to Anchor Investors were completed
Anchor Investor Escrow Account Account opened with the Escrow Collection Bank and in whose favour the Anchor
Investors have transferred money through NACH/direct credit/NEFT/RTGS in respect
of the Bid Amount when submitting a Bid
Anchor Investor Offer Price Final price at which the Equity Shares were Allotted to Anchor Investors in terms of the
Red Herring Prospectus and the Prospectus
The Anchor Investor Offer Price was decided by our Company and the Promoter Selling
Shareholders, in consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bid/Offer Period,
and in the event the Anchor Investor Allocation Price is lower than the Offer Price, not
later than two Working Days after the Bid Offer Closing Date.
Anchor Investor Portion 60% of the QIB Portion which was allocated by our Company and the Promoter Selling
Shareholders in consultation with the BRLMs, to Anchor Investors on a discretionary
basis
One-third of the Anchor Investor Portion wasreserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price
Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid
Amount or ASBA and authorize an SCSB to block the Bid Amount in the ASBA Account
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of the Red Herring Prospectus
and the Prospectus
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted
by ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form
Banker(s) to the Offer/Escrow Banks which are clearing members and registered with SEBI as bankers to an issue and
Collection Banks with whom the Escrow Accounts will be opened, in this case being IDFC Bank Limited
and HDFC Bank Limited
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and
which is described in “Offer Procedure” on page 493.
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by
an Anchor Investor pursuant to submission of the Anchor Investor Application Form,
to subscribe to or purchase the Equity Shares of our Company at a price within the Price
Band, including all revisions and modifications thereto as permitted under the SEBI
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 blocked in the ASBA Account of the Bidder, less the Employee
Discount, as the case may be, upon submission of the Bid. However, Eligible Employees
applying in the Employee Reservation Portion can apply at the Cut-Off Price and the
Bid amount shall be Cap Price net of Employee Discount, multiplied by the number of
Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum
Application Form
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot 17 Equity Shares in the multiples of 17 Equity Shares
Bid/Offer 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 January 19, 2018

4
Term Description
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries started accepting Bids, being January 17, 2018
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective
Bidders submitted their Bids, including any revisions thereof
Bidder Any prospective 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 at the Designated Intermediaries accepted the ASBA Forms, i.e,
Designated Branch for SCSBs, Specified Locations for Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
BNP BNP Paribas
Book Building Process Book building process, as provided in Schedule XI of the SEBI Regulations, in terms
of which the Offer is being made
Book Running Lead Managers or The book running lead managers to the Offer namely, Edelweiss Financial Services
BRLMs Limited, IDFC Bank Limited, SBI Capital Markets Limited and BNP Paribas
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 Broker are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN/Confirmation of Allocation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Note have been allocated the Equity Shares, after the Anchor Investor Bid/Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price were not finalised and above which no Bids were accepted
Cash Escrow Agreement Agreement dated January 6, 2018 entered into by our Company, the Promoter Selling
Shareholders, the Registrar to the Offer, the BRLMs, the Escrow Collection Banks and
the Refund Bank amended by an agreement dated January 13, 2018 for collection of the
Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account and
where applicable, refunds of the amounts collected from Anchor Investors, on the terms
and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to
demat account
Collecting Depository Participant A depository participant as defined under the Depositories Act, 1996, registered with
or CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Cut-off Price Offer Price, finalised by our Company and the Promoter Selling Shareholders, in
consultation with the BRLMs, which shall be any price within the Price Band
Only Retail Individual Bidders and Eligible Employees are entitled to Bid at the Cut-
off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details
Designated Date The date on which funds are transferred from the Anchor Investor Escrow Account and
the instructions are given to the SCSBs to unblock the ASBA Accounts and transfer the
amounts blocked by the SCSBs from the ASBA Accounts, as the case may be, to the
Public Offer Account or the Refund Account, as appropriate, in terms of the Red Herring
Prospectus and the aforesaid transfer and instructions shall be issued only after
finalisation of Basis of Allotment in consultation with the Designated Stock Exchange
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available on

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Term Description
the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
Designated Intermediaries Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who
were authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders have submitted 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)
Designated Branches Such branches of the SCSBs 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
Intermediaries or at such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange BSE
Draft Red Herring Prospectus or The Draft Red Herring Prospectus dated September 29, 2017, issued in accordance with
DRHP the SEBI Regulations, which did not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer
Edelweiss Edelweiss Financial Services Limited
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and the Red Herring
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares
Eligible Employee A permanent and full-time employee of our Company or its Subsidiaries (excluding
such employee not eligible to invest in the Offer under applicable laws, rules,
regulations and guidelines), as on the date of registration of the Red Herring Prospectus
with the RoC, who are Indian nationals and are based, working and present in India and
continued to be on the rolls of our Company or its Subsidiaries as on the date of
submission of their ASBA Form and Bidding in the Employee Reservation Portion.
Employee Discount A discount of up to 9.90% (equivalent of ₹ 85) on the Offer Price, which was offered
by our Company and the Promoter Selling Shareholders, in consulation with the BRLMs
to Eligible Employees Bidding in the Employee Reservation Portion, subject to the Bid
Amount not exceeding ₹ 500,000.
Employee Reservation Portion The portion of the Offer, being 50,000^ Equity Shares which wasreserved for allocation
and Allotment to Eligible Employees on a proportionate basis, as detailed in “Offer
Procedure” on page 493 pursuant to resolution dated December 2, 2017 as passed by
our Board.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹ 500,000 on a net basis. However, the initial Allotment to
an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000
(which will be less Employee Discount). Only in the event of under-subscription in the
Employee Reservation Portion post the initial allotment, such unsubscribed portion may
be Allotted on a proportionate basis to Eligible 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 (which will be less Employee Discount).
^Subject to finalisation of Basis of Allotment
Escrow Account No-lien and non-interest bearing account opened with the Escrow Collection Banks and
in whose favour the Bidders (excluding the ASBA Bidders) will transfer money through
direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid
First Bidder Bidder whose name shall be mentioned 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 The lower end of the Price Band, at or above which the Offer Price and the Anchor
Investor Offer Price was finalised and below which no Bids were accepted
Fresh Issue The fresh issue of 5,529,685^ Equity Shares aggregating to ₹ 4,746.63^ million by our
Company.
^Subject to finalisation of Basis of Allotment

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Term Description
General Information The General Information Document prepared and issued in accordance with the circular
Document/GID (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified
pursuant to the circulars (CIR/CFD/POLICYCELL/III/2015) dated November 10, 2015
and SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and included in “Offer
Procedure” on page 503
IDFC IDFC Bank Limited
Maximum RIB Allottees Maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIBs by the
minimum Bid Lot, subject to valid Bids being received at or above the Offer Price
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 69,439 Equity Shares
which was madeavailable for allocation to Mutual Funds only
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Offer The Offer less Employee Reservation Portion.
Net Offer Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses
For further information about use of the Net Offer Proceeds and the Offer expenses, see
“Objects of the Offer” on page 86
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidder/NIBs All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees and
who have Bid for Equity Shares for an amount more than ₹200,000 (but not including
NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of 1,040,230
Equity Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes a non-resident
Indian, FPIs and FVCIs
Offer The public issue of 6,984,865^ Equity Shares of face value of ₹10 each for cash at a
price of ₹ 859 each, aggregating to ₹ 5,995.74^ million comprising the Fresh Issue and
the Offer for Sale. The Offer comprises the Net Offer and the Employee Reservation
Portion
^Subject to finalisation of Basis of Allotment
Offer Agreement The agreement dated September 29, 2017 among our Company, the Promoter Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer
Offer for Sale The offer for sale of 1,455,180^ Equity Shares by Promoter Selling Shareholders at the
Offer Price aggregating to ₹ 1,249.11^ million in terms of the Red Herring Prospectus,
comprising of offer for sale of 727,590^ Equity Shares aggregating to ₹ 624.56^ million
by Jasbir Singh and of 727,590^ Equity Shares aggregating to ₹ 624.56^ million by
Daljit Singh
^Subject to finalisation of Basis of Allotment
Offer Price ₹ 859 per Equity Share, final price at which Equity Shares will be Allotted to Bidders
other than Anchor Investors. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Offer Price in terms of the Red Herring Prospectus. An Employee
Discount of up to 9.90% (equivalent of ₹ 85) on the Offer Price, was offered by our
Company and the Promoter Selling Shareholders, in consulation with the BRLMs to
Eligible Employees Bidding in the Employee Reservation Portion , subject to the Bid
Amount not exceeding ₹ 500,000.
The Offer Price was decided by our Company and the Promoter Selling Shareholders,
in consultation with the BRLMs on the Pricing Date
Offer Proceeds The proceeds of the Offer that are available to our Company and the Promoter Selling
Shareholders
Price Band Price band of a minimum price of ₹ 855 per Equity Share (Floor Price) and the
maximum price of ₹ 859 per Equity Share (Cap Price) The Price Band and the minimum

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