Hindustan Construction : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated March 12, 2024

For Eligible Equity Shareholders

Please scan this QR code to view this Letter of Offer

HINDUSTAN CONSTRUCTION COMPANY LIMITED

Our Company was incorporated as 'The Hindustan Construction Company Limited' on January 27, 1926 under the Companies Act, 1913, in Mumbai, Maharashtra, pursuant to certificate of incorporation dated January 27, 1926 issued by the Registrar of Companies, Mumbai ("RoC"). Subsequently, the name of our Company was changed to 'Hindustan Construction Company Limited' with effect from October 11, 1991 and a fresh certificate of incorporation consequent upon change of name was issued on October 11, 1991 by the RoC. For details in relation to change in the registered office of the Company, see "General Information" beginning on page 46.

Registered and Corporate Office: Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India

Contact Person: Nitesh Kumar Jha, Company Secretary and Compliance Officer

Tel: + 91 22 2575 1000

E-mail: [e-mail] | Website: www.hccindia.com | Corporate Identity Number: L45200MH1926PLC001228

PROMOTERS OF OUR COMPANY: AJIT GULABCHAND, HINCON HOLDINGS LIMITED, HINCON FINANCE LIMITED, SHALAKA

GULABCHAND DHAWAN AND SHALAKA INVESTMENT PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF HINDUSTAN CONSTRUCTION COMPANY

LIMITED (THE "COMPANY" OR THE "ISSUER") ONLY

ISSUE OF UP TO 166,666,666* FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH OF THE COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹ 21 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 20 PER RIGHTS EQUITY SHARE) AGGREGATING UP TO ₹350 CRORE* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 13 RIGHTS EQUITY SHARES FOR EVERY 118 EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MARCH 16, 2024 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE SEE "TERMS OF THE ISSUE" BEGINNING ON PAGE 368.

*Assuming full subscription. Subject to finalisation of the Basis of Allotment

WILFUL DEFAULTERS OR FRAUDULENT BORROWERS

Neither our Company nor our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers (as defined hereinafter).

GENERAL RISKS

Investment 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 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 securities being offered 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 this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" beginning on page 18 before making an investment in this Issue.

COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer 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 Letter of Offer 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 Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") together with BSE, the "Stock Exchanges"). Our Company has received "in-principle" approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to the Issue through their letters dated February 6, 2024 and January 15, 2024 respectively. Our Company will also make applications to BSE and NSE to obtain trading approvals for the Rights Entitlements as required under the SEBI ICDR Master Circular. For the purposes of the Issue, the Designated Stock Exchange is BSE.

LEAD MANAGER TO THE ISSUE		REGISTRAR TO THE ISSUE
IDBI Capital Markets & Securities Limited		Link Intime India Private Limited
6th Floor, IDBI Tower		C-101, 1st Floor, 247 Park
WTC Complex		L.B.S. Marg, Vikhroli (West)
Cuffe Parade, Mumbai 400 005		Mumbai 400 083
Maharashtra, India		Maharashtra, India
Tel: [phone]		Tel: [phone]
E-mail: [e-mail]		E-mail: [e-mail]
Investor grievance e-mail:[e-mail]		Investor Grievance ID: [e-mail]
Contact person: Ankit Agrawal		Contact Person: Shanti Gopalakrishnan
Website: www.idbicapital.com		Website: www.linkintime.co.in
SEBI registration number: INM000010866		SEBI Registration No.: INR000004058
	ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE FOR ON MARKET		ISSUE CLOSES ON**
	RENUNCIATION*	April 5, 2024
March 26, 2024	April 2, 2024

*Eligible Equity Shareholders are requested to ensure that renunciation through off market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.

**Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

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TABLE OF CONTENTS
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	9
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION	11
FORWARD LOOKING STATEMENTS	13
SUMMARY OF LETTER OF OFFER	14
SECTION II: RISK FACTORS	18
SECTION III: INTRODUCTION	45
THE ISSUE	45
GENERAL INFORMATION	46
CAPITAL STRUCTURE	50
OBJECTS OF THE ISSUE	53
STATEMENT OF SPECIAL TAX BENEFITS	58
SECTION IV: ABOUT OUR COMPANY	61
INDUSTRY OVERVIEW	61
OUR BUSINESS	98
OUR MANAGEMENT	110
SECTION V: FINANCIAL INFORMATION	115
FINANCIAL STATEMENTS	115
ACCOUNTING RATIOS	315
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	317
SECTION VI: LEGAL AND OTHER INFORMATION	344
OUTSTANDING LITIGATION AND DEFAULTS	344
GOVERNMENT AND OTHER APPROVALS	360
MATERIAL DEVELOPMENTS	361
OTHER REGULATORY AND STATUTORY DISCLOSURES	362
SECTION VII: ISSUE INFORMATION	368
TERMS OF THE ISSUE	368
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	391
SECTION VIII: OTHER INFORMATION	392
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	392
DECLARATION	394

(i)

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates, requires or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, clarification or policy shall be to such legislation, act, regulation, rule, guideline, clarification or policy as amended, supplemented, re-enacted, or modified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI LODR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.

The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Provided that terms used in "Summary of Letter of Offer", "Financial Statements", "Industry Overview", "Statement of Special Tax Benefits", "Outstanding Litigations and Defaults", Management's Discussion and Analysis of Financial Condition and Results of Operations and "Terms of the Issue" beginning on pages 14, 115, 61, 58, 344, 317 and 368 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections.

General Terms

Term	Description
"Company", "Our Company", "the	Hindustan Construction Company Limited, a public limited company incorporated under the
Company", "the Issuer" or "HCC"	Companies Act, 1913 and having its Registered and Corporate Office at Hincon House, Lal
	Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India
"We", "Our", "Us", or "our Group"	Unless the context otherwise requires, indicates or implies or unless otherwise specified, our
	Company along with our Subsidiaries, on a consolidated basis

Company Related Terms

	Term		Description
"Articles	of Association" or	Articles of Association of our Company, as amended from time to time
"Articles"
Associates			Evostate AG, Evostate Immobilien AG, Hegias AG, Zurich, Highbar Technocrat Limited and
			MCR Managing Corp. Real Estate AG
Audit Committee		Audit committee of our Board
Audited	Consolidated	Financial	Collectively, Audited Consolidated Financial Statements for the Financial Year 2023 and Audited
Statements			Consolidated Financial Statements for the Financial Year 2022
Audited	Consolidated	Financial	The audited consolidated financial statements of our Company as at and for the year ended March
Statements for the Financial Year	31, 2023 (along with comparative financial statements for the financial year ended March 31,
2023			2022) which comprises the consolidated balance sheet as at March 31, 2023 along with
			comparative balance sheet as at March 31, 2022, prepared in accordance with applicable
			accounting standards, the consolidated statement of profit and loss, including other comprehensive
			income, the consolidated statement of cash flows and the consolidated statement of changes in
			equity for the financial year ended March 31, 2023 and March 31, 2022, and notes to the
			consolidated financial statements, including a summary of significant accounting policies and
			other explanatory information read along with the report dated May 18, 2023 thereon
Audited	Consolidated	Financial	The audited consolidated financial statements of our Company as at and for the year ended March
Statements for the Financial Year	31, 2022 (along with comparative financial statements for the financial year ended March 31,
2022			2021) which comprises the consolidated balance sheet as at March 31, 2022 along with
			comparative balance sheet as at March 31, 2021, prepared in accordance with applicable
			accounting standards, the consolidated statement of profit and loss, including other comprehensive
			income, the consolidated statement of cash flows and the consolidated statement of changes in
			equity for the financial year ended March 31, 2022 and March 31, 2021, and notes to the
			consolidated financial statements, including a summary of significant accounting policies and
			other explanatory information read along with the report dated May 12, 2022 thereon
"Auditors" or "Statutory Auditors"	The current statutory auditors of our Company, being, M/s. Walker Chandiok & Co. LLP,
			Chartered Accountants
"Board of Directors" or "Board" or	The board of directors of our Company or any duly constituted committee thereof
"our Board"
Chief Financial Officer		Chief financial officer of our Company, being Rahul Rao
Directors			Directors on our Board, as may be appointed from time to time
Equity Shares		Fully paid-up equity shares of face value of ₹1 each of our Company

1

Term					Description
ESOP Scheme				HCC Employee Stock Option Scheme, 2008, as amended from time to time
Framework Agreement			Master framework and implementation agreement dated July 20, 2022 entered into amongst our
				Company and certain lenders
Independent Chartered Accountant	S Ramanand Aiyar & Co., Chartered Accountants
Independent Director			A non-executive, independent Director on our Board as on the date of this Letter of Offer appointed
				as per the Companies Act, 2013 and the SEBI LODR Regulations. For details of the Independent
				Directors, see "Our Management" beginning on page 110
Joint Operations				Joint operations of our Group, being:
				1.	Alpine - HCC Joint Venture;
				2.	Alpine - Samsung - HCC Joint Venture;
				3.	HCC - HDC Joint Venture;
				4.	HCC - L&T Purulia Joint Venture;
				5.	HCC - Samsung Joint Venture CC 34;
				6.	HCC - VCCL Joint Venture;
				7.	Kumagai - Skanska - HCC - Itochu Group;
				8.	Nathpa Jhakri Joint Venture; and
				9.	Werkarena Basel AG (in a foreign country)
Joint Venture				Prolific Resolution Private Limited
"Key Managerial	Personnel"	or	Key managerial personnel of our Company determined in accordance with Regulation 2(1)(bb) of
"KMP"				the SEBI ICDR Regulations and as disclosed in "Our Management" beginning on page 110
Material Subsidiary				Steiner AG, Switzerland
"Memorandum of Association"	or	Memorandum of Association of our Company, as amended from time to time
"Memorandum"
Promoters				The promoters of our Company, being Ajit Gulabchand, Hincon Holdings Limited, Hincon
				Finance Limited, Shalaka Gulabchand Dhawan and Shalaka Investment Private Limited. For
				further details, please see "Capital Structure" on page 50
Promoter Group				Unless the context requires otherwise, the promoter group of our Company as determined in
				accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations
"Registered Office"	or "Registered	Registered and corporate office of our Company, situated at Hincon House, Lal Bahadur Shastri
and Corporate Office"			Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India
Rights Issue Committee			The committee of our Board constituted for the purpose of this Issue
"Senior Management Personnel" or	Senior management personnel of our Company, determined in accordance with Regulation
"SMP"				2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in "Our Management" beginning on
				page 110
"Shareholders"	or	"Equity	Holders of the Equity Shares from time to time
Shareholders"
Subsidiaries				Subsidiaries of our Company, being:
					1.	HCC Contract Solutions Limited;
					2.	HCC Infrastructure Company Limited;
					3.	HCC Mauritius Enterprises Limited;
					4.	HCC Mauritius Investment Limited;
					5.	Highbar Technologies Limited;
					6.	HREL Real Estate Limited;
					7.	HRL Township Developers Limited;
					8.	Maan Township Developers Limited;
					9.	Panchkutir Developers Limited; and
					10.	Western Securities Limited.

The step-down Subsidiaries of our Company, being:

1. Badarpur Faridabad Tollway Limited;
2. HCC Aviation Limited;
3. HCC Operations & Maintenance Limited;
4. HCC Realty Limited;
5. HRL (Thane) Real Estate Limited;
6. Manufakt8048 AG;
7. Narmada Bridge Tollway Limited;
8. Nashik Township Developers Limited;
9. Powai Real Estate Developers Limited;
10. Raiganj-DalkholaHighways Limited;
11. Steiner (Deutscheland) GmbH;
12. Steiner AG;
13. Steiner India Limited;
14. Steiner Promotions et Participations SA; and
15. VM & ST AG.

Unaudited Consolidated Financial Collectively, December 2023 Unaudited Consolidated Financial Results and December 2022

2

	Term		Description
Results			Unaudited Consolidated Financial Results
December	2023	Unaudited	The unaudited consolidated financial results of our Company for the nine months ended December
Consolidated Financial Results	31, 2023, which comprises the consolidated statements of profit and loss and other comprehensive
			income for the nine months ended December 31, 2023
December	2022	Unaudited	The unaudited consolidated financial results of our Company for the nine months ended December
Consolidated Financial Results	31, 2022, which comprises the consolidated statements of profit and loss and other comprehensive
			income for the nine months ended December 31, 2022

Issue Related Terms

Term

"Abridged Letter of Offer" or "ALOF"

Additional Rights Equity Shares "Allotment" or "Allot" or "Allotted" Allotment Account

Allotment Account Bank

Allotment Advice

Allotment Date Allottee(s)

"Applicant(s)" or "Investor(s)"

Application

Application Form

Application Money

"Application Supported by Blocked Amount" or "ASBA"

ASBA Account

ASBA Circulars

Banker to the Issue

Banker to the Issue Agreement

Basis of Allotment

CARE

CARE Report

"Controlling	Branches"	or
"Controlling	Branches of	the
SCSBs"

Description

The abridged letter of offer to be sent to the Eligible Equity Shareholders of our Company with respect to the Issue in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act

The Rights Equity Shares applied or allotted under the Issue in addition to the Rights Entitlement Allotment of Rights Equity Shares pursuant to the Issue

The account opened with the Banker to the Issue, into which the amounts blocked by Application Supported by Blocked Amount in the ASBA Account, with respect to successful Applicants will be transferred on the Transfer Date in accordance with Section 40(3) of the Companies Act

Bank which is a clearing member and registered with SEBI as banker to an issue and with whom the Allotment Account will be opened, in this case being ICICI Bank Limited

The note or advice or intimation of Allotment sent to each successful Applicant who has been or is to be Allotted the Rights Equity Shares pursuant to the Issue after approval of the Basis of Allotment by the Designated Stock Exchange

Date on which the Allotment is made pursuant to the Issue

Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue

Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an application for the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer, including an ASBA Investor

Application made through submission of the Application Form or plain paper Application to the Designated Branch(es) of the SCSBs or online/ electronic application through the website of the SCSBs (if made available by such SCSBs) under the ASBA process, to subscribe to the Rights Equity Shares at the Issue Price

Unless the context otherwise requires, an application form used by an Applicant to make an application for the Allotment of Rights Equity Shares in the Issue

Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at the Issue Price

Application (whether physical or electronic) used by Applicant(s) to make an application authorizing the SCSB to block the Application Money in a specified bank account maintained with the SCSB

An account maintained with SCSBs and as specified in the Application Form or plain paper Application, as the case may be, by the Applicant for blocking the amount mentioned in the Application Form or in the plain paper Application

Collectively, SEBI circular bearing reference number SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011, SEBI ICDR Master Circular to the extent it pertains to the rights issue process and any other circular issued by SEBI in this regard and any subsequent circulars or notifications issued by SEBI in this regard

Collectively, Allotment Account Bank and the Refund Bank

Agreement dated March 12, 2024 entered into by and among our Company, the Registrar to the Issue, the Lead Manager and the Banker to the Issue for inter alia collection of the Application Money from Applicants/Investors, transfer of funds to the Allotment Account and where applicable, refunds of the amounts collected from Applicants/Investors, on the terms and conditions thereof

The basis on which the Rights Equity Shares will be Allotted to successful applicants in consultation with the Designated Stock Exchange in the Issue, as described in "Terms of the Issue" beginning on page 368

CARE Analytics and Advisory Private Limited

Report titled "Industry Research Report on Infrastructure sector in India" dated February 2024, issued by CARE and which has been paid for and commissioned by our Company

Such branches of the SCSBs which co-ordinate with the Lead Manager, the Registrar to the Issue and the Stock Exchanges, a list of which is available on the website of SEBI updated from time to time, or at such other website(s) as may be prescribed by the SEBI from time to time

3

Term

Demographic Details

Designated Branch(es)

Depository(ies)

Designated Stock Exchange Draft Letter of Offer

Eligible Equity Shareholder(s)

"Equity Shareholder(s)" or "Shareholders"

FPIs

Fraudulent Borrower Investor(s)

"Issue" or "Rights Issue"

Issue Agreement

Issue Closing Date

Issue Materials

Issue Opening Date

Issue Period

Issue Price

Issue Proceeds

Issue Size

"Lead Manager" or "LM" Letter of Offer

Listing Agreement

Monitoring Agency Monitoring Agency Agreement

Multiple Application Forms

Net Proceeds

Non-Institutional Investors

Off Market Renunciation

On Market Renunciation

Description

Details of Investors including the Investor's address, PAN, DP ID, Client ID, bank account details and occupation, where applicable

Such branches of the SCSBs which shall collect the Applications, as the case may be, used by the Investors and a list of which is available on the website of SEBI and/or such other website(s) as may be prescribed by the SEBI from time to time

NSDL and CDSL or any other depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended from time to time read with the Depositories Act, 1996

BSE Limited

The draft letter of offer dated December 14, 2023 filed with SEBI in accordance with the SEBI ICDR Regulations

Existing Equity Shareholders as on the Record Date. Please note that the investors eligible to participate in the Issue excludes certain overseas shareholders, including any shareholder located in the United States. For further details, see "Notice to Investors" beginning on page 9

Holder(s) of the Equity Shares of our Company

Foreign portfolio investors as defined under the SEBI FPI Regulations

Fraudulent Borrower as defined under Regulations 2(1)(lll) of the SEBI ICDR Regulations

Eligible Equity Shareholder(s) of the Company on the Record Date i.e. March 16, 2024, and the Renouncee(s)

Issue of up to 166,666,666* Rights Equity Shares for cash at a price of ₹ 21 per Equity Share for an amount aggregating up to ₹350 crore* on a rights basis to the Eligible Equity Shareholders of our Company in the ratio of 13 Rights Equity Share for every 118 Equity Shares held by the Eligible Equity Shareholders on the Record Date

*Assuming full subscription. Subject to finalization of the Basis of Allotment.

Issue agreement dated December 14, 2023 between our Company and the Lead Manager, pursuant to which certain arrangements are agreed to in relation to the Issue

April 5, 2024

Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and any other material relating to the Issue

March 26, 2024

The period between the Issue Opening Date and the Issue Closing Date, inclusive of both days, during which Applicants/Investors can submit their Applications, in accordance with the SEBI ICDR Regulations

₹ 21 per Equity Share

The gross proceeds raised through the Issue

The issue of up to 166,666,666* Rights Equity Shares aggregating up to ₹350 crore

*Assuming full subscription. Subject to finalization of the Basis of Allotment.

IDBI Capital Markets &Securities Limited This Letter of Offer dated March 12, 2024

The uniform listing agreement entered into between our Company and the Stock Exchanges in terms of the SEBI LODR Regulations

CARE Ratings Limited

Agreement dated March 12, 2024 entered between our Company and the Monitoring Agency in relation to monitoring of the Issue Proceeds

More than one Application form submitted by an Eligible Shareholder/ Renouncee in respect of the same Rights Entitlements available in their demat account. However, additional applications in relation to additional Rights Equity Shares with/without using additional Rights Entitlements will not be treated as multiple application

Issue Proceeds less the Issue related expenses. For further details, see "Objects of the Issue" beginning on page 53

An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations

The renouncement of Rights Entitlements undertaken by the Investor by transferring them through off market transfer through a depository participant in accordance with the SEBI ICDR Master Circular, circulars issued by the Depositories from time to time and other applicable laws

The renouncement of Rights Entitlements undertaken by the Investor by trading them over the secondary market platform of the Stock Exchanges through a registered stock broker in accordance with the SEBI ICDR Master Circular, circulars issued by the Stock Exchanges from time to time and other applicable laws, on or before April 2, 2024

4

Term

Order Book

Qualified Institutional Buyers or QIBs

Record Date

Refund Bank

Registrar Agreement

"Registrar to the Issue" or "Registrar"

Renouncee(s)

Renunciation Period

Rights Entitlement(s)

Rights Entitlement Letter

Rights Equity Shares

SCSB(s)

Stock Exchanges

Transfer Date

Wilful Defaulter

Working Days

Description

Our order book as of a particular date which comprises the estimated revenues (including escalations) from the unexecuted portion of all our existing contracts

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

Designated date for the purpose of determining the Equity Shareholders eligible to apply for Rights Equity Shares, to be decided prior to filing of this Letter of Offer, being March 16, 2024

The Banker to the Issue with whom the refund account will be opened, in this case being ICICI Bank Limited

Agreement dated December 13, 2023 between our Company and the Registrar to the Issue in relation to the responsibilities and obligations of the Registrar pertaining to this Issue

Link Intime India Private Limited

Any person(s) who has/have acquired Rights Entitlements from the Eligible Equity Shareholders on renunciation in accordance with the SEBI master circular bearing number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023

The period during which the Investors can renounce or transfer their Rights Entitlements which shall commence from the Issue Opening Date. Such period shall close on April 2, 2024 in case of On Market Renunciation. Eligible Equity Shareholders are requested to ensure that renunciation through off market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncee on or prior to the Issue Closing Date

Number of Rights Equity Shares that an Eligible Equity Shareholder is entitled to in proportion to the number of Equity Shares held by the Eligible Equity Shareholder on the Record Date, in this case being 13 Rights Equity Shares for every 118 Equity Shares held by an Eligible Equity Shareholder

Letter including details of Rights Entitlements of the Eligible Equity Shareholders. The Rights Entitlements are also accessible on the website of our Company

Equity Shares of our Company to be Allotted pursuant to the Issue

Self-certified syndicate bank(s) registered with SEBI, which acts as a banker to the Issue and which offers the facility of ASBA. A list of all SCSBs is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or such other website as updated from time to time

Stock exchanges where the Equity Shares are presently listed, i.e., BSE and NSE

The date on which the Application Money blocked in the ASBA Account will be transferred to the Allotment Account in respect of successful Applications, upon finalization of the Basis of Allotment, in consultation with the Designated Stock Exchange

Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations

In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means all days on which commercial banks in Mumbai are open for business. Further, in respect of Issue Period, working day means all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business. Furthermore, the time period between the Issue Closing Date and the listing of Equity Shares on the Stock Exchanges, working day means all trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI

Conventional and General Terms or Abbreviations

Term/Abbreviation

"₹" or "Rs." or "Rupees" or "INR" AIF(s)

AGM Arbitration Act

AS or Accounting Standards

BSE

Category I AIF

Category I FPIs

CBDT

CDSL

Central Government

Description/ Full Form

Indian Rupee

Alternative investment funds, as defined and registered with SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

Annual general meeting

Arbitration and Conciliation Act, 1996, as amended Accounting standards issued by the ICAI

BSE Limited

AIFs who are registered as "Category I Alternative Investment Funds" under the SEBI AIF Regulations

FPIs who are registered as "Category I foreign portfolio investors" under the SEBI FPI Regulations

Central Board of Direct Taxes, Government of India Central Depository Services (India) Limited Central Government of India

5

Term/Abbreviation

CHF

CIN

Civil Code

CIRP

Client ID

Companies Act Companies Act, 1956 Companies Act, 2013 Competition Act

CSR

"CY" or "Calendar year" Depositories Act Depository

DIN

"DP" or "Depository Participant"

DP ID

DPIIT

EBITDA

ECB

EGM

EPS

EUR

FDI FEMA FEMA Rules

"Financial Year" or "Fiscal Year" or "Fiscal" or "FY"

FDI Policy

FIR

FPI

FVCI

GAAP

GDP

GOI Government

GST

"IBC" or "Bankruptcy Code"

ICAI

IFRS

Income Tax Act

Ind AS

India

ISIN

IST

IT

KYC

Description/ Full Form

Confoederatio Helvetica franc (Swiss Franc) Corporate Identity Number

Code of Civil Procedure, 1908 Corporate Insolvency Resolution Process

The client identification number maintained with one of the Depositories in relation to the demat account

Companies Act, 1956 or the Companies Act, 2013, as applicable

The Companies Act, 1956 along with the relevant rules made thereunder The Companies Act, 2013 along with the relevant rules made thereunder The Competition Act, 2002

Corporate Social Responsibility Calendar year ended December 31 Depositories Act, 1996

A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996

Director Identification Number

Depository participant as defined under the Depositories Act Depository Participant's Identification number

Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly Department of Industrial Policy and Promotion)

Earning from continuing operations before tax expense, exceptional items, finance costs, depreciation and amortisation, other income and share of net profit of Associates and Joint Ventures

External Commercial Borrowings Extraordinary general meeting Earnings Per Share

Euro

Foreign direct investment

Foreign Exchange Management Act, 1999

Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Period of 12 months ending March 31 of that particular year

Consolidated Foreign Direct Investment Policy notified by DPIIT through notification dated October 28, 2020 issued by DPIIT, effective from October 15, 2020

First information report

Foreign portfolio investors as defined and registered under the SEBI FPI Regulations

Foreign Venture Capital Investors as defined and registered under the SEBI FVCI Regulations Generally Accepted Accounting Principles in India

Gross domestic product Government of India

Central Government and/ or the State Government, as applicable Goods and services tax

The Insolvency and Bankruptcy Code, 2016

Institute of Chartered Accountants of India

International Financial Reporting Standards issued by the International Accounting Standards Board

Income Tax Act, 1961

Indian Accounting Standards as specified under section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015

Republic of India

International Securities Identification Number Indian Standard Time

Information technology Know your customer

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Term/Abbreviation

MCA

"Mn" or "mn" MoU

"MSME" or "SME" Mutual Fund

NACH

NAV

NCD

NCLT

Net Worth

Non-GAAP Financial Measure

NR

NRE

NRE Account

NRI

NRO

NRO Account

NSDL

NSE

"OCBs" or "Overseas Corporate Body"

OCI

ODI p.a.

P/E Ratio

PAN

PAT

RBI Regulation S RoC

RTGS

SCRA

SCRR

SEBI SEBI Act

SEBI AIF Regulations SEBI BTI Regulations SEBI FPI Regulations SEBI FVCI Regulations SEBI ICDR Regulations

SEBI ICDR Master Circular

SEBI LODR Regulations

Description/ Full Form

Ministry of Corporate Affairs, Government of India Million

Memorandum of understanding Micro, Small and Medium Enterprise

Mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

National Automated Clearing House

Net Asset Value per Equity Share at a particular date computed based on total equity divided by number of Equity Shares

Non-convertible debenture National Company Law Tribunal

Net worth as defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations, i.e., the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation

A financial measure not presented in accordance with generally accepted accounting principles Non-resident or person(s) resident outside India, as defined under the FEMA

Non- Residential External Non-resident external account

A person resident outside India, who is a citizen of India and shall have the same meaning as ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016

Non-Resident Ordinary Non-resident ordinary account National Securities Depository Limited National Stock Exchange of India Limited

A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under FEMA

Overseas Citizen of India Off-shore Derivate Instruments Per annum

Price to Earnings Ratio Permanent Account Number Profit After Tax

Reserve Bank of India

Regulation S under the U.S. Securities Act Registrar of Companies, Maharashtra at Mumbai Real Time Gross Settlement

Securities Contracts (Regulation) Act, 1956

Securities Contracts (Regulation) Rules, 1957

The Securities and Exchange Board of India

The Securities and Exchange Board of India Act, 1992

Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

SEBI master circular bearing number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

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