Latent View Analytics Limited - Nse

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RED HERRING PROSPECTUSDated: October 29, 2021Please read Section 32 of the Companies Act, 2013100% Book Built OfferLATENT VIEW ANALYTICS LIMITEDOur Company was incorporated as Latent View Analytics Private Limited on January 3, 2006, at Chennai, Tamil Nadu as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issuedby the Registrar of Companies, Tamil Nadu at Chennai. Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the EGM held on June 18, 2021, and the name ofour Company was changed to Latent View Analytics Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the Registrar of Companies, Tamil Nadu at Chennai on July16, 2021. For details of change in name and Registered Office of our Company, see “History and Certain Corporate Matters” on page 157.Registered and Corporate Office: 5th Floor, Neville Tower, Unit 6,7 and 8, Ramanujan IT City, Rajiv Gandhi Salai, Taramani, Chennai- 600113, Tamil Nadu, India; Tel: 91 044 4344 1700Website: www.latentview.com; Contact Person: Kesavan VR, Company Secretary and Compliance Officer; E-mail: investorcare@latentview.comCorporate Identity Number: U72300TN2006PLC058481OUR PROMOTERS: ADUGUDI VISWANATHAN VENKATRAMAN AND PRAMADWATHI JANDHYALAINITIAL PUBLIC OFFER OF UP TO [ ] EQUITY SHARES OF FACE VALUE OF 1 EACH (“EQUITY SHARES”) OF LATENT VIEW ANALYTICS LIMITED (THE “COMPANY” OR THE “ISSUER”) FORCASH AT A PRICE OF [ ] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [ ] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO 6,000.00 MILLION (THE “OFFER”)COMPRISING A FRESH ISSUE OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO 4,740.00 MILLION BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF [ ] EQUITYSHARES AGGREGATING UP TO 1,260.00 MILLION BY THE SELLING SHAREHOLDERS (THE “OFFER FOR SALE”) COMPRISING [ ] EQUITY SHARES AGGREGATING UP TO 601.45 MILLIONBY ADUGUDI VISWANATHAN VENKATRAMAN (“THE PROMOTER SELLING SHAREHOLDER”), [ ] EQUITY SHARES AGGREGATING UP TO 235.20 MILLION BY GOPINATH KOTEESWARAN,[ ] EQUITY SHARES AGGREGATING UP TO 350.00 MILLION BY RAMESH HARIHARAN, [ ] EQUITY SHARES AGGREGATING UP TO 38.68 MILLION BY SUBRAMANIAN RAMACHANDRAN, [ ]EQUITY SHARES AGGREGATING UP TO 11.90 MILLION BY DIVYA BALAKRISHNAN, [ ] EQUITY SHARES AGGREGATING UP TO 11.48 MILLION BY RAJKUMAR KALIYAPERUMAL, [ ]EQUITY SHARES AGGREGATING UP TO 7.35 MILLION BY PRIYA BALAKRISHNAN, [ ] EQUITY SHARES AGGREGATING UP TO 3.94 MILLION BY NAVIN LOGANATHAN (GOPINATHKOTEESWARAN, RAMESH HARIHARAN, SUBRAMANIAN RAMACHANDRAN, DIVYA BALAKRISHNAN, RAJKUMAR KALIYAPERUMAL, PRIYA BALAKRISHNAN, AND NAVIN LOGANATHANTOGETHER, REFERRED TO AS THE “OTHER SELLING SHAREHOLDERS, AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, REFERRED TO AS THE “SELLINGSHAREHOLDERS”AND SUCH EQUITY SHARES, THE “OFFERED SHARES”). THE OFFER SHALL CONSTITUTE [ ] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE OFFER INCLUDES A RESERVATION OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO 60.00 MILLION (CONSTITUTING UP TO [ ]% OF THE POST-ISSUE PAID-UP EQUITY SHARECAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTERREFERRED TO AS “NET OFFER”. THE OFFER AND NET OFFER SHALL CONSTITUTE [ ]% AND [ ]%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OURCOMPANY. OUR COMPANY IN CONSULTATION WITH THE BRLMs, MAY OFFER A DISCOUNT OF UP TO [ ] OF THE ISSUE PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEERESERVATION PORTION (“EMPLOYEE DISCOUNT”).THE FACE VALUE OF EQUITY SHARES IS 1 EACH. THE OFFER PRICE IS [ ] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, EMPLOYEE DISCOUNT, AND THE MINIMUMBID LOT SHALL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONALDAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER AND CHENNAI EDITION OF MAKKAL KURAL, A TAMIL DAILY NEWSPAPER (TAMIL BEING THEREGIONAL LANGUAGE OF TAMIL NADU, WHERE OUR REGISTERED OFFICE IS LOCATED) EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFEROPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCKEXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the total Bid/ Offer Period not exceeding 10 WorkingDays. In cases of force majeure, banking strike or similar circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of three WorkingDays, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, byissuing a public notice, and by indicating the change on the respective websites of the BRLMs and by intimation to the Designated Intermediaries and the Sponsor Bank, as applicable.The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and incompliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75 % of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), providedthat our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“AnchorInvestor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIBPortion (excluding Anchor Investor Portion) (“Net QIB Portion”) shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on aproportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balanceEquity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer shall be available for allocationon a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bidsbeing received at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them ator above the Offer Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts,and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extentof respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 301 of this Red Herring Prospectus.RISKS IN RELATION TO THE FIRST OFFERThis being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 1 each. The Floor Price, Cap Price and OfferPrice (determined by our Company in consultation with the BRLMs and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process), should not be taken to be indicative of themarket price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded afterlisting.GENERAL RISKInvestments 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 toread 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. TheEquity 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 Red Herring Prospectus.Specific attention of the investors is invited to “Risk Factors” on page 24.ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the contextof the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly heldand that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further,the Selling Shareholder(s) accepts responsibility for and confirms that the statements specifically made or confirmed by such Selling Shareholder(s) in this Red Herring Prospectus to the extent of information specificallypertaining to itself and the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect.LISTINGThe Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Sharespursuant to their letters each dated September 2, 2021. For the purposes of the Offer, the Designated Stock Exchange shall be BSE. A signed copy of this Red Herring Prospectus and the Prospectus shall be filed with the RoCin accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/ Offer Closing Date,see “Material Contracts and Documents for Inspection” on page 336.BOOK RUNNING LEAD MANAGERS TO THE OFFERREGISTRAR TO THE OFFERAxis Capital Limited1st floor, Axis HouseC-2 Wadia International CentreP.B. Marg, WorliMumbai 400 025Maharashtra, IndiaTel: 91 22 4325 2183E-mail: latentview.ipo@axiscap.inWebsite: www.axiscapital.co.inInvestor Grievance ID: complaints@axiscap.inContact Person: Simran Gadh/Pavan NaikSEBI Registration Number: INM000012029BID/ OFFER OPENS ON(1)ICICI Securities LimitedICICI Venture House,Appasaheb Marathe Marg,Prabhadevi, Mumbai - 400 025Tel: 91 22 6807 7100E-mail: latentview.ipo@icicisecurities.comWebsite: www.icicisecurities.comInvestor Grievance email:customercare@icicisecurities.comContact Person: Sameer Purohit/ Monank MehtaSEBI Registration No.: INM000011179Haitong Securities India Private Limited1203A, Tower 2A, Floor 12AOne World Center841 Senapati Bapat Marg, Elphinstone RoadMumbai 400 013Maharashtra, IndiaTel: 91 22 4315 6857E-mail: latentview.ipo@htisec.comWebsite: www.htisec.com/en-us/haitong-indiaInvestor Grievance e-mail:india.compliance@htisec.comContact Person: Yashi Nangalia/ Aman KediaSEBI Registration No.: INM000012045BID/ OFFER SCHEDULEWEDNESDAY, NOVEMBER 10, 2021(1)BID/ OFFER CLOSES ONLink Intime India Private LimitedC-101, 1st Floor247 ParkLal Bahadur Shastri MargVikhroli (West)Mumbai 400 083Maharashtra, IndiaTel: 91 22 4918 6200E-mail: latentview.ipo@linkintime.co.inWebsite: www.linkintime.co.inInvestor grievance e-mail:latentview.ipo@linkintime.co.inContact Person: Shanti GopalkrishnanSEBI Registration No.: INR000004058FRIDAY, NOVEMBER 12, 2021Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to theBid/ Offer Opening Date.

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TABLE OF CONTENTSSECTION I: GENERAL . 1DEFINITIONS AND ABBREVIATIONS . 1OFFER DOCUMENT SUMMARY . 12CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCYOF PRESENTATION . 20FORWARD-LOOKING STATEMENTS . 23SECTION II: RISK FACTORS . 24SECTION III: INTRODUCTION. 54THE OFFER . 54SUMMARY OF FINANCIAL INFORMATION . 56GENERAL INFORMATION . 61CAPITAL STRUCTURE . 68OBJECTS OF THE OFFER . 81BASIS FOR OFFER PRICE . 91STATEMENT OF SPECIAL TAX BENEFITS . 94SECTION IV: ABOUT OUR COMPANY . 101INDUSTRY OVERVIEW . 101OUR BUSINESS . 129KEY REGULATIONS AND POLICIES . 152HISTORY AND CERTAIN CORPORATE MATTERS . 157OUR MANAGEMENT . 163OUR PROMOTERS AND PROMOTER GROUP . 179OUR GROUP COMPANIES . 181DIVIDEND POLICY. 182SECTION V: FINANCIAL INFORMATION . 183FINANCIAL INFORMATION . 183OTHER FINANCIAL INFORMATION . 242RELATED PARTY TRANSACTIONS . 244MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 245CAPITALISATION STATEMENT . 273FINANCIAL INDEBTEDNESS . 274SECTION VI: LEGAL AND OTHER INFORMATION . 276OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS . 276GOVERNMENT AND OTHER APPROVALS . 279OTHER REGULATORY AND STATUTORY DISCLOSURES . 281SECTION VII: OFFER INFORMATION . 293TERMS OF THE OFFER . 293OFFER STRUCTURE . 298OFFER PROCEDURE . 301RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES. 316SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION . 318SECTION IX: OTHER INFORMATION . 336MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION . 336

SECTION I: GENERALDEFINITIONS AND ABBREVIATIONSThis Red Herring 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 beto such legislation, act, regulation, rules, guidelines, or policies as amended, supplemented, or re-enacted 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 Red Herring Prospectus but not defined herein shall have, to the extent applicable, thesame meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Actand the rules and regulations made thereunder.Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Regulations and Policies”, “Statement of SpecialTax Benefits”, “Financial Information”, “Basis for Offer Price”, “History and Certain Corporate Matters”, “FinancialIndebtedness”, “Other Regulatory and Statutory Disclosures”, “Outstanding Litigation and Material Developments”,“Description of Equity Shares and Terms of Articles of Association” and “Offer Procedure” on pages 101, 152, 94, 183, 91,157, 274, 281, 276, 318, and 301, respectively, shall have the meaning ascribed to them in the relevant section.General TermsTermDescription“our Company”, “the Company”, Latent View Analytics Limited, a company incorporated under the Companies Act, 1956 and having“the Issuer”its Registered Office at 5th Floor, Neville Tower, Unit 6,7 and 8, Ramanujan IT City, Rajiv GandhiSalai, Taramani, Chennai- 600113, Tamil Nadu“we”, “us” or “our”Unless the context otherwise indicates or implies, refers to our CompanyCompany Related TermsTerm“Articles of Association” or“AoA”Audit Committee“Auditors” or “StatutoryAuditors”“Board” or “Board of Directors”ChairmanCFODescriptionArticles of association of our Company, as amendedThe audit committee of our Company, constituted in accordance with the applicable provisions of theCompanies Act, 2013 and the Listing Regulations and as described in “Our Management” on page 169B S R & CO. LLP, Chartered Accountants, current statutory auditors of our CompanyBoard of directors of our Company, as appointed from time to timeChairman of the Board, as determined in accordance with AoAChief Financial Officer of the Company, namely Rajan Bala Venkatesan, as described in “OurManagement” on page 177Corporate Social ResponsibilityThe corporate social responsibility committee of our Company constituted in accordance with theCommitteeapplicable provisions of the Companies Act, 2013 and as described in “Our Management” on page 173“CompanySecretaryand Company Secretary cum Compliance Officer namely Kesavan V R, as described in “Our Management”Compliance Officer” or “CS”on page 177Director(s)The directors on the Board of our Company, as described in “Our Management” on page 163Equity SharesEquity shares of our Company of face value of 1 eachExecutive DirectorsExecutive Directors of our Company, as described in “Our Management” on page 163Independent DirectorsIndependent Directors on the Board, as disclosed in “Our Management” on page 163IPO CommitteeThe IPO committee of our Company as described in “Our Management” on page 173Key Managerial Personnel orKey managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDRKMPRegulations as disclosed in “Our Management” on page 177LV TrademarksTrademark and wordmark, as mentioned below, registered by our Material Subsidiary, LatentViewAnalytics Corporation with United States Patent and Trademark Office:TrademarkWordmarkMateriality PolicyMaterial Subsidiary(ies)The policy adopted by our Board on August 5, 2021 for identification of group companies, materialoutstanding litigation proceedings, and outstanding dues to material creditors, in accordance with thedisclosure requirements under the SEBI ICDR RegulationsLatentView Analytics Corporation1

TermDescription“Memorandum of Association”Memorandum of association of our Company, as amendedor “MoA”Nomination and Remuneration Nomination and remuneration committee of our Company, constituted in accordance with the applicableCommitteeprovisions of the Companies Act, 2013 and the Listing Regulations and as described in “OurManagement” on page 171Non-Executive DirectorA Director not being an Executive Director, as described in “Our Management” on page 163Other Selling ShareholdersGopinath Koteeswaran, Ramesh Hariharan, Subramanian Ramachandran, Divya Balakrishnan,Rajkumar Kaliyaperumal, Priya Balakrishnan, Navin LoganathanPromotersOur Promoters, namely, Adugudi Viswanathan Venkatraman and Pramadwathi JandhyalaPromoter GroupEntities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBIICDR Regulations, as disclosed in “Our Promoters and Promoter Group” on page 179Promoter Selling ShareholderAdugudi Viswanathan VenkatramanRegistered and Corporate Office Registered and corporate office of our Company located at 5th Floor, Neville Tower, Unit 6,7 and 8,Ramanujan IT City, Rajiv Gandhi Salai, Taramani, Chennai- 600113, Tamil Nadu“Registrar of Companies” orRegistrar of Companies, Tamil Nadu at Chennai“RoC”“Restated Consolidated Financial Our restated summary statements of assets and liabilities as at June 30, 2021 and June 30, 2020, and asInformation”at March 31, 2021, March 31, 2020, and March 31, 2019 and the restated statements of profit and loss(including other comprehensive income), cash flow statement and changes in equity for the three monthsended June 30, 2021 and June 30, 2020 and for the years ended March 31, 2021, March 31, 2020 andMarch 31, 2019 of the Company together with the summary statement of significant accounting policies,and other explanatory information thereon, derived from audited financial statements as at and for theyears ended March 31, 2021, March 31, 2020 and March 31, 2019 and special purpose audited financialstatements as at and for the three month period ended June 30, 2021 and June 30, 2020 prepared inaccordance with Ind AS, and restated in accordance with the SEBI ICDR Regulations and the GuidanceNote on “Reports in Company Prospectuses (Revised 2019)” issued by ICAISecretarial AuditorsM/s IC Universal Legal, Practising Company SecretariesSelling ShareholdersTogether, the Promoter Selling Shareholder and the Other Selling ShareholdersShareholdersShareholders of our CompanyStakeholders’Relationship The stakeholders’ relationship committee of our Company, constituted in accordance with theCommitteeapplicable provisions of the Companies Act, 2013 and the Listing Regulations and as described in “OurManagement” on page 172Subsidiariesorindividually Subsidiaries of our Company, namely:known as Subsidiary(i)LatentView Analytics Corporation(ii)LatentView Analytics UK Limited(iii)LatentView Analytics Pte. Limited(iv)LatentView Analytics B.V.(v)LatentView Analytics GmbHOffer Related TermsTermAcknowledgement Slip“Allot” or “Allotment”“Allotted”Allotment AdviceorAllotteeAnchor InvestorAnchor Investor Allocation PriceAnchorFormInvestorApplicationAnchor Investor Bid/Offer PeriodDescriptionThe slip or document issued by a Designated Intermediary to a Bidder as proof of registration of the Bidcum Application FormUnless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue andtransfer of Offered Shares pursuant to the Offer for Sale to the successful BiddersNote or advice or intimation of Allotment sent to the successful Bidders who are to be Allotted theEquity Shares after the Basis of Allotment has been approved by the Designated Stock ExchangeA successful Bidder to whom the Equity Shares are AllottedA Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with therequirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bidfor an amount of at least 100 millionPrice at which Equity Shares will be allocated to Anchor Investors in terms of this Red HerringProspectus and the Prospectus, which will be decided by our Company in consultation with the BRLMsduring the Anchor Investor Bid/Offer PeriodApplication form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and whichwill be considered as an application for Allotment in terms of this Red Herring Prospectus andProspectusOne Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall besubmitted prior to and after which the BRLMs will not accept any Bids from Anchor Investor andallocation to Anchor Investors shall be completed2

TermAnchor Investor Offer PriceDescriptionFinal price at which the Equity Shares will be Allotted to Anchor Investors in terms of this Red HerringProspectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higherthan the Cap Price.The Anchor Investor Offer Price will be decided by our Company in consultation with the BRLMsDate mentioned in CAN on which the additional amount being the difference between the Offer Priceand the Anchor Investor Offer Price will be payable by the Anchor Investors.Anchor Investor PortionUp to 60% of the QIB Portion which may be allocated by our Company in consultation with the BRLMs,to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to validBids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, inaccordance with t

E-mail: latentview.ipo@axiscap.in Website: www.axiscapital.co.in Investor Grievance ID: complaints@axiscap.in Contact Person: Simran Gadh/Pavan Naik SEBI Registration Number: INM000012029 ICICI Securities Limited ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025 Tel: 91 22 6807 7100