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Draft Prospectus Dated: January 18, 2017 Please read Section 26 of Companies Act, 2013 (To be updated upon ROC filing) 100% Fixed Price Issue

SHRI RAM SWITCHGEARS LIMITED Our Company was incorporated as Shri Ram Switchgears Private Limited under the provisions of the Companies Act, 1956 vide certificate of incorporation dated September 06, 1985 in Gwalior, M.P. Subsequently, the name of the company was changed to Shri Ram Switchgears Limited pursuant to conversion into a public company vide Shareholders’ approval on December 14, 2016 and fresh certificate of incorporation dated January 03, 2017. The Corporate Identification Number of Our Company is U31200MP1985PLC003026. For details of change in registered office of our Company please refer to chapter titled “Our History and Certain Other Corporate Matters” beginning on page 136 of this Draft Prospectus. Registered Office: Shri Ram Bhawan, Goushala Road, Ratlam, Madhya Pradesh - 457001 Tel No.: +91 7412 235554; Fax No.: +91 7412 231095; E-mail: [email protected]; Website: www.shriramswitchgears.com Contact Person: Mr. Naresh Kumar Jhalani Promoters of our Company: Mr. Nilesh Kumar Jhalani, Mr. Rohit Kumar Jhalani and Mr. Devraj Jhalani THE ISSUE PUBLIC ISSUE OF 26,70,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP OF SHRI RAM SWITCHGEARS LIMITED (“SHRIRAM” OR “SRSL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 19/- PER EQUITY SHARE (THE “ISSUE PRICE”) (INCLUDING SHARE PREMIUM OF Rs. 9/- PER EQUITY SHARE) AGGREGATING Rs. 507.30 LAKHS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 1,38,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 25,32,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.67% AND 25.29% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS Rs. 10/- EACH. THE ISSUE PRICE IS RS. 19/-. THE ISSUE PRICE IS 1.90 TIMES THE FACE VALUE. THIS ISSUE IS BEING IN TERMS OF CHAPTER XB OF THE SEBI (ICDR) REGULATIONS, 2009 (AS AMENDED FROM TIME TO TIME) For further details please refer to “Section VII - Issue Information” beginning on Page 238 of this Draft Prospectus. All potential investors shall participate in the Issue through Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to “Issue Procedure” on page 244 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of 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 Rs. 10/- and the Issue Price is 1.90 times of the face value. The Issue Price (as determined and justified by the Company and the Lead Manager as stated under chapter titled “Basis for Issue Price” beginning on page 96 of this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this 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 this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares 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 Draft Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 19 of this Draft Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in this Draft 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 Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Prospectus are proposed to be listed on the NSE Emerge Platform. Our Company has received an approval letter dated [
] from NSE for using its name in this offer document for listing of our Equity Shares on the NSE Emerge Platform. For the purpose of this Issue, the Designated Stock Exchange will be the NSE Limited (“NSE”).

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SARTHI CAPITAL ADVISORS PRIVATE LIMITED Unit No. 411, 4th Floor, Pratap Bhawan, 5, Bahadurshah Zafar Marg, New Delhi – 110002 Tel: (011) 23739425/26/ Fax: (011) 23739424 Investor Grievance Email: [email protected] Website: www.sarthi.in Contact Person: Mr. Anand Lakhotia SEBI Registration No.: INM

BIGSHARE SERVICES PRIVATE LIMITED E2 Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri East, Mumbai- 400072 Tel: +91 22 40430200 Fax: +91 22 28475207 Email: [email protected] Website: www.bigshareonline.com Contact Person: Mr. Srinivas Dornala SEBI Registration No: INR ISSUE PROGRAMME ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]

CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS…………………………………………………………………………..

• SECTION I – GENERAL ………………………………………………………………………………
• DEFINITION AND ABBREVIATIONS………………………………………………………………...
• PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA……………………………
• FORWARD - LOOKING STATEMENTS………………………………………………………………
• SECTION II - RISK FACTORS ……………………………………………………………………….
• SECTION III – INTRODUCTION …………………………………………………………………….
• SUMMARY OF OUR INDUSTRY……………………………………………………………………...
• SUMMARY OF OUR BUSINESS………………………………………………………………………
• SUMMARY OF FINANCIAL STATEMENTS…………………………………………………………
• THE ISSUE……………………………………………………………………………………………….
• GENERAL INFORMATION…………………………………………………………………………….
• CAPITAL STRUCTURE………………………………………………………………………………...
• OBJECTS OF THE ISSUE……………………………………………………………………………….
• BASIS FOR ISSUE PRICE………………………………………………………………………………
• STATEMENT OF TAX BENEFITS……………………………………………………………………..
• SECTION IV – ABOUT THE COMPANY ……………………………………………………………
• OUR INDUSTRY………………………………………………………………………………………...
• OUR BUSINESS…………………………………………………………………………………………
• KEY INDUSTRY REGULATION AND POLICIES……………………………………………………
• OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS………………………………...
• OUR MANAGEMENT…………………………………………………………………………………..
• OUR PROMOTERS AND PROMOTER GROUP……………………………………………………
• OUR GROUP ENTITIES………………………………………………………………………………...
• RELATED PARTY TRANSACTIONS………………………………………………………………….
• DIVIDEND POLICY……………………………………………………………………………………..
• SECTION V – FINANCIAL INFORMATION ………………………………………………………
• FINANCIAL STATEMENT, AS RESTATED…………………………………………………………..
• SECTION VI – LEGAL AND OTHER INFORMATION …………………………………………...
• OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS…………………………….
• GOVERNMENT AND OTHER STATUTORY APPROVALS…………………………………………
• OTHER REGULATORY AND STATUTORY DISCLOSURES……………………………………….
• SECTION VII – ISSUE INFORMATION …………………………………………………………….
• TERMS OF THE ISSUE…………………………………………………………………………………
• ISSUE STRUCTURE…………………………………………………………………………………….
• ISSUE PROCEDURE…………………………………………………………………………………….
• RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES……………………………
• SECTION VIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION ………………………
• SECTION IX – OTHER INFORMATION ……………………………………………………………
• MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION………………………………...
• DECLARATION………………………………………………………………………………………….

SECTION – I GENERAL INFORMATION

DEFINITIONS AND ABBREVIATIONS

In this Draft Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith.

Company Related Terms

Term Description

Articles or Articles of Association or AOA

The articles of association of our Company, as amended from time to time

Auditor or Statutory Auditor

The Auditor of the Company being M/s KVNG & Associates, Chartered Accountants, having their office at 55, Murai Mohalla, Sanyogitaganj, Indore, Madhya Pradesh - 452001

Bankers to our Company

Lead Banker :- UCO Bank

Consortium Bankers :- Oriental Bank of Commerce, Bank of Maharashtra and IDBI Bank Ltd

“Board” or “Board of Directors” or “our Board”

The Board of Directors of our Company, as duly constituted from time to time, or committee(s) thereof

Company Secretary and Compliance Officer Ms. Garima Mahalaha

Director(s) The Director(s) of our Company, unless otherwise specified

Equity Shares Equity Shares of our Company of face value of Rs.10/-each

Equity Shareholders Persons holding equity shares of our Company

Group Companies

Companies which are covered under the applicable accounting standards and other companies as considered material by our Board, and disclosed in the chapter titled “Our Group Entities” beginning on page 166 of this Draft Prospectus..

Memorandum of Association or Memorandum or MOA

The Memorandum of Association of our Company, as amended from time to time.

“Promoters” or “our Promoters” Promoters of our company being Mr. Nilesh Kumar Jhalani, Mr. Rohit Kumar Jhalani and Mr. Devraj Jhalani

Promoter Group

Includes such persons and entities constituting our promoter group in terms of Regulation 2(zb) of the SEBI (ICDR) Regulations and a list of which is provided in the chapter titled “Our Promoter and Promoter Group” beginning on page 162 of this Draft Prospectus.

Registered Office The Registered Office of our Company located at Shri Ram Bhawan, Goushala Road, Ratlam, Madhya Pradesh - 457001

RoC Registrar of Companies, Gwalior, Madhya Pradesh

“Shri Ram Switchgears Limited”, or “SRIRAM”, or “SRSL” or “the Company”, or “our Company” or “we”, “us”, or “our” and the “Issuer Company”.

Shri Ram Switchgears Limited, a public limited company incorporated under the provisions of the Companies Act, 1956.

Issue Related Terms

Term Description

Allocation / Allocation of Equity Shares

The Allocation of Equity Shares of our Company pursuant to Fresh Issue of Equity Shares to the successful Applicants

Allotment/ Allot/ Allotted Issue an allotment of Equity Shares of our Company pursuant to Fresh Issue of the Equity Shares to the successful Applicants

Allottee(s) Successful Applicants to whom Equity Shares of our Company shall have been allotted

Applicant

Any prospective investor who makes an application for Equity Shares of our Company in terms of this Draft Prospectus.

Application Amount The amount at which the Applicant makes an application for Equity Shares of our Company in terms of this Draft Prospectus.

Application Form The Form in terms of which the prospective investors shall apply for our Equity Shares in the Issue.

ASBA/ Application Supported by Blocked Amount.

Applications Supported by Blocked Amount (ASBA) means an application for Subscribing to the Issue containing an authorization to block the application money in a bank account maintained with SCSB.

ASBA Account

Account maintained with SCSBs which will be blocked by such SCSBs to the extent of the Application Amount.

ASBA Application Location(s)/ Specified Cities

Locations at which ASBA Applications can be uploaded by the SCSBs, namely [
].

ASBA Investor/ASBA applicant

Any prospective investor(s)/applicants(s) in this Issue who apply (ies) through the ASBA process.

Banker(s) to the Issue/ Public Issue Bank(s).

The banks which are clearing members and registered with SEBI as Banker to an Issue with whom the Public Issue Account will be opened and in this case being [
].

Basis of Allotment

The basis on which Equity Shares will be Allotted to the successful Applicants under the Issue and which is described under chapter titled “ Issue Procedure ” beginning on page 244 of this Draft Prospectus.

Term Description

Issue Closing Date The date on which Issue closes for subscription

Issue Opening Date The date on which Issue opens for subscription

Issue Period

The period between the Issue Opening Date and the Issue Closing Date inclusive of both the days during which prospective Investors may submit their application.

Issue Price

The price at which the Equity Shares are being issued by our Company under this Draft Prospectus being Rs. 19/- per Equity Share of face value of Rs.10/- each fully paid

Issue Proceeds Proceeds from the fresh Issue that will be available to our Company, being Rs. 507.30 Lakhs

Listing Agreement

The Equity Listing Agreement to be signed between our Company and the NSE Emerge Platform.

Lead Manager/ LM Lead Manager to the Issue in this case being Sarthi Capital Advisors Private Limited, SEBI Registered Category I Merchant Banker.

Market Making Agreement Market Making Agreement dated January 07, 2017 between our Company, LM and Market Maker

Market Maker

Market Maker appointed by our Company from time to time, in this case being Choice Equity Broking Limited, who has agreed to receive or deliver the specified securities in the market making process for a period of three years from the date of listing of our Equity Shares or for any other period as may be notified by SEBI from time to time.

Market Maker Reservation Portion

The Reserved Portion of 1,38,000 Equity Shares of face value of Rs.10/-each fully paid for cash at a price of Rs. 19/- per Equity Share aggregating Rs. 26. Lakhs for the Market Maker in this Issue.

Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time.

NIF

National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of Government of India published in the Gazette of India

Net Issue

The Issue excluding the Market Maker Reservation Portion of 25,32,000 Equity Shares of face value of Rs. 10/- each fully paid for cash at a price of Rs. 19/- Equity Share aggregating Rs. 481.08 Lakhs by our Company.

Net Proceeds

The Issue Proceeds, less the Issue related expenses, received by the Company. For further information about use of the Issue Proceeds and the Issue expenses, please refer to the chapter titled “Objects of the Issue” beginning on page 91 of this Draft Prospectus.

Term Description

Non-Institutional Investors

All Applicants that are not Qualified Institutional Buyers or Retail Individual Investors and who have Applied for Equity Shares for an amount more than Rs. 2,00,000.

OCB/Overseas Corporate Body

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 as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Issue.

Payment through electronic transfer of funds Payment through NECS, NEFT or Direct Credit, as applicable.

Person/Persons

Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires.

Prospectus The Prospectus, filed with RoC containing, interalia, the issue opening and closing dates and other information.

Public Issue Account

Account opened with the Banker to the Issue/Public Issue Bank i.e. [
] by our Company to receive monies from the Escrow Account and the SCSBs from the bank accounts of the ASBA Applicants on the Designated Date.

Qualified Institutional Buyers or QIBs

QIBs, as defined under the SEBI ICDR Regulations, including public financial institutions as specified in Section 2(72) of the Companies Act, 2013 scheduled commercial banks, mutual fund registered with SEBI, FII and sub-account (other than a sub-account which is a foreign corporate or foreign individual) registered with SEBI, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with Insurance Regulatory and Development Authority, provident fund with minimum corpus of Rs. 2,500 lakhs, pension fund with minimum corpus of Rs. 2,500 lakhs, NIF, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India.

Refund Account (s) Account(s) to which monies to be refunded to the Applicants shall be transferred from the Public Issue Account in case listing of the Equity Shares does not occur

Refund Bank(s) / Refund Banker(s)

Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers to the Issue at which the Refund Accounts will be opened in case listing of the Equity Shares does not occur, in this case being [
].

Registrar /Registrar to the Issue

Registrar to the Issue, in this case being Bigshare Services Private Limited having registered office at E2, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Mumbai– 400072.

Technical and Industry Terms

Term Description

AB Cable Aerial Bunch Cable

ACB Boxes Air Circuit Breaker Boxes

AMP Ampere

CNC Computer Numerical Control

CRGO Cold-Rolled Grain Oriented

EHV Extra High Voltage

EPC Engineering, Procurement, and Construction

HP Horse Power

HRC High Rupturing Capacity

HT High Tension

HV High Voltage

KV Kilo Volt

KVA Kilo Volt Ampere

LT Low Tension

LV Low Voltage

MCB Main Circuit Breaker

MCCB Moulded Case Circuit Breaker

MT Metric Tonne

MVA Mega Volt Ampere

SMC Sheet Moulding Compound

Conventional and General Terms/ Abbreviations

Term Description

A/C Account

Act

The Companies Act, 1956 as amended from time to time, including sections of Companies Act, 2013 wherever notified by the Central Government.

AGM Annual General Meeting

Articles Articles of Association of the Company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act

AS

Accounting Standards as issued by the Institute of Chartered Accountants of India.

A.Y. Assessment Year

ASBA Applications Supported by Blocked Amount

B.Com Bachelors Degree in Commerce

BIFR Board for Industrial and Financial Reconstruction

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CENVAT Central Value Added Tax

CIN Corporate Identification Number

Companies Act Companies Act, 1956 as amended from time to time, including sections of Companies Act, 2013 wherever notified by the Central Government.

CSO Central Statistical Organisation

Depositories

NSDL and CDSL; Depositories registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended from time to time.

Depositories Act The Depositories Act, 1996, as amended from time to time.

DIN Director Identification Number

DP Depository Participant

DP ID Depository Participant’s Identity

DB Designated Branch

ICAI Institute of Chartered Accountants of India

ICSI Institute of Company Secretaries of India

IFRS International financial reporting standards.

Ind AS Indian Accounting Standards

IPC Indian Penal Code

IPO Initial Public Offering

IPR Intellectual Property Right

IT Information Technology

IT Act The Income-tax Act, 1961 as amended from time to time except as stated otherwise.

IT Rules The Income-tax Rules, 1962, as amended from time to time

INR Indian National Rupee

JV Joint venture

KMP

The officers declared as a Key Managerial Personnel and as mentioned in the chapter titled “ Our Management ” beginning on page 148 of this Draft Prospectus.

Ltd. Limited

MBA Master in Business Administration

M.Com Master Degree in Commerce

MD Managing Director

MoU Memorandum of Understanding

MNC Multinational corporation

N/A or NA Not Applicable

NAV Net Asset Value

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

Net Worth

The aggregate of the paid-up share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account

NOC No Objection Certificate

NPV Net Present Value

NR Non-Resident

NRE Account Non-Resident External Account

NRI

Non-Resident Indian, is a person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time.

NRO Account Non-Resident Ordinary Account

NSDL National Securities Depository Limited.

NSE National Stock Exchange of India Limited

p.a. per annum

PAN Permanent Account Number

PAT Profit After Tax

Pvt. Private

PBT Profit Before Tax

P/E Ratio Price Earnings Ratio

POA Power of Attorney

PIO Persons of Indian Origin

QIB Qualified Institutional Buyer

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

Ron Return on Net Worth.

Rs. / INR Indian Rupees

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SCSB Self-Certified Syndicate Bank

UOI Union of India

Venture Capital Fund(s)/ VCF(s)

Venture capital funds as defined and registered with SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended from time to time.

WDV Written Down Value

w.e.f. With effect from

YoY Year over Year

Notwithstanding the following: -

(i) In the section titled ‘Main Provisions of the Articles of Association’ beginning on page 263 of this Draft Prospectus, defined terms shall have the meaning given to such terms in that section;

(ii) In the section titled ‘Financial Statements’ beginning on page 175 of this Draft Prospectus, defined terms shall have the meaning given to such terms in that section;

(iii) In the chapter titled “Statement of Possible Tax Benefits” beginning on page 98 of this Draft Prospectus, defined terms shall have the meaning given to such terms in that chapter.

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to “India” are to the Republic of India and all references to the “Government” are to the Government of India.

FINANCIAL DATA

Unless stated otherwise, the financial data included in this Draft Prospectus are extracted from the restated financial statements of our Company, prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section titled ‘Financial Statements’ beginning on page 175 of this Draft Prospectus. Our restated financial statements are derived from our audited financial statements prepared in accordance with Indian GAAP and the Companies Act, and have been restated in accordance with the SEBI (ICDR) Regulations.

Our fiscal year commences on 1st^ April of each year and ends on 31st^ March of the next year. All references to a particular fiscal year are to the 12 months period ended 31st^ March of that year. In this Draft Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to two decimal points.

There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted to quantify their impact on the financial data included herein and urges you to consult your own advisors regarding such differences and their impact on the Company’s financial data. Accordingly, to what extent, the financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices / Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Prospectus should accordingly be limited.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Prospectus unless otherwise indicated, have been calculated on the basis of the Company’s restated financial statements prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section titled ‘Financial Statements’ beginning on page 175 of this Draft Prospectus.

CURRENCY OF PRESENTATION

In this Draft Prospectus, references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India. All references to “$”, “US$”, “USD”, “U.S. $” or “U.S. Dollars” are to United States Dollars, the official currency of the United States of America.

All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten lakhs’, the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million and ‘billion / bn./ Billions’ means ‘one hundred crores’.

INDUSTRY & MARKET DATA

Unless otherwise stated, Industry & Market data used throughout this Draft Prospectus have been obtained from Care Rating, Central Electricity Authority (CEA) & Indian Electrical and Electronics Manufacturers’ Association, IBEF, Ministry of Power; Ministry of Statistics and power Implementation (MOSPI), CSO; RBI; India Brand Equity Foundation; CARE Ratings; Feedback Consulting portal and India Info Online portal. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Draft Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources.

FORWARD-LOOKING STATEMENTS

This Draft Prospectus contains certain “forward-looking statements”. These forward-looking statements can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or phrases of similar meaning. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results and property valuations to differ materially from those contemplated by the relevant forward looking statement.

Important factors that could cause actual results to differ materially from our expectations include, among others:

• Higher interest outgo on our loans.
• Fluctuations in operating costs;
• Changes in laws and regulations relating to the sectors/areas in which we operate;
• Increased competition in Power Transmission / Distribution Equipment Industry.
• Factors affecting Power Transmission / Distribution Equipment Industry.
• Our ability to successfully implement our growth strategy and expansion plans;
• Any adverse outcome in the legal proceedings in which we are involved;
• Our failure to keep pace with rapid changes in technology;
• Our ability to meet our capital expenditure & working capital expenditure requirements;
• Our ability to attract and retain qualified personnel;
• Conflict of Interest with affiliated companies, the promoter group and other related parties; and
• General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;
• Changes in political and social conditions in India, the monetary and interest rate policies of India and other countries;
• Changes in government policies and regulatory actions that apply to or affect our business;
• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
• The performance of the financial markets in India and globally;
• The occurrence of natural disasters or calamities;
• Other factors beyond our control;
• Our ability to manage risks that arise from these factors.

For a further discussion of factors that could cause our actual results to differ, refer to section titled “Risk Factors” and chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 19 and 209 respectively of this Draft Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.

Future looking statements speak only as of the date of this Draft Prospectus. Neither we, our Directors, Underwriter, Merchant Banker nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the LM and our Company will ensure that investors in India are informed of material developments until the grant of listing and trading permission by the Stock Exchange.

SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. In making an investment decision prospective investors must rely on their own examination of our Company and the terms of this offer including the merits and risks involved. Any potential investor in, and subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India by a legal and regulatory environment in which some material respects may be different from that which prevails in other countries. The risks and uncertainties described in this section are not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to us or that we currently deem immaterial may also have an adverse effect on our business. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. Additionally, our business operations could also be affected by additional factors that are not presently known to us or that we currently consider as immaterial to our operations.

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. To obtain a complete understanding, you should read this section in conjunction with the chapters titled “Our Business” beginning on page 108, “Our Industry” beginning on page 100 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 209 respectively, of this Draft Prospectus as well as other financial information contained herein.

The following factors have been considered for determining the materiality of Risk Factors:

• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively;
• Some events may not be material at present but may have material impact in future.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the Company used in this section is derived from our financial statements under Indian GAAP, as restated in this Draft Prospectus. Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks mentioned herein. For capitalized terms used but not defined in this chapter, refer to the chapter titled “Definitions and Abbreviations” beginning on page 3 of this Draft Prospectus. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.

The risk factors are classified as under for the sake of better clarity and increased understanding:

Risk

Factors

Internal Risk

Factors

Business

Risk

Issue Related

Risk

External

Risk Factors