ABS MARINE SERVICES : Public Issuer Filing)

RED HERRING PROSPECTUS Dated: May 03, 2024 100% Book Built Offer

Please read Section 26 and Section 32 of the Companies Act, 2013

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ABS MARINE SERVICES LIMITED

CORPORATE IDENTITY NUMBER: U71120TN1992PLC023705

REGISTERED OFFICE	CONTACT PERSON	EMAIL ID AND TELEPHONE	WEBSITE
Flat No. 3, Anugraha Foundation, No. 15, Valliammal	Ganesh	Saikrisshna,	Email-id: [e-mail]	www.absmarine.com
Road, Vepery, Chennai - 600007, Tamil Nadu	Company	Secretary and	Tel.: [phone]
	Compliance Officer

OUR PROMOTERS: CAPT. P B NARAYANAN, MS. SHREELATHA NARAYANAN, MS.ARATHI NARAYANAN AND CAPT. JEEVAN

KRISHNAN SANJEEVAN

DETAILS OF THE ISSUE

TYPE	FRESH ISSUE	OFS SIZE (BY	TOTAL ISSUE SIZE		ELIGIBILITY
		NUMBER OF
		SHARES OR BY
		AMOUNT)
TYPE Fresh Issue	65,50,000 equity shares of face value of ₹ 10/- each	Nil	65,50,000 equity shares of	THIS	ISSUE IS	BEING
	("Equity Shares") aggregating up to ₹ [●] lakhs		face value of ₹ 10/- each	MADE	PURSUANT TO
	("Issue")		("Equity	Shares")	229(2)	OF	SEBI (ICDR)
			aggregating up to ₹ [●]	REGULATIONS,	2018,
			lakhs ("Issue")		AS	AMENDED. FOR
					DETAILS	OF	SHARE
					RESERVATION AMONG
					QIBs AND RIIs, see "Issue
					Structure"	beginning on
					page 240

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT APPLICABLE AS

THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public Issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share

is ₹ 10/-. The Floor Price, Cap Price and Offer Price as determined by our Company in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building process, as stated under "Basis for Issue Price" on page 94 should not be considered

to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after Listing.

GENERAL RISK

Investments 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 Equity Shares 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 the contents of this Red Herring Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page 29.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our 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 Issue, which is material in the context of the Issue, 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 the opinions and intentions expressed herein are honestly held and 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.

LISTING

The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the EMERGE platform of National Stock Exchange of India Limited. Our Company has received an 'in principle' approval letter dated April 16, 2024 from National Stock Exchange of India Limited for using its name in this offer

document for listing our shares on the EMERGE Platform of the National Stock Exchange of India Limited. For the purpose of this Offer, the Designated Stock Exchange will be National Stock Exchange of India Limited.

BOOK RUNNING LEAD MANAGER: GYR CAPITAL ADVISORS PRIVATE LIMITED

NAME AND LOGO	CONTACT PERSON	E-MAIL ID AND TELEPHONE
		Telephone: [phone]
	Mr. Mohit Baid	E-mail:[e-mail]
GYR Capital Advisors Private Limited
REGISTRAR TO THE ISSUE: PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
NAME AND LOGO	CONTACT PERSON	E-MAIL ID AND TELEPHONE
		Telephone: [phone] 8810
	Deepali Dhuri	E-mail: [e-mail]
	ISSUE PERIOD
ANCHOR PORTION ISSUE OPENS/CLOSES	BID/OFFER OPENS ON: FRIDAY, MAY	BID/OFFER CLOSES ON : WEDNESDAY, MAY 15,
ON: THURSDAY, MAY 09, 2024*	10, 2024*	2024^

*The Company may, in consultation with the Book Running Lead Manager, 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 the Bid/Offer Opening Date.

^UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date

RED HERRING PROSPECTUS Dated: May 03, 2024 100% Book Built Offer

Please read Section 26 and Section 32 of the Companies Act, 2013

ABS MARINE SERVICES LIMITED

Our Company was originally incorporated as 'ABS Marine Services Private Limited' a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 27, 1992, issued by the Registrar of Companies, Tamil Nadu ("RoC"). Subsequently, the name of the company was changed from ABS Marine Services Private Limited' to 'ABS Marine Services Limited', upon conversion into public company, pursuant to a special resolution passed by the shareholders of our Company on September 27, 2023 and a fresh certificate of incorporation consequent to conversion was issued by the RoC on October 23, 2023. Our Company's Corporate Identity Number is U71120TN1992PLC023705.

Registered Office: Flat No. 3, Anugraha Foundation, No. 15, Valliammal Road, Vepery, Chennai - 600007, Tamil Nadu.; Tel: +,044- 42914135/155; Website:www.absmarine.com

Contact Person: Ganesh SaiKrisshna, Company Secretary and Compliance Officer, E-mail:[e-mail] Identity Number: U71120TN1992PLC023705

OUR PROMOTERS: CAPT. P B NARAYANAN, MS. SHREELATHA NARAYANAN, MS. ARATHI NARAYANAN AND CAPT. JEEVAN KRISHNAN SANJEEVAN

PUBLIC ISSUE OF 65,50,000 EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("EQUITY SHARES") OF ABS MARINE SERVICES LIMITED ("OUR COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹ [●] PER EQUITY SHARE) ("ISSUE PRICE"), AGGREGATING UP TO ₹ [●] LAKHS (THE "ISSUE"). 4,10,000 EQUITY SHARES AGGREGATING TO ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET

MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 61,40,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT AN ISSUE PRICE OF ₹ [•] PER EQUITY SHARE AGGREGATING TO ₹ [•] LAKHS IS HEREINAFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE

NET ISSUE WILL CONSTITUTE 26.68 % AND 25.01 % RESPECTIVELY OF THE POST-ISSUEPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE [●] OF THE RED HERRING PROSPECTUS.

THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED IN ENGLISH EDITION OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND HINDI EDITION OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND TAMIL EDITIONS OF THE TAMIL REGIONAL NEWSPAPER HINDU TAMIL THISAI ,TAMIL BEING THE REGIONAL LANGUAGE OF TAMIL NADU WHERE OUR REGISTERED OFFICE IS LOCATED, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE WITH THE

RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE") FOR THE PURPOSES OF UPLOADING ON ITS WEBSITE IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE "SEBI ICDR REGULATIONS")..

In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of three Working Days, subject to the Bid/ Issue 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, by issuing a press release, and also by indicating the change on the respective websites of the BRLM and at the terminals of the members of the Syndicate and by

intimation to Designated Intermediaries and the Sponsor Bank, as applicable.

This Issue 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 229 of the

SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor 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. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity 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 less than 15.00% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the

Net Issue shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue 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 extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" on page 244 of this

Red Herring Prospectus.

All potential investors (except Anchor Investors) shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the irrespective bank accounts and / or UPI IDs, in case of RIIs, if applicable, 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 244of this Red Herring Prospectus. A copy of the Prospectus will be delivered for registration to the Registrar of Companies as

required under Section 26 of the Companies Act, 2013.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public offer of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share is ₹ 10/-. The Floor Price, Cap Price

and Offer Price as determined by our Company in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building process, as stated under "Basis for Issue Price" on page 94 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance

can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after Listing.

GENERAL RISK

Investments 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 Equity Shares 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 the contents of this Red Herring Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page 29.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our 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 Issue, which is material in the context of the Issue, 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 the opinions and intentions expressed herein are honestly held and 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.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on NSE EMERGE. In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time, our Company has received in-principle approval letter dated April 16, 2024 from National Stock Exchange of India Limited ("NSE") for using its name in this offer document for listing our shares

on the EMERGE Platform of NSE. For the purpose of this Issue, the designated Stock Exchange will be NSE.

BOOK RUNNING LEAD MANAGER

REGISTRAR TO THE ISSUE

GYR Capital Advisors Private Limited	Purva Sharegistry (India) Private Limted
428, Gala Empire, Near JB Tower,	9 Shiv Shakti India, Estt, J.R. Boricha Marg, Lower Parel,
Drive in Road, Thaltej, Ahemdabad-380 054, Gujarat, India.	Mumbai- 400011
Telephone: [phone]	Telephone: [phone] 8810
E-mailId: [e-mail]	Email Id: [e-mail]
Website: www.gyrcapitaladvisors.com	Investor Grievance e-mail: [e-mail]
Investor Grievance e-mailID:[e-mail]	Website: www.purvashare.com
Contact Person: Mohit Baid	Contact Person: Deepali Dhuri
SEBI RegistrationNumber: INM000012810	SEBI registration number: INR000001112
CIN: U67200GJ2017PTC096908	CIN: U67120MH1993PTC074079
ISSUE PROGRAMME
ANCHOR PORTION OFFER OPENS/CLOSES ON: THURSDAY, MAY 09, 2024	BID/OFFER		BID/OFFER CLOSES ON: WEDNESDAY, MAY 15, 2024
	OPENS	ON:
	FRIDAY, MAY 10,
	2024*

*The Company may, in consultation with the Book Running Lead Manager, 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 the Bid/Offer Opening Date.

This page is intentionally left blank

Pursuant to Schedule VI of SEBI (ICDR) Regulations, 2018

3

CONTENTS
SECTION I- GENERAL	5
DEFINITIONS AND ABBREVIATIONS	5
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION	19
FORWARD-LOOKING STATEMENTS	21
SECTION II -SUMMARY OF THE ISSUE DOCUMENT	22
SECTION III - RISK FACTORS	29
SECTION IV - INTRODUCTION	53
THE ISSUE	53
SUMMARY FINANCIAL INFORMATION	55
GENERAL INFORMATION	56
CAPITAL STRUCTURE	69
OBJECTS OF THE ISSUE	82
BASIS FOR ISSUE PRICE	94
STATEMENT OF SPECIAL TAX BENEFITS	100
SECTION V - ABOUT THE COMPANY	102
INDUSTRY OVERVIEW	102
OUR BUSINESS	111
KEY REGULATIONS AND POLICIES	149
HISTORY AND CERTAIN CORPORATE MATTERS	158
OUR MANAGEMENT	164
OUR PROMOTERS AND PROMOTER GROUP	183
OUR GROUP COMPANY	187
DIVIDEND POLICY	194
SECTION VI: FINANCIAL INFORMATION	195
RESTATED FINANCIAL STATEMENTS	195
OTHER FINANCIAL INFORMATION	196
CAPITALISATION STATEMENT	197
FINANCIAL INDEBTEDNESS	198
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	201
SECTION VII: LEGAL AND OTHER INFORMATION	214
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	214
GOVERNMENT AND OTHER APPROVALS	218
OTHER REGULATORY AND STATUTORY DISCLOSURES	221
SECTION VIII: ISSUE RELATED INFORMATION	232
TERMS OF THE ISSUE	232
ISSUE STRUCTURE	240
ISSUE PROCEDURE	244
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	273
SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION	274
SECTION X: OTHER INFORMATION	317
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	317
DECLARATION	319

4

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to 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, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and regulations made thereunder. Further, Issue related terms used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document.

Notwithstanding the foregoing, the terms used in "Industry Overview", "Key Regulations and Policies", "Statement of Special Tax Benefits", "Financial Information", "Basis for Issue Price", "Outstanding Litigation and Material Developments" and "Description of Equity Shares and Terms of the Articles of Association"

beginning on pages 102, 149, 100, 195, 94, 214 and 274, respectively, shall have the meaning ascribed to them in the relevant section.

Company related terms

Term				Description
"our Company", "the	ABS Marine Services Limited (formerly known as ABS Marine Services Private
Company"	or	"the	Limited), a public limited company incorporated in India under the Companies Act,
Issuer"				1956, having its Registered Office at Flat No. 3, Anugraha Foundation, No. 15,
				Valliammal Road, Vepery, Chennai - 600007, Tamil Nadu
"we", "us" or "our"	Unless the context otherwise indicates or implies, refers to our Company.
AoA	/Articles	of	The Articles of Association of our Company, as amended.
Association		or
Articles
Audit Committee		The Audit committee of our Board, constituted in accordance with the applicable
				provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as
				described in "Our Management - Committees of our Board of Directors - Audit
				Committee" on page 164.
Auditors/	Statutory	The statutory auditors of our Company, currently being M/s. N.C Rajagopal & Co,
Auditors			Chartered Accountants.
Board/	Board	of	Board of directors of our Company, as described in "Our Management", beginning on
Directors			page 164
CIN				Corporate Identification Number of our Company i.e. U71120TN1992PLC023705
Chief		Financial	Chief financial officer of our Company, Ms. Arathi Narayanan. For details, see "Our
Officer/CFO		Management" on page 164
Chairman			Chairman of our Company being, Capt. P B Narayanan
Company	Secretary	Company secretary and compliance officer of our Company, Mr. Ganesh SaiKrissha.
and	Compliance	For details, see "Our Management" beginning on page 164
Officer
Corporate	Social	The CSR committee of our Board, constituted in accordance with the applicable
Responsibility		provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as
Committee/CSR		described in "Our Management - Committees of our Board of Directors - Corporate
Committee			Social Responsibility Committee" on page 164
Director(s)			Directors on our Board as described in "Our Management", beginning on page 164
Equity Shares		The equity shares of our Company of face value of ₹ 10/- each
Executive Directors	Executive Directors of our Company
Independent			Independent directors on our Board, and who are eligible to be appointed as
Directors			independent directors under the provisions of the Companies Act and the SEBI Listing
				Regulations. For details of the Independent Directors, see "Our Management"
				beginning on page 164
KMP/Key			Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of
Managerial Personnel	the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 as
				applicable and as further disclosed in "Our Management" on page 164
				5

Materiality Policy		The policy adopted by our Board of Directors on December 13th, 2023 for
				identification of material: (a) outstanding litigation proceedings; (b) Group
				Companies; and (c) creditors, pursuant to the requirements of the SEBI ICDR
				Regulations and for the purposes of disclosure in this Red Herring Prospectus, Red
				Herring Prospectus and Propsectus
Managing Director		Managing Director of our Company being, Capt. P B Narayanan
MoA/	Memorandum	The memorandum of association of our Company, as amended
of Association
Nomination	and	Nomination and remuneration committee of our Board, constituted in accordance with
Remuneration		the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Committee			Regulations, and as described in "Our Management - Committees of our Board of
				Directors - Nomination and Remuneration Committee" on page 164
Non-Executive		Non-executive directors on our Board, as described in "Our Management", beginning
Director(s)			on page 164
Promoter(s)			The promoters of our Company, being Capt. P B Narayanan, Shreelatha Narayanan,
				Arathi Narayanan and Capt. Jeevan Krishnan Sanjeevan. For details, see "Our
				Promoters and Promoter Group" on page 183
Promoter Group		Persons and entities constituting the promoter group of our Company, pursuant to
				Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in "Our
				Promoters and Promoter Group" on page 183
Peer		Reviewed	M/s. N. C. Rajagopal & Co. being our Peer Reviewed Auditors
Auditors
Registered Office		The Registered Office of our Company, situated at Flat No. 3, Anugraha Foundation,
				No. 15, Valliammal Road, Vepery, Chennai - 600007, Tamil Nadu
Restated	Financial	The restated audited financial information of the Company, which comprises of the
Statements/	Restated	restated consolidated audited balance sheet, the restated consolidated audited profit
Financial Information	and loss information and restated consolidated audited cash flow information for the
				3 years ended March 31, 2024, 2023 and 2022 together with the annexure and
				notes thereto and restated standalone audited balance sheet, the restated standalone
				audited profit and loss information and restated standalone audited cash flow
				information for the 3 years ended March 31, 2024, 2023 and 2022 along with the
				summary statement of significant accounting policies read together with the annexures
				and notes thereto prepared in terms of the requirements of Section 26 of the Companies
				Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company
				Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time.
Risk Committee		The Risk committee of our Board, constituted in accordance with the applicable
				provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as
				described in "Our Management - Committees of our Board of Directors - Risk
				Committee" on page 164
RoC/Registrar	of	The Registrar of Companies, Chennai at Tamil Nadu
Companies
Shareholder(s)		Shareholders of our Company, from time to time
Stakeholders		Stakeholders' relationship committee of our Board, constituted in accordance with the
Relationship		applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations,
Committee			and as described in "Our Management", beginning on page 164
Issue Related Terms
Term				Description
Abridged Prospectus	Abridged Prospectus means a memorandum containing such salient features of a
				Prospectus as may be specified by SEBI in this behalf
Acknowledgement		The slip or document issued by a Designated Intermediary(ies) to an Applicant as
Slip				proof of registration of the Application Form
Allot/	Allotment/	Unless the context otherwise requires, allotment of Equity Shares pursuant to the Issue
Allotted			to the successfulApplicants.
Application Form		The Form in terms of which the applicant shall apply for the Equity Shares of our
				Company
Allotment Advice		A note or advice or intimation of Allotment sent to the successful Applicants who have
				been or are to be Allotted the Equity Shares after the Basis of Allotment has been
				approved by the Designated Stock Exchange.
				6

Term		Description
Allottee		A successful Applicant to whom the Equity Shares are Allotted
Application		An application, whether physical or electronic, used by ASBA Applicant to make an
Supported	by	Application and authorising an SCSB to block the Bid Amount in the specified bank
Blocked	Amount/	Account maintained with such SCSB. ASBA is mandatory for all Applicants
ASBA		participating in the Issue.
ASBA Account	A bank account linked with or without UPI ID, maintained with an SCSB and
		specified in the ASBA Form submitted by the Applicants for blocking the Application
		Amount mentioned in the ASBA Form.
ASBA Applicant(s)	Any prospective investor who makes an application pursuant to the terms of the Red
		Herring Prospectus and the Application Form including through UPI mode (as
		applicable) except Anchor Investor
ASBA Bid		A Bid made by an ASBA Bidder
ASBA Form(s)	An application form, whether physical or electronic, used by ASBA Applicant and
		which will be considered as the application for Allotment in terms of the Prospectus
Anchor Investor	A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
		accordance with the requirements specified in the SEBI ICDR Regulations and this
		Red Herring Prospectus and who has Bid for an amount of at least ₹ 200 lakhs.
Anchor Investor	The price at which Equity Shares will be allocated to the Anchor Investors in terms of
Allocation		the Red Herring Prospectus and the Prospectus, which will be decided by our
Price		Company in consultation with the Book Running Lead Managers during the Anchor
		Investor Bid/ Issue Period.
Anchor Investor	The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Application		Portion and which will be considered as an application for Allotment in terms of the
Form		Red Herring Prospectus and Prospectus
Anchor Investor Bid/	One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor
Issue		Investors shall be submitted and allocation to the Anchor Investors shall be completed.
Period
Anchor Investor Issue	The final price at which the Equity Shares will be Allotted to the Anchor Investors in
Price		terms of the Red Herring Prospectus and the Prospectus, which price will be equal to
		or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor
		Issue Price will be decided by our Company, in consultation with the Book Running
		Lead Managers
Anchor	Investor	Up to 60% of the QIB Portion which may be allocated by our Company, in
Portion		consultation with the Book Running Lead Managers, to the 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 valid
		Bids being received from domestic Mutual Funds at or above the Anchor Investor
		Allocation Price, in accordance with the SEBI ICDR Regulations.
Basis of Allotment	The basis on which equity shares will be allotted to successful applicants under the
		Issue and which is described in paragraph titled "Basis of allotment" under chapter
		titled "Issue Procedure" starting from page 244 of this Red Herring Prospectus.
Bid		An indication to make an Issue during the Bid/ Issue Period by a Bidder (other than
		an Anchor Investor) pursuant to submission of the ASBA Form, or during the Anchor
		Investor Bid/ Issue Period by an Anchor Investor, pursuant to submission of the
		Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a
		price within the Price Band, including all revisions and modifications thereto as
		permitted under the SEBI ICDR Regulations and in terms of the Red Herring
		Prospectus and the Bid cum Application Form. The term "Bidding" shall be construed
		accordingly.
Bid Lot		Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Issue	Closing	Except in relation to any Bids received from the Anchor Investors, the date after which
Date		the Designated Intermediaries will not accept any Bids, being Wednesday, May 15,
		2024, which shall be published in English edition of Financial Express (a widely
		circulated English national daily newspaper), Hindi edition of Jansatta (a widely
		circulated Hindi nationaldaily newspaper, and Tamil Editions of The Tamil Regional
		Newspaper Hindu Tamil Thisai,Tamil being the regional language of Chennai, where
		our Registered Office is located)

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Term		Description
		Our Company in consultation with the BRLM, may, consider closing the Bid/Issue
		Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance
		with the SEBI ICDR Regulations. In case of any revision, the extended Bid/ Issue
		Closing Date shall be widely disseminated by notification to the Stock Exchanges, and
		also be notified on the websites of the BRLM and at the terminals of the Syndicate
		Members, if any and communicated to the Designated Intermediaries and the Sponsor
		Bank, which shall also be notified in an advertisement in same newspapers in which
		the Bid/ Issue Opening Date was published, as required under the SEBI ICDR
		Regulations
Bid/Issue	Opening	Except in relation to any Bids received from the Anchor Investors, the date on which
Date		the Designated Intermediaries shall start accepting Bids, being Friday, May 10, 2024,
		which shall be published in English edition of Financial Express (a widely circulated
		English national daily newspaper), Hindi edition of Jansatta (a widely circulated Hindi
		national daily newspaper, and Tamil Editions of The Tamil Regional Newspaper
		Hindu Tamil Thisai, Tamil being the regional language of Tamil Nadu where our
		registered office is located.
Bid/ Issue Period	The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date,
		inclusive of both days, during which prospective Bidders can submit their Bids,
		including any revisions thereof in accordance with the SEBI ICDR Regulations and
		the terms of the Red Herring Prospectus. Provided, however, that the Bidding shall be
		kept open for a minimum of three Working Days for all categories of Bidders.
		Our Company in consultation with the Book Running Lead Manager may consider
		closing the Bid/Issue Period for the QIB Portion One Working Day prior to the
		Bid/Issue Closing Date which shall also be notified in an advertisement in same
		newspapers in which the Bid/Issue Opening Date was published, in accordance with
		the SEBI ICDR Regulations.
		In cases of force majeure, banking strike or similar circumstances, our Company in
		consultation with the BRLM, for reasons to be recorded in writing, extend the Bid /
		Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period
		not exceeding 10 Working Days.Basis on which Equity Shares will be Allotted to
		successful Applicant under the Issue, as described in "Issue Procedure" beginning on
		page 244
Bidding Centers	The centers at which the Designated Intermediaries shall accept the ASBA Forms to
		a Registered Broker, i.e., Designated SCSB Branches for SCSBs, Specified Locations
		for Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
		RTAs and Designated CDP Locations for CDPs
Bidder/ Investor	Any prospective investor who makes a bid for Equity Shares in terms of Red Herring
		Prospectus and the Bid-Cum-Application Form and unless otherwise stated or implied,
		which includes an ASBA Bidder and an Anchor Investor.
Bankers to the Issue	Banks which are clearing members and registered with SEBI as bankers to an issue
and Refund Banker	and with whom the Public Issue Account will be opened, in this case being ICICI Bank
		Limited.
Bid Amount		The amount at which the bidder makes a bid for the Equity Shares of our Company
		in terms of Red Herring Prospectus.
Bid cum Application	The form in terms of which the bidder shall make a bid, including ASBA Form, and
Form		which shall be considered as the bid for the Allotment pursuant to the terms of this
		Red Herring Prospectus.
Book	Building	Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Process		Regulations, in terms of which the Issue is being made.
Cap Price		The higher end of the Price Band, subject to any revisions thereto, above which the
		Issue Price will not be finalized and above which no Bids will be accepted.
Collecting Depository	A depository participant as defined under the Depositories Act, 1996, registered with
Participants or CDPs	SEBI and who is eligible to procure bids at the Designated CDP Locations in terms of
		circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
		SEBI.
Circular	on	Circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular
Streamlining		(SEBI/HO/CFD/DIL2/CIR/P/2019/50)	dated	April	3,	2019,	circular

8

Term		Description
of Public Issues/ UPI	(SEBI/HO/CFD/DIL2/CIR/P/2019/76)	dated	June	28,	2019,	circular
Circular		(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular no.
		(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, circular no.
		(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, circular no.
		(SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, circular no.
		SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, circular no.
		SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, circular no.
		SEBI/HO/CFD/DIL2/CIR/P/2022/45	dated		April		5,		2022,
		SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI/
		HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and SEBI	circular	number
		SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI master circular
		with circular number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023
		(to the extent that such circulars	pertain	to the	UPI	Mechanism),	SEBI		master
		circular	no.	SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, along
		with the circular issued by the National Stock Exchange of India Limited having
		reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE	Limited
		having reference no. 20220803-40 dated August 3, 2022 and any subsequent
		circulars or notifications issued by SEBI and Stock Exchanges in this regard
Controlling		Such branches of SCSBs which coordinate Applications under the Issue with the
Branches		BRLM, the Registrar and the Stock Exchange, a list of which is available on the
		website of SEBI at http://www.sebi.gov.in or at such other website as may be
		prescribed by SEBI from time to time.
Depository		A depository registered with SEBI under the SEBI (Depositories and Participants)
		Regulations, 2018.
Demographic Details	The demographic details of the Applicants such as their Address, PAN, name of the
		applicant father/husband, investor status, and occupation and Bank Account details.
Designated Date		The date on which relevant amounts are transferred from the ASBA Accounts to the
		Public Issue Account or the Refund Account, as the case may be, and/or the
		instructions are issued to the SCSBs (in case of UPI Bidders using the UPI
		Mechanism, instruction issued through the Sponsor Bank) for the transfer of amounts
		blocked by the SCSBs in the ASBA Accounts to the Public Issue Account, in terms of
		the Prospectus following which Equity Shares will be Allotted in the Issue
Designated		In relation to ASBA Forms submitted by RIBs authorising an SCSB to block the Bid
Intermediaries/		Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
Collecting agent		In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
		blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI
		Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents,
		Registered Brokers, CDPs, SCSBs and RTAs.
		In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not
		using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-
		Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated	CDP	Such locations of the CDPs where bidder can submit the Bid cum Application Forms
Locations		to Collecting Depository Participants.The details of such Designated CDP Locations,
		along with names and contact details of the Collecting Depository Participants
		eligible to accept Bid cum Application Forms are available on the websites of the
		Stock Exchange i.e. www.nseindia.com
Designated	RTA	Such locations of the RTAs where Applicants can submit the ASBA Forms to RTAs.
Locations		The details of such Designated RTA Locations, along with names and contact details
		of the RTAs eligible to accept ASBA Forms are available on the respective websites
		of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from
		time to time
Designated SCSB	Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA
Branches		Forms submitted by RIIs where the Application Amount will be blocked upon
		acceptance of UPI Mandate Request by such RII using the UPI Mechanism), a list of
		which	is	available	on	the	website	of	SEBI	at
		www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.	Intermediaries
		or at such other website as may be prescribed by SEBI from time to time.

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Term			Description
Designated		The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers,
Intermediaries/	CDPs and RTAs, who are categorized to collect Application Forms from the
Collecting Agent	Applicant, in relation to the Issue.
Designated	Stock	National Stock Exchange of India Limited, Emerge Platform
Exchange
DP ID			Depository Participant's identity number
Designated Market	Giriraj Stock Broking Private Limited and Commodity Mandi Private Limited will act as the
Maker			Market Makers and have 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 a period as may be notified by amendment to SEBI ICDR Regulations.
Draft Red Herring	The Draft Red Herring Prospectus dated February 09, 2024 issued in accordance with
Prospectus/DRHP	Section 26 of the Companies Act, 2013 and SEBI ICDR Regulation.
Eligible FPI(s)	FPIs from such jurisdictions outside India where it is not unlawful to make an offer /
			invitation under the Issue and in relation to whom the Application Form and the
			Prospectus constitutes an invitation to subscribe to the Equity Shares
Eligible NRI(s)	NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
			invitation under the Issue and in relation to whom the Application Form and the
			Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares
Emerge	Platform of	The Emerge Platform of National Stock Exchange of India Limited for Listing of
National	Stock	Equity Shares offered under Chapter IX of SEBI (ICDR) Regulations which was
Exchange	of India	approved by SEBI as a National Stock Exchange of India Limited Emerge on October
Limited			14, 2011.
Electronic Transfer of	Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Funds
Eligible QFIs	QFIs from such jurisdictions outside India where it is not unlawful to make an Issue
			or invitation under the Issue and in relation to whom the Prospectus constitutes an
			invitation to purchase the Equity Shares Issued thereby and who have opened demat
			accounts with SEBI registered qualified depositary participants.
Equity Listing	The listing agreements to be entered into by our Company with the Stock Exchange
Agreements	in relation to our Equity Shares.
Escrow and Sponsor	Agreement dated March 19, 2024 entered into amongst our Company, the Registrar to
Bank Agreement	the Issue, the Book Running Lead Manager and Banker to the Issue and Sponsor Bank,
			to receive monies from the Applicants through the SCSBs Bank Account on the
			Designated Date in the Public Issue Account.
Escrow Account(s)	The account(s) to be opened with the Escrow Collection Bank and in whose favour
			the Anchor Investors will transfer money through NACH/direct credit/ NEFT/ RTGS
			in respect of the Bid Amount when submitting a Bid
Escrow		Collection	The Bank(s) which are clearing members and registered with SEBI as bankers to an
Bank(s)			issue under the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the
			Escrow Account(s) will be opened, in this case being ICICI Bank Limited.
First Applicant	The Applicant whose name appears first in the Application Form or the Revision Form
			and in case of joint Bids, whose name shall also appear as the first holder of the
			beneficiary account held in joint names
Floor Price		The lower end of the Price Band being [●], subject to any revision(s) thereto, not being
			less than the face value of Equity Shares and the Anchor Investor Issue Price, at or
			above which the Issue Price will be finalized and below which no Bids will be
			accepted.
Foreign		Venture	Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Capital Investors	Venture Capital Investor) Regulations, 2000.
FPI	/	Foreign	A Foreign Portfolio Investor who has been registered under Securities and Exchange
Portfolio Investor	Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII
			or QFI who holds a valid certificate of registration shall be deemed to be a foreign
			portfolio investor till the expiry of the block of three years for which fees have been
			paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended.
Fresh Issue		∙
			The Fresh Issue of 65,50,000 Equity Shares aggregating up to ₹ [ ] Lakhs.
Fugitive		Economic	An individual who is declared a fugitive economic offender under Section 12 of the
Offender		Fugitive Economic Offenders Act, 2018

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