RED HERRING PROSPECTUS Dated March 28, 2019

Please read Section 32 of the Companies Act, 2013 Book Building Offer

POLYCAB INDIA LIMITED Polycab India Limited (our “Company”) was incorporated as ‘Polycab Wires Private Limited’ on January 10, 1996 at Mumbai as a private limited company under the Companies Act, 1956. Our Company became a deemed public limited company under Section 43A(1) of the Companies Act, 1956, and the word ‘private’ was struck off from the name of our Company with effect from June 30, 2000. Thereafter, our Company was converted into a private limited company under section 43A(2A) of the Companies Act, 1956, and the word ‘private’ was added in the name of our Company with effect from June 15, 2001. Subsequently, our Company was converted into a public limited company, the word ‘private’ was struck off from the name of our Company and consequently, a fresh certificate of incorporation dated August 29, 2018 was issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana (“RoC”), recording the change of our Company’s name to ‘Polycab Wires Limited’. Thereafter, the name of our Company was changed from ‘Polycab Wires Limited’ to ‘Polycab India Limited’, and a fresh certificate of incorporation dated October 13, 2018 was issued by the RoC. For details of change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 221.

Registered office: E-554, Greater Kailash – II, New Delhi 110 048, Tel: +91 11 2922 8574, Fax: +91 11 4105 4838 Corporate office: Polycab House, 771, Mogul Lane, Mahim (West), Mumbai 400 016

Contact Person: Sai Subramaniam Narayana, Company Secretary and Compliance Officer; Tel: +91 22 2432 7074; Fax: +91 22 2432 7075 E-mail: investor.relations@polycab.com Website: www.polycab.com

Corporate Identity Number: U31300DL1996PLC266483

PROMOTERS OF OUR COMPANY: INDER T. JAISINGHANI, AJAY T. JAISINGHANI, RAMESH T. JAISINGHANI AND GIRDHARI T. JAISINGHANI

INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE, INCLUDING A PREMIUM OF ₹ [●] PER EQUITY SHARE, AGGREGATING UP TO ₹ [●] MILLION (“OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 4,000 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 17,582,000 EQUITY SHARES BY THE INVESTOR SELLING SHAREHOLDER, THE PROMOTER SELLING SHAREHOLDERS, THE PROMOTER GROUP SELLING SHAREHOLDERS AND THE INDIVIDUAL SELLING SHAREHOLDERS, COLLECTIVELY REFERRED TO AS THE “SELLING SHAREHOLDERS” (DEFINED HEREINAFTER) AGGREGATING UP TO ₹ [●] MILLION (SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, COLLECTIVELY REFERRED TO AS THE “OFFERED SHARES” AND SUCH AN OFFER FOR SALE, “OFFER FOR SALE”). THE OFFER INCLUDES A RESERVATION OF UP TO 175,000* EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION FOR ELIGIBLE EMPLOYEES (DEFINED HEREINAFTER) (“EMPLOYEE RESERVATION PORTION”) (WHICH SHALL NOT EXCEED 5% OF THE POST-OFFER EQUITY SHARE CAPITAL OF OUR COMPANY). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●] % AND [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY. THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT SIZE FOR THE OFFER WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL EXPRESS AND ALL EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER JANSATTA, (HINDI, ALSO BEING THE REGIONAL LANGUAGE IN THE PLACE WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID / OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”), AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”, FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES. *A discount of up to ₹ [●] per Equity Share may be offered to Eligible Employees (as defined below) bidding in the Employee Reservation Portion (if any) (“Employee Discount”). 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 Bid / Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company and the Selling Shareholders may, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three Working Days, 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, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective website of the Lead Managers and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (“SCSBs”) and other Designated Intermediaries, as applicable. The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“2009 SEBI ICDR Regulations”), wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers, (“QIBs”) (“QIB Portion”), provided that our Company and the Selling Shareholders, in consultation with the Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, at the Anchor Investor Allocation Price. At least 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 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. 5% 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 QIBs (other than Anchor Investors), 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 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% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the 2018 SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Under-subscription, if any, in any category (including the Employee Reservation Portion), except in the QIB Category, would be allowed to be met with spill-over from any other category or a combination of categories at the discretion of our Company and the Selling Shareholders in consultation with the Lead Managers and the Designated Stock Exchange. The unsubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer in the manner described in “The Offer” on page 89. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. All potential investors, other than Anchor Investors, shall participate in the Offer through an Application Supported by Blocked Amount (“ASBA”) by providing details of their respective bank accounts (including UPI ID for RIBs using UPI) which will be blocked by the SCSBs to .the extent of the respective Bid Amounts, to participate in the Offer. For further details, see “Offer Procedure” on page 589.

RISK IN RELATION TO THE FIRST OFFER This being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Offer Price determined and justified by our Company and the Selling Shareholders, in consultation with the Lead Managers, as stated under “Basis for Offer Price” beginning on page 129, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares and / or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by 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 22.

COMPANY’S AND THE SELLING SHAREHOLDERS’ 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 Offer, which is material in the context of 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 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. Further, each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms, only the information given specifically by such Selling Shareholder solely in relation to itself and its respective portion of the Offered Shares in this Red Herring Prospectus. Each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to our Company or the other Selling Shareholder in this Red Herring Prospectus.

LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to letters dated November 28, 2018 and December 10, 2018, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A signed copy of this Red Herring Prospectus and the Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) 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 652.

GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS

Kotak Mahindra Capital Company Limited 1st Floor, 27 BKC Plot No. 27, ‘G’ Block Bandra Kurla Complex Bandra (East) Mumbai 400 051 Tel: +91 22 4336 0000 Fax: +91 22 6713 2445 E-mail: polycab.ipo@kotak.com Investor Grievance E-mail: kmccredressal@kotak.com Contact Person: Ganesh Rane Website: www.investmentbank.kotak.com SEBI Registration No.: INM000008704

Axis Capital Limited 1st Floor, Axis House C 2, Wadia International Centre Pandurang Budhkar Marg Worli Mumbai 400 025 Tel: +91 22 4325 2183 Fax: +91 22 4325 3000 E-mail: polycab.ipo@axiscap.in Investor Grievance E-mail: complaints@axiscap.in Website: www.axiscapital.co.in Contact Person: Mangesh Ghogle SEBI Registration No.: INM000012029

Citigroup Global Markets India Private Limited 1202, 12th Floor First International Financial Centre G-Block, C54 & 55, Bandra Kurla Complex Bandra (East) Mumbai 400 098 Tel: +91 22 6175 9999 Fax: +91 22 6175 9898 E-mail: polycab.ipo@citi.com Investor grievance e-mail: investors.cgmib@citi.com Website: www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm Contact Person: Archit Khemka SEBI Registration No.: INM000010718

Edelweiss Financial Services Limited 14th Floor, Edelweiss House Off. C.S.T. Road Kalina Mumbai 400 098 Tel: +91 22 4009 4400 Fax: +91 22 4086 3610 E-mail: polycab.ipo@edelweissfin.com Investor Grievance E-mail: customerservice.mb@edelweissfin.com Contact Person: Shubham Mehta / Mohit Kapoor Website: www.edelweissfin.com SEBI Registration No.: INM0000010650

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

IIFL Holdings Limited 10th Floor, IIFL Centre Kamala City Senapati Bapat Marg Lower Parel (West) Mumbai 400 013 Tel: +91 22 4646 4600 Fax: +91 22 24931073 E-mail: polycab.ipo@iiflcap.com Investor Grievance E-mail: ig.ib@iiflcap.com Contact Person: Ujjaval Kumar/ Nishita Mody Website: www.iiflcap.com SEBI Registration No.: INM000010940

YES Securities (India) Limited IFC, Tower 1&2, Unit No. 602 A 6th Floor, Senapati Bapat Marg Elphinstone (West) Mumbai 400 013 Tel: +91 22 3012 6919 Fax: +91 22 2421 4508 E-mail: polycab.IPO@yessecuritiesltd.in Investor Grievance E-mail: igc@ yessecuritiesltd.in Contact Person: Nikhil Bhiwapurkar / Ronak Shah Website: www.yesinvest.in SEBI Registration No.: MB/INM000012227

Karvy Fintech Private Limited Karvy Selenium, Tower B Plot 31-32, Gachibowli Financial District Nanakramguda Hyderabad 500 032 Tel: +91 40 6716 2222 Fax: +91 40 2343 1551 E-mail: einward.ris@karvy.com Investor grievance e-mail: polycab.ipo@karvy.com Contact Person: M. Murali Krishna Website: https://www.karvyfintech.com/ SEBI registration No.: INR000000221*

BID / OFFER PROGRAMME BID / OFFER OPENS ON April 5, 2019(1) BID / OFFER CLOSES ON April 9, 2019

*Karvy Computershare Private Limited, the former Registrar to the Offer, has amalgamated into Karvy Fintech Private Limited in terms of a composite scheme of arrangement and amalgamation pursuant to an order dated October 23, 2018 passed by the NCLT, Hyderabad. The registration is currently under the name of Karvy Computershare Private Limited. Karvy Fintech Private Limited has filed an application with the SEBI for registration under its new name, which is currently pending. (1)Our Company and the Selling Shareholders may, in consultation with the Lead Managers, consider participation by Anchor Investors in accordance with the 2018 SEBI ICDR Regulations. The Anchor Investor Bid / Offer Period shall be one Working Day prior to the Bid / Offer Opening Date.

(i)

TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION ............................................................................................................................................................ 17 FORWARD-LOOKING STATEMENTS ............................................................................................................................. 20

SECTION II: RISK FACTORS ............................................................................................................................................. 22 SECTION III: INTRODUCTION .......................................................................................................................................... 55

SUMMARY OF INDUSTRY ................................................................................................................................................ 55 SUMMARY OF OUR BUSINESS ........................................................................................................................................ 59 SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 68 THE OFFER .......................................................................................................................................................................... 89 GENERAL INFORMATION ................................................................................................................................................ 91 CAPITAL STRUCTURE .................................................................................................................................................... 102 OBJECTS OF THE OFFER ................................................................................................................................................. 121 BASIS FOR OFFER PRICE ................................................................................................................................................ 129 STATEMENT OF TAX BENEFITS ................................................................................................................................... 133 TAXATION UNDER U.S. LAW ........................................................................................................................................ 136

SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 139 INDUSTRY OVERVIEW ................................................................................................................................................... 139 OUR BUSINESS ................................................................................................................................................................. 189 REGULATIONS AND POLICIES ...................................................................................................................................... 218 HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 221 OUR SUBSIDIARIES AND JOINT VENTURES .............................................................................................................. 231 OUR MANAGEMENT ....................................................................................................................................................... 235 OUR PROMOTERS AND PROMOTER GROUP .............................................................................................................. 252 OUR GROUP COMPANIES ............................................................................................................................................... 259 RELATED PARTY TRANSACTIONS .............................................................................................................................. 264 DIVIDEND POLICY ........................................................................................................................................................... 265

SECTION V: FINANCIAL INFORMATION .................................................................................................................... 266 FINANCIAL STATEMENTS ............................................................................................................................................. 266 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................................................... 516 STATEMENT OF CAPITALISATION .............................................................................................................................. 543

FINANCIAL INDEBTEDNESS ........................................................................................................................................... 545 SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 547

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 547 GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 555 OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 559

SECTION VII: OFFER INFORMATION .......................................................................................................................... 581 TERMS OF THE OFFER .................................................................................................................................................... 581 OFFER STRUCTURE ......................................................................................................................................................... 586 OFFER PROCEDURE ........................................................................................................................................................ 589 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 640

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 641 SECTION IX: OTHER INFORMATION ........................................................................................................................... 652

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 652 DECLARATION ................................................................................................................................................................. 655

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SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This 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, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy as amended from time to time. In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document (as defined below), the definitions given below shall prevail.

General Terms

Term Description

“our Company” / “the Company” / “the Issuer”

Polycab India Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at E-554, Greater Kailash – II, New Delhi 110 048

We / us / our Unless the context otherwise indicates or implies, refers to our Company together with our Subsidiaries and Joint Ventures

Company Terms

Term Description

Akansha Punjabi Trustee Ajay T. Jaisinghani as trustee of Akansha Punjabi Family Trust

Amendment cum Termination Agreement

The amendment cum termination agreement dated September 28, 2018, together with the extension letter to the amendment cum termination agreement dated March 14, 2019, entered into amongst our Company, IFC, our Promoters and certain members of our Promoter Group, namely, Reina R. Jaisinghani and Raju G. Jaisinghani

Articles of Association / AoA Articles of association of our Company as amended from time to time

Auditor / Statutory Auditor Statutory auditor of our Company, namely S R B C & CO LLP, Chartered Accountants

Bharat Jaisinghani Trustees Ajay T. Jaisinghani and Aarti A. Jaisinghani as trustees of Bharat Jaisinghani Family Trust

Board / Board of Directors Board of Directors of our Company including any duly constituted committee thereof

Corporate Office Polycab House, 771, Mogul Lane, Mahim (West), Mumbai, 400 016

CSR Committee Corporate Social Responsibility Committee of our Company constituted in accordance with the applicable provisions of the Companies Act, 2013

Deepika Sehgal Trustees Ramesh T. Jaisinghani and Reina R. Jaisinghani as trustees of Deepika Sehgal Family Trust

Director(s) Director(s) of our Company

Note: The term ‘Director’ does not apply to the designations of Bharat A. Jaisinghani, Nikhil R. Jaisinghani, Anil H. Hariani and Rakeshkumar Talati.

Dowells Cable Dowells Cable Accessories Private Limited

Equity Shares Equity shares of our Company of face value of ₹ 10 each

ESOP Performance Scheme Polycab Employee Stock Option Performance Scheme 2018

ESOP Plan 2018 Polycab Employee Stock Option Plan 2018 together with schemes placed under such plan

ESOP Privilege Scheme Polycab Employee Stock Option Privilege Scheme 2018

Executive Directors Executive directors of our Company, namely, Inder T. Jaisinghani, Ajay T. Jaisinghani, Ramesh T. Jaisinghani and Shyam Lal Bajaj

Girdhari Juhi Trustees Girdhari T. Jaisinghani and Raju G. Jaisinghani as trustees of Girdhari Juhi Trust

Girdhari Karina Trustees Girdhari T. Jaisinghani and Raju G. Jaisinghani as trustees of Girdhari Karina Trust

Girdhari Reshma Trustees Girdhari T. Jaisinghani and Raju G. Jaisinghani as trustees of Girdhari Reshma Trust

Group Companies Companies as identified in “Our Group Companies” in terms of the 2009 SEBI ICDR Regulations on page 259

2

Term Description

IFC International Finance Corporation

IFC Agreements Shareholders’ agreement, subscription agreement, and option agreement each dated June 25, 2009 entered into amongst our Company, IFC, our Promoters and certain members of our Promoter Group, namely, Reina R. Jaisinghani and Raju G. Jaisinghani, as amended by / read together with the Amendment cum Termination Agreement

Independent Directors Independent directors of our Company, namely Radhey Shyam Sharma, Tilokchand Punamchand Ostwal, Pradeep N. Poddar and Hiroo Mirchandani

For details, see “Our Management” beginning on page 235

Inder Kunal Trustees Inder T. Jaisinghani and Meenakumari Indur Jaisinghani as trustees of Inder Kunal Trust

Inder Shikha Trustees Inder T. Jaisinghani and Meenakumari Indur Jaisinghani as trustees of Inder Shikha Trust

Individual Selling Shareholders Collectively, Anil H. Hariani and Ramakrishnan Ramamurthi

Investor Selling Shareholder IFC

Joint Ventures Ryker Base Private Limited and Techno Electromech Private Limited. For details, see “History and Certain Corporate Matters” and “Our Subsidiaries and Joint Ventures” beginning on pages 221 and 231, respectively.

Key Management Personnel / KMP

Key management / managerial personnel of our Company in terms of Regulation 2(1)(s) of the 2009 SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as disclosed in “Our Management” on page 235

Kunal Trustees Kunal I. Jaisinghani and Inder T. Jaisinghani as trustees of Kunal Trust

Mrinalini Jaisinghani Trustee Ramesh T. Jaisinghani as trustee of Mrinalini Jaisinghani Family Trust

Memorandum of Association / MoA

Memorandum of association of our Company as amended from time to time

Kiara Duhlani Trustees Ajay T. Jaisinghani and Aarti A. Jaisinghani as trustees of Kiara Duhlani Family Trust

Net Asset value Restated Net worth at the end of the year / period divided by total number of equity shares outstanding at the end of the year / period

Net Worth Net Worth includes Equity share capital, Securities Premium, Retained Earnings, and Other Reserves

Nikhil Jaisinghani Trustees Ramesh T. Jaisinghani and Reina R. Jaisinghani as trustees of Nikhil Jaisinghani Family Trust

NRC Committee Nomination and Remuneration Committee of our Company, constituted in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations

Polycab Italy Polycab Wires Italy SRL

Promoter Group Persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(zb) of the 2009 SEBI ICDR Regulations as set out in “Our Promoters and Promoter Group” beginning on page 252

Promoter Group Selling Shareholders

Collectively, Bharat A. Jaisinghani, and Nikhil R. Jaisinghani

Promoter Selling Shareholders Collectively, Inder T. Jaisinghani, Ajay T. Jaisinghani, Ramesh T. Jaisinghani and Girdhari T. Jaisinghani

Promoters Promoters of our Company, namely, Inder T. Jaisinghani, Ajay T. Jaisinghani, Ramesh T. Jaisinghani and Girdhari T. Jaisinghani

Raw Material Costs of Goods Sold

Comprise the cost of materials consumed, purchases of traded goods, changes in inventories of finished goods, traded goods and work-in-progress and project bought outs and other cost

Registered Office E-554, Greater Kailash – II, New Delhi 110 048

Registrar of Companies / RoC Registrar of Companies, National Capital Territory of Delhi and Haryana

3

Term Description

Restated Consolidated Financial Statements

Collectively: (i) the restated consolidated summary statements of assets and liabilities as at December 31, 2018, December 31, 2017 and March 31, 2018, March 31, 2017 and March 31, 2016 and the restated consolidated summary statements of profit and loss (including other comprehensive income), cash flows and changes in equity for the nine month periods ended December 31, 2018 and December 31, 2017 and fiscals 2018, 2017 and 2016 of the Company, its subsidiaries and joint ventures (the “Group”), prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015 (“IndAS Rules”) and restated in accordance with the 2009 SEBI ICDR Regulations, SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 (“SEBI Circular”) and the Guidance Note on Reports in Company Prospectuses, 2016, issued by the ICAI (“Prospectus Guidance Note” and such summary statements, the “Restated IndAS Consolidated Summary Statements”); and (ii) the restated consolidated summary statements of assets and liabilities at March 31, 2015 and March 31, 2014 and the restated consolidated summary statements of profit and loss and cash flows for the fiscals 2015 and 2014 of the Group, taken together, prepared in accordance with the Companies Act, 2013 and the Indian GAAP and restated in accordance with the 2009 SEBI ICDR Regulations, SEBI Circular and the Prospectus Guidance Note (the Restated Indian GAAP Consolidated Summary Statements”)

Restated Financial Statements Restated Consolidated Financial Statements and Restated Unconsolidated Financial Statements

Restated Unconsolidated Financial Statements

Collectively: (i) the restated unconsolidated summary statements of assets and liabilities as at December 31, 2018, December 31, 2017 and March 31, 2018, March 31, 2017 and March 31, 2016 and the restated unconsolidated statements of profit and loss (including other comprehensive income), cash flows and changes in equity for the nine month periods ended December 31, 2018 and December 31, 2017 and fiscals 2018, 2017 and 2016 of the Company, prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 and the Ind AS Rules and restated in accordance with the 2009 SEBI ICDR Regulations, the SEBI Circular and the Prospectus Guidance Note (the “Restated IndAS Unconsolidated Summary Statements”); and (ii) the restated unconsolidated summary statements of assets and liabilities at March 31, 2015 and March 31, 2014 and the restated unconsolidated summary statements of profit and loss and cash flows for the fiscals ended 2015 and 2014 of our Company, prepared in accordance with the Companies Act, 2013 and Indian GAAP, and restated in accordance with the 2009 SEBI ICDR Regulations, the SEBI Circular and the Prospectus Guidance Note (the “Restated Indian GAAP Unconsolidated Summary Statements”)

Ritika Bharwani Trustee Nikhil R. Jaisinghani as trustee of Ritika Bharwani Family Trust

Ryker Ryker Base Private Limited

Ryker plant Manufacturing facility set up by Ryker in Waghodia, Vadodara, India to produce copper wire rods

Selling Shareholders Collectively, the Investor Selling Shareholder, the Promoter Selling Shareholders, the Promoter Group Selling Shareholders and the Individual Selling Shareholders

Senior Management Personnel / SMP

Senior management / managerial personnel of our Company as disclosed in “Our Management” on pages 244 to 246

Shareholders Shareholders of our Company from time to time

Subsidiaries Dowells Cable Accessories Private Limited, Tirupati Reels Private Limited and Polycab Wires Italy SRL

Techno Techno Electromech Private Limited

Tirupati Reels Tirupati Reels Private Limited

Trafigura Trafigura Pte Limited

4

Offer Related Terms

Term Description

Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary to a Bidder as proof of registration of the Bid cum Application Form

Allot / Allotment / Allotted Allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the respective portion of the Offered Shares pursuant to the Offer for Sale to the successful Bidders

Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the 2018 SEBI ICDR Regulations and this Red Herring Prospectus and who has Bid for an amount of at least ₹100 million

Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms of this Red Herring Prospectus, which will be decided by our Company and the Selling Shareholders, in consultation with the Lead Managers

Anchor Investor Application Form

The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which will be considered as an application for Allotment in terms of this Red Herring Prospectus and the Prospectus

Anchor Investor Bid / Offer Period

One Working Day prior to the Bid / Offer Opening Date, on which Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed

Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of this Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price

The Anchor Investor Offer Price will be decided by our Company and the Selling Shareholders, in consultation with the Lead Managers

Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and the Selling Shareholders, in consultation with the Lead Managers, to the Anchor Investors on a discretionary basis in accordance with the 2018 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

Application Supported by Blocked Amount or ASBA

An application, whether physical or electronic, used by ASBA Bidders, to make a Bid and authorising a SCSB to block the Bid Amount in the ASBA Account and will include amounts blocked by SCSB upon acceptance of UPI Mandate Request by RIBs using the UPI mechanism

ASBA Account A bank account maintained by an ASBA Bidder with an SCSB for blocking the Bid Amount mentioned in the ASBA Form and will include a bank account of RIBs linked with UPI

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidders All Bidders except Anchor Investors

ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which will be considered as the application for Allotment in terms of this Red Herring Prospectus and the Prospectus

Banker(s) to the Offer Escrow Collection Bank, Refund Bank, Public Offer Bank and Sponsor Bank

Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer and which is described in “Offer Procedure” beginning on page 589

Bid An indication to make an offer during the Bid / Offer Period by a Bidder (other than an Anchor Investor) pursuant to submission of the ASBA Form, or during the Anchor Investor Bid / Offer Period by the Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a price within

5

Term Description

the Price Band, including all revisions and modifications thereto as permitted under the 2018 SEBI ICDR Regulations in terms of this Red Herring Prospectus and the Prospectus.

The term “Bidding” shall be construed accordingly

Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being April 9, 2019. In case of any revision, the extended Bid / Offer Closing Date shall also be notified on the website of the Lead Managers and at the terminals of the Syndicate Members

Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, being April 5, 2019

Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date and the Bid / Offer Closing Date, inclusive of both days, during which Bidders can submit their Bids, including any revisions thereof

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the Anchor Investor or blocked in the ASBA Account of the ASBA Bidders, as the case may be, upon submission of the Bid in the Offer, which shall be net of the Employee Discount, as applicable

However, Eligible Employees applying in the Employee Reservation Portion and Retail Individual Investors can apply at the Cut-Off Price subject to applicable law and the Bid amount shall be Cap Price multiplied by the number of Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed 500,000 (net of Employee Discount). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed 200,000. Only in the event of an under-subscription in the Employee Reservation Portion post the initial allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of 200,000, subject to the total Allotment to an Eligible Employee not exceeding 500,000 (net of Employee Discount).

Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires

Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter

Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor Investor

Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application Forms from relevant Bidders, i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs

Book Building Process Book building process, as provided in Schedule XIII of the 2018 SEBI ICDR Regulations, in terms of which the Offer is being made

Book Running Lead Managers / BRLMs

The book running lead managers to the Offer, namely, IIFL Holdings Limited and YES Securities (India) Limited

Broker Centres The broker centres notified by the Stock Exchanges where relevant Bidders can submit the ASBA Forms to a Registered Broker

The details of such Broker Centres, along with the names and the contact details of the Registered Brokers are available on the websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)

CAN / Confirmation of Allocation Note

A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated Equity Shares, after the Anchor Investor Bid / Offer Period

Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price and Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted

Cash Escrow Agreement The cash escrow agreement dated March 28, 2019 entered into among our Company, the Selling Shareholders, the Lead Managers, the Registrar to the Offer, the Banker(s) to the

6

Term Description

Offer and the Syndicate Members for inter alia, collection of the Bid Amounts from the Anchor Investors and where applicable, refunds of the amounts collected from the Anchor Investors, on the terms and conditions thereof

CDP / Collecting Depository Participant

A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations in terms of circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

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

Cut-off Price The Offer Price finalised by our Company and the Selling Shareholders, in consultation with the Lead Managers

Only Retail Individual Bidders under the Retail Portion and the Eligible Employees under the Employee Reservation Portion are entitled to Bid at the Cut-off Price subject to applicable law. QIBs (including Anchor Investors) and Non-Institutional Investors, are not entitled to Bid at the Cut-off Price

Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’ father / husband, investor status, occupation and bank account details

Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms from relevant Bidders, a list of which is available on the website of SEBI at

http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from time to time

Designated CDP Locations Such locations of the CDPs where relevant ASBA Bidders can submit the ASBA Forms

The details of such Designated CDP Locations, along with names and contact details of the CDPs 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 Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public Offer Account or the Refund Account, as the case may be, and the instructions are issued to the SCSBs (and in case of RIBs using UPI mechanism, instruction issued through the Sponsor Bank) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account or the Refund Account, as the case may be, in terms of this Red Herring Prospectus following which Equity Shares will be Allotted in the Offer

Designated Intermediaries The members of the Syndicate, Sub-Syndicate members / Agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the Bidders, in relation to the Offer

Designated RTA Locations Such locations of the RTAs where relevant Bidders can submit the ASBA Forms to RTAs

The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time

Designated Stock Exchange NSE

Draft Red Herring Prospectus / DRHP

The draft red herring prospectus dated October 30, 2018 issued in accordance with the 2009 SEBI ICDR Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer

Eligible Employee

All or any of the following:

(a) A permanent employee of our Company or any of our Subsidiaries (excluding such employees not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines), as on the date of filing of this Red Herring Prospectus with the RoC and who continues to be a permanent employee of our Company or any of our Subsidiaries until the submission of the ASBA Form and is based, working and present in India or abroad as on the date of submission of the ASBA Form; or

7

Term Description

(b) a Director of our Company, whether a whole-time Director or otherwise, not holding either himself/herself or through their relatives or through any body corporate, directly or indirectly, more than 10% of the outstanding Equity Shares (excluding our Promoters and members of Promoter Group and other Directors not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines) as of the date of filing of this Red Herring Prospectus with the RoC and who continues to be a Director of our Company until submission of the ASBA Form and is based, working and present in India or abroad as on the date of submission of the ASBA Form.

An employee, who is recruited against regular vacancy but is on probation as on the date of submission of the Bid cum Application Form will also be deemed a ‘permanent employee’.

The maximum bid amount under the Employee Reservation Portion by an Eligible Employee cannot exceed ₹ 500,000 (net of Employee Discount)

Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the Bid cum Application Form and this Red Herring Prospectus will constitute an invitation to purchase the Equity Shares

Employee Discount Discount of up to ₹ [●] per Equity Share may be offered to Eligible Employees, bidding in the Employee Reservation Portion in accordance with the SEBI ICDR Regulations and details of which will be announced at least two Working Days prior to the Bid / Offer Opening Date

Employee Reservation Portion The portion of the Offer being up to 175,000 Equity Shares aggregating to ₹ [●] million, available for allocation to Eligible Employees which will not exceed 5% of the post-Offer Equity Share capital of our Company

Further, a discount of up to [●] per Equity Share may be offered to Eligible Employees, bidding in the Employee Reservation Portion in accordance with the SEBI ICDR Regulations and details of which will be announced at least two Working Days prior to the Bid / Offer Opening Date.

Escrow Account(s) The account(s) opened with the Escrow Collection Bank and in whose favour the Anchor Investors will transfer money through NACH /NEFT / RTGS / direct credit in respect of the Bid Amount when submitting a Bid

Escrow Collection Bank(s) Bank(s) which is a clearing member and registered with SEBI as a banker to an issue under the SEBI BTI Regulations and with whom the Escrow Account are opened, in this case being Axis Bank Limited

First / Sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in joint names

Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted

Fresh Issue The fresh issue of up to [ ] Equity Shares aggregating up to ₹ 4,000 million by our Company.

General Information Document / GID

The General Information Document for investing in public issues, prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified and updated pursuant to, among others, the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, the circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and the circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 included in “Offer Procedure” beginning on page 589

Global Co-ordinators and Book Running Lead Managers / GCBRLMs

The global co-ordinators and book running lead managers to the Offer, namely, Kotak Mahindra Capital Company Limited, Axis Capital Limited, Citigroup Global Markets India Private Limited and Edelweiss Financial Services Limited

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Term Description

Lead Managers Collectively, the Global Co-ordinators and Book Running Lead Managers, and the Book Running Lead Managers

Maximum RIB Allottees The maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIBs by the minimum Bid Lot

Monitoring Agency Axis Bank Limited

Mutual Fund Portion 5% of the Net QIB Portion or [●] Equity Shares which shall be available for allocation to Mutual Funds only, on a proportionate basis subject to valid bids received at or above the Offer Price

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

Net Offer The Offer less the Employee Reservation Portion

Net QIB Portion The portion of the QIB Portion less the number of Equity Shares allocated to the Anchor Investors

Non-Institutional Bidders / NIBs All Bidders, including Category III FPIs that are not QIBs (including Anchor Investors) or Retail Individual Investors, or Eligible Employees Bidding in the Employee Reservation Portion, who have Bid for Equity Shares for an amount of more than ₹ 200,000 (but not including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Net Offer being not less than 15% of the Net Offer consisting of [●] Equity Shares which shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price

Non-Resident A person resident outside India, as defined under FEMA

Non-Resident Indians A non-resident Indian as defined under the FEMA Regulations

Offer The initial public offer of up to [●] Equity Shares of face value of ₹ 10 each for cash at a price of ₹ [●] each, aggregating up to ₹ [●] million, comprising:

(i) the Fresh Issue of up to [●] Equity Shares aggregating upto ₹ 4,000 million

(ii) Offer for Sale of up to 17,582,000 Equity Shares aggregating upto ₹ [●] million by the Selling Shareholders

The Offer comprises the Net Offer and Employee Reservation Portion

Offer Agreement The offer agreement dated October 30, 2018, together with the first amendment to the offer agreement dated March 15, 2019 entered among our Company, the Selling Shareholders and the Lead Managers, pursuant to which certain arrangements are agreed to in relation to the Offer

Offer for Sale The offer for sale of up to 17,582,000 Equity Shares by the Selling Shareholders aggregating up to ₹ [●] million

Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders in terms of this Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price (which will be decided by our Company and the Selling Shareholders in consultation with the Lead Managers) in terms of this Red Herring Prospectus and the Prospectus. The Offer Price will be decided by our Company and the Selling Shareholders in consultation with the Lead Managers on the Pricing Date in accordance with the Book-building Process and this Red Herring Prospectus

Offered Shares Up to 17,582,000 Equity Shares aggregating up to ₹ [●] million being offered by the Selling Shareholders in the Offer for Sale comprising up to 7,060,292 Equity Shares by IFC, up to 2,089,603 Equity Shares by Inder T. Jaisinghani, up to 2,071,965 Equity Shares by Ajay T. Jaisinghani, up to 2,071,963 Equity Shares by Ramesh T. Jaisinghani, up to 2,079,313 Equity Shares by Girdhari T. Jaisinghani, up to 529,420 Equity Shares by Bharat A. Jaisinghani, up to 529,420 Equity Shares by Nikhil R. Jaisinghani, up to 513,030 by Anil H. Hariani and up to 636,994 by Ramakrishnan Ramamurthi in the Offer for Sale

Price Band The price band of a minimum price of ₹ [●] per Equity Shares (Floor Price) and the maximum price of ₹ [●] per Equity Shares (Cap Price) including revision(s) thereof

9

Term Description

The price band and the minimum bid lot size for the Offer will be decided by our Company and the Selling Shareholders in consultation with the Lead Managers and will be advertised in all editions of the English national daily newspaper Financial Express and all editions of the Hindi national daily newspaper Jansatta, (Hindi, also being the regional language in the place where our Registered Office is located), at least two Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their websites.

Pricing Date The date on which our Company and the Selling Shareholders in consultation with the Lead Managers, will finalise the Offer Price

Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined at the end of the Book Building Process, the size of the Offer and certain other information including any addenda or corrigenda thereto

Public Offer Account The account opened, in accordance with Section 40(3) of the Companies Act, 2013, with the Public Offer Bank to receive monies from the Escrow Account(s) and the ASBA Accounts on the Designated Date

Public Offer Bank The bank with whom the Public Offer Account for collection of Bid Amounts from Escrow Accounts and ASBA Accounts has been opened, in this case being Axis Bank Limited

QIB Bidders QIBs who Bid in the Offer

QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not more than 50% of the Net Offer or [●] Equity Shares which shall be allocated to QIBs (including Anchor Investors)

Our Company and the Selling Shareholders, in consultation with the Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis

QIBs / Qualified Institutional Buyers

The qualified institutional buyers as defined under Regulation 2(1)(ss) of the 2018 SEBI ICDR Regulations

Red Herring Prospectus / RHP

This red herring prospectus dated March 28, 2019 issued in accordance with Section 32 of the Companies Act, 2013, and the provisions of the SEBI ICDR Regulations, which does not have complete particulars of the price at which the Equity Shares will be offered and the size of the Offer, including any addenda or corrigenda thereto

Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole or part of the Bid Amount to the Bidders shall be made

Refund Bank Axis Bank Limited

Registered Brokers The stock brokers registered with the SEBI and stock exchanges having nationwide terminals, other than the Members of the Syndicate and eligible to procure Bids in terms of circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Registrar Agreement The registrar agreement dated October 11, 2018 entered into among our Company, the Selling Shareholders and the Registrar to the Offer, in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the Offer

Registrar to the Offer / Registrar Karvy Fintech Private Limited

Note: Karvy Computershare Private Limited, the former Registrar to the Offer, has amalgamated into Karvy Fintech Private Limited in terms of a composite scheme of arrangement and amalgamation pursuant to an order dated October 23, 2018 passed by the NCLT, Hyderabad. The registration is currently under the name of Karvy Computershare Private Limited. Karvy Fintech Private Limited has filed an application with the SEBI for registration under its new name, which is currently pending.

Regulation S Regulation S under the Securities Act

Retail Individual Bidder(s) / Retail Individual Investor(s) / RII(s) / RIB(s)

Individual Bidders, other than Eligible Employees submitting Bids, who have Bid for the Equity Shares for an amount not more than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying through their Karta) and does not include Non-Resident Indians other than Eligible NRIs

10

Term Description

Retail Portion The portion of the Net Offer being not less than 35% of the Net Offer or [●] Equity Shares which shall be available for allocation to Retail Individual Bidders in accordance with the 2018 SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price

Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s)

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees can revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing Date

RTAs / Registrar and Share Transfer Agents

The registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant Bidders at the Designated RTA Locations in terms of circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Rule 144A Rule 144A under the Securities Act

Self-Certified Syndicate Bank(s) or SCSB(s)

The banks registered with SEBI, offering services (i) in relation to ASBA (other than through UPI mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as applicable, or such other website as updated from time to time, and (ii) in relation to ASBA (through UPI mechanism), a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time

Share Escrow Agent The share escrow agent, being Karvy Fintech Private Limited appointed pursuant to the Share Escrow Agreement

Share Escrow Agreement

The share escrow agreement dated March 28, 2019 entered into among our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of the respective portion of the Offered Shares and credit of such Offered Shares to the demat accounts of the Allottees in accordance with the Basis of Allotment

Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms from relevant Bidders

Sponsor Bank ICICI Bank Limited, being a Banker to the Offer, appointed by our Company to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the RIBs using the UPI; and carry out other responsibilities, in terms of the SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 issued by the SEBI.

Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited

Syndicate / Members of the Syndicate

The Lead Managers and the Syndicate Members

Syndicate Agreement

The syndicate agreement dated March 28, 2019 entered into among our Company, the Selling Shareholders, the Lead Managers, the Registrar and the Syndicate Members in relation to collection of Bid cum Application Forms by the Syndicate

Syndicate Members The intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely, Edelweiss Securities Limited, IIFL Securities Limited, and Kotak Securities Limited

Trademarks Act Trade Marks Act, 1999

U.S. Person U.S. Person as defined under Regulation S

US GAAP Generally Accepted Accounting Principles in the United States of America

Underwriters [●]

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Term Description

Underwriting Agreement The underwriting agreement to be entered into among our Company, the Selling Shareholders and the Underwriters, on or after the Pricing Date, but prior to filing the Prospectus with the RoC

UPI Unified payments interface which is an instant payment mechanism, developed by NPCI

UPI Circular Circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 issued by SEBI

UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI

UPI Mandate Request A request (intimating the RIB by way of a notification in the UPI linked mobile application, as disclosed by SCSB on SEBI website and by way of a SMS directing the RIB to the UPI linked mobile application) to the RIB initiated by the Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in case of Allotment

Wilful Defaulter An entity or person categorised as a wilful defaulter by any bank or financial institution or consortium thereof, in terms of regulation 2(1)(lll) of the 2018 SEBI ICDR Regulations

Working Day All days, excluding second and fourth Saturdays of the month, Sundays and public holidays, on which commercial banks in Mumbai are open for business, except with reference to (i) announcement of Price Band and Bid/Offer Period, where working day shall mean all days, excluding Saturdays, Sundays and public holidays, which are working days for commercial banks in Mumbai; and (ii) for the time period between the Bid / Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, it shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018

Technical / Industry Related Terms / Abbreviations

Term Description

AC Alternating current

Al Aluminium

ALFS Aluminium flat strip

ALRW Aluminium round wire

ASRS Automatic storage and retrieval system

BASEC British approvals service for cables

BIS Bureau of Indian Standards

CRISIL CRISIL Limited

CRISIL Report / Industry Report Report dated October, 2018 and titled ‘Assessment of electrical products industry in India – October 2018’ with addendum to the economy section February 2019, prepared by CRISIL

CRM Customer relationship management

CRM programme Customer relationship management programme

CSR Corporate social responsibility

Cu Copper

CWIP Capital work-in-progress

DB Distribution board

DC Direct current

Debtor Days Trade receivables (current and non-current) divided by revenue from operations divided by 365

EHV Extra-high voltage

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Term Description

ERP Enterprise resource planning

EPR Ethylene propylene rubber

EWA Electrical wiring accessories

FMEG Fast moving electrical goods

FR Flame retardant

FRLS Flame retardant low smoke

GPS Global positioning system

GSFS Galvanized steel flat strip

GSRW Galvanized steel round wire

HDPE High-density poly ethylene

HR Heat resistant

HT High tension

IEC International electrotechnical commission

IoT Internet of things

Inventory Days Inventory divided by raw material cost of goods sold divided by 365

ISO International Organization for Standardization

IT Information technology

LAN Local-area network

LDCs Light duty cables

LDPE Low-density poly ethylene

LED Light emitting diode

LME London metal exchange

LT Low tension

LV Low voltage

MES Manufacturing execution system

MOST Maynard operation sequence technique

MCB Miniature circuit breakers

MT Metric ton

MV Medium voltage

NABL National Accreditation Board for Testing and Calibration Laboratories

OEM Original equipment manufacturer

OHSAS Occupational Health and Safety Assessment Series

Payable Days Trade payables divided by Raw Material Cost of Goods Sold divided by 365

PV Photovoltaic

PVC Poly vinyl chloride

PVC (ST2) Poly vinyl chloride ST-2 grade

PVC Compounds Collectively, PVC, HDPE, LDPE and XLPE

RCBO Residual current breaker with overcurrent

RCCB Residual current circuit breakers

R&D Research and development

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Term Description

QAP Quality assurance plan

TDS Tax deducted at source

TPW Table wall pedestal

uPVC Unplasticized polyvinyl chloride

UL Underwriters laboratories

XLPE Cross linked poly ethylene

ZHFR Zero Halogen Flame Retardant

Conventional and General Terms / Abbreviations

Term Description

2009 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

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

€ European Euro

₹ / Rs. / Rupees / INR Indian Rupees

AGM Annual general meeting

AIFs Alternative investment fund as defined in and registered with SEBI under the Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012

Air Act Air (Prevention and Control Of Pollution) Act, 1981

Bn / bn Billion

BSE BSE Limited

CAGR / Compounded annual growth rate

Means the (Ending value/ beginning value)^(1/number of periods)-1

Category I foreign portfolio investors

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

Category II foreign portfolio investors

FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations

Category III foreign portfolio investors

FPIs who are registered as “Category III foreign portfolio investors” under the SEBI FPI Regulations

CCI Competition Commission of India

CDSL Central Depository Services (India) Limited

CENVAT Central value added tax

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CIN Corporate identity number

Civil Code Code of Civil Procedure, 1908

Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable

Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of the sections of the Companies Act, 2013) along with the relevant rules made thereunder

Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified Sections, along with the relevant rules made thereunder

Competition Act Competition Act, 2002

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Term Description

Debt to equity Non-current borrowing plus current borrowing (excluding acceptances) plus current maturities of long term borrowings divided by total equity including non-controlling interest

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996

DIN Director identification number

DP / Depository Participant Depository participant as defined under the Depositories Act

DP ID Depository participant’s identification

EBITDA Profit before tax plus finance cost plus depreciation and amortisation expense

EBITDA margin EBITDA divided by total income less of excise duty

EGM Extraordinary general meeting

Environment Act Environment (Protection) Act, 1986

EPS Earnings per share

Factories Act Factories Act, 1948

FCCDs Fully Compulsorily Convertible Debentures

FDI Foreign direct investment

FDI Policy Consolidated Foreign Direct Investment Policy notified by the Department of Industrial Policy & Promotion under D/o IPP F.No. 5(1)/2017-FC-1 dated August 28, 2017, effective from August 28, 2017

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017

Financial Year / Fiscal / Fiscal Year / FY

Unless stated otherwise, the period of 12 months ending March 31 of that particular year

FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations

FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations

GAAR General anti-avoidance rules

Gazette Gazette of India

GDP Gross domestic product

GIR General index register

GoI / Government Government of India

GST Goods and services tax

IBC Insolvency and Bankruptcy Code, 2016

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

IMF International Monetary Fund

Income Tax Act Income-tax Act, 1961

Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and referred to in the IndAS Rules

India Republic of India

Indian Accounting Standard Rules Companies (Indian Accounting Standards) Rules of 2015, as amended

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Term Description

Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies Act, 2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016

IPO Initial public offering

IST Indian Standard Time

KYC Know your customer

Legal Metrology Act Legal Metrology Act, 2009

Legal Metrology Rules Legal Metrology (Package Commodities) Rules, 2011

MCA Ministry of Corporate Affairs, Government of India

MCI Ministry of Commerce and Industry

Mn / mn Million

MoU Memorandum of understanding

MW Megawatt

N.A. / NA Not applicable

NACH National Automated Clearing House

NAV Net asset value

NCLT National Company Law Tribunal

NEFT National electronic fund transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA

NPCI National Payments Corporation of India

NR Non-resident

NRI A person resident outside India, who is a citizen of India or an ‘overseas citizen of India’ within the meaning of Section 7(A) of the Citizenship Act, 1955

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

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 and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer

ODI Regulations Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004

P / E Ratio Price / earnings ratio

p.a. Per annum

PAN Permanent account number

PAT Profit after tax

PAT margin Profit for the year divided by total income less of excise duty

RBI Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934

ROCE / Return on Capital Employed

(Profit before tax plus finance cost) divided by closing value of (non-current borrowings plus current borrowings plus current maturities of non-current borrowings plus total equity including non-controlling interest)

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Term Description

ROE / Return on Equity Profit for the year divided by closing value of equity including non-controlling interests

RTGS Real time gross settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012

SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000

SEBI ICDR Regulations 2009 SEBI ICDR Regulations and/or 2018 SEBI ICDR Regulations, as applicable

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015

SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996

Securities Act U.S. Securities Act, 1933

SICA Erstwhile Sick Industrial Companies (Special Provisions) Act, 1985

Stamp Act Indian Stamp Act, 1899

State Government The government of a state in India

Stock Exchanges BSE and NSE

STT Securities Transaction Tax

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

TAN Tax deduction account number

U.S. / USA / United States United States of America

USD / US$ United States Dollars

VAT Value added tax

VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF Regulations

Water Act Water (Prevention and Control Of Pollution) Act, 1974

The words and expressions used in this Red Herring Prospectus but not defined herein shall have the same meaning as is assigned to such terms under the SEBI ICDR Regulations, the Companies Act, the SEBI Act, the SCRA, the Depositories Act and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Statement of Tax Benefits”, “Financial Statements”, “Regulations and Policies”, “Offer Procedure – Part B”, “Basis for Offer Price”, “Industry Overview” and “Main Provisions of Articles of Association” beginning on pages 133, 266, 218, 600, 219, 139 and 641 respectively, shall have the meaning given to such terms in such sections.

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CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION

Certain Conventions

All references to “India” in this Red Herring Prospectus are to the Republic of India and all references to the “U.S.”, “US”, “USA” or “United States” are to the United States of America and all references to “Italy” are to the Italian Republic.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of this Red Herring Prospectus.

Financial Data

Unless the context requires otherwise, the financial information in this Red Herring Prospectus is derived from our Consolidated Financial Statements as at and for the nine month periods ended December 31, 2018 and December 31, 2017 and fiscals 2018, 2017, 2016 (prepared in accordance with the Companies Act and IndAS and restated in accordance with the 2009 SEBI ICDR Regulations, SEBI Circular and ICAI guidance note), fiscals 2015 and 2014 (prepared in accordance with the Companies Act and Indian GAAP), restated in accordance with the 2009 SEBI ICDR Regulations, SEBI Circular and ICAI guidance note.

For risks relating to significant differences between Ind AS, Indian GAAP and other accounting principles, see “Risk Factors – Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their assessment of our financial condition” on page 46.

Our Company’s financial year commences on April 1 and ends on March 31 of the following year; accordingly, all references in this Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year are to the 12 months ended March 31 of such year, unless otherwise specified.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding off. All figures, in decimals have been rounded off to the second decimal for all amounts in ₹ million and all percentage figures have been rounded off to two decimal places unless stated otherwise.

Compliance with the 2018 SEBI ICDR Regulations and 2009 SEBI ICDR Regulations

The 2018 SEBI ICDR Regulations have come into force with effect from November 10, 2018. Since the Draft Red Herring Prospectus was filed under the 2009 SEBI ICDR Regulations, this Red Herring Prospectus continues to comply with the disclosure requirements prescribed under the 2009 SEBI ICDR Regulations. However, this Red Herring Prospectus complies with, and has been updated for, any procedure related modifications prescribed under the 2018 SEBI ICDR Regulations.

Further, the Prospectus shall continue to comply with the disclosure requirements prescribed under the 2009 SEBI ICDR Regulations. However, the Prospectus shall comply with, and be updated for, any procedure related modifications prescribed under the 2018 SEBI ICDR Regulations.

Currency and Units of Presentation

All references to:

“Rupees” or “₹” or “INR” or “Rs.” Or “Re” are to Indian Rupee, the official currency of the Republic of India;

“USD” or “US$” are to United States Dollar, the official currency of the United States;

“EUR” or “EURO” or “€” are to Euro, the official currency of European Union; and

“GBP” or “POUND” or “£” are to Pound Sterling, the official currency of the United Kingdom.

Except otherwise specified, our Company has presented certain numerical information in this Red Herring Prospectus in “million” and “billion” units. One million represents 1,000,000 and one billion represents 1,000,000,000.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Rupees that have been presented solely to comply with the disclosure requirements prescribed under the 2009 SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Rupees, at any particular rate or at all.

The following table sets forth details of the exchange rate between the Rupee and other currencies, for the periods indicated:

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(in ₹) Currency As on

December 31, 2018

As on March 31, 2018(1)

As on March 31, 2017

As on March 31, 2016

As on March 31, 2015

As on March 31, 2014(2)

1 USD* 69.79 65.04 64.84 66.33 62.59 60.10 1 EUR* 79.78 80.62 69.25 75.10 67.51 82.58 1 GBP* 88.55 92.28 80.88 95.20 92.76 99.73

* RBI reference rate and www.fbil.org.in (1) Exchange rate as on March 28, 2018, as RBI reference rate is not available for March 31, 2018, March 30, 2018 and March 29, 2018

being a Saturday and public holidays, respectively. (2) Exchange rate as on March 28, 2014, as RBI reference rate is not available for March 31, 2014, March 30, 2014 and March 29, 2014

being a public holiday, a Sunday and a Saturday, respectively.

Time: All references to time in this Red Herring Prospectus are to Indian Standard Time.

Industry and Market Data

Industry and market data used in this Red Herring Prospectus has been obtained or derived from the CRISIL Report.

Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Accordingly, no investment decisions should be made based on such information. Although we believe the industry and market data used in this Red Herring Prospectus is reliable, it has not been independently verified by us, our Directors, our Promoters, any of the Selling Shareholders or the Lead Managers or any of their respective affiliates or advisors and none of these parties make any representations as to the accuracy of this information. The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable.

The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industries in which our business is conducted, and methodologies and assumptions may vary widely among different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors. Accordingly, investment decisions should not be based solely on such information.

Disclaimer of CRISIL

This Red Herring Prospectus contains data and statistics from a report dated October, 2018 and titled ‘Assessment of electrical products industry in India – October, 2018’, with addendum to the economy section February 2019, prepared by CRISIL, which has been commissioned by our Company for the purposes of confirming our understanding of the industry in connection with the Offer. CRISIL has requested the following disclaimer for inclusion of the information in the CRISIL Report in this Red Herring Prospectus.

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). CRISIL does not guarantee the accuracy, adequacy or completeness of any Data/ any material contained in or referred to in the Report. While CRISIL takes reasonable care in preparing the Report, CRISIL shall not be responsible for any errors or omissions in or for the results obtained from the use of Data or the decisions made based on, the Report. This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business activities in this regard. Polycab India Limited will be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written approval.

For details of risks in relation to the CRISIL report, see “Risk Factors – We have commissioned an industry report from CRISIL, which has been used for industry related data in this Red Herring Prospectus and such data has not been independently verified by us” on page 44.

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In accordance with the disclosure requirements prescribed under the 2009 SEBI ICDR Regulations, “Basis for Offer Price” on page 129 includes information relating to our peer group companies. Such information has been derived from publicly available sources, and neither we, nor the Lead Managers have independently verified such information.

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FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “will”, “will continue”, “will pursue”, “seek to” or other words or phrases of similar import. Similarly, statements that describe our Company’s strategies, objectives, plans or goals are also forward-looking statements.

All forward-looking statements are subject to risks, uncertainties and assumptions