PROSPECTUSDated April 27, 2015

Please read section 32 of the Companies Act, 2013Book Built Issue

MEP INFRASTRUCTURE DEVELOPERS LIMITED Our Company was incorporated as MEP Toll Road Private Limited on August 8, 2002, at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. The name of our Company was changed from MEP Toll Road Private Limited to MEP Infrastructure Developers Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai, to our Company on November 28, 2011. Thereafter, our Company was converted into a public limited company pursuant to approval of the shareholders in an extraordinary general meeting held on August 19, 2014 and consequently, the name of our Company was changed to MEP Infrastructure Developers Limited and a fresh certificate of incorporation consequent upon conversion to public limited company was granted on September 8, 2014. For details of changes in the name and the registered office of our Company, see the section “History and Certain Corporate Matters” on page 217.

Registered Office and Corporate Office: A 412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai 400 072 Contact Person: Shridhar Phadke, Company Secretary and Compliance Officer

Tel: (91 22) 6120 4800; Fax: (91 22) 6120 4804 Email: cs@mepinfra.com Website: www.mepinfra.comCorporate Identity Number: U45200MH2002PLC136779

Promoters of our Company: Dattatray P. Mhaiskar, Jayant D. Mhaiskar and Ideal Toll & Infrastructure Private LimitedPUBLIC ISSUE OF 51,074,941 EQUITY SHARES OF FACE VALUE OF ̀ 10 EACH (THE “EQUITY SHARES”) OF MEP INFRASTRUCTURE DEVELOPERS LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` 63* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 53 PER EQUITY SHARE) AGGREGATING UP TO ` 3,240 MILLION** (THE “ISSUE”). THE ISSUE WILL CONSTITUTE 31.42% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE ISSUE PRICE IS ` 63 PER EQUITY SHARE AND IS 6.3 TIMES THE FACE VALUE OF THE EQUITY SHARES.* Anchor Investor Issue Price is ` 65 per Equity Share.** Subject to finalization of Basis of Allotment.In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with the BSE referred to as the “Stock Exchanges”), by issuing a press release, and also by indicating the change on the website of the BRLMs and the terminals of the Syndicate Members.In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), this is an Issue for at least 25% of the post-Issue capital of our Company. The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”), subject to valid Bids being received at or above the Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For details, see the section ‘Issue Procedure’ on page 583.

RISKS IN RELATION TO THE FIRST ISSUEThis being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 each. The Issue Price is 6.3 times the face value of the Equity Shares. The Issue Price (determined and justified by our Company, in consultation with the BRLMs as stated under the section “Basis for Issue Price” on page 111) 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 or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on page 17.

ISSUER’S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity Shares offered through this Prospectus are proposed to be listed on the BSE and the NSE. We have received an ‘in-principle’ approval from each of BSE and NSE for the listing of the Equity Shares pursuant to the letters dated November 19, 2014 and November 5, 2014, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be the NSE. A copy of the Red Herring Prospectus has been registered with, and a copy of the Prospectus has been delivered for registration to, the Registrar of Companies, Mumbai (“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 the Red Herring Prospectus up to the Bid/Issue Closing Date, see the section “Material Contracts and Documents for Inspection” on page 644.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

IDFC Securities LimitedNaman ChambersC-32, G BlockBandra Kurla ComplexBandra (East)Mumbai 400 051Tel : (91 22) 6622 2500Fax : (91 22) 6622 2501Email : mep.ipo@idfc.com Investor Grievance Email: investorgrievance@idfc.com Website: www.idfccapital.comContact Person: Akshay BhandariSEBI Registration No.: MB/INM000011336

Inga Capital Private LimitedNaman Midtown, ‘A’ Wing21st FloorSenapati Bapat MargElphistone (West)Mumbai 400 012Tel: (91 22) 4031 3489 Fax: (91 22) 4031 3379Email: mep.ipo@ingacapital.comInvestor Grievance Email: investors@ingacapital.com Website: www.ingacapital.comContact Person: Ashwani TandonSEBI Registration Number: INM000010924

IDBI Capital Market Services Limited3rd Floor, Mafatlal CentreNariman PointMumbai 400 021Tel: (91 22) 4322 1212Fax: (91 22) 2285 0785Email: mep.ipo@idbicapital.comInvestor Grievance Email: redressal@idbicapital.comWebsite: www.idbicapital.comContact Person: Sumit Singh/ Gaurav KumarSEBI Registration Number: INM000010866

Link Intime India Private LimitedC-13 Pannalal Silk Mills CompoundL.B.S. Marg Bhandup (West) Mumbai 400 078Maharashtra, IndiaTel: (91 22) 6171 5400Fax: (91 22) 2596 0329E-mail: mep.ipo@linkintime.co.inWebsite: www.linkintime.co.inContact Person: Sachin AcharSEBI Registration No.: INR000004058

BID/ ISSUE PROGRAMME(1)

BID/ISSUE OPENED ON: APRIL 21, 2015 (TUESDAY) BID/ISSUE CLOSED ON: APRIL 23, 2015 (THURSDAY)(1) The Anchor Investor Bid/ Issue Period was one Working Day prior to the Bid/ Issue Opening Date, i.e. April 20, 2015.

TABLE OF CONTENTS

SECTION I: GENERAL .................................................................................................................................... 3

DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................. 14 FORWARD-LOOKING STATEMENTS ....................................................................................................... 16

SECTION II: RISK FACTORS ....................................................................................................................... 17

SECTION III: INTRODUCTION ................................................................................................................... 51

SUMMARY OF INDUSTRY ......................................................................................................................... 51 SUMMARY OF OUR BUSINESS.................................................................................................................. 58 SUMMARY FINANCIAL INFORMATION ................................................................................................. 65 THE ISSUE ..................................................................................................................................................... 75 GENERAL INFORMATION.......................................................................................................................... 76 CAPITAL STRUCTURE ................................................................................................................................ 87 OBJECTS OF THE ISSUE ............................................................................................................................ 104 BASIS FOR ISSUE PRICE ........................................................................................................................... 111 STATEMENT OF TAX BENEFITS ............................................................................................................. 114

SECTION IV: ABOUT OUR COMPANY ................................................................................................... 126

INDUSTRY OVERVIEW ............................................................................................................................. 126 OUR BUSINESS ........................................................................................................................................... 155 DESCRIPTION OF CERTAIN KEY CONTRACTS .................................................................................... 188 REGULATIONS AND POLICIES ............................................................................................................... 213 HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................. 217 SUBSIDIARIES ............................................................................................................................................ 221 MANAGEMENT .......................................................................................................................................... 234 PROMOTERS AND PROMOTER GROUP ................................................................................................. 253 GROUP COMPANIES ................................................................................................................................. 259 RELATED PARTY TRANSACTIONS ........................................................................................................ 272 DIVIDEND POLICY .................................................................................................................................... 273

SECTION V: FINANCIAL INFORMATION.............................................................................................. 274

FINANCIAL STATEMENTS ....................................................................................................................... 274 FINANCIAL STATEMENTS OF MIPL....................................................................................................... 427 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS .............................................................................................................................................. 477 FINANCIAL INDEBTEDNESS ................................................................................................................... 508

SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................ 538

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 538 GOVERNMENT AND OTHER APPROVALS ........................................................................................... 553 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 561

SECTION VII: ISSUE INFORMATION ..................................................................................................... 574

TERMS OF THE ISSUE ............................................................................................................................... 574 ISSUE STRUCTURE .................................................................................................................................... 577 ISSUE PROCEDURE ................................................................................................................................... 583

SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................. 635

SECTION IX: OTHER INFORMATION .................................................................................................... 644

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 644 DECLARATION .......................................................................................................................................... 646

3

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This 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 or regulation shall be to

such legislation, act or regulation as amended from time to time. In the section “Main Provisions of the Articles

of Association” on page 635, defined terms have the meaning given to such terms in the Articles of Association.

General Terms

Term Description

our “Company”, the

“Company” or the “Issuer”

MEP Infrastructure Developers Limited, a company incorporated under the

Companies Act, 1956 and having its Registered Office at A 412, boomerang,

Chandivali Farm Road, Near Chandivali Studio, Andheri (East), Mumbai 400

072

“We”, “our”, “us” or “Group” Unless the context otherwise indicates or implies, refers to our Company

together with its Subsidiaries

Company Related Terms

Term Description

Articles / Articles of

Association

Articles of association of our Company, as amended from time to time

Baramati Project The project for construction of the four lane Sakhali bridge on Karha River in

Baramati and maintenance of, and collection of toll for, the Ring Road and the

bridges in Baramati, Maharashtra awarded by MSRDC for a period of 19

years and four months from October 25, 2010 and operated by BTPL Board / Board of Directors Board of directors of our Company or a duly constituted committee thereof

BTPL Baramati Tollways Private Limited

Chennai Bypass Project The project for maintenance of, and collection of toll for, the Chennai Bypass

section in Tamil Nadu awarded by NHAI for a period of nine years from May

14, 2013 and operated by MEP CB

Corporate Promoter The corporate promoter of our Company, namely ITIPL. For details, see the

section “Promoters and Promoter Group” on page 253

Director(s) Director(s) on the Board of Directors of our Company

Equity Shares Equity shares of our Company of face value of ` 10 each fully paid-up

Group Companies Companies, firms and ventures promoted by our Promoters, irrespective of

whether such entities are covered under Section 370(1)(B) of the Companies

Act, 1956 or not and includes those companies, firms and ventures disclosed

in the section “Group Companies” beginning on page 259

Hyderabad-Bangalore Project The project for maintenance of, and collection of toll, for the Hyderabad–

Bangalore section of the National Highway No. 7 in Andhra Pradesh awarded

by NHAI for a period of nine years from May 16, 2013 and operated by MEP

HB

IEPL Ideal Energy Projects Limited

IRDP Solapur Project The project for collection of toll at four toll plazas located at Solapur – Hotgi

Road, Solapur – Barshi Road, Solapur – Degaon Mangalweda Road and

Solapur – Akkalkot Road together with maintenance of toll plazas and

maintenance of property and equipment provided by MSRDC in Solapur,

Maharashtra awarded by MSRDC for a period of 156 weeks from January 2,

2013 and operated by MEP Solapur

ITIPL Ideal Toll & Infrastructure Private Limited

Joint Statutory Auditors Joint statutory auditors of our Company, namely B S R and Co., Chartered

Accountants and Parikh Joshi & Kothare, Chartered Accountants

Kalyan Shilphata Project The project for collection of toll at two toll plazas located at Katai and Gove

4

Term Description

on the Bhiwandi – Kalyan – Shilphata section of State Highway No. 40 in

Maharashtra awarded by MSRDC for a period of 156 weeks from September

27, 2013 and operated by our Company

Key Management Personnel /

KMPs

Key management personnel disclosed in the section “Management” on page

250

Kini Tasawade Project The project for collection of toll at two toll plazas located near Kini and

Tasawade on the National Highway No. 4 in Maharashtra awarded by

MSRDC for a period of 104 weeks from May 29, 2014 and operated by

RTIPL

Long Term Project A project operated by our Company or any of its Subsidiaries with an initial

contractual term in excess of one year. A project with an initial contractual

period of one year or less will not be considered a long term project even if its

term has subsequently been extended to more than one year. See also “Short

Term Project”.

Madurai-Kanyakumari Project The project for maintenance of, and collection of toll for, the Madurai-

Tirunelveli-Panagudi-Kanyakumari section of the National Highway No. 7 in

Tamil Nadu awarded by NHAI for a period of nine years from September 22,

2013 and operated by RTRPL MICPL MEP Infra Constructions Private Limited

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

MEP CB MEP Chennai Bypass Toll Road Private Limited

MEP Hamirpur MEP Hamirpur Bus Terminal Private Limited

MEP HB MEP Hyderabad Bangalore Toll Road Private Limited

MEP HS MEP Highway Solutions Private Limited

MEP Infraprojects MEP Infraprojects Private Limited

MEP Nagzari MEP Nagzari Toll Road Private Limited

MEP RBPL MEP Roads & Bridges Private Limited

MEP RGSL MEP RGSL Toll Bridge Private Limited

MEP Solapur MEP IRDP Solapur Toll Road Private Limited

MEP Una MEP Una Bus Terminal Private Limited

MEPIDPL MEP Infrastructure Developers Private Limited

MIPL MEP Infrastructure Private Limited

MTIPL MEP Toll & Infrastructure Private Limited

MTPL MEP Tormato Private Limited

MTRPL Mhaiskar Toll Road Private Limited

Mumbai Entry Points The five entry points to Mumbai located at (i) Vashi on the Sion–Panvel

Highway; (ii) Dahisar on the Western Express Highway corridor; (iii) Mulund

on the Eastern Express Highway corridor; (iv) Mulund on the Lal Bahadur

Shashtri Marg corridor; and (v) Airoli on the Airoli Bridge corridor

Mumbai Entry Points Contract The contract dated November 19, 2010 entered into between our Company,

ITIPL, MIPL and MSRDC in respect of the Mumbai Entry Points Project

Mumbai Entry Points Project The project for operation and maintenance of, and collection of toll at, the

Mumbai Entry Points along with 27 flyovers and certain allied structures on

the Sion–Panvel Highway, the Western Express Highway corridor, the

Eastern Express Highway corridor, the Lal Bahadur Shashtri Marg corridor

and the Airoli Bridge corridor in Mumbai, Maharashtra awarded by MSRDC

for a period of 16 years from November 20, 2010 and operated by MIPL

Phalodi-Ramji Project The project for collection of toll at four toll plazas in the Phalodi – Pachpadra

– Ramji Ki Gol road corridor located at Kolu Pabuji village, Kelan Kot

village, Bhooka Bhagat Singh village and Naya Nagar village together with

maintenance of toll plazas and infrastructure facilities provided by RIDCOR

in Rajasthan, awarded by RIDCOR for a period of five years from September

17, 2010 and operated by RVPL

Promoters Promoters of our Company, namely Dattatray P. Mhaiskar, Jayant D.

5

Term Description

Mhaiskar and ITIPL. For details, see the section “Promoters and Promoter

Group” on page 253

Promoter Group Persons and entities constituting the promoter group of our Company in terms

of Regulation 2(1)(zb) of the SEBI Regulations and as disclosed in the section

“Promoters and Promoter Group” on page 253

The Promoter Group of our Company does not include Virendra D. Mhaiskar;

son of Dattatray P. Mhaiskar and brother of Jayant D. Mhaiskar, our

individual Promoters, or any entity in which Virendra D. Mhaiskar may have

an interest; since Virendra D. Mhaiskar has refused to provide any

information pertaining to himself or such entities.

Rajiv Gandhi Salai Project /

ITEL Project

Project for appointment as service agency for collection of toll at five toll

plazas located at the Rajiv Gandhi Salai in Chennai, Tamil Nadu awarded by

ITEL for a period of three years from March 8, 2014 and operated by our

Company

Registered Office / Corporate

Office

The registered and corporate office of our Company, which is located at A

412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri

(East), Mumbai 400 072

Registrar of Companies/RoC Registrar of Companies, Maharashtra at Mumbai

Restated Consolidated

Financial Information

Restated consolidated financial information of assets and liabilities as at

March 31, 2014, 2013, 2012, 2011 and 2010 and seven months ended October

31, 2014 and statement of profit and loss and cash flows for each of the years

ended March 31, 2014, 2013, 2012, 2011 and 2010 and seven months ended

October 31, 2014 for our Company and its Subsidiaries read alongwith all the

notes thereto and beginning on page 274

Restated Financial

Information

Collectively, the Restated Consolidated Financial Information and the

Restated Standalone Financial Information

Restated Standalone Financial

Information

Restated standalone financial Information of assets and liabilities as at March

31, 2014, 2013, 2012, 2011 and 2010 and seven months ended October 31,

2014 and statement of profit and loss and cash flows for each of the years

ended March 31, 2014, 2013, 2012, 2011 and 2010 and seven months ended

October 31, 2014 for our Company read alongwith all the notes thereto and

beginning on page 348

RGSL Project The project for maintenance of, and collection of toll at the toll plaza at

Bandra for, the Rajiv Gandhi Sea Link in Mumbai, Maharashtra awarded by

MSRDC for a period of 156 weeks commencing from February 6, 2014 and

operated by MEP RGSL

RTBPL Rideema Toll Bridge Private Limited

RTIPL Raima Toll & Infrastructure Private Limited

RTPL Rideema Toll Private Limited

RTRPL Raima Toll Road Private Limited

RVPL Raima Ventures Private Limited

Shareholders Shareholders of our Company

Short Term Project A project operated by our Company or any of its Subsidiaries with an initial

contractual term of one year or less. A project with an initial contractual term

of one year or less is considered to be a Short Term Project even if its term

has subsequently been extended to more than one year. See also “Long Term

Project”.

Subsidiaries Subsidiaries of our Company namely, MIPL, RVPL, RTPL, BTPL, RTBPL,

MEP Nagzari, MEP Solapur, RTRPL, MEP HB, MEP CB, MEP HS, MEP

RGSL, RTIPL, MICPL, MEP Infraprojects, MEP RBPL, MTRPL, MTIPL

and MTPL. For details, see the section “Subsidiaries” on page 221

Vidyasagar Setu Project The project for collection of toll at the toll plaza located at the Vidyasagar

Setu in West Bengal awarded by HRBC for a period of five years from

6

Term Description

September 1, 2013 and operated by RTBPL

Issue Related Terms

Term Description

Allot/Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares

pursuant to the Issue to successful Bidders

Allottee A successful Bidder to whom the Equity Shares are Allotted

Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder after

the Basis of Allotment has been approved by the Designated Stock Exchange

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion,

with a minimum Bid of ` 100 million

Anchor Investor Bid/ Issue

Period

The day, one Working Day prior to the Bid/Issue Opening Date, on which

Bids by Anchor Investors shall be submitted and allocation to Anchor Investor

shall be completed

Anchor Investor Issue Price ` 65 per Equity Share, being the final price at which the Equity Shares will be

issued and Allotted to Anchor Investors in terms of the Red Herring

Prospectus and this Prospectus

Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in

consultation with the BRLMs, to Anchor Investors on a discretionary basis.

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 Investors Issue Price.

Our Company has allocated 11,139,346 Equity Shares to Anchor Investors at `

65 per Equity Share in accordance with SEBI Regulations.

Application Supported by

Blocked Amount/ASBA

The process of submitting the Bid cum Application Form, whether physical or

electronic, used by Bidders, other than Anchor Investors, to make a Bid

authorising a SCSB to block the Bid Amount in the ASBA Account. ASBA is

mandatory for QIBs (other than Anchor Investors) and the Non-Institutional

Bidders participating in the Issue

ASBA Account An account maintained with an SCSB and specified in the Bid cum

Application Form submitted by ASBA Bidders for blocking the Bid Amount

mentioned in the Bid cum Application Form

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidder Any Bidder (other than Anchor Investors) in this Issue who intends to submit a

Bid through the ASBA process

Bankers to the Issue/Escrow

Collection Banks

Banks which are clearing members and registered with SEBI as bankers to an

issue and with whom the Escrow Account will be opened, in this case being

HDFC Bank Limited, IndusInd Bank Limited and Kotak Mahindra Bank

Limited Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under

the Issue and which is described in the section “Issue Procedure” on page 583

Bid An indication to make an offer during the Bid/Issue Period by a Bidder (other

than Anchor Investor) pursuant to submission of the Bid cum Application

Form, or during the Anchor Investor Bid/Issue Period by Anchor Investors, to

subscribe to the Equity Shares of our Company at a price within the Price

Band, including all revisions and modifications thereto as permitted under the

SEBI Regulations in terms of the Red Herring Prospectus and the Bid cum

Application Form

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application

Form and payable by the Bidder/blocked in the ASBA Account on submission

of a Bid in the Issue.

Bid cum Application Form The form used by a Bidder, including an ASBA Bidder, to make a Bid and

7

Term Description

which will be considered as an application for Allotment in terms of the Red

Herring Prospectus and this Prospectus

Bid/ Issue Closing Date Except in relation to Bids received from Anchor Investors, the date after which

the Syndicate, the Designated Branches and the Registered Brokers will not

accept any Bids for the Issue, which shall be notified in two national daily

newspapers, one each in English and Hindi and in one regional language, each

with wide circulation

Bid/ Issue Opening Date Except in relation to Bids received from the Anchor Investors, the date on

which the Syndicate, the Designated Branches and the Registered Brokers

shall start accepting Bids for the Issue, which shall be notified in two national

daily newspapers, one each in English and Hindi and in one regional language,

each with wide circulation

Bid/ Issue Period Except in relation to Anchor Investors, 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

Bid Lot 225

Bidder(s) Any prospective investor who makes a Bid pursuant to the terms of the Red

Herring Prospectus and the Bid cum Application Form

Book Building Process The book building process, as provided in Schedule XI of the SEBI

Regulations, in terms of which this Issue is being made

Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the

Bid cum Application Forms to a Registered Broker. The details of such Broker

Centres, along with the names and contact details of the Registered Broker are

available on the respective website of the Stock Exchanges.

BRLMs/Book Running Lead

Managers

The book running lead managers to the Issue, being IDFC Securities, Inga and

IDBI Capital

CAN / Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor

Investors, who have been allocated the Equity Shares, after the Anchor

Investor Bid/Issue Period

Cap Price The higher end of the Price Band, in this case being ` 65 per Equity Share,

subject to any revision thereto, above which the Issue Price will not be

finalised and above which no Bids will be accepted

Compliance Officer The company secretary who has been appointed as compliance officer of our

Company

Controlling Branches Such branches of SCSBs which coordinate Bids under the Issue with the

BRLMs, the Registrar and the Stock Exchanges, a list of which is available on

the website of SEBI at http://www.sebi.gov.in

Cut-off Price The Issue Price, finalised by our Company in consultation with BRLMs. Only

Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs

(including Anchor Investors) and Non-Institutional Bidders are not entitled to

Bid at the Cut-off Price

Designated Branches Such branches of the SCSBs which shall collect Bid cum Application Forms

used by ASBA Bidders, a list of which is available on the website of SEBI at

http://www.sebi.gov.in

Designated Date The date on which the Escrow Collection Banks transfer funds from the

Escrow Accounts and instructions are issued to the SCSBs for tranfer of funds

from the ASBA Accounts, to the Public Issue Account(s) or the Refund

Account, as the case may be, after the Prospectus is filed with the RoC

Designated Stock Exchange NSE

Draft Red Herring Prospectus

or DRHP

The draft red herring prospectus dated September 29, 2014 issued in

accordance with the SEBI Regulations, which does not contain complete

particulars of the price at which the Equity Shares will be Allotted

Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an

8

Term Description

offer or invitation under the Issue and in relation to whom the Bid cum

Application Form and the Red Herring Prospectus constitutes an invitation to

subscribe to the Equity Shares

Engagement Letters The engagement letters dated August 22, 2014 between our Company, IDFC

Securities and Inga, and dated May 2, 2014 between our Company and IDBI

Capital

Escrow Account Account opened with the Escrow Collection Banks and in whose favour the

Bidders (excluding the ASBA Bidders) will issue cheques or demand drafts in

respect of the Bid Amount when submitting a Bid

Escrow Agreement Agreement dated March 25, 2015 entered into between our Company, the

Registrar to the Issue, the BRLMs, the Syndicate Members, the Escrow

Collection Banks for collection of the Bid Amounts and where applicable,

refunds of the amounts collected to the Bidders (excluding the ASBA Bidders)

on the terms and conditions thereof

Equity Listing Agreement Listing agreement to be entered into by our Company with the Stock

Exchanges

First Bidder The Bidder whose name appears first in the Bid cum Application Form or

Revision Form

Floor Price The lower end of the Price Band, in this case being ` 63 per Equity Share,

subject to any revision thereto, at or above which the Issue Price will be

finalised and below which no Bids will be accepted

IDBI Capital IDBI Capital Market Services Limited

IDFC Securities IDFC Securities Limited

Inga Inga Capital Private Limited

Issue Public issue of 51,074,941 Equity Shares for cash at a price of ` 63* each,

aggregating up to ` 3,240 million**, pursuant to the terms of the Red Herring

Prospectus.

* Anchor Investor Issue Price is ` 65 per Equity Share.

** Subject to finalization of Basis of Allotment.

Issue Agreement The agreement dated September 29, 2014 between our Company and the

BRLMs, pursuant to which certain arrangements are agreed to in relation to

the Issue Issue Price ` 63 per Equity Share, being the final price at which the Equity Shares will be

Allotted in terms of the Red Herring Prospectus

Issue Proceeds The proceeds of the Issue available to our Company. For further information

about use of Issue Proceeds, see the section “Objects of the Issue” on page 104

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 1,358,343

Equity Shares which shall be available for allocation to Mutual Funds only

Net Proceeds Proceeds of the Issue less the Issue expenses. For further information about the

Issue expenses, see the section “Objects of the Issue” on page 104

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid

for Equity Shares for an amount more than ` 200,000 (but not including NRIs

other than Eligible NRIs)

Non-Institutional Portion The portion of the Issue being not more than 15% of the Issue, or 7,661,241

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 Issue Price

Price Band Price Band of a minimum price of ` 63 per Equity Share (Floor Price) and the

maximum price of ` 65 per Equity Share (Cap Price), including any revisions

thereof. The Price Band and the minimum Bid Lot size for the Issue was

decided by our Company in consultation with the BRLMs and advertised, at

least five Working Days prior to the Bid/Issue Opening Date, in all editions of

English national newspaper Financial Express, all editions of Hindi national

9

Term Description

newspaper Jansatta, and Mumbai edition of regional language newspaper

Navshakti, each with wide circulation.

Pricing Date The date on which our Company, in consultation with the BRLMs, will

finalise the Issue Price

Prospectus This Prospectus, dated April 27, 2015 to be filed with the RoC in accordance

with section 26 of the Companies Act, 2013 containing, inter alia, the Issue

Price that is determined at the end of the Book Building Process, the size of

the Issue and certain other information

Public Issue Account(s) Account(s) opened with the Bankers to the Issue to receive monies from the

Escrow Account(s) and to which funds shall be tranferred by the SCSBs from

the ASBA Account, on or after the Designated Date

QIB Category / QIB Portion The portion of the Issue (including the Anchor Investor Portion) amounting to

at least 75% of the Issue consisting of 38,306,206 Equity Shares which shall

be Allotted to QIBs (including Anchor Investors) on a proportionate basis

Qualified Institutional Buyers

or QIBs

Qualified institutional buyers as defined under Regulation 2(1)(zd) of the

SEBI Regulations

Red Herring Prospectus or

RHP

The red herring prospectus dated April 9, 2015 issued by our Company in

accordance with section 32 of the Companies Act, 2013 and the provisions of

the SEBI Regulations, as supplemented by addendum dated April 17, 2015,

which does not have complete particulars of the price at which the Equity

Shares are offered. The Red Herring Prospectus will become the Prospectus

upon filing with the RoC after the Pricing Date.

Refund Account The account opened with the Refund Bank, from which refunds, if any, of the

whole or part of the Bid Amount (excluding refunds to ASBA Bidders) shall

be made

Refund Bank HDFC Bank Limited

Refunds through electronic

transfer of funds

Refunds through NECS, Direct Credit, RTGS or NEFT, as applicable

Registered Brokers Stock brokers registered with the stock exchanges having nationwide

terminals, other than the members of the Syndicate

Registrar to the

Issue/Registrar

Registrar to the Issue, in this case being Link Intime India Private Limited

Retail Individual Bidder(s) Individual Bidders who have Bid for Equity Shares for an amount not more

than ` 200,000 in any of the bidding options in the Issue (including HUFs

applying through their Karta and Eligible NRIs)

Retail Portion The portion of the Issue being not more than 10% of the Issue, or 5,107,494

Equity Shares which shall be available for allocation to Retail Individual

Bidder(s) in accordance with SEBI Regulations subject to valid Bids being

received at or above the Issue Price

Revision Form Form used by the Bidders, including ASBA 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). Kindly note that QIB Bidders and

Non-Institutional Bidders are not allowed to withdraw or lower their Bid (in

terms of number of Equity Shares or the Bid Amount) at any stage

Self Certified Syndicate

Banks or SCSBs

The banks registered with SEBI, offering services in relation to ASBA, a list

of which is available on the website of SEBI at http://www.sebi.gov.in

Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms

from ASBA Bidders, a list of which is available at the website of the SEBI

(www.sebi.gov.in) and updated from time to time

Stock Exchanges BSE and NSE

Syndicate Agreement Agreement dated March 25, 2015 entered into amongst the BRLMs, the

Syndicate Members, the Registrar to the Issue and our Company in relation to

the collection of Bids in this Issue (excluding Bids from Bidders applying

through the ASBA process or Bids submitted to the Registered Brokers at the

10

Term Description

Broking Centres)

Syndicate Members Hem Securities Limited, Intime Equities Limited, Sharekhan Limited and

Sunidhi Securities and Finance Limited

Syndicate/ members of the

Syndicate

BRLMs and Syndicate Members

TRS/Transaction Registration

Slip

The slip or document issued by the Syndicate, or the SCSB (only on demand),

as the case may be, to the Bidder as proof of registration of the Bid

Underwriters BRLMs and Syndicate Members

Underwriting Agreement The agreement dated April 27, 2015 amongst the Underwriters and our

Company

Working Days Any day, other than Saturdays and Sundays, on which commercial banks in

Mumbai are open for business, provided however, for the purpose of the time

period between the Bid/Issue Closing Date and listing of the Equity Shares on

the Stock Exchanges, “Working Days” shall mean all days excluding Sundays

and bank holidays in Mumbai in accordance with the SEBI circular no.

CIR/CFD/DIL/3/2010 dated April 22, 2010

Technical/Industry Related Terms/Abbreviations

Term Description

AVECL Ahmedabad Vadodara Expressways Company Limited

BOOT Build, Own, Operate and Transfer

BOT Build, Operate and Transfer

BTLO Build-Transfer-Lease-Operate

BRO Border Roads Organisation

CRF Central Road Fund

DBFOT Design, Build, Finance, Operate and Transfer

DIPP Department of Industrial Policy and Promotion

EPC Engineering, Procurement and Construction

ETC Electronic Toll Collection

HPBSMDA Himachal Pradesh Bus Stand Management and Development Authority

HRBC Hooghly River Bridge Commissioners

IHMCL Indian Highways Management Company Limited

ITEL IT Expressway Limited

MJPRCL Mumbai – JNPT Port Road Company Limited

MoRTH Ministry of Road Transport and Highways

MSRDC Maharashtra State Road Development Corporation Limited

NHAI National Highways Authority of India

NHDP National Highway Development Programme

O&M Operation and Maintenance services

OMT Operate, Maintain and Transfer

PMGSY Pradhan Mantri Gram Sadak Yojna

POS Point of Sale

PPP Public Private Partnership

PWD Public Works Department

RFID Radio Frequency Identification

RIDCOR Road Infrastructure Development Company of Rajasthan Limited

RSRDC Rajasthan State Road Development & Construction Corporation Limited

VGF Viability Gap Funding

http://morth.nic.in/

11

Conventional Terms/ Abbreviations

Term Description

AGM Annual general meeting

AIF Alternative Investment Fund as defined in and registered with SEBI under the

Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012, as amended

AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of

India

BSE BSE Limited

CAGR Compounded annual growth rate

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

CBDT Central Board of Direct Taxes

CDSL Central Depository Services (India) Limited

CESTAT Central Excise & Service Tax Appellate Tribunal

CIN Corporate identity number

Client ID Client identification number of the Bidder’s beneficiary account

Companies Act Companies Act, 1956 (without reference to the provisions thereof that have

ceased to have effect upon notification of the Notified Sections) and the

Notified Sections

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996

DIN Director identification number

DP ID Depository participant’s identification

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

EBITDA Earnings before interest, tax, depreciation and amortisation

EGM Extraordinary general meeting

EPS Earnings per share

FCNR Foreign currency non-resident

FDI Foreign direct investment

FEMA

Foreign Exchange Management Act, 1999 read with rules and regulations

thereunder and amendments thereto

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations, 2000, as amended

FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations

Financial

Year/Fiscal/FY/Fiscal Year

The period of 12 months ending March 31 of that particular year

FIPB Foreign Investment Promotion Board

FVCI Foreign venture capital investors as defined and registered with SEBI under

the Securities and Exchange Board of India (Foreign Venture Capital

Investors) Regulations, 2000

GDP Gross domestic product

GIR General index register

GoI/Government Government of India

HUF Hindu undivided family

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act/ I.T. Act The Income Tax Act, 1961

12

Term Description

Indian GAAP Generally Accepted Accounting Principles in India

Insurance Companies Insurance companies registered with the IRDA

IPO Initial public offering

IRDA Insurance Regulatory and Development Authority

LLP Act Limited Liability Partnership Act, 2008

MICR Magnetic ink character recognition

Mutual Funds A mutual fund registered with SEBI under the Securities and Exchange Board

of India (Mutual Funds) Regulations, 1996

National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated

November 23, 2005 of the GoI, published in the Gazette of India

NAV Net asset value

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified as having

come into effect prior to the date of this Prospectus

NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an

NRI, FIIs, FPIs and FVCIs

NRE Account Non resident external account

NRI A person resident outside India, who is a citizen of India or a person of Indian

origin, and shall have the meaning ascribed to such term in the Foreign

Exchange Management (Deposit) Regulations, 2000

NRO Account Non resident ordinary account

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 had taken benefits under the general permission

granted to OCBs under FEMA

p.a. Per annum

P/E Ratio Price/earnings ratio

PAN Permanent account number

PAT Profit after tax

RBI Reserve Bank of India

RoNW Return on net worth

`/Rs./Rupees Indian Rupees

RTGS Real time gross settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012

SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995

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 Investor)

Regulations, 2000

SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares

13

Term Description

and Takeovers) Regulations, 2011

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

1996

SICA Sick Industrial Companies (Special Provisions) Act, 1985

SPV Special Purpose Vehicle

State Government The government of a State in India

UK United Kingdom

ULIP Unit Linked Insurance Plan

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

U.S. GAAP Generally Accepted Accounting Principles in the United States of America

USD / US$ United States Dollars

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

VCF Regulations or the SEBI AIF Regulations, as the case may be

14

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to “India” contained in this Prospectus are to the Republic of India and all references to the

“U.S.”, “USA” or the “United States” are to the United States of America.

Financial Data

Unless stated otherwise, financial data included in this Prospectus is derived from the restated standalone and

consolidated financial information of our Company as of and for the years ended March 31, 2010, 2011, 2012,

2013 and 2014 and seven months ended October 31, 2014 and the related notes, schedules and annexures

thereto included elsewhere in this Prospectus, prepared in accordance with Indian GAAP and the Companies

Act, 1956 and / or Companies Act, 2013 and restated in accordance with the SEBI Regulations. In this

Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to

rounding off.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year, so all references

to a particular financial year, unless stated otherwise, are to the 12 months period ended on March 31 of that

year.

There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the

financial information to IFRS or U.S. GAAP financial information has not been provided. Our Company has

not attempted to explain those differences or quantify their impact on the financial data included in this

Prospectus, and it is urged that you consult your own advisors regarding such differences and their impact on

our Company’s financial data. Accordingly, the degree to which the financial information included in this

Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with

Indian accounting practices, Indian GAAP, the Companies Act, 1956 and / or Companies Act, 2013 and the

SEBI Regulations. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, the

Companies Act, the SEBI Regulations on the financial disclosures presented in this Prospectus should

accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in this Prospectus, including in the sections

“Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” on pages 17, 155 and 477 respectively, have been calculated on the basis of the restated

consolidated and standalone financial information prepared in accordance with Indian GAAP and the

Companies Act, 1956 and restated in accordance with the SEBI Regulations.

Currency and Units of Presentation

All references to:

“`” or “Rupees” are to Indian Rupees, the official currency of the Republic of India; and

“US$” or “USD” are to United States Dollars, the official currency of the United States of America.

Our Company has presented certain numerical information in this Prospectus in “million” units. One million

represents 1,000,000 and one billion represents 1,000,000,000.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Prospectus have been obtained or derived from

publicly available information as well as industry publications and sources. Further, information pertaining to

toll collection market and OMT market for road projects have been derived from a report titled “Assessment of

Operate-Maintain-Transfer (OMT) and Toll Collection Market for Road Projects in India” dated June 2014, by

CRISIL Limited (CRISIL Research) (the “CRISIL Report”).

Industry publications generally state that information contained in those publications has been obtained from

sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability

cannot be assured. Accordingly, no investment decision should be made on the basis of such information.

15

Although we believe that industry data used in this Prospectus is reliable, it has not been independently verified

by the BRLMs or our Company. Such data involves risks, uncertainties and numerous assumptions and is

subject to change based on various factors, including those discussed in the section “Risk Factors” on page 17.

Accordingly, investment decisions should not be based solely on such information.

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this

Report based on the information obtained by CRISIL from sources which it considers reliable (Data). However,

CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible

for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a

recommendation to invest / disinvest in any company covered in the Report. CRISIL especially states that it has

no financial liability whatsoever to the subscribers/ users/ transmitters/ distributors of this Report. CRISIL

Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings

Division / CRISIL Risk and Infrastructure Solutions Limited (CRIS), which may, in their regular operations,

obtain information of a confidential nature. The views expressed in its 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.

The extent to which market and industry data used in this Prospectus is meaningful depends on the reader’s

familiarity with and understanding of methodologies used in compiling such data. There are no standard data

gathering methodologies in the industry in which business of our Company is conducted, and methodologies

and assumptions may vary widely among different industry sources.

Definitions

For definitions, see the section “Definitions and Abbreviations” on page 3. In the section “Main Provisions of

the Articles of Association” on page 635, defined terms have the meaning given to such terms in the Articles of

Association.

16

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can

be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,

“objective”, “plan”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar import.

Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements.

All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause

actual results to differ materially from those contemplated by the relevant forward-looking statement.

Certain important factors that could cause actual results to differ materially from our expectations include, but

are not limited to, the following:

ability to accurately forecast traffic volumes for our projects;

Dependence on road projects undertaken or awarded by government entities or other entities funded by the Government of India;

Dependence on Mumbai Entry Points Project;

Ability to obtain new contracts;

Ability to successfully implement new technologies in tolling as well as maintainence activities;

Ability to obtain third party debts for our projects; and

Ability to generate revenue to cover increase in interest rate and operating and maintainence costs.

For further discussion on factors that could cause actual results to differ from expectations, see the sections

“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on pages 17, 155 and 477, respectively. By their nature, certain market risk disclosures

are only estimates and could be materially different from what actually occurs in the future. As a result, actual

gains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect current views as of the date of this Prospectus and are not a guarantee of

future performance. These statements are based on the management’s beliefs and assumptions, which in turn are

based on currently available information. Although we believe the assumptions upon which these forward-

looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the

forward-looking statements based on these assumptions could be incorrect. Neither our Company, the Directors,

the BRLMs nor any of their respective affiliates have any obligation to update or otherwise revise any

statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying

events, even if the underlying assumptions do not come to fruition. Our Company will ensure that the investors

in India are informed of material developments until the time of the grant of listing and trading permission by

the Stock Exchanges.

17

SECTION II: RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. Investors should carefully consider all the

information in this Prospectus, including the risks and uncertainties described below, before making an

investment in the Equity Shares. The risks and uncertainties described in this section are not the only risks that

we currently face. Additional risks and uncertainties not currently known to us or that are currently believed to

be immaterial may also have an adverse impact on our business, results of operations and financial condition.

If any of the following risks, or other risks that are not currently known or are currently deemed immaterial,

actually occur, our business, results of operations and financial condition could be materially and adversely

affected and the price of our Equity Shares could decline, causing the investors to lose part or all of the value of

their investment in the Equity Shares. The financial and other related implications of the risk factors, wherever

quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors

where the financial impact is not quantifiable and, therefore, cannot be disclosed in such risk factors.

This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our Company’s

actual results could differ materially from those anticipated in these forward-looking statements as a result of

certain factors, including the considerations described below and elsewhere in this Prospectus. See the section

“Forward-Looking Statements” on page 16. To obtain a complete understanding, prospective investors should

read this section in conjunction with the sections “Our Business” and “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” on pages 155 and 477, respectively, as well as the other

financial and statistical information contained in this Prospectus. Unless otherwise stated, financial

information in this section is derived from our Restated Consolidated Financial Information included in section

“Financial Statements” on page 274. In making an investment decision, prospective investors must rely on their

own examination of our Company and the terms of the Issue including the merits and the risks involved.

Internal Risk Factors:

1. There are outstanding legal proceedings alleging criminal negligence against one of our Subsidiaries.

A public interest litigation has been filed in the High Court of Bombay by Ketan Tirodkar against

MSRDC and MEP RGSL as the project operator for the RGSL Project, in connection with a suicide

incident that took place at RGSL, alleging that the infrastructure and security measures at RGSL are

inadequate to prevent suicide incidents. The Petitioner has prayed, inter alia, that: (i) MEP RGSL be

directed to undertake efforts to remedy the same; (ii) MEP RGSL and MSRDC be directed to pay

compensation to the Government for failing to install sufficient security and surveillance infrastructure;

and (iii) the Ministry of Home Affairs, Government of Manaharashtra be directed to register a first

information report into the criminal negligence on the part of MEP RGSL and MSRDC that led threat to

the security and safety of the common man and the city of Mumbai. MEP RGSL has filed an application

before the High Court of Bombay seeking quashing of the public interest litigation so far as it relates to

MEP RGSL.

An adverse outcome in the abovementioned proceedings could have an adverse effect on our reputation

and may affect our future business, prospects, financial condition and results of operations. We cannot

assure you that these proceedings will be decided in favour of MEP RGSL. For further details, see the

section “Outstanding Litigation and Material Developments – Litigation involving our Subsidiaries –

MEP RGSL – Litigation against MEP RGSL – Public Interest Litigation” on page 546.

2. We derive a substantial portion of our revenue from the Mumbai Entry Points Project. Termination of, or reduction in revenue from, the Mumbai Entry Points Project could have a material adverse

effect on our business, results of operation and financial condition.

A significant portion of our total revenue on a consolidated basis is generated from the Mumbai Entry

Points Project, in terms of which we undertake the maintenance of and collection of toll at, the five

Mumbai Entry Points, pursuant to a contract dated November 19, 2010 with MSRDC (the “Mumbai

Entry Points Contract”). The letter of award for the Mumbai Entry Points Project was issued by MSRDC

in favour of a consortium between our Company and ITIPL. MIPL, one of the Subsidiaries of our

18

Company, was incorporated as a special purpose vehicle to operate the Mumbai Entry Points Project and

subsequently, the Mumbai Entry Point Contract was executed between MSRDC, ITIPL, our Company

and MIPL, with MIPL as the contractor. The term of the Mumbai Entry Points Contract is for a period of

16 years from November 20, 2010. For seven months ended October 31, 2014, Fiscal 2014, Fiscal 2013

and Fiscal 2012, the Mumbai Entry Points Project contributed 18.88%, 28.46%, 26.14% and 29.46%,

respectively, of our total revenue on a consolidated basis.

We have made a non-refundable upfront payment of ` 21,000.00 million to MSRDC for the Mumbai

Entry Points Project in 2010. MIPL has availed a loan of ` 21,210.00 million from IDFC Limited, HDFC

Limited, Canara Bank and India Infrastructure Finance Company Limited (the “MIPL Lenders”) for

securitisation of and for carrying out maintenance activities in relation to the Mumbai Entry Points

Project. For further details, including details of liquidated damages, see the section “Our Business –

OMT Projects – Mumbai Entry Points Project”, “Description of Certain Key Contracts – OMT Projects –

Mumbai Entry Point Project” and “Financial Indebtedness” on pages 170, 188 and 508, respectively. In

terms of the Mumbai Entry Points Contract, MSRDC has the right to terminate the Mumbai Entry Points

Contract in the event of any material breach or default on our part in complying with the terms and

conditions of the Mumbai Entry Points Contract, including any default on our obligations under the

financing agreements for the loans availed for the Mumbai Entry Points Project. Further, MSRDC may

also terminate the Mumbai Entry Points Contract upon occurrence of any force majeure events in

accordance with the provisions of the Mumbai Entry Points Contract. Further, in terms of the

substitution agreement amongst MSRDC, MIPL and certain lenders of MIPL (the “MIPL Lenders”), the

MIPL Lenders have a right to substitute MIPL with another contractor for the Mumbai Entry Points

Project, with the approval of MSRDC, on the occurrence of any material breach on MIPL’s part to

comply with the terms of the Mumbai Entry Points Contract or any material default on MIPL’s part to

make payments under the financing documents for the Mumbai Entry Points Project.

Whilst we are entitled to receive compensation from MSRDC in the event of an early termination, there

is no assurance that we would be able to recover the amounts invested by us entirely. An early

termination of the Mumbai Entry Points Contract by MSRDC would materially adversely affect our

business, results of operations and financial condition. For details regarding the Mumbai Entry Points

Contract, see the section “Description of Certain Key Contracts” on page 188.

Further, the revenue that we generate from the Mumbai Entry Points Project may reduce on account of

different factors including fall in traffic volume. Any substantial reduction in the revenue from the

Mumbai Entry Points Project would have an adverse impact on our business, results of operation and

financial condition.

3. Most of our long-term projects are held through our Subsidiaries and are subject to restrictions (with respect to disposition of shares held by us in such Subsidiaries which are implementing the projects),

and we are liable for acts done by such Subsidiaries until such projects achieve their commercial

operation date.

Our Long Term projects; except the ITEL Project, Kalyan-Shilphata Project; are held through our

Subsidiaries. For details, see the section “Our Business” on page 155. Such Long Term projects held

through our Subsidiaries, which are also our material projects, contributed 53.86%, 57.36%, 29.79% and

33.29% of our total revenue on a consolidated basis for the seven months ended October 31, 2014, Fiscal

2014, Fiscal 2013 and Fiscal 2012, respectively. Under the terms of the contracts for our OMT projects

with NHAI, we are required to retain (along with other consortium members) 51% of the share capital of

the Subsidiary operating the project, for the contract period and any change of control over such

Subsidiary (which, under the OMT contracts with NHAI, includes transfer of legal/beneficial ownership

or control over 15% of the equity of such entity) requires the prior approval of the authority concerned.

Our Company has entered into a share purchase agreement dated November 29, 2013 with IEPL and

MEP HB for purchase of 4,890 equity shares, constituting 48.90% of MEP HB from IEPL. MEP HB has

made an application dated August 20, 2013 to NHAI for such transfer and NHAI, by its letter dated

January 7, 2015 has accorded its consent for such transfer. Under the Mumbai Entry Points Contract, our

Company is required to hold a minimum of 26% of the share capital of MIPL during the contract period.

19

Such restrictions may adversely affect our ability to raise funds, if necessary, by selling a substantial

stake or effecting change of control in any of our projects. Any delay or failure to obtain approval of the

authority may result in a delay in execution of our growth plans and may in turn have an adverse effect

on our business.

Further, under the terms of the OMT contracts with NHAI, our Company (as a member of the

consortium which was awarded the bid) is liable for all acts of such subsidiary until the commercial

operation date for that project is achieved. Furthermore, under the contract for the Solapur toll collection

project, while the rights and benefits accorded to our Company have been assigned to the relevant

Subsidiary undertaking the project, our Company continues to be responsible to MSRDC for all the

liabilities under the contract. In the event of insolvency and consequent winding up of any such

Subsidiary, our Company’s claims to the assets of such Subsidiary, as a shareholder, would remain

subordinated to claims of lenders or other creditors. Similarly, if any liability for any acts of our

Subsidiary crystallizes upon us, it could have a material adverse effect on our results of operations,

financial condition and cash flows.

4. We derive substantial portion of our total revenue on a consolidated basis from Short Term projects which are terminable unilaterally by the authorities without assigning any reason.

As on March 19, 2015, out of the 18 ongoing toll collection projects operated by us, 12 are Short Term

Projects. A substantial portion of our total revenue on a consolidated basis is derived from our Short

Term projects which accounted for 41.52%, 37.52%, 67.70% and 60.83% of our total revenue on a

consolidated basis for the seven months ended October 31, 2014, Fiscal 2014, 2013 and 2012,

respectively. All our Short Term Projects are terminable by the authorities without assigning any reason.

There is no assurance that we would receive any compensation on account of such early unilateral

termination of these short term contracts or that the compensation so received shall be sufficient to cover

the cost incurred or to fulfill any debt obligation for such project. Any such early termination may result

in us losing the cost incurred by us for operating such projects and may lead to losses or lower than

expected profits on such contracts.

Further, there is no assurance that we will be able to obtain re-award of these Short Term projects upon

expiry of the contract period. Failure to obtain re-award of the Short Term projects could adversely

affect our business and financial condition.

5. Our Company proposes to utilize majority of the Net Proceeds to repay/prepay certain loans availed by our Subsidiary, MIPL, and accordingly, the utilization of Net Proceeds will not result in creation of

any tangible assets.

Our Company intends to use approximately 80% of the Net Proceeds for the purposes of repayment/ pre-

payment, in full or part, of certain loans availed by our Subsidiary, MIPL. The details of the loans

identified to be repaid/prepaid using the Net Proceeds have been disclosed in the section “Objects of the

Issue” on page 104 (“Identified Loans”). However, the repayment/prepayment of the Identified Loans

are subject to various factors including, (i) any conditions attached to the loans restricting our ability to

prepay the loans and time taken to fulfill such requirements, and (ii) terms and conditions of such

consents and waivers.

Further, the lenders while providing their consents for prepayment or repayment of the loans, have

imposed certain restrictions on our Company as well as MIPL. IDFC Limited, in its letter dated June 9,

2014, HDFC Limited in its letter dated June 20, 2014 and India Infrastructure Finance Company Limited

(“IIFCL”) in its letter dated July 22, 2014, while providing their consent for the Issue, have stated: (i) our

Company is required to hold at least 70% shareholding in MIPL even after the proposed Issue; (ii) MIPL

and our Company shall ensure utilisation of at least 75% of the total proceeds of the Issue, as an

investment/unsecured loan, to prepay debt of senior lenders of MIPL being IDFC Limited, IIFCL,

Canara Bank and HDFC Limited, on a proportionate basis; and (iii) other lenders of MIPL provide

similar approval. Further IIFCL, by its letter dated August 27, 2014 has stated that the balance 25% of

the total proceeds of the Issue may be utilized by our Company towards partial repayment/prepayment of

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subordinated debt sanctioned by L & T Infrastructure Finance Company Limited (“L&T Infrastructure”)

to MIPL, if being one of the objects of the Issue. Canara Bank, in its letter dated June 9, 2014, while

providing consent for investing the Issue Proceeds in MIPL for the purpose of prepayment of certain

loans availed by MIPL, have stated that such consent is subject to the following conditions: (i) other

lenders of MIPL provide similar approval; (ii) disclosure be included in the offer document that the

proceeds of the Issue, to the extent of 75%, would be used for investment in MIPL; and (iii) detailed

utilization plan of the proceeds of Issue to be submitted to Canara Bank. L&T Infrastructure, in its letter

dated September 23, 2014, while providing consent, has stated that such consent is subject to following

conditions: (i) the validity of the consent shall fall off in case the Draft Red Herring Prospectus is not

filed by December 31, 2014; (ii) one of the objects of the Issue shall be the partial prepayment of the

facility, which shall be made in proportion to the aggregate outstanding loan amount of the senior

lenders of MIPL being prepaid / repaid from the Issue proceeds; and (iii) L&T Infrastructure shall have

the right to review the clause pertaining to the use of proceeds disclosed in the Draft Red Herring

Prospectus prior to filing of the same with SEBI. Further, Canara Bank, in its letter dated February 21,

2015, while providing consent, for prepaying the loan availed by MIPL from Canara Bank which is

proposed to be prepaid by utilising the Net Proceeds, has stated that such consent is subject to following

conditions: (i) MIPL will meet commitments of interest and installments promptly in future; (ii) all other

lenders shall provide similar consent; (iii) all terms and conditions of the sanction letter dated February

3, 2011 to the extent not modified shall continue; and (iv) prepayment penalty as per sanction terms shall

be collected at the time of prepayment. Any failure on our part to comply with these conditions may

result in breach of the respective loan agreements. For further details, see the section “Objects of the

Issue” on page 104. The Net Proceeds will not result in creation of any tangible assets as they are

proposed to be utilized for repayment or pre-payment of certain loans availed by MIPL.

However, the actual mode of such deployment of Net Proceeds into MIPL, whether equity or debt or any

other instrument, has not been finalized as on the date of this Prospectus.

6. The Promoter Group of our Company does not include Virendra D. Mhaiskar, son of Dattatray P. Mhaiskar and brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which

Virendra D. Mhaiskar may have an interest.

The Promoter Group of our Company does not include Virendra D. Mhaiskar, son of Dattatray P.

Mhaiskar and brother of Jayant D. Mhaiskar, our individual Promoters, or any entity in which Virendra

D. Mhaiskar may have an interest. Our Promoter, Jayant D. Mhaiskar has disassociated from the

businesses of Virendra D. Mhaiskar. However, there are no formal disassociation arrangements between

Jayant D. Mhaiskar and Virendra D. Mhaiskar. Further to the disassociation, Virendra D. Mhaiskar and

any entity in which Virendra D. Mhaiskar may have an interest are not included in the Promoter Group

of our Company since Virendra D. Mhaiskar has refused to provide any information pertaining to

himself or any such entities. For details of details of shareholding of the Promoters in the entities in

which Virendra D. Mhaiskar has an interest, see “Promoter and Promoter Group – Promoter Group” on

page 256.

7. We had negative cash flow from investing activities and financing activities during Fiscal 2014 and the seven months ended October 31, 2014.

During the seven months ended October 31, 2014 and Fiscal 2014, our Company had a negative cash

flow from investing activities of ` (1,819.95) million and ` (567.40) million, respectively, on a

standalone basis. Further our Company also had a negative cash flow from financing activities of `

(235.26) million and ` (3,961.36) million, on a consolidated basis during the seven months ended

October 31, 2014 and Fiscal 2014, respectively. For details, see “Financial Statements” on page 274.

However, our Company generated cash from its operating activities of ` 5.19 million and ` 437.02

million on a standalone basis and of ` 87.61 million and ` 3,706.00 million, for the seven months ended

October 31, 2014 and Fiscal 2014, respectively, on a consolidated basis. We cannot assure you that our

Company would not experience negative cash flow from any of our activities in the future.

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8. Our net worth on a consolidated basis has decreased substantially and any further diminution of our net worth may adversely impact our growth and prospects.

There has been a decrease in our consolidated net worth in the recent past. As of October 31, 2014 and

March 31, 2014, our consolidated net worth was ` (2,245.04) million and ` (1,522.04) million,

respectively. For further details, see the section “Financial Statements” on page 274. Whilst the decrease

in our net worth is mainly on account of amortisation of upfront payments made to the authorities, there

is no assurance that our net worth will not erode further or that it will improve in the near future. Any

further diminution in our net worth may adversely impact our growth and future prospects. For further

details, see the sections “Financial Statements – Annexure XVIII- Restated Consolidated Statement of

Accounting Ratios” on page 331.

9. We are presently in breach of certain covenants in some of our financing agreements and any material adverse action taken by the lenders in connection with such breaches may have a material

adverse effect on our business, results of operation and financial condition.

We are presently in breach of certain covenants under some of our financing agreements such as

payment delays for amounts due, including delays in payment of interest delays or defaults in sending

information and reports to lenders, failure to maintain certain financial covenants, failure to create

security as per the financing documents, undertaking certain activities (such as investments, by way of

equity or debt, in our Subsidiaries and allotment of Equity Shares to our Corporate Promoter, ITIPL)

without the prior consent of the lenders and failure to undertake certain activities required under our

financing agreements (for instance, constitution of certain committees). The breach of such covenants, in

most instances (whether upon a service of notice by the lender or otherwise), constitutes an event of

default under the relevant facilities and entitles the respective lenders to enforce remedies under the

terms of the respective financing agreements which can include levy of penal interest on the outstanding

amounts under the facility, suspension of further drawdown under the financing agreements, terminate

the right to make any withdrawals, acceleration of loan and declaration that all outstanding amounts

under the facility be due and payable immediately, appointment of nominee directors on the board of

directors of our Company, right of the lender to review and restructure the management set-up, right to

convert the outstanding obligation under the respective facility into equity shares of the defaulting entity

and enforcement of security provided under the facility. For further details of loans availed by us, see the

section “Financial Indebtedness” on page 508.

We have not currently applied to our lenders for waivers in respect to these breaches. We cannot assure

you that such lenders will not seek to enforce their rights in respect of any breaches under the financing

agreements. Further, such breaches and relevant actions by the respective lenders could also trigger

enforcement action by other lenders pursuant to cross-default provisions under certain of our financing

agreements.

If the obligations under any of our financing agreements are accelerated, we may have to dedicate a

substantial portion of our cash flow from operations to make payments under the financing documents,

thereby reducing the availability of cash for our operations. In addition, the lenders and/or the security

trustees may enforce their respective security interest in certain of our assets. Further, during the period

in which we are in default, we may face difficulties in raising further loans. Any future inability to

comply with the covenants under our financing agreements or to obtain the necessary consents required

thereunder may lead to termination of our credit facilities, levy of penal interest, acceleration of all

amounts due under such financing agreements and enforcement of any security provided. Any of these

circumstances would have an adverse effect our business, results of operation and financial condition.

10. We may have to incur losses for the Baramati Project in the event the termination is not accepted by the authority.

Our Subsidiary BTPL has signed a concession agreement for the Baramati Project awarded by MSRDC

(the “BTPL Concession Agreement”). BTPL has issued notices to MSRDC terminating the Baramati

Project and demanding termination payment from MSRDC on account of delay caused by MSRDC in

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handing over possession of land for development amounting to failure to fulfil certain key conditions

precedent under the BTPL Concession Agreement. However, MSRDC has not yet accepted the

termination notices and accordingly the termination process has not been completed. MSRDC and the

Public Works Department, Maharashtra (the “PWD”), have sought an undertaking from BTPL to return

any amount paid to BTPL in excess of the amount determined by MSRDC and that neither the PWD nor

MSRDC shall be responsible for the repayment of any loan availed by BTPL on the basis of the land to

be transferred to BTPL for development in relation to the Baramati Project. BTPL is continuing to

operate the BTPL Project currently, pending completion of the termination process. Whilst BTPL has a

right to terminate the BTPL Concession Agreement in the event of non-fulfilment of obligations by

MSRDC, there is no assurance that BTPL will be able to enforce its rights under the BTPL Concession