RED HERRING PROSPECTUSDated: January 22, 2016

Please read Section 32 of the Companies Act, 2013100% Book Built Issue

TEAMLEASE SERVICES LIMITEDOur Company was originally incorporated as a private limited company, under the Companies Act, 1956 on February 02, 2000 with Registrar of Companies, Mumbai, Maharashtra, India, under the name India Life Chakravarti Actuarial Services Private Limited in Mumbai, India. The name of our Company was changed to Team Lease Services Private Limited and a fresh certificate of incorporation consequent upon change of name was issued on January 24, 2002. Our Company was converted into a public limited company on May 15, 2015 and the name of our Company was changed to Team Lease Services Limited and a fresh certificate of incorporation was issued on May 15, 2015. Subsequently, the name of our Company was changed to TeamLease Services Limited and a fresh certificate of incorporation was issued on July 24, 2015. For details of change in the name and Registered Office of our Company please refer to “History and Certain Corporate Matters” on page 148.

Registered Office: Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India; Tel: + 91 22 6641 9500; Fax: + 91 22 2656 6548Corporate Office: 6th Floor, BMTC Commercial Complex, 80 Feet Road, Koramangala, Bengaluru 560 095, Karnataka, India; Tel: + 91 80 3300 2345; Fax: + 91 80 3324 3001

Contact Person and Compliance Officer: Mruthunjaya Murthy C., Company Secretary and Compliance Officer; Tel: + 91 80 3324 3406; Fax: + 91 80 3324 3001 E-mail: corporateaffairs@teamlease.com Website: www.teamlease.com

Corporate Identity Number: U74140MH2000PLC124003OUR PROMOTERS: MANISH MAHENDRA SABHARWAL, ASHOK KUMAR NEDURUMALLI, MOHITKARAN VIRENDRA GUPTA, HR OFFSHORING VENTURES PTE LTD.,

MKS MANAGEMENT CONSULTANCY SERVICES LLP, NED CONSULTANTS LLP AND DHANA MANAGEMENT CONSULTANCY LLP PUBLIC ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF TEAMLEASE SERVICES LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ` [●] MILLION COMPRISING OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ` 1,500 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 275,977 EQUITY SHARES BY GAJA CAPITAL INDIA FUND-I (“GCIF”), UP TO 76,660 EQUITY SHARES BY GAJA ADVISORS PRIVATE LIMITED (“GAPL”), UP TO 1,180,569 EQUITY SHARES BY GPE (INDIA) LTD. (“GIL”), UP TO 1,533,206 EQUITY SHARES BY INDIA ADVANTAGE FUND S3 I (“IAF”) AND UP TO 153,321 EQUITY SHARES BY HR OFFSHORING VENTURES PTE LTD. (“HROV”) (THE “SELLING SHAREHOLDERS”) AGGREGATING UP TO `[●] MILLION (THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER COMPRISES A NET OFFER TO THE PUBLIC OF [●] EQUITY SHARES (THE “NET OFFER”) AND A RESERVATION OF UP TO 10,000 EQUITY SHARES AGGREGATING UP TO `[●] MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE “EMPLOYEE RESERVATION PORTION”). THE NET OFFER WILL CONSTITUTE AT LEAST 25% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BRLMs AND WILL BE ADVERTISED IN ALL ENGLISH EDITIONS OF THE FINANCIAL EXPRESS, ALL HINDI EDITIONS OF THE JANSATTA AND THE MARATHI EDITION OF NAVSHAKTI (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE 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”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, 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 BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the BRLMs and at the terminals of the other members of the Syndicate and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), Registrar to the Offer and Share Transfer Agent(s), Collecting Depository Participants and the Registered Brokers.In terms of Rule 19(2)(b)(i) of the SCRR, this is a Net Offer for at least 25% of the post-Offer paid-up Equity Share capital of our Company. The Offer is being made through the Book Building Process, in compliance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), wherein at least 75% of the Net Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and the Selling Shareholders 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 (excluding the Anchor Investor 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 Offer Price. If at least 75% of the Net Offer cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. For details in relation to allocation to Retail Individual Bidders, specific attention of the investors is invited to “Offer Procedure – Basis of Allotment” on page 430. All potential investors, other than Anchor Investors, shall participate in this Offer mandatorily through the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). For details, please refer to “Offer Procedure” on page 396.

RISK IN RELATION TO THE FIRST ISSUEThis being the first public Offer 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 and the Offer Price is [●] times the face value. The Floor Price is [] times the face value and the Cap Price is [] times the face value. The Offer Price (determined by our Company and the Selling Shareholders, in consultation with the BRLMs as stated under the section “Basis for Offer Price” on page 98) 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 of the issuer 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 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 offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on page 15.

ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the 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 accepts responsibilities severally and not jointly only for statements made expressly by it in this Red Herring Prospectus in relation to itself in connection with the Offer for Sale and the Equity Shares offered by it in the Offer for Sale. Each Selling Shareholder assumes no responsibility for any other statements, including, inter alia, any of the statements made by or relation to the Company, other Selling Shareholders or their respective businesses in this Red Herring Prospectus.

IPO GRADINGThe Offer has been graded by CRISIL Research and has been assigned a CRISIL IPO grade of '4/5' indicating that the fundamentals of the Offer are above average relative to other listed equity shares in India. For details, please refer to “General Information” on page 60.

LISTINGThe Equity Shares offered through the 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 the letters dated September 30, 2015 and September 29, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

IDFC Securities LimitedNaman Chambers, C-32G Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051Maharashtra, IndiaTel: +91 22 6622 2600Fax: +91 22 6622 2501Email:teamlease.ipo@idfc.com Investor grievance email:investorgrievance@idfc.comWebsite: www.idfccapital.comContact Person: Gaurav GoyalSEBI Registration No.: MB/INM000011336

Credit Suisse Securities (India) Private Limited Ceejay House, 9th FloorPlot F, Shivsagar EstateDr. Annie Besant RoadWorli, Mumbai 400 018Maharashtra, IndiaTel: +91 22 6777 3885Fax: +91 22 6777 3820Email: list.teamleaseipo@credit-suisse.comInvestor grievance email: list.igcellmer-bnkg@credit-suisse.com Website: www.credit-suisse.com Contact Person: Somwrita BiswasSEBI Registration No.: MB/INM000011161

ICICI Securities Limited(2)ICICI Center, H.T. Parekh MargChurchgate, Mumbai 400 020Maharashtra, IndiaTel: +91 22 2288 2460Fax: +91 22 2282 6580E-mail: teamlease.ipo@icicisecurities.com Investor grievance email:customercare@icicisecurities.com Website: www.icicisecurities.com Contact Person: Ayush JainSEBI Registration No.: MB/INM000011179

Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32Gachibowli, Financial District Nanakramguda, Hyderabad 500 032Telangana, IndiaTel: +91 40 6716 2222Fax: +91 40 2300 1153 Email: einward.ris@karvy.comInvestor grievance email: teamlease.ipo@karvy.comWebsite: www.karisma.karvy.com Contact Person: M Murali Krishna SEBI Registration No.: INR000000221

BID/OFFER PROGRAMMEBID/OFFER OPENS ON TUESDAY, FEBRUARY 02, 2016(1)

BID/OFFER CLOSES ON THURSDAY, FEBRUARY 04, 2016 (1) Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid /Offer Period shall be one Working Day prior to

the Bid/ Offer Opening Date.(2) ICICI Venture Funds Management Company Limited (“I-VEN”) is the investment manager to IAF, one of the Selling Shareholders. I-VEN and I-Sec are wholly owned subsidiaries of ICICI Bank Limited and hence defined as ‘associates’ within the

definition of SEBI Merchant Bankers Regulations. In compliance with proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and the proviso to Regulation 5(3) of the SEBI ICDR Regulations, I-Sec, as a BRLM, will only be involved in the marketing of the Offer. I-Sec has signed the due diligence certificate dated September 10, 2015, and has accordingly been disclosed as a BRLM.

TABLE OF CONTENTS

SECTION I: GENERAL ................................................................................................................................................................................ 1

DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................................ 1

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................................................................. 10

FORWARD-LOOKING STATEMENTS ....................................................................................................................................................... 13

SECTION II: RISK FACTORS ................................................................................................................................................................... 15

RISKS RELATING TO OUR BUSINESS...................................................................................................................................................... 15

SECTION III: INTRODUCTION ............................................................................................................................................................... 38

SUMMARY OF INDUSTRY ......................................................................................................................................................................... 38

SUMMARY OF OUR BUSINESS ................................................................................................................................................................. 41

SUMMARY OF FINANCIAL INFORMATION ........................................................................................................................................... 47

THE OFFER ................................................................................................................................................................................................... 60

GENERAL INFORMATION.......................................................................................................................................................................... 62

CAPITAL STRUCTURE ................................................................................................................................................................................ 73

OBJECTS OF THE OFFER ............................................................................................................................................................................ 90

BASIS FOR OFFER PRICE ........................................................................................................................................................................... 98

STATEMENT OF TAX BENEFITS ............................................................................................................................................................. 102

SECTION IV: ABOUT OUR COMPANY ................................................................................................................................................ 110

INDUSTRY OVERVIEW............................................................................................................................................................................. 110

OUR BUSINESS .......................................................................................................................................................................................... 131

REGULATIONS AND POLICIES ............................................................................................................................................................... 142

HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................................................................. 148

OUR MANAGEMENT ................................................................................................................................................................................. 156

OUR PROMOTERS ..................................................................................................................................................................................... 171

OUR GROUP COMPANIES ........................................................................................................................................................................ 181

RELATED PARTY TRANSACTIONS ........................................................................................................................................................ 187

DIVIDEND POLICY .................................................................................................................................................................................... 188

SECTION V: FINANCIAL INFORMATION .......................................................................................................................................... 189

FINANCIAL STATEMENTS ....................................................................................................................................................................... 189

FINANCIAL INDEBTEDNESS ................................................................................................................................................................... 342

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................... 346

SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................................................................ 360

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................................................................... 360

GOVERNMENT APPROVALS ................................................................................................................................................................... 365

OTHER REGULATORY AND STATUTORY DISCLOSURES................................................................................................................. 371

SECTION VII: OFFER INFORMATION ............................................................................................................................................... 387

TERMS OF THE OFFER ............................................................................................................................................................................. 387

OFFER STRUCTURE .................................................................................................................................................................................. 391

OFFER PROCEDURE .................................................................................................................................................................................. 396

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................................................................. 442

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ....................................................................................... 443

SECTION IX: OTHER INFORMATION ................................................................................................................................................. 483

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................................................................... 483

DECLARATION .......................................................................................................................................................................................... 491

1

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 or regulation

shall be to such legislation, Act or regulation, as amended from time to time.

Company Related Terms

Term Description

Articles of Association Articles of Association of our Company, as amended

Board/ Board of

Directors

Board of Directors of our Company or a duly constituted committee thereof

Corporate Office Corporate office of our Company located at 6th Floor, BMTC Commercial Complex, 80 Feet Road,

Koramangala, Bengaluru 560 095, Karnataka, India

Corporate Promoters HR Offshoring Ventures Pte Ltd., MKS Management Consultancy Services LLP, NED Consultants LLP and

Dhana Management Consultants, LLP

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, being fully paid-up ESOP 2011 TeamLease Employees Stock Options Plan Scheme, 2011 adopted by the Board on June 27, 2011

ESOP 2015 TeamLease Employees Stock Options Scheme, 2015 adopted on July 09, 2015 by the Board and approved on

July 10, 2015 by the Shareholders of our Company

Executive Directors Executive Directors of our Company being Manish Mahendra Sabharwal and Ashok Kumar Nedurumalli

GAPL Gaja Advisors Private Limited having its registered office at G-133, Sarita Vihar, New Delhi 110 044

GCIF Gaja Capital India Fund-I, is a trust created under the Indian Trust Act, 1882 and registered under the

Registration Act, 1908, having its registered office at G-133, Sarita Vihar, New Delhi 110 044 and registered

with SEBI as a domestic venture capital fund, represented by its trustee, Gaja Trustee Company Private Limited, a company incorporated in India under the Companies Act, 1956, having its registered office at G-133, Sarita

Vihar, New Delhi 110 044 (“GTPL”)

GIL GPE (India) Ltd. having its principal office at 14, Poudriere Street, Office 905, 9th Floor, Sterling Tower, Port

Louis, Mauritius

IAF India Advantage Fund S3 I, a trust registered under the Indian Trusts Act, 1882 and registered with SEBI as a

domestic venture capital fund, represented by its trustee, IDBI Trusteeship Services Limited, a company

registered under the provisions of the Companies Act, 1956, and having its registered office at Asian Building, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001 (“IDBI”), acting through its investment manager ICICI

Venture Funds Management Company Limited, a public limited company incorporated under the Companies

Act, 1956, and having its registered office at ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025

Independent Directors Independent Directors of our Company being Latika Prakash Pradhan, Narayan Ramachandran and V.

Raghunathan

Group Companies Our group companies are as follows:

ICAP India Private Limited;

Neev Schools Private Limited;

India Life Capital Private Limited;

Lupin Ventures Private Limited;

Hansini Management Consultant Private Limited;

ICAP Institutional Stock Exchange of India Limited; and

Global Crossover Venture Pte. Ltd.

For details, please refer to “Our Group Companies” on page 181

HROV HR Offshoring Ventures Pte Ltd.

Hansini Hansini Management Consultant Private Limited earlier known as India Life Credit Holdings Private Limited

(“ILCHPL”)

ICICI Venture Funds

Management Company Limited/ I-

VEN

A public limited company incorporated under the Companies Act, 1956, and having its registered office at ICICI

Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025

IDBI IDBI Bank

IIJT IIJT Education Private Limited

ITHS Indian Tourism and Hospitality Skills Education Private Limited

Individual Promoters Manish Mahendra Sabharwal, Ashok Kumar Nedurumalli and Mohitkaran Virendra Gupta

Key Management

Personnel/ KMP

Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations and

disclosed in the section “Our Management” on page 168

2

Term Description

Memorandum of Association/ MO A

Memorandum of Association of our Company, as amended

NEAS National Employability Apprenticeship Services

Our Company, the

Company, the Issuer

TeamLease Services Limited, a company incorporated under the Companies Act, 1956 and having its Registered

Office at No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India

Promoters Promoters of our Company being, Manish Mahendra Sabharwal, Ashok Kumar Nedurumalli, Mohitkaran

Virendra Gupta, HR Offshoring Ventures Pte Ltd., MKS Management Consultancy Services LLP, NED

Consultants LLP, and Dhana Management Consultancy LLP. For details, please refer to “Our Promoters” on page 171

Promoter Group Persons and entities constituting the promoter group of our Company in terms of regulation 2(1)(zb) of the SEBI

ICDR Regulations and disclosed in the section “Our Promoters” on page 177

Registered Office Registered office of our Company located at Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India

Registrar of

Companies/ RoC

Registrar of Companies, Mumbai, Maharashtra, India

Restated Consolidated Financial Information

The restated consolidated financial information of the Company, along with its subsidiaries, which comprises of the restated consolidated statement of assets and liabilities as at September 30, 2015, March 31, 2015, September

30, 2014, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, the restated consolidated

statement of profit and loss and the restated consolidated cash flow statement for the six months ended September 30, 2015 and 2014 and for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012

and March 31, 2011 and notes to the restated consolidated statements of assets and liabilities, profit and loss and

cash flows as of and for the six months ended September 30, 2015 and 2014 and for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011

Restated Financial

Information

Collectively, the Restated Consolidated Financial Information and the Restated Standalone Financial Information

Restated Standalone

Financial Information

The restated standalone financial information of the Company which comprises of the restated standalone

statement of assets and liabilities as at September 30, 2015, March 31, 2015, September 30, 2014, March 31,

2014, March 31, 2013, March 31, 2012 and March 31, 2011, the restated standalone statement of profit and loss and the restated standalone cash flow statement for the six months ended September 30, 2015 and 2014 and for

the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011 and

notes to the restated standalone statements of assets and liabilities, profit and loss and cash flows as of and for the six months ended September 30, 2015 and 2014 and for the years ended March 31, 2015, March 31, 2014, March

31, 2013, March 31, 2012 and March 31, 2011.

SBI State Bank of India

SSSA The share subscription and shareholders agreement dated March 30, 2011, entered into amongst the Company, the Individual Promoters, HROV, certain members of the Promoter Group, namely India Life Credit Holdings

Private Limited, Kavitha Sabharwal, and GTPL (acting for and on behalf of GCIF), GAPL, GIL and IAF

Shareholders Shareholders of our Company from time to time

Statutory Auditors Statutory auditors of our Company, namely, Price Waterhouse & Co Bangalore LLP, Chartered Accountants

Subsidiaries or individually known as

Subsidiary

Subsidiaries of our Company namely: IIJT, TLEF, ITHS and NEAS

TCFSL Tata Capital Financial Services Limited

TLEF TeamLease Education Foundation

TLSU TeamLease Skills University, a university established under the Gujarat Private Universities Act, 2009, as

amended and sponsored by TLEF

we, us, our Unless the context otherwise indicates or implies, refers to our Company, together with its Subsidiaries

Offer Related Terms

Term Description

Acknowledgement

Slip

The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of the Bid cum

Application Form

Allot/ Allotment/

Allotted

Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the

Equity Shares offered by the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders

Allotment Advice Note or advice or intimation of Allotment sent to the 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 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 the Red Herring Prospectus and Prospectus

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements

specified in the SEBI ICDR Regulations

Anchor Investor Allocation Price

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

Anchor Investor Bid/

Offer Period

The day, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be

submitted

Anchor Investor Escrow Account

Account opened with the Escrow Collection Bank and in whose favour the Anchor Investors will transfer the money through direct credit/ NEFT/ RTGS in respect of the Bid Amount while submitting a Bid

Anchor Investor Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red Herring Prospectus

3

Term Description

Offer Price 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 BRLMs

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 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 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 authorising an SCSB to

block the Bid Amount in the ASBA Account

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 Prospective investors (other than Anchor Investors) in the Offer who intend to submit Bids through the ASBA

process

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

Banker to the Offer/

Escrow Collection

Bank

The Bank which is a clearing member and registered with SEBI as a banker to an issue and with whom the Anchor

Investor Escrow Account will be opened, in this case being HDFC Bank Limited

Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and which is described in the

section “Offer Procedure” on page 430

Bid An indication to make an offer during the Bid/ Offer Period by a Bidder pursuant to submission of the Bid cum Application Form, or during the Anchor Investor Bid/ Offer Period by the Anchor Investors, to subscribe to or

purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto as

permitted under the SEBI ICDR Regulations

The term “Bidding” shall be construed accordingly

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the Bidder/blocked

in the ASBA Account upon submission of the Bid

Bid cum Application

Form

The form used by a Bidder, to make a Bid and which will be considered as the application for Allotment or

transfer, as the case may be, in terms of the Red Herring Prospectus and the Prospectus

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

Bid/ Offer Closing Date

Except in relation to any Bids received from the Anchor Investors, the date after which the Syndicate, the Designated Branches and the Registered Brokers will not accept any Bids, which shall be notified in all English

editions of the Financial Express, all Hindi editions of the Jansatta and the Marathi edition of the Navshakti, each

with wide circulation. Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with

the SEBI ICDR Regulations

Bid/ Offer Opening

Date

Except in relation to any Bids received from the Anchor Investors, the date on which the Syndicate, the Designated

Branches and the Registered Brokers shall start accepting Bids, which shall be notified in all English editions of the Financial Express, all Hindi editions of the Jansatta and the Marathi edition of the Navshakti, each with wide

circulation

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 prospective Bidders can submit their Bids, including any revisions

thereof

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

Book Building

Process

Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in terms of which the Offer is

being made

Book Running Lead Managers or BRLMs

The book running lead managers to the Offer namely, IDFC Securities Limited, Credit Suisse Securities (India) Private Limited and ICICI Securities Limited

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 at:

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm.

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/ Offer Period

Cap Price The higher end of the Price Band, above which the Offer Price will not be finalised and above which no Bids will

be accepted

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

Company Secretary

and Compliance Officer

The Company Secretary and Compliance Officer of our Company i.e., Mruthunjaya Murthy C.

Credit Suisse Credit Suisse Securities (India) Private Limited

Collecting A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is eligible to

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3

4

Term Description

Depository Participant or CDP

procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

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

Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. No other category of Bidders is entitled to Bid at the Cut-off Price

Designated Branches Such branches of the SCSBs which shall collect the Bid cum Application Forms used by the ASBA Bidders, a list

of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time

Designated CDP

Locations

Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges at

http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and

http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm

Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor status,

occupation and bank account details

Designated Date The date on which the Escrow Collection Bank transfers funds from the Anchor Investor Escrow Accounts to the

Public Issue Account or the Refund Account, as appropriate, and the SCSBs issue instructions for transfer of funds from the ASBA Accounts, to the Public Issue Account or unblock such amounts, as appropriate, in terms of the

Red Herring Prospectus, following which the board of directors may Allot Equity Shares to successful Bidders/

Applicants in the Offer

Designated

Intermediary(ies)

Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect

ASBA Forms from the ASBA Bidders, in relation to the Offer

Designated RTA Locations

Such locations of the RTAs where 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 at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and

http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm

Designated Stock

Exchange

NSE

Draft Red Herring

Prospectus or DRHP

The Draft Red Herring Prospectus dated September 10, 2015, issued in accordance with the 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, including any addendum or corrigendum thereto

Eligible employees All or any of the following:

(a) permanent and full time employee of our Company or its Subsidiaries (excluding such employees who are not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines and our Promoters and his immediate relatives) as of the date of filing of the Red Herring Prospectus with the RoC

and who continues to be an employee of our Company or the Subsidiaries, until Allotment and is based,

working and present in India as on the date of Allotment; and

(b) director of our Company or Subsidiary, whether a whole time Director or otherwise (excluding such Directors not eligible to invest in the Offer under applicable laws, rules, regulations and guidelines and our Promoter and his immediate relatives) as of the date of filing the Red Herring Prospectus with the RoC and

who continues to be a Director of our Company or Subsidiary until Allotment and is based and present in

India as on the date of Allotment

The maximum bid under the Employee Reservation Portion by an Eligible Employee shall not exceed ` 200,000 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 the Red Herring Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares

Employee

Reservation Portion Reservation of up to 10,000 Equity Shares aggregating to ` [] million in favour of our Company’s Eligible Employees.

Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, Karvy Computershare Private Limited

Escrow Agreement Agreement entered into by our Company, the Selling Shareholders, the Registrar to the Offer, the BRLMs, the Escrow Collection Bank and the Refund Bank for collection of the Bid Amounts and where applicable, refunds of

the amounts collected from the Anchor Investors, on the terms and conditions thereof

First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form 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 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 ₹ 1,500 million by our Company Gaja Selling

Shareholder(s)

GCIF, GAPL and GIL, together referred to as the Gaja Selling Shareholders

General Information Document / GID

General Information Document prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified and included in the section “Offer Procedure” on page 408

Gross Proceeds Gross proceeds is proceeds of the Fresh Issue including Offer related expenses

IDFC IDFC Securities Limited

I-Sec ICICI Securities Limited

Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htmhttp://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm

5

Term Description

Maximum RIB Allottees

Maximum number of Retail Individual Bidders who can be allotted the minimum Bid Lot. This is computed by dividing the total number of Equity Shares available for Allotment to Retail Individual Bidders by the minimum

Bid Lot

Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion) or [●] Equity Shares which shall be available for

allocation to Mutual Funds only

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

1996

Net Offer The Offer less Employee Reservation Portion

Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses

For further information about use of the Offer Proceeds and the Offer expenses, please refer to “Objects of the

Offer” on page 90

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 Offer being not more 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 and includes a non resident Indian, FIIs, FPIs and FVCIs

Offer/ Issue The public offer of up to [●] Equity Shares for cash at a price of ₹ [●] each, aggregating ₹ 1,500 million comprising the Fresh Issue and up to 275,977 Equity Shares by GCIF, up to 76,660 Equity Shares by GAPL, up to 1,180,569 Equity Shares by GIL, up to 1,533,206 Equity Shares by IAF and up to 153,321 Equity Shares by

HROV aggregating up to ` [●] million, comprising the Offer for Sale Offer Agreement The agreement dated September 10, 2015 between our Company, the Selling Shareholders and the BRLMs,

pursuant to which certain arrangements are agreed to in relation to the Offer

Offer for Sale The offer for sale of up to 275,977 Equity Shares by GCIF, up to 76,660 Equity Shares by GAPL, up to 1,180,569 Equity Shares by GIL, up to 1,533,206 Equity Shares by IAF and up to 153,321 Equity Shares by HROV

aggregating up to ` [●] million Offer Price The final price at which Equity Shares will be Allotted in terms of the Red Herring Prospectus

The Offer Price will be decided by our Company and the Selling Shareholders in consultation with the BRLMs on

the Pricing Date

Offer Proceeds The proceeds of the Offer that is available to our Company and the Selling Shareholders

Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price of [●] per Equity Share (Cap Price) including revisions thereof. 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 BRLMs and will be advertised, at

least five Working Days prior to the Bid/ Offer Opening Date, in all English editions of the Financial Express, all

Hindi editions of the Jansatta and the Marathi edition of the Navshakti, each with wide circulation

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

Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance with Section 26 of the Companies

Act, 2013, 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 Issue Account Account opened with the Banker to the Offer by our Company and the Selling Shareholders under the Companies

Act to receive monies from the Anchor Investor Escrow Account(s) and the ASBA Accounts

QIB Category/ QIB Portion

The portion of the Offer (including the Anchor Investor Portion) being at least 75% of the Net Offer consisting of [●] Equity Shares which shall be Allotted to QIBs (including Anchor Investors)

Qualified

Institutional Buyers

or QIBs

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

Red Herring

Prospectus or RHP

This Red Herring Prospectus issued in accordance with Section 32 of the Companies Act, 2013 and the provisions

of the SEBI ICDR Regulations, which will 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. The Red Herring Prospectus will be registered with the RoC at least three days before the Bid/ Offer Opening Date and will become the

Prospectus upon filing with the RoC after the Pricing Date

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

Refund Bank HDFC Bank Limited

Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other than the BRLMs and the

Syndicate Member and eligible to procure Bids in terms of the circular No. CIR/CFD/14/2012 dated October 04, 2012 issued by the SEBI

Registrar to the Offer

and Share Transfer

Agents/RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated RTA

Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Registrar to the Offer

or Registrar

Karvy Computershare Private Limited

Retail Individual

Bidder(s)/ Retail Individual Investor

/RII(s)

Individual Bidders 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 Eligible NRIs and does not include

NRIs other than Eligible NRIs)

Retail Portion The portion of the Offer being not more than 10% of the Net Offer consisting of [●] Equity Shares which shall be available for allocation to Retail Individual Bidder(s) in accordance with the SEBI ICDR Regulations

6

Term Description

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)

QIB Bidders and Non-Institutional Bidders are not allowed to lower their Bids (in terms of quantity 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/sebiweb/home/list/5/33/0/0/Recognised- Intermediaries

Selling Shareholders GCIF, GAPL, GIL, IAF and HROV, and together referred to as the Selling Shareholders

Share Escrow

Agreement

Agreement entered into between the Selling Shareholders, our Company and the Escrow Agent in connection with

the transfer of Equity Shares under the Offer for Sale by the Selling Shareholders and credit of such Equity Shares

to the demat account of the Allottees

Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders

Syndicate Agreement Agreement entered into among the BRLMs, the Syndicate Member, our Company and the Selling Shareholders in

relation to the procurement of Bids in the Offer

Syndicate Member Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, in this case being, Sharekhan Limited

Syndicate or

Members of the

Syndicate

The BRLMs and the Syndicate Member

Underwriters The BRLMs and the Syndicate Member

Underwriting

Agreement

The agreement among the Underwriters, our Company and the Selling Shareholders to be entered into on or after

the Pricing Date

Working Day "Working Day" means all days, other than second and fourth Saturday of the month, Sunday or a public holiday, on which commercial banks in Mumbai are open for business; provided however, with reference to (a) announcement

of Price Band; and (b) Bid/Offer Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays or a

public holiday, on which commercial banks in Mumbai are open for business; and with reference to the time period between the Bid/Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, “Working Day”

shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays.

Technical/Industry Related Terms/ Abbreviations

Term Description

ALCS Associate Lifecycle System

Associate Employees Qualified job seekers who are employed by our Company to fulfil the temporary staffing requirements of our

clients

CABE Central Advisory Board of Education

CLCS Candidate Lifecycle System

COMS Center Operation Management System

CRISIL Report Market Assessment for Temporary Staffing in India dated April, 30, 2015 prepared by CRISIL Research

Enterprise learning

solutions

Technical training and training materials provided by us to corporate clients

Institutional learning solutions

Skill development services provided by us under various Government schemes/ programme

Formal sector The formal sector comprises government entities, public/private limited companies and other registered

organisations

Informal sector Informal sector comprises all unincorporated proprietary, partnership enterprises and enterprises whose activities or collection of data is not regulated under any legal provision and/or which do not maintain any regular accounts

NETAP National Employability through Apprenticeship Program

NSDC National Skill Development Corporation

NSDP National Skill Development Policy

Recruitment process outsourcing

Employer outsources its entire or partial recruitment activities to a third-party.

Retail learning

solutions

Training programs offered by us in IT, Finance and Retail

Recruitment process outsourcing

Employer outsources its entire or partial recruitment activities to a third-party.

RLCS Regulatory Lifecycle System

Staffing Staffing or flexi-staffing refers to payroll or temporary staffing services

Conventional and General Terms or 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 Investments Funds) Regulations, 2012

Apprentices Act The Apprentices Act, 1961, as amended

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

7

Term Description

Standards

BSE BSE Limited

CAGR Compounded Annual Growth Rate, being the annualised average year-over-year growth rate over a specified period

of time

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

CDSL Central Depository Services (India) Limited

CENVAT Central Value Added Tax

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CIN Corporate Identity Number

CIT(A) Commissioner of Income Tax (Appeals)

CLRA Act The Contract Labour (Regulation and Abolition) Act, 1970, as amended

CLPRA Act Child Labour (Prohibition and Regulation) Act, 1986, as amended

CST Commissioner of Service Tax

Companies Act Companies Act, 1956, as amended 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, as amended

Companies Act, 2013

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

Depositories NSDL and CDSL

Depositories Act The Depositories Act, 1996, as amended

DIN Director Identification Number

DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India

DP ID Depository Participant’s Identification

DP/ Depository

Participant A depository participant as defined under the Depositories Act

EC Act The Employees Compensation Act, 1923, as amended

EGM Extraordinary General Meeting

EPF Act The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, as amended

EPS Earnings Per Share

Equity Listing

Agreement

Listing Agreement to be entered into with the Stock Exchanges on which the Equity Shares of our Company are to be

listed pursuant to Listing Regulations

ER Act The Equal Remuneration Act, 1976, as amended

ESI Act Employees State Insurance Act, 1948, as amended

ESIC Employees’ State Insurance Corporation

FAQ Frequently Asked Questions

FCNR Foreign Currency Non-Resident

FD Fixed Deposit

FDI Foreign Direct Investment

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

FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and amendments thereto

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

Unless stated otherwise, 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 under the SEBI FVCI Regulations

GDP Gross Domestic Product

GoI or Government

Government of India

Gujarat Private

Universities Act Gujarat Private Universities Act, 2009, as amended

HUF Hindu Undivided Family

ICAI The Institute of Chartered Accountants of India

ID Act The Industrial Disputes Act, 1947, as amended

IESO Act The Industrial Employment (Standing Orders) Act, 1946, as amended

IFRS International Financial Reporting Standards

Income Tax Act The Income Tax Act, 1961, as amended

India Republic of India

Indian GAAP Generally Accepted Accounting Principles in India

Insurance Broker

Regulations

Insurance Regulatory and Development Authority (Insurance Brokers) Regulations, 2013

Ind AS Indian Accounting Standards

IPO Initial public offering

8

Term Description

IRDA Insurance Regulatory and Development Authority

ISMW Act Inter State Migrant Workmen (Regulation of Employment & Conditions of Service) Act, 1979, as amended

IST Indian Standard Time

IT Information Technology

MRTUPULP Act The Maharashtra Recognition of Trade Unions And Prevention Of Unfair Labour Practices Act, 1971, as amended

MWMHRA Act The Maharashtra Workmen’s Minimum House Rent Allowance Act, 1983

LIBOR London Interbank Offered Rate

Maternity Benefit Act

The Maternity Benefit Act, 1961

Minimum Wages

Act The Minimum Wages Act, 1948

N.A./ NA Not Applicable

NAV Net Asset Value

NBFC Non-banking financial company registered with the RBI

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

NR Non-resident

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 The 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 03, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer

p.a. per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

Payment of Bonus

Act

The Payment of Bonus Act, 1965, as amended

Payment of

Gratuity Act

The Payment of Gratuity Act, 1972, as amended

Payment of Wages

Act

The Payment of Wages Act, 1936, as amended

RBI The Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934, as amended

Registration Act Registration Act, 1908, as amended

₹/ Rs./ Rupees/ INR

Indian Rupees

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956, as amended

SCRR Securities Contracts (Regulation) Rules, 1957, as amended

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

SEBI Act Securities and Exchange Board of India Act 1992, as amended

SEBI AIF

Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012, as amended

SEBI Depository

Regulations

Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended

SEBI FII

Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended

SEBI FPI

Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended

SEBI FVCI

Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended

SEBI ICDR

Regulations

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

amended

SEBI Mutual Fund

Regulations

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

SEBI Portfolio

Manager

Regulations

Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993

SEBI Stock Broker

Regulations

Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992

SEBI VCF Regulations

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

U.S. Securities Act U.S. Securities Act, 1933, as amended

SGD Singapore Dollar

http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=196521

9

Term Description

SHWPPR Act Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended

SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended

S.No. Serial Number

STT Securities Transaction Tax

State Government The government of a state in India

Stock Exchanges The BSE and the NSE

Takeover Regulations

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

Trademarks Act The Trademarks Act, 1999, as amended

UGC Regulations UGC (Establishment Of and Maintenance Of Standards In Private Universities) Regulations 2003

UK United Kingdom

U.S./ USA/ United States

United States of America

US 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

WBHRA Act The West Bengal Workmen’s House Rent Allowance Act, 1974, as amended

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms

under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and

regulations made thereunder.

Notwithstanding the foregoing, terms in the sections “Statement of Tax Benefits”, “Industry Overview”,

“Financial Statements”, “Outstanding Litigation and Material Developments” and “Main Provisions of Articles

of Association” on pages 102, 110, 189, 360 and 443, respectively, shall have the meaning given to such terms

in such sections. Page numbers refer to page number of this Red Herring Prospectus, unless otherwise specified.

10

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Red Herring Prospectus to “India” are to the Republic of India, all references to the “USA”

or “United States” are to the United States of America and all references to “Singapore” are to the Republic of

Singapore.

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 stated otherwise, the financial data in this Red Herring Prospectus is derived from the Restated

Standalone Financial Information or the Restated Consolidated Financial Information prepared in accordance

with the Companies Act, 2013 and the SEBI ICDR Regulations.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts

listed are due to rounding off. All figures in decimals (including percentages) have been rounded off to one or

two decimals.

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

references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31

of that year.

There are significant differences between Indian GAAP, US GAAP and IFRS. Our Company follows Indian

GAAP and therefore does not provide reconciliation of its Restated Financial Information to IFRS or US

GAAP. Our Company has not attempted to explain those differences or quantify their impact on the Restated

Financial Information included in this Red Herring Prospectus and it is urged that you consult your own

advisors regarding such differences and their impact on our Company’s Restated Financial Information. For

details in connection with risks involving differences between Indian GAAP and IFRS, see “Risk Factors -

Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and

IFRS, which may be material to investors' assessments of our financial condition” contained in this Red Herring

Prospectus on page 31. Accordingly, the degree to which the Restated Financial Information included in this

Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of

familiarity with Indian accounting policies and practices, the Companies Act and the SEBI ICDR Regulations.

Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures

presented in this Red Herring Prospectus should accordingly be limited.

Unless the context otherwise indicates, any percentage amounts, as set forth in the sections “Risk Factors”, “Our

Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on

pages 15, 131 and 346 respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of the Restated Standalone Financial Information and Restated Consolidated Financial Information of our

Company prepared in accordance with the Companies Act, 2013 and the SEBI ICDR Regulations.

Currency and Units of Presentation

All references to:

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

“SGD” to the Singapore Dollar, the official currency of Republic of Singapore; and

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

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

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

11

Exchange Rates

This Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that

have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be

construed as a representation that these currency amounts could have been, or can be converted into Indian

Rupees, at any particular rate or at all.

The following table sets forth, for the dates indicated, information with respect to the exchange rate between the

Rupee and (i) the SGD (in Rupees per SGD) and (ii) US$ (in Rupees per US$):

Currency As on March 31, 2012

(₹) As on March 31,

2013

(₹)

As on March 31, 2014

(₹) As on March 31, 2015

(`) As on

September 30, 2015 (₹)

SGD 41.24 43.81 47.45 45.40 46.06

US$ 51.85 54.35 59.75 62.42 65.63

Source of exchange rate: www.oanda.com

In case March 31 of any of the respective years is a public holiday, rate as on the previous calendar day not being a public holiday has been considered.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or

derived from publicly available information as well as industry publications and sources.

Industry publications generally state that the information contained in such publications have 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. Although we believe the industry and

market data used in this Red Herring Prospectus is reliable, it has not been independently verified by us or the

BRLMs or any of their affiliates or advisors. The data used in these sources may have been reclassified by us for

the purposes of presentation. Data from these sources may also not be comparable. 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 15. Accordingly, investment decisions should not be based

solely on such information.

The information in the section "Industry Overview" has been extracted from data and statistics derived from

reports prepared by third party consultants, CRISIL Report prepared by CRISIL that was commissioned by us

for the purposes of this Red Herring Prospectus. We have not commissioned any other report other than CRISL

Report for the purposes of this Red Herring Prospectus. Except for CRISIL Report, market and industry related

data used in this Red Herring Prospectus have been obtained or derived from publicly available documents and

other industry sources which have not been prepared or independently verified by the Company, the BRLMs or

any of their respective affiliates or advisors. Such information, data and statistics may be approximations or may

use rounded numbers. Certain data has been reclassified for the purpose of presentation and much of the

available information is based on best estimates and should therefore be regarded as indicative only and treated

with appropriate caution. Industry sources and publications may also base their information on estimates,

projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors should not place

undue reliance on, or base their investment decision on this information.

Certain information in the “Summary of Industry”, “Summary of Our Business”, “Industry Overview” and “Our

Business” on pages 38 , 41, 110 and 131 has been obtained from various industry sources identified in these

sections.

In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 100 includes

information relating to our peer group companies. Such information has been derived from publicly available

sources, and neither we, the Selling Shareholders nor the BRLMs have independently verified such information.

Further, in accordance with Regulation 51A of the SEBI ICDR Regulations, our Company may be required to

undertake an annual update of the disclosures made in the Red Herring Prospectus and make it publicly

available in the manner specified by SEBI. 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 industry

12

in which the business of our Company is conducted, and methodologies and assumptions may vary widely

among different industry sources.

13

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”, “expect”, “estimate”,

“intend”, “likely, ”“objective”, “plan”, “project”, “seek to”, “will”, “will continue”, “will pursue” 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 based on our current plans,

estimates, presumptions and expectations and 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.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or

uncertainties or assumptions associated with the expectations with respect to, but not limited to, regulatory

changes pertaining to the sectors in India in which our Company has businesses and its ability to respond to

them, its ability to successfully implement its strategy, its growth and expansion, technological changes, its

exposure to market risks, general economic and political conditions in India which have an impact on its

business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated

turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the

financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in

competition in its industry. Important factors that could cause actual results to differ materially from our

Company’s expectations include, but are not limited to, the following:

Our ability to control our business and operations against the current criminal and regulatory proceedings against our Directors and Individual Promoters;

Our ability to compete successfully against existing or new competitors, particularly in the unorganized segment;

Our ability to control our business due to fluctuations in general economic activities;

Our ability to control extensive government regulations and balance our other costs reducing our revenues and earnings;

Our ability to control loss of major clients, deterioration of their financial condition and prospects;

Our ability to realise anticipated benefits from future acquisitions;

Our ability to attract and retain qualified temporary personnel;

Our ability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our business;

Our ability to identify expansion opportunities or experience delays or other problems in implementing such projects; and

Our ability to utilize Net Proceeds to undertake acquisitions for which targets have not been identified.

For further discussion of factors that could cause the actual results to differ from the expectations, please refer to

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

Results of Operations” on pages 15, 131 and 346, 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 and are not a guarantee of future

performance.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be

correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking

statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Red Herring

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, our Directors, the Selling Shareholders, 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. In accordance with SEBI requirements, our Company and BRLMs will ensure that investors in India

14

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

Exchanges for this Offer. Each Selling Shareholder will ensure that investors are informed of material

developments solely in relation to statements and undertakings specifically confirmed or made severally and not

jointly by such Selling Shareholder in this Red Herring Prospectus and the Prospectus until the time of the grant

of listing and trading permission by the Stock Exchanges.

The prospective financial information included in this Red Herring Prospectus has been prepared by, and is the

responsibility of, the Company's management. Price Waterhouse & Co Bangalore LLP, Chartered Accountants,

has neither examined, compiled, nor performed any procedures with respect to the prospective financial

information included in this Red Herring Prospectus and, accordingly, Price Waterhouse & Co Bangalore LLP,

Chartered Accountants does not express an opinion or any other form of assurance with respect thereto. Price

Waterhouse & Co Bangalore LLP, Chartered Accountants, reports included in this Red Herring Prospectus

relates only to the Company's Restated Standalone Financial Information and Restated Consolidated Financial

Information and statement of tax benefits. It does not extend to the prospective financial information and should

not be read to do so.

15

SECTION II: RISK FACTORS

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

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

investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity

Shares, the industry in which we operate in or to India. Additional risks and uncertainties, not presently known

to us or that we currently deem immaterial may also impair our business, results of operations and financial

condition. If any of the following risks, or other risks that are not currently known or are now deemed

immaterial, actually occur, our business, results of operations and financial condition could suffer, the price of

our Equity Shares could decline, and you may lose all or part of your investment. To obtain a complete

understanding of our Company, prospective investors should read this section in conjunction with the section

titled “Our Business” and “Management’s Discussions and Analysis of Financial Condition and Results of

Operations” on pages 131 and 346, respectively, as well as the other financial and statistical information

contained in this Red Herring Prospectus. In making an investment decision, prospective investors must rely on

their own examination of us and the terms of the Issue including the merits and risks involved.

Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws

of India and is subject to a legal and regulatory environment which may differ in certain respects from that of

other countries. This Red Herring Prospectus also contains forward-looking statements that involve risks,

assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-

looking statements as a result of certain factors, including the considerations described below and elsewhere in

this Red Herring Prospectus. See “Forward-Looking Statements” on page 13.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial

or other implications of any of the risks described in this section. Unless otherwise stated, the financial

information of our Company used in this section has been derived from our Restated Consolidated Financial

Statements.

Risks relating to our business

1. We are involved in certain legal proceedings, any adverse developments related to which could materially and adversely affect our business, reputation and cash flows.

There are outstanding legal proceedings against our Company, certain of our Subsidiaries, Individual

Promoters and Directors, that are incidental to our business and operations. These proceedings are

pending at different levels of adjudication before various courts, tribunals and appellate tribunals. For

further details, see “Outstanding Litigation and Material Developments” on page 360. We cannot

assure you that these proceedings will be decided in our favour. Brief details of outstanding litigation

that have been initiated by and against our Company, our Promoters, our Directors, our Subsidiaries

and our Group Companies (as applicable) are set forth below:

Litigation against our Promoters

Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In ` Million)

Statutory notices 1 3.06

Litigation against our Company

Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In. ` Million)

Criminal 2 -

Labour 1 -

Statutory notices 3 3.06

Tax (direct and indirect) 2 15.71

Total 7 18.77*

*The amounts indicated are approximate amounts, wherever quantifiable.

Litigation against our Subsidiaries

16

Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In ` Million)

Labour 1 -

Tax 3 78.55

Total 4 78.55**

**The amounts indicated are approximate amounts, wherever quantifiable.

Litigation against our Group Companies

Nature of the Case / Claims No. of Cases Outstanding Amount Involved (In ` Million)

Civil 1 335.15

The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include

amounts claimed jointly and severally. If any new developments arise, such as a change in Indian law

or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial

statements that could increase our expenses and current liabilities. For further details of legal

proceedings involving our Company, our Subsidiaries, our Promoters and our Group Companies,

please refer to “Outstanding Litigation and Material Developments” on page 360.

2. We operate in a highly competitive and fragmented industry with low barriers to entry and may be unable to compete successfully against existing or new competitors, particularly in the unorganized

segment.

The staffing services market is highly fragmented and competitive. We compete in national and

regional markets with both full-service and specialized temporary staffing companies. While a majority

of our competitors are smaller than us in terms of revenues and number of Associate Employees,

several competitors, including the Indian affiliates or India-based operations of global players such as

Adecco S.A., Manpower Inc., Randstad Holding N.V. and Kelly Services, Inc. and Indian human

resources companies such as Quess Corp Limited, have substantial marketing and financial resources at

their disposal. We also face competition from various regional players. Price competition in the staffing

industry is intense, particularly for qualified industrial personnel. We expect that the level of

competition will remain high, which could directly impact the size of our workforce and therefore

potentially limit our ability to maintain or increase our market share or profitability. We also face the

risk of our current or prospective clients deciding to utilize their internal workforce or use independent

contractors or service providers in the unorganized segm