RED HERRING PROSPECTUS

Dated September 21, 2020 Please read Section 32 of the Companies Act, 2013

100% Book Built Offer

THIS RED HERRING PROSPECTUS IS NOT AN ADVERTISEMENT UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (MUTUAL FUNDS) REGULATIONS, 1996 (“ SEBI MUTUAL FUND REGULATIONS”) AND IS NOT INTENDED TO INFLUENCE INVESTMENT DECISIONS OF ANY CURRENT OR PROSPECTIVE INVESTORS OF THE SCHEMES OF UTI MUTUAL FUND

UTI ASSET MANAGEMENT COMPANY LIMITED

Our Company was incorporated as ‘UTI Asset Management Company Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated November 14, 2002 issued by the Registrar of Companies, Maharashtra at Mumbai (the “RoC”). Subsequently, pursuant to a special resolution approved at the Annual General Meeting on September 18, 2007, our Company was converted to a public limited company and consequently the name of our Company was changed to ‘UTI Asset Management Company Limited’ and a fresh certificate of incorporation dated November 14, 2007 was issued by the RoC. For details in relation to changes in the name and the registered office of our Company, see “History and Certain Corporate Matters” beginning on page 187.

Registered and Corporate Office: UTI Tower, ‘Gn’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400051, Maharashtra, India Tel: +91 22 6678 6666 Contact Person: Arvind Patkar, Company Secretary and Compliance Officer

E-mail: cs@uti.co.in; Website: https://www.utimf.com/ Corporate Identity Number: U65991MH2002PLC137867

OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER

INITIAL PUBLIC OFFER OF UP TO 38,987,081 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY SHARES”) OF UTI ASSET MANAGEMENT COMPANY LIMITED (OUR “COMPANY”) FOR CASH AT A

PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) THROUGH AN OFFER FOR SALE OF UP TO 10,459,949 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY STATE BANK OF INDIA (“SBI”), UP TO 10,459,949 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY LIFE INSURANCE CORPORATION OF

INDIA (“LIC”), UP TO 10,459,949 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY BANK OF BARODA (“BOB”), UP TO 3,803,617 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY PUNJAB

NATIONAL BANK (“PNB”) AND UP TO 3,803,617 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY T. ROWE PRICE INTERNATIONAL LTD (“TRP” AND TOGETHER WITH SBI, LIC, BOB AND PNB, THE “SELLING SHAREHOLDERS”). THIS OFFER INCLUDES A RESERVATION OF UP TO 200,000 EQUITY SHARES (CONSTITUTING UP TO 0.16% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR

COMPANY) FOR PURCHASE BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE

“NET OFFER”. THE OFFER AND THE NET OFFER WOULD CONSTITUTE AT LEAST 30.75% AND 30.59% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL, RESPECTIVELY.

THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (THE “BRLMS”)

AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER), AND THE MUMBAI EDITION OF NAVSHAKTI (A WIDELY CIRCULATED MARATHI NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE

OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK

EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, provided that the Bid/Offer Period shall not exceed 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company and the Selling Shareholders in consultation with the BRLMs may, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges by issuing a public notice, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Self Certified Syndicate Banks (the “SCSBs”), other Designated Intermediaries and the Sponsor Bank, as applicable. The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). This Offer is being made through the Book Building Process and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the “Anchor Investor Portion”), out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. Further, 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 Net 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 Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process, providing details of their respective bank accounts (including UPI ID in case of RIBs in which the Bid Amount will be blocked by the SCSBs or the Sponsor Bank, as the case may be, to participate in the Offer. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 392.

RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Floor Price and the Cap Price (determined by our Company and the Selling Shareholders in consultation with the BRLMs), and Offer Price (determined by our Company in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations and o n the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” beginning on page 87), 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 RISKS Investment 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 in the Offer have not been reviewed, recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 24.

COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission or inclusion of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each Selling Shareholder severally and not jointly accepts responsibility for and confirms only statements made or undertaken expressly by such Selling Shareholder in this Red Herring Prospectus solely in relation to itself and the respective portion of the Offered Shares offered by such Selling Shareholder and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, made by or relating to our Company or its business in this Red Herring Prospectus.

LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received an ‘in -principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to letters dated December 26, 2019 and January 1, 2020, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A signed copy of this Red Herring Prospectus and the Prospectus shall be delivered to the RoC for filing in accordance with Section 26(4) and Section 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection”, beginning on page 415.

BOOK RUNNING LEAD MANAGERS

Kotak Mahindra Capital Company Limited 1 s t Floor, 27 BKC, Plot No. 27, ‘G’ Block Bandra Kurla Complex, Bandra (East) Mumbai 400 051 Maharashtra, India Tel: +91 22 4336 0000 E-mail: utiamc.ipo@kotak.com Investor Grievance E-mail: kmccredressal@kotak.com Contact Person: Ganesh Rane Website: www.investmentbank.kotak.com SEBI Registration Number: INM000008704

Axis Capital Limited 1st Floor, Axis House C-2, Wadia International Centre, P.B. Marg, Worli Mumbai 400 025 Maharashtra, India Tel: +91 22 4325 2183 E-mail: utiamc.ipo@axiscap.in Investor Grievance E-mail: complaints@axiscap.in Contact Person: Mayuri Arya Website: www.axiscapital.co.in SEBI Registration Number: INM000012029

Citigroup Global Markets India Private Limited 1202, 12th Floor, First International Financial Centre G-Block, C54 & 55, Bandra Kurla Complex, Bandra (East) Mumbai 400 098 Maharashtra, India Tel: +91 22 6175 9999 E-mail: uti.ipo@citi.com Investor Grievance E-mail: investors.cgmib@citi.com Contact Person: Ayush Vimal Website: www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm SEBI Registration Number: INM000010718

DSP Merrill Lynch Limited Ground Floor, “A” Wing, One BKC, “G” Block Bandra Kurla Complex Bandra (East), Mumbai 400 051 Maharashtra, India Tel: +91 22 6632 8000 E-mail: dg.utiamc_ipo@bofa.com Investor Grievance E-mail: dg.india_merchantbanking@bofa.com Contact Person: Ahmed Kolsawala Website: www.ml-india.com SEBI Registration Number: INM000011625

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

ICICI Securities Limited

ICICI Centre H.T. Parekh Marg Churchgate Mumbai 400 020 Maharashtra, India Tel: +91 22 2288 2460 E-mail: UTIAMC.ipo@icicisecurities.com Investor Grievance E-mail: customercare@icicisecurities.com Contact Person: Sameer Purohit / Anurag Byas Website: www.icicisecurities.com SEBI Registration Number: INM000011179

JM Financial Limited

7 th Floor, Cnergy Appasaheb Marathe Marg Prabhadevi Mumbai 400 025 Maharashtra, India Tel: +91 22 6630 3030 E-mail: UTIAMC.IPO@jmfl.com Investor Grievance E-mail: grievance.ibd@jmfl.com Contact Person: Prachee Dhuri Website: www.jmfl.com SEBI Registration Number: INM000010361

SBI Capital Markets Limited(2)

202, Maker Tower ‘E’ Cuffe Parade Mumbai 400 005 Maharashtra, India Tel: +91 22 2217 8300 E-mail: uti.ipo@sbicaps.com Investor Grievance E-mail: investor.relations@sbicaps.com Website: www.sbicaps.com Contact Person: Janardhan Wagle / Karan Savardekar SEBI Registration Number: INM000003531

KFin Technologies Private Limited

(formerly known as “Karvy Fintech Private Limited”) Selenium Tower-B Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Serilingampally Hyderabad 500 032 Telangana, India Tel: +91 40 6716 2222 E-mail: utiamc.ipo@kfintech.com Investor Grievance E-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact Person: M Murali Krishna SEBI Registration Number: INR000000221

BID/OFFER PROGRAMME

BID/OFFER OPENS ON September 29, 2020 (1) BID/OFFER CLOSES ON October 1, 2020

(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) SBI is proposing to participate as a Selling Shareholder in the Offer for Sale. SBI Capital Markets Limited (“SBICAP”) has signed the due diligence certificate and has been disclosed as a BRLM for the Offer. SBI and SBICAP are associates in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (“SEBI Merchant Bankers Regulations”). Accordingly, in compliance with the proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAP would be involved only in the marketing of the Offer.

http://www.online.citibank.co.in/

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TABLE OF CONTENTS

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

DEFINITIONS AND ABBREVIATIONS ..............................................................................................................................................1 CERTAIN CONVENTIONS, PRESENTATION OF FI NANCIAL, INDUSTRY AND MARKET DATA ............................ 14 NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES...................................................................................... 17 FORWARD-LOOKING STATEMENTS............................................................................................................................................. 18 SUMMARY OF THE OFFER DOCUMENT ...................................................................................................................................... 19

SECTION II: RISK FACTORS .............................................................................................................................................................. 24

SECTION III: INTRODUCTION .......................................................................................................................................................... 60

THE OFFER ............................................................................................................................................................................................... 60 SUMMARY OF FINANCIAL INFORMATION ................................................................................................................................ 62 GENERAL INFORMATION.................................................................................................................................................................. 66 CAPITAL STRUCTURE......................................................................................................................................................................... 75 OBJECTS OF THE OFFER..................................................................................................................................................................... 85 BASIS FOR OFFER PRICE .................................................................................................................................................................... 87 STATEMENT OF SPECIAL TAX BENEFITS................................................................................................................................... 90

SECTION IV: ABOUT OUR COMPANY ........................................................................................................................................... 95

INDUSTRY OVERVIEW ....................................................................................................................................................................... 95 OUR BUSINESS ..................................................................................................................................................................................... 146 KEY REGULATIONS AND POLICIES IN INDIA ......................................................................................................................... 179 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................................. 187 OUR MANAGEMENT .......................................................................................................................................................................... 195 OUR PRINCIPAL SHAREHOLDERS ............................................................................................................................................... 210 OUR GROUP COMPANIES ................................................................................................................................................................ 211 DIVIDEND POLICY.............................................................................................................................................................................. 212

SECTION V: FINANCIAL INFORMATION .................................................................................................................................. 213

RESTATED FINANCIAL INFORMATION..................................................................................................................................... 213 OTHER FINANCIAL INFORMATION............................................................................................................................................. 311 CAPITALISATION STATEMENT .................................................................................................................................................... 312 FINANCIAL INDEBTEDNESS .......................................................................................................................................................... 313 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................................................................................................... 314

SECTION VI: LEGAL AND OTHER INFORMATION .............................................................................................................. 346

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS.................................................................................... 346 GOVERNMENT AND OTHER APPROVALS ................................................................................................................................ 355 OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................................................. 357

SECTION VII: OFFER INFORMATION ......................................................................................................................................... 384

TERMS OF THE OFFER....................................................................................................................................................................... 384 OFFER STRUCTURE............................................................................................................................................................................ 389 OFFER PROCEDURE ........................................................................................................................................................................... 392 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................................. 408

SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION .......... 409

SECTION IX: OTHER INFORMATION.......................................................................................................................................... 415

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION....................................................................................... 415

DECLARATION ....................................................................................................................................................................................... 417

ANNEXURE A — U.S. RESALE LETTER....................................................................................................................................... 423

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SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts, regulations, r ules, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts, regulations, rules, guidelines or policies as amended, updated, supplemented, re-enacted or modified, from time to time, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under such provision.

Offer related terms used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document. Any other words and expressions used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, and the Depositories Act and the rules and regulations made thereunder.

The terms not defined herein but used in “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Restated Financial Information”, “Outstanding Litigation and Material Developments”, “Description of Equity Shares and Terms of Articles of Association” and “Offer Procedure” beginning on pages 90, 95, 179, 213, 346, 409, and 392, respectively, shall have the meanings ascribed to such terms in these respective sections.

Company Related Terms

Term Description

“our Company” / “the Company” / “the Issuer” / “UTI AMC”

UTI Asset Management Company Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at UTI Tower, ‘Gn’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India

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

AoA/ Articles of Association/ Articles

The articles of association of the Company, as amended

Audit Committee The audit committee of our Board, as described in “Our Management – Committees of the Board” on page 202

Auditors/Statutory Auditors Statutory auditors of our Company, being G.D. Apte & Co., Chartered Accountants Board/ Board of Directors The board of directors of our Company or a duly constituted committee thereof BOB Bank of Baroda

CSR Committee The corporate social responsibility committee of our Board, as described in “Our Management - Committees of the Board” on page 202

ESOP 2007 UTI AMC - Employee Stock Option Scheme, 2007

Erstwhile UTI The erstwhile Unit Trust of India , established pursuant to the Unit Trust of India Act, 1963 and divided pursuant to the UTI Repeal Act

Investment Management Agreement / IMA

The agreement dated December 9, 2002 between UTI Mutual Fund (acting through the Trustee Company) and our Company for providing asset management services to UTI Mutual Fund

IPO Committee The IPO committee of our Board constituted to facilitate the process of the Offer

LIC Life Insurance Corporation of India Material Subsidiary Subsidiaries which contribute 10% or more to the turnover or net-worth or profits before tax

of our Company as per the Restated Financial Information. Accordingly, UTI Internationa l Limited is a material subsidiary of our Company

Nomination and Remuneration Committee

Nomination and remuneration committee of our Board, as described in “Our Management – Committees of the Board” on page 202

PNB Punjab National Bank Restated Financial Information Our restated consolidated financial statements of assets and liabilities as at and for the three

months ended June 30, 2020 and June 30, 2019 and Financial Years ended March 31, 2020, March 31, 2019 and March 31, 2018 and our restated statements of profit and loss (including other comprehensive income), restated consolidated statement of changes in equity and restated consolidated statement of cash flow for the three months ended June 30, 2020 and June 30, 2019 and Financial Years ended March 31, 2020, March 31, 2019 and March 31, 2018, together with the annexures and notes thereto and the examination report, thereon, as

2

Term Description

prepared and presented in accordance with Ind AS, in each case restated in accordance with the requirements of Section 26 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI

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

SBI State Bank of India Shareholders’ Agreement/ SHA

Shareholders’ agreement dated November 7, 2009 amongst SBI, LIC, BOB, PNB, TRP and our Company, as amended by the amendment agreement dated December 16, 2019

Share Purchase Agreement Share purchase agreement dated November 7, 2009 amongst SBI, LIC, BOB, PNB, TRP and our Company, as amended by the amendment agreement dated December 22, 2009

Sponsors Sponsors of UTI Mutual Fund under the SEBI Mutual Fund Regulations, namely, SBI, LIC, BOB and PNB

Stakeholders’ Relationship Committee

The stakeholders’ relationship committee of our Board, as described in “Our Management – Committees of the Board” on page 202

Subsidiaries UTI Venture Funds Management Company Private Limited, UTI Retirement Solutions Limited, UTI Capital Private Limited, UTI International Limited, UTI International (Singapore) Private Limited, UTI Investment Management Company (Mauritius) Limited and UTI Private Equity Limited. For details, see “History and Certain Corporate Matters – Our Subsidiaries” beginning on page 190

SUUTI/ Specified Undertaking Specified Undertaking, which includes all business, assets, liabilities and properties of the Erstwhile UTI representing and relatable to the Schemes and Development Reserve Fund specified in Schedule I of the UTI Repeal Act

Transfer Agreement Transfer agreement dated January 15, 2003, amongst the President of India, SBI, LIC, BOB and PNB. For details, see “History and Certain Corporate Matters” beginning on page 187

TRP T. Rowe Price International Ltd Trust Deed Trust deed dated December 9, 2002 executed by and between SBI, LIC, BOB, PNB and the

Trustee Company establishing the UTI Mutual Fund, as amended from time to time Trustee Company UTI Trustee Company Private Limited UFC UTI Financial Centres, being the branch offices of our Company

UTI Mutual Fund UTI Mutual Fund, a trust set up under the provisions of the Indian Trusts Act, 1882 UTI Capital UTI Capital Private Limited UTI International UTI International Limited

UTI PEL UTI Private Equity Limited UTI RSL UTI Retirement Solutions Limited UTI VF UTI Venture Funds Management Company Private Limited

Technical, Industry Related Terms or Abbreviations

Term Description

AMC Asset management company AMFI Association of Mutual Funds in India ARN AMFI Registration Number

AUC / AUM Assets under custody / Assets under management BDAs Business development associates BND Banks and distributors

bps Basis points Cas Chief agents CBT, EPF Central Board of Trustees, EPF

CLRD CRISIL Limited’s Ratings Division CPF Central Provident Fund CPI Consumer price index

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Term Description

CRISIL CRISIL Research, a division of CRISIL Limited

CRISIL Report The reports titled “Assessment of mutual fund industry in India”, August 2020 prepared by CRISIL

CSR Corporate Social Responsibility

EIR Effective interest rate ELSS Equity-linked savings schemes ESOP Employee stock option plan

ETF Exchange traded fund FVOCI Fair value through other comprehensive income FVTPL Fair value through profit and loss

GDS Gross domestic savings HNI High net worth individuals IFAs Independent financial advisors

IMF International Monetary Fund MAT Minimum alternative tax NFO New fund offer

NPS National Pension System NSDF National Skill Development Fund OPAs Official points of acceptance

PLI Postal Life Insurance PMAY Pradhan Mantri Awas Yojana PMJDY Pradhan Mantri Jan Dhan Yojana

PMJJBY Pradhan Mantri Jeevan Jyoti Bima Yojana PMS Portfolio management services PRI Price return index

PSU Public sector undertakings QAAUM Quarterly average AUM RMs Relationship managers

SIPs Systematic investment plans STPs Systematic transfer plans SWPs Systematic withdrawal plans

TER Total expense ratio Total AUM The sum of the total QAAUM of all domestic mutual funds managed by, and the aggregate

closing AUM of any PMS business of and all NPS schemes managed by, the relevant entity, in each case as of the relevant date, according to CRISIL

ULIP Unit-linked insurance plan

Offer Related Terms

Term Description

Allotment Unless the context otherwise requires, it shall mean the transfer of Equity Shares by the Selling Shareholders pursuant to the Offer to the successful Bidders

Allottee A successful Bidder to whom the Equity Shares are Allotted Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance

with the requirements specified in the SEBI ICDR Regulations and this Red Herring Prospectus and who has Bid for an amount of at least ₹ 100 million

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Term Description

Anchor Investor Allocation Price

The price at which the Offered Shares will be allocated to the Anchor Investors in terms of this Red Herring Prospectus, which will be decided by our Company, in consultation with the Book Running Lead Managers

Anchor Investor Application Form

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

Anchor Investor Bid/Offer Period

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

Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of this Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our Company, in consultation with the Book Running Lead Managers

Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/Offer Period, and in the event the Anchor Investor Allocation Price is lower than the Anchor Investor Offer Price, not later than two Working Days after the Bid/ Offer Closing Date

Anchor Investor Portion Up to 60% of the QIB Portion or up to 11,636,124 Equity Shares which may be allocated by our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, to the Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutua l Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price

Application Supported by Blocked Amount or ASBA

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

ASBA Account Bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and includes the account of an RIB which is blocked upon acceptance of a UPI Mandate Request made by the RIBs using the UPI Mechanism

ASBA Bidders All Bidders except Anchor Investors ASBA Form Application form, whether physical or electronic, used by ASBA Bidders to submit Bids,

which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus

Axis Axis Capital Limited Banker(s) to the Offer Collectively, the Escrow Collection Bank, Refund Bank, Public Offer Bank and Sponsor

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

which is described in “Offer Structure” beginning on page 389

Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by the Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations and in terms of this Red Herring Prospectus and the Bid cum Application Form. 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 Anchor Investor or blocked in the ASBA Account of the ASBA Bidders, as the case may be, upon submission of the Bid in the Offer. However, Eligible Employees applying in the Employee Reservation Portion, and Retail Individual Investors can apply at the Cut -Off Price subject to applicable law and the Bid amount shall be Cap Price multiplied by the number of Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 500,000.

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Term Description

However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in the event of an under-subscription in the Employee Reservation Portion post the initial allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 200,000, subject to the total Allotment to an Eligible Employee not exceeding ₹ 500,000

Bidder(s) Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, including Anchor Investors, RIBs and Eligible Employees

Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being October 1, 2020, which shall be notified in all editions of Financial Express, all editions of Jansatta a nd Mumbai edition of Navshakti (which are widely circulated English national daily, Hindi national daily and Marathi newspapers, respectively, Marathi being the regional language of Maharashtra, where our Registered Office is located). In case of any extension, the extended Bid/Offer Closing Date shall also be notified on the website and terminals of the Syndicate Members and communicated to the Designated Intermediaries and the Sponsor Bank. Our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, may 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 Designated Intermediaries shall start accepting Bids, being September 29, 2020

Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Of fer Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations, provided that such period shall be kept open for a minimum of three Working Days

Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter

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

BofA Securities DSP Merrill Lynch Limited Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms

of which the Offer is being made Book Running Lead Managers/BRLMs

The book running lead managers to the Offer, namely, Kotak, Axis, Citi, BofA Securities, I-Sec, JM Financial and SBICAP

CAN/Confirmation 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 and the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted

Collecting Depository Participant / CDP

A depository participant, as defined under the Depositories Act, 1996 and registered with SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated Novem ber 10, 2015 issued by SEBI

Citi Citigroup Global Markets India Private Limited Cut-off Price The Offer Price finalised by our Company, in consultation with the Book Running Lead

Managers which shall be any price within the Price Band. Only RIBs and Eligible Employees (subject to the Bid Amount being up to ₹ 200,000) 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 the ASBA Forms, a list of which is available on the website of SEBI at https://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time

6

Term Description

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

Designated Intermediary(ies) In relation to ASBA Forms submitted by RIBs by authorising an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by RIBs where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such RIB, using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs, Non-Institutional Bidders and Eligible Employees, Designated Intermediaries shall mean Syndicate, Sub-Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs

Designated Stock Exchange NSE Draft Red Herring Prospectus or DRHP

The draft red herring prospectus dated December 18, 2019 filed with SEBI and 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

Eligible Employee(s) All or any of the following: (a) a permanent employee of our Company or our Subsidiaries, working in India or outside India, (excluding such employees who are not eligible to invest in the Offer under applicable laws) as of the date of filing of this Red Herring Prospectus with the RoC and who continues to be a permanent employee of our Company or our Subsidiaries, until the submission of the Bid cum Application Form; and (b) a Director of our Company, whether whole time or not, who is eligible to apply under the Employee Reservation Portion under applicable law as on the date of filing of this Red Herring Prospectus with the RoC and who continues to be a Director of our Company, until the submission of the Bid cum Application Form, but not including Directors who either themselves or through their relatives or through any body corporate, directly o r indirectly, hold more than 10% of the outstanding Equity Shares of our Company. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 500,000. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who h ave Bid in excess of ₹ 200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 500,000

Eligible FPI(s) FPI(s) from such jurisdictions outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to whom the Bid cum Application Form and this Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares

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

Employee Reservation Portion The portion of the Offer being up to 200,000 Equity Shares, available for allocation to Eligible Employees, on a proportionate basis. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 500,000. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 500,000

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

7

Term Description

Escrow Collection Bank(s) Bank(s), which are clearing members and registered with SEBI as a ba nker to an issue under the SEBI BTI Regulations and with whom the Escrow Account has been opened, in this case being, ICICI Bank Limited

Escrow and Sponsor Bank Agreement

The escrow and sponsor bank agreement dated September 8, 2020 entered into between our Company, the Selling Shareholders, the Book Running Lead Managers, the Registrar to the Offer and the Banker to the Offer for, inter alia, collection of the Bid Amounts from the Anchor Investors, transfer of funds to the Public Offer Account and where a pplicable, refunds of the amounts collected from the Anchor Investors, on the terms and conditions thereof, in accordance with the UPI Circulars

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

Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018

General Information Document or GID

The General Information Document for investing in public issues, prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified and updated pursuant to, among others, the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, the circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018, the circula r (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, the circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, the circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, the circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 and the circular no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, as amended from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the BRLMs

I-Sec ICICI Securities Limited

JM Financial JM Financial Limited Kotak Kotak Mahindra Capital Company Limited Mutual Fund Portion 5% of the Net QIB Portion or 387,871 Equity Shares which shall be available for allocation

to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Offer Price

Net Offer The Offer less the Employee Reservation Portion

Net Proceeds Proceeds of the Offer less Offer expenses. For details in relation to use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” beginning on page 85

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

Non-Institutional Bidders, Non-Institutional Investors or NIIs

All Bidders that are not QIBs or RIBs and who have Bid for Equity Shares, for an amount of more than ₹ 200,000 (but not including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer comprising 5,818,062 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 NRIs, FPIs and FVCIs Non-Resident Indians or NRI(s)

A non-resident Indian as defined under the FEMA Rules

Offer / Offer for Sale The initial public offer of up to 38,987,081 Equity Shares of face value of ₹ 10 each for cash at a price of ₹ [●] each (including a share premium of ₹ [●] per Equity Share), aggregating up to ₹ [●] million, comprising an offer for sale of up to 10,459,949 Equity Shares by SBI, up to 10,459,949 Equity Shares by LIC, up to 10,459,949 Equity Shares by BOB, up to 3,803,617 Equity Shares by PNB and up to 3,803,617 Equity Shares by TRP

8

Term Description

Offer Agreement The offer agreement dated December 18, 2019 entered into between our Company, the Selling Shareholders and the Book Running Lead Managers, pursuant to which certain arrangements are agreed to in relation to the Offer

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

Offered Shares Up to 38,987,081 Equity Shares aggregating to ₹ [●] million offered by the Selling Shareholders in the Offer for Sale

Price Band The 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 for the Offer will be decided by our Company and the Selling Shareholders in consultation with the Book Running Lead Managers and will be advertised in all editions of English national daily newspaper, Financial Express, all editions of Hindi national daily newspaper, Jansatta and Mumbai edition of the Marathi daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our Registered Office is located) each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date and shall be available to the Stock Exchanges for the purpose of uploading on their respective websites

Pricing Date The date on which our Company, in consultation with the Book Running Lead Managers, will finalise the Offer Price

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

Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ account opened, in accordance with Section 40(3) of the Companies Act with the Public Offer Account Bank to receive monies from the Escrow Accounts and the ASBA Accounts on the Designated Date

Public Offer Account Bank(s) Bank(s) with whom the Public Offer Account for collection of Bid Amounts from Escrow Accounts and ASBA Accounts have been opened, in this case being ICICI Bank Limited

QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of the Net Offer comprising 19,393,540 Equity Shares which shall be allocated to QIBs (including Anchor Investors), subject to valid Bids being received at or above the Offer Price

QIBs, QIB Bidders or Qualified Institutional Buyers

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

QP or Qualified Purchaser “qualified purchasers”, as defined in section 2(a)(51) of the U.S. Investment Company Act

Red Herring Prospectus or RHP This red herring prospectus dated September 21, 2020 issued by our Company in accordance with Section 32 of the Companies Act, and the provisions of the SEBI ICDR Regulations, which does not have complete particulars of the price at which the Equity Shares will be offered and the size of the Offer, including any addenda or corrigenda thereto. The Bid/Offer Opening Date shall be at least three Working Days after the filing of this Red Herring Prospectus with the RoC and will become the Prospectus upon filing with the RoC on or after the Pricing Date

Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) has been opened, in this case being, ICICI Bank Limited

Registrar Agreement The registrar agreement dated December 16, 2019 entered into between our Company, the Selling Shareholders and the Registrar to the Offer, in relation to the responsibilities and obligations of the Registrar to the Offer

Registrar to the Offer or Registrar

KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited)

Regulation S Regulation S under the U.S. Securities Act

9

Term Description

Retail Individual Bidder(s), Retail Individual Investor(s), RII(s) or RIB(s)

Resident Indian individual Bidders submitting Bids, who have Bid for the Equity Shares for an amount not more than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying through their Karta) and Eligible NRIs

Retail Portion The portion of the Offer being not less than 35% of the Net Offer comprising 13,575,479 Equity Shares, which shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price

RTAs or Registrar and Share Transfer Agents

The registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant Bidders at the Designated RTA Locations in terms of SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and available on the website of the Stock Exchanges at www.nseindia.com and www.bseindia.com

Rule 144A Rule 144A under the U.S. Securities Act SBICAP SBI Capital Markets Limited Self-Certified Syndicate Bank(s) or SCSB(s)

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

Selling Shareholders SBI, LIC, BOB, PNB and TRP Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement namely, KFin

Technologies Private Limited (formerly known as Karvy Fintech Private Limited )

Share Escrow Agreement The share escrow agreement dated September 8, 2020 entered into between our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of the Offered Shares under the Offer by the Selling Shareholders and credit of such Equity Shares to the demat accounts of the Allottees in accordance with the Basis of Allotment

Sponsor Bank ICICI Bank Limited, registered with SEBI as a banker to an issue, appointed by our Company to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the RIBs using the UPI Mechanism, in terms of the UPI Circulars

Syndicate or members of the Syndicate

The Book Running Lead Managers and the Syndicate Members

Syndicate Agreement The syndicate agreement dated September 19, 2020 entered into between our Company, the Selling Shareholders, the Registrar and the members of the Syndicate in relation to collection of Bid cum Application Forms by the Syndicate

Syndicate Members The intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely Investec Capital Services (India) Private Limited, JM Financial Services Limited, Kotak Securities Limited, and SBICAP Securities Limited

Underwriters [●] Underwriting Agreement The underwriting agreement to be entered into between our Company, the Selling

Shareholders and the Underwriters, on or after the Pricing Date, but prior to filing the Prospectus with the RoC

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

UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no. (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, circular no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 and any subsequent circulars or notifications issued by SEBI in this regard

UPI Mandate Request A request (intimating the RIB by way of a notification on the UPI application and by way of a SMS for directing the RIB to such UPI mobile application) to the RIB initiated by the

10

Term Description

Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in case of Allotment

UPI Mechanism Process for applications by RIBs submitted with intermediaries with UPI as mode of payment, in terms of the UPI Circulars

UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI U.S. Bank Holding Company Act

U.S. Bank Holding Company Act of 1956

U.S. Investment Company Act U.S. Investment Company Act of 1940, as amended U.S. Securities Act U.S. Securities Act of 1933, as amended U.S. Persons “U.S. persons”, as defined in Regulation S under the U.S. Securities Act

U.S. QIBs “qualified institutional buyers”, as defined in Rule 144A Volcker Rule Section 13 of the U.S. Bank Holding Company Act Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations

Working Day All days 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, the term Working Day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business; and (c) 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 the Stock Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI, including the UPI Circulars

Conventional and General Terms or Abbreviations

Term Description

₹, Rs., Rupees or INR Indian Rupees AGM Annual general meeting

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

AS or Accounting Standards Accounting standards issued by the ICAI

AY Assessment year Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF

Regulations

Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations

Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulations

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

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

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited CERSAI Central Registry of Securitisation Asset Reconstruction and Security Interest CIN Corporate Identity Number

Companies Act Companies Act, 2013, along with the relevant rules, clarifications and modifications made thereunder

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

COVID-19 Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and a public health emergency of international concern as declared by the World Health Organization on January 30, 2020 and a pandemic on March 11, 2020

11

Term Description

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996 DIN Director Identification Number DIPAM Department of Investment and Public Asset Management, Ministry of Finance, Government

of India DP or Depository Participant A depository participant as defined under the Depositories Act DP ID Depository Participant’s Identification

DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly known as Department of Industrial Policy and Promotion)

EPFO Employees’ Provident Fund Organisation EPS Earnings per share FDI Foreign direct investment

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Financial Year, Fiscal, Fiscal Year or FY

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

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

GAAR General anti-avoidance rules GDP Gross domestic product GoI or Government or Central Government

Government of India

GST Goods and services tax IBC The Insolvency and Bankruptcy Code, 2016

ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards Indian Penal Code The Indian Penal Code, 1860

Income Tax Act The Income-tax Act, 1961 Ind AS Indian Accounting Standards notified under the Companies (Indian Accounting Standards)

Rules, 2015

India Republic of India Indian GAAP Generally Accepted Accounting Principles in India IRDAI Insurance Regulatory and Development Authority of India

IST Indian Standard Time IT Information Technology KYC Know Your Customer

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

Negotiable Instruments Act The Negotiable Instruments Act, 1881 NOF Net owned funds Novel Coronavirus Severe acute respiratory syndrome coronavirus 2, a strain of coronavirus that causes

coronavirus disease 2019, a respiratory illness. NPCI National Payments Corporation of India NR Non-Resident

12

Term Description

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

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited OCB or 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. OCBs are not allowed to invest in the Offer

p.a. Per annum P/E Ratio Price to Earnings Ratio

PAN Permanent Account Number PAT Profit After Tax Pension Fund Regulations Pension Fund Regulatory and Development Authority (Pension Fund) Regulations, 2015

PFRDA Pension Fund Regulatory and Development Authority PFRDA Act Pension Fund Regulatory and Development Authority Act, 2013 PMLA Prevention of Money Laundering Act, 2002

PoP Registered point of presence in terms of the Point of Presence Regulations Point of Presence Regulations Pension Fund Regulatory and Development Authority (Point of Presence) Regulations, 2018 RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934 SARFAESI Act The Securitization and Reconstruction of Financial Assets and Enforcement of Securit y

Interest Act, 2002

Scheme(s) Scheme established under and in accordance with the SEBI Mutual Fund Regulations and shall, where the context so permits/requires, include the schemes launched pursuant to the provisions of the UTI Act which shall have vested in the UTI Mutual Fund

SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI 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 BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,

2000

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

SEBI Investment Advisers Regulations

Securities and Exchange Board of India (Investment Advisers) Regulations, 2013

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

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

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

SEBI Portfolio Managers Regulations

Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020

SEBI SBEB Regulations SEBI (Share Based Employee Benefits) Regulations, 2014

13

Term Description

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

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

Stamp Act The Indian Stamp Act, 1899 State Government The government of a state in India Stock Exchanges BSE and NSE

STT Securities Transaction Tax Systemically Important NBFC Systemically important non-banking financial company as defined under Regulation

2(1)(iii) of the SEBI ICDR Regulations

U.S., US, USA or United States United States of America USD or US$ United States Dollars UTI Act The Unit Trust of India Act, 1963

UTI Repeal Act The Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF

Regulations

14

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Red Herring Prospectus are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references to the “U.S.”, “US”, “USA” or “United States” are to the United States of America and its territories and possessions, all references to “U.K”, or “United Kingdom” are to the United Kingdom of Great Britain and Northern Ireland, all references to “Singapore” are to the Republic of Singapore, all references to “Mauritius” are to the Republic of Mauritius, and all references to “Guernsey” are to the island of Guernsey, Channel Islands.

Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time (“ IST”). Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.

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 information and financial ratios in this Red Herring Prospectus have been derived from our Restated Financial Information. For further information, see “Restated Financial Information” beginning on page 213.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references in this Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12-month period ended on March 31 of that particular calendar year.

Our restated consolidated financial statements of assets and liabilities as at and for the three months ended June 30, 2020 and June 30, 2019 and Financial Years ended March 31, 2020, March 31, 2019 and March 31, 2018 and our restated statements of profit and loss (including other comprehensive income), restated consolidated statement of changes in equity and restated consolidated statement of cash flow for the three months ended June 30, 2020 and June 30, 2019 and Financial Years ended March 31, 2020, March 31, 2019 and March 31, 2018, together with the annexures and notes thereto and the examination report, thereon, are prepared and presented in accordance with Ind AS, in each case restated in accordance with the requirements of the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.

There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the 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, Ind AS, 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 Prospec tus should, accordingly, be limited. For risks relating to significant differences between Ind AS and other accounting principles, see “Risk Factors – 51. Significant differences exist between Ind AS, U.S. GAAP and IFRS, which may be material to investors’ assessments of our financial condition.” beginning on page 54.

Unless the context otherwise indicates, any percentage amounts (excluding certain operational metrics), relating to the finan cial information of our Company in the “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Conditional and Results of Operations” beginning on pages 24, 146 and 314, respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of our Restated Fina ncial Information.

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; and

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

• “SGD” are to Singapore Dollar, the official currency of the Republic of Singapore.

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

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

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However, where any figures that may have been sourced from third-party industry sources are expressed in denominations other than millions, such figures appear in this Red Herring Prospectus in such denominations as provided in the respective sources .

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. Except in the sections “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, where figures have been rounded off to the first decimal, all figures derived from our Restated Financial Information in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. However, where any figures may have been sourced from third -party industry sources, such figures may be rounded off to such number of decimal places as provided in such respective sources.

Exchange Rates

This Red Herring Prospectus contains conversion 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.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the US$, SGD and GBP:

(Amount in ₹) Currency As on June 30, 2020 As on March 31, 2020 As on March 29, 2019* As on March 28,

2018**

1 US$ 75.58 75.39 69.17 65.04 1 SGD 53.99 52.68 50.98 49.44 1 GBP 92.69 93.08 90.48 92.28

(Source: www.rbi.org.in, www.fbil.org.in and www.oanda.com) * Exchange rate as on March 29, 2019, as RBI Reference Rate is not available for March 30, 2019 being Saturday and March 31, 2019

being a Sunday. ** Exchange rate as on March 28, 2018, as RBI Reference Rate is not available for March 29, 2018 and March 30, 2018 being public

holidays and March 31, 2018 being a Saturday.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived from the reports titled “Assessment of mutual fund industry in India” dated August, 2020 (“CRISIL Report”) prepared by CRISIL, and publicly available information as well as other industry publications and sources. The CRISIL Report have been prepared at the request of our Company.

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

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

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – 41. This Red Herring Prospectus contains information from third parties and an industry report which we have commissioned from CRISIL Research (the “Industry Report”).” beginning on page 48.

Disclaimer of CRISIL

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or f or the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in t he Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business activities in this regard. UTI Asset Management Company Limited will be responsible for ensuring compliances and consequences of non -compliances for use of the Report or

http://www.rbi.org.in/

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part thereof outside India. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written approval.” Disclaimer by Nielsen (India) Private Limited

“Nielsen Information reflects estimates of market conditions based on samples, and is prepared primarily as a marketing research tool for consumers, service providers and others in the industry. This information should not be viewed as a basis for investments and references to Nielsen should not be considered as Nielsen’s opinion as to the value of any security or the advisability of investing in the company.” Disclaimer by ICRA Analytics Limited (formerly known as ICRA Online Limited)

“All information contained herein is obtained by ICRA Analytics Limited (formerly known as ICRA Online Limited) (“ICRA”) from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. ICRA adopts all necessary measures so that the information it uses is of sufficient quality and from sources ICRA considers to be reliable including, when appropriate, independent third-party sources. However, ICRA is not an auditor and cannot in every instance independently verify or validate information received in preparing this document. All information contained herein must be construed solely as statements of opinion, and ICRA or its affiliates or group companies and its respective and any of its officers, directors, personnel and employees, disclaim liability to any loss, damage of any nature, including but not limited to direct, indirect, punitive, special, exemplary, consequential, as also any loss of profit in any way arising from the use of this document or its contents in any manner or for any contingency within or beyond the control of, ICRA or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information. Opinions expressed in the document are not the opinions of our holding company, ICRA Limited , and should not be construed as any indication of credit rating or grading of ICRA Limited for any instruments that have been issued or are to be issued by any entity. The recipient alone shall be fully responsible and/or are liable for any decision taken on the basis of this document and/or the information contained herein.”

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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

The Equity Shares have not been reviewed or recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or d etermined the adequacy of this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States (or any state or other jurisdiction therein), and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) (“U.S. Persons”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Our Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”), and investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (a) to persons in the United States or to, or for the account or benefit of, U.S. Persons, in each case that are both “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in this Red Herring Prospectus as “U.S. QIBs” and, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Red Herring Prospectus as QIBs) and “qualified purchasers” (as defined under the U.S. Investment Company Act and referred to in this Red Herring Prospectus as “QPs”) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act in reliance on Rule 144A and of the U.S. Investment Company Act in reliance on Section 3(c)(7) of the U.S. Investm ent Company Act; and (b) outside the United States to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in “offshore transactions” (as def ined in Regulation S) in reliance on Regulation S and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person outside the United States and no t known by the transferor to be a U.S. Person by pre-arrangement or otherwise (including, for the avoidance of doubt, a bona fide sale on BSE or NSE). See “Legal and Other Information — Other Regulatory and Statutory Disclosures — Eligibility and Transfer Restrictions”, on page 362.

As we are relying on an analysis that our Company does not come within the definition of an “investment company” under the U.S. Investment Company Act because of the exception provided under Section 3(c)(7) thereof, our Company may be considered a “covered fund” as defined in the Volcker Rule. See “Risk Factors— 64. U.S. regulation of investment activities may negatively affect the ability of banking entities to purchase our Equity Shares.” beginning on page 58.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the applicable laws of such jurisdiction.

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FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “project”, “seek to”, “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, expectations 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 materia lly from those suggested by forward-looking statements due to risks or uncertainties associated with expectations relating to and including, regulatory changes pertaining to the industries in India in which