BHARAT WIRE ROPES LIMITED

RED HERRING PROSPECTUS

  Please read section 32 of the Companies Act, 2013 Dated: March 7, 2016

  100% Book Built Issue

BHARAT WIRE ROPES LIMITED

  

Our Company was incorporated as Bharat Ropes Private Limited on July 24, 1986, at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. Our Company was converted into a

public limited company pursuant to approval of the shareholders in an extraordinary general meeting held on May 2, 1992 and consequently, the name of our Company was changed to Bharat Ropes Limited

and a fresh certificate of incorporation consequent upon conversion to public limited company was granted on June 10, 1992. Thereafter, the name of our Company was changed from Bharat Ropes Limited to

Bharat Wire Ropes Limited and a fresh certificate of incorporation consequent upon change of name was granted by the Registrar of Companies, Mumbai, on July 5, 1996. For details of changes in the name

and the registered office of our Company, please refer to the chapter titled “History and Certain Corporate Matters” beginning on page 158 of this Red Herring Prospectus.

  

Registered Office: Plot No. 1&4, Atgaon Industrial Complex, Mumbai-Nasik Highway, Atgaon (East), TalukaShahpur, Thane – 421601, Maharashtra, India

Tel: +91-2527-240123 Fax: +91-2527-240196

Corporate Office: 701, A Wing, Trade World, Kamla City, Senapati Bapat Marg, Lower Parel (West), Mumbai- 400013, Maharashtra, India.

  

Tel: +91-22-66824600 Fax: +91-22-24955477

Contact Person : Mr. Shailesh Rakhasiya, Company Secretary and Compliance Officer, Tel: +91-22-66824600 Fax: +91-22-24955477

E-mail: compliance@bharatwireropes.com Website: www.bharatwireropes.com Corporate Identification Number: U27200MH1986PLC040468.

  PROMOTERS OF OUR COMPANY : MR. MURARILAL MITTAL, MRS. USHA MITTAL, MR. MANAN MITTAL AND GAJI MERCANTILE PRIVATE LIMITED PUBLIC ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF Rs.10 EACH (“EQUITY SHARES”) OF BHARAT WIRE ROPES LIMITED (OUR “COMPANY” OR THE “ISSUER”)

  

FOR CASH AT A PRICE OF Rs. [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE) AGGREGATING UP TO Rs. 7,000 LACS (THE “ISSUE”). THE

  ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF [●] EQUITY SHARES (THE “NET ISSUE”) AND RESERVATION OF [●] EQUITY SHARES AGGREGATING UP TO Rs. 350 LACS

FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEE (AS DEFINED HEREIN) (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE [●]% OF THE POST-

ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUE [●]% OF POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

  

THE FACE VALUE OF THE EQUITY SHARES IS Rs.10/- EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION

WITH THE BOOK RUNNING LEAD MANAGERS (THE “BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, ALL EDITIONS OF JANSATTA AND A

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/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE

TO THE BSE LIMITED (THE “BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.

  

In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least 3 additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding

  

10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE and NSE, by issuing a press release, and also by

indicating the change on the website of the BRLMs and the terminals of the Syndicate Members and by intimation to Self Certified Syndicate Banks (“SCSBs”), Registered Brokers, Registrar and Share

Transfer Agents and Collecting Depository Participants.

This Issue is being made pursuant to Rule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended (“SCRR”), this is an Issue for at least 25% of the post-Issue of our Company. The Issue is

being made through the Book Building Process in compliance with the provisions of Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009, as amended, (the “SEBI (ICDR) Regulations”), wherein at least 75% of the Net Issue shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion shall

be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual

Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Net Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not

  Net

more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Issue shall be available for allocation to Retail Individual

Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI (ICDR) Regulations”), subject to valid

Bids being received at or above the Issue Price. All Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For details, please refer to the chapter titled ‘Issue Procedure’

beginning on page 318 of this Red Herring Prospectus.

RISKS IN RELATION TO THE FIRST ISSUE

  

This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10 each. The Floor Price is [●] times the

face value and the Cap Price is [●] times the face value. The Issue Price (determined and justified by our Company, in consultation with the BRLMs in accordance with SEBI (ICDR) Regulations and as stated

under the chapter titled “Basis for Issue Price” beginning on page 100 of this Red Herring Prospectus) 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

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment.

  Inves-tors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and

the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee

the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 17 of this Red Herring Prospectus.

  

ISSUER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is

material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and

intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such

opinions or intentions misleading in any material respect.

  

TABLE OF CONTENTS

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

• – Nasik Highway, Atgaon – East, Taluka- Shahpur, District – Thane – 421 601, Maharashtra, India.

  Company Related Terms Terms Description

  The Board of Directors of our Company, including all duly constituted Committees thereof. CIN Corporate Identification Number. Companies Act / Act The Companies Act, 1956, amendments thereto and/or the Companies Act, 2013, with amendments thereto to the extent applicable. Corporate Office Corporate Office of our Company located at 701, A Wing, Trade World Building,

  Committee on December 28, 2015 in accordance with Section 177 of the Companies Act, 2013. Auditors/ Statutory Auditors The Auditors of our Company namely, M/s. Sureka Associates. Board of Directors / the Board / our Board

  Audit Committee The committee of the Board of Directors reconstituted as our Company‘s Audit

  The existing manufacturing facility of our Company situated at Plot No. 1&4, Atgaon Industrial Complex, Mumbai

  Atgaon Facility/Existing Manufacturing Facility

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

  ―you‖, ―your‖ or ―yours‖ Prospective bidders in this Issue

  Unless the context otherwise requires, refers to Bharat Wires Ropes Limited, a company incorporated under the Companies Act, 1956 vide a Certificate of Incorporation issued by the Registrar of Companies, Maharashtra, Mumbai and having its registered office at Plot No. 1&4, Atgaon Industrial Complex, Mumbai

  ―our‖ or ―us‖ or ―our Company‖ ―the Company‖ or ―the Issuer‘

  Limited ‖, ―BWRL‖, ―We‖

  ―Bharat Wires Ropes

  General Term Description

  Unless the context otherwise indicates, requires or implies, the following terms shall have the following meanings in this Red Herring Prospectus. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

  BharatWire Ropes Limited

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

• – Nasik Highway, Atgaon – East, Taluka- Shahpur, District – Thane – 421 601, Maharashtra, India.

  Kamla City, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400 013.

  BharatWire Ropes Limited Terms Description on page 191 of this Red Herring Prospectus.

  HUF Hindu Undivided Family. Indian GAAP Generally Accepted Accounting Principles in India.

  IPO Committee The IPO committee constituted by our Board on June 15, 2015.

  ISIN International Securities Identification Number. In this case being - INE316L01019. Key Managerial Personnel (KMP)

  Key managerial personnel of our Company in terms of Regulation 2(1)(s) of the SEBI (ICDR) Regulations and disclosed in the chapter titled ―Our Management‖ beginning on page 164 of this Red Herring Prospectus.

  Lender/Lenders Lenders of our Company comprising Term Loan Consortium Bankers and Working Capital Consortium Bankers. LIE Report Report dated April 30, 2015, issued by Techn-O-Aid Consultants Private Limited

  [Lenders Engineers, Technical Consultants (TEV) Architects, Chartered Engineers and Valuers] LLP Act Limited Liability Partnership Act, 2008.

  MOA / Memorandum / Memorandum of Association Memorandum of Association of our Company, as amended.

  Non Residents A person resident outside India, as defined under FEMA Regulations. NRIs / Non-Resident Indians A person resident outside India (as defined under FEMA) and who is a citizen of India or a Person of Indian Origin under Foreign Exchange Management (Deposit)

  Regulations, 2000, as amended. Peer Review Auditor Independent Auditor having a valid Peer Review certificate in our case being M/s. NGS & Company LLP.

  Person or Persons Any Individual, Sole Proprietorship, Unincorporated Association, Unincorporated Organization, Body Corporate, Corporation, Company, Partnership Firm, Limited Liability Partnership Firm, Joint Venture, or Trust or any other Entity or Organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires.

  Previous Management Old/Previous Management of our Company existing prior to the date of the SPA. Promoters Promoters of our Company, namely, Mr. Murarilal Mittal, Mrs. Usha Mittal, Mr. Manan

  Mittal and Gaji Mercantile Private Limited. For details, please refer to the chapter titled ―Our Promoters and Promoter Group‖ beginning on page 183 of this Red Herring Prospectus.

  Promoter Group The persons and entities constituting the promoter group pursuant to Regulation

  BharatWire Ropes Limited Terms Description

  Restated Financial Statement Standalone restated financial statements as of and for the Fiscal Years 2011, 2012, 2013, 2014 and 2015 and the eight month period ended November 30, 2015 and the related notes, schedules and annexures thereto included in this Red Herring Prospectus, which have been prepared in accordance with the Companies Act, 2013 and Indian GAAP and restated in accordance with the SEBI (ICDR) Regulations.

  SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992. SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time. SEBI AIF Regulations Securities and Exchange Board of India (Alternate Investments Funds) Regulations, 2012, as amended from time to time.

  SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended from time to time. SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time. SEBI (ICDR) Regulations/ SEBI Regulations

  SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by SEBI on August 26, 2009, as amended, including instructions and clarifications issued by SEBI from time to time. SEBI (LODR) Regulations, 2015

  SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by SEBI on September 2, 2015, consolidates and streamlines the provisions of existing listing agreements for different segments of the capital markets.

  SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time. SEBI VCF Regulations Securities Exchange Board of India (Venture Capital Funds) Regulations, 1996 as amended from time to time. Shah Group Mr. Sundarji M. Shah, Mr. Devchand M. Shah, Mr. Dinesh S. Shah, Mr. Sundarji M.

  Shah (HUF), Mr. Devchand M. Shah (HUF), Mr. Dinesh S. Shah (HUF), Mrs. Jaya S. Shah, Mrs. Pratibha D. Shah, Mrs. Shailee D. Shah Shareholders Shareholders of our Company unless otherwise specified.

  Stakeholders‘ Relationship Committee

  The Stakeholders‘ Relationship Committee reconstituted by our Board of Directors on December 28, 2015. SPA Share Purchase-cum-

  Holders‘ Agreement dated June 30, 2010 entered into between our Company, our Corporate Promoter-Gaji Mercantile Private Limited and certain other

  BharatWire Ropes Limited Terms Description

  Allottee The successful bidders to whom the Equity Shares are being / have been issued Application Supported by The application (whether physical or electronic) used by an ASBA Bidder to make a Block Amount (ASBA) Bid authorizing an SCSB to block the Payment Amount in the specified bank account maintained with such SCSB. ASBA is mandatory for all Bidders participating in the

  Issue. ASBA Account Account maintained by an ASBA Bidders with an SCSB which will be blocked by such SCSB to the extent of the Bid Amount of the ASBA Applicant.

  ASBA Bid A Bid made by an ASBA Bidder ASBA Bidder Prospective Bidders in this Issue who Bid/ apply through ASBA. Bankers to the Company Banks who have extended credit facilities to our Company i.e. Bank of Baroda, Union

  Bank of India, Central Bank of India, Vijaya Bank, Corporation Bank, State Bank of Bikaner and Jaipur, Export-Import Bank of India. Bankers to the Issue The banks which are Clearing Members and registered with SEBI as Banker to an issue with whom the Public Issue Account will be opened and in this case being Axis Bank

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

  Issue and which is described in the c hapter titled ―Issue Procedure‖ beginning on page 318 of this Red Herring Prospectus. Bid An indication to make an offer during the Bid/Issue Period by a Bidder pursuant to submission of Bid cum Application Form to subscribe for or purchase the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto.

  Bid/Issue Closing Date The date after which the Syndicate, the designated branches of SCSBs, Registered Brokers, and the RTA‘s/CDP‘s will not accept any Bids for this Issue, which shall be notified in all English editions of Financial Express, all Hindi editions of Jansatta and the Marathi edition of the Navshakti, each with wide circulation.

  The extended Bid/Issue Closing Date shall also be notified on the website and terminals of the Syndicate Members and by intimation to the SCSBs, the Registered Brokers, the RTA‘s/CDP‘s, as required under the SEBI (ICDR) Regulations. Our Company in consultation with the BRLMs, may consider closing the Bidding by QIBs 1 (one) Working Day prior to the Bid/Issue Closing Date, which shall also be notified in an advertisement in the same newspapers in which the Bid/Issue Opening Date was published. Bid/Issue Opening Date The date on which the Syndicate, the designated branches of the SCSBs, Registered

  BharatWire Ropes Limited Terms Description payable by the Bidder/blocked in the ASBA Account upon submission of the Bid.

  Bid cum Application Form The form in terms of which an ASBA Bidder shall make an offer to subscribe for the Equity Shares and which will be considered as the application for Allotment for the purposes of the Prospectus.

  Bid Lot [●]

  BOBCAPS BOB Capital Markets Limited Book Building Process / Method

  The book building process as provided under Schedule XI of the SEBI(ICDR) Regulations, in terms of which the Issue is being made. BRLMs/Book Running Lead Managers

  The Book Running Lead Managers to the Issue, in this case being Intensive Fiscal Services Private Limited and BOB Capital Markets 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 and updated from time to time.

  Broker to the Issue/ Registered Brokers

  All recognized members of the Stock Exchanges having nationwide terminals would be eligible to act as the Broker to the Issue/ Registered Brokers and other than the members of the Syndicate. BSE BSE Limited. CAN / Confirmation of Allocation Note

  The note or advice or intimation sent to each successful Bidder indicating the Equity Shares which will be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange.

  Cap Price The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted. Client ID Client identification number of the Bidder‘s beneficiary account. Collecting Depository Participants/CDPs

  A depository participant registered under Section 12 (1A) of the SEBI Act and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI. Compliance Officer Our Company Secretary who has been appointed as Compliance Officer of our Company.

  Controlling Branches of the SCSBs

  Such branches of the SCSBs which co-ordinate Bids by the ASBA Bidders with the Registrar to the Issue and the Stock Exchanges and a list of which is available on the website of SEBI at http://www.sebi.gov.in or at such other website as may be prescribed

  BharatWire Ropes Limited Terms Description

  used by ASBA Bidders, a list of which is available on the website of SEBI at or at such other websites as may be prescribed by SEBI from time to time. Designated CDP Locations Such centers of the Collecting Depository Participants where Bidders can submit the

  Bid cum Application Forms. The details of such Designated CDP Locations, along with the names and contact details of the Depository Participants are available on the respective websites of the Stock Exchanges and www.bseindia.com) and updated from time to time.

  Designated Date The date on which the amounts blocked by the SCSBs are transferred from the bank accounts of the ASBA Bidder to the Public Issue Account, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to the Allottees.

  Designated Stock Exchange NSE Designated RTA Locations Such centers of the RTAs where Bidders can submit the Bid cum Application Forms.

  The details of such Designated RTA Locations, along with the names and contact details of the RTAs are available on the respective websites of the Stock Exchanges (www.nseindia.com and www.bseindia.com) and updated from time to time. DP ID Depository Participant‘s Identification. Draft Red Herring Prospectus The Draft Red Herring Prospectus dated July 21, 2015 issued in accordance with the or DRHP SEBI (ICDR) Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted. Eligible Employee A permanent and full-time employee of our Company or a Director of our Company

  (excluding such other persons not eligible under applicable laws, rules, regulations and guidelines), as on the date of filing of the Red Herring Prospectus with the RoC, who are Indian nationals and are based, working and present in India as on the date of submission of the Bid cum Application Form and who continue to be in the employment of our Company or Directors of our Company, as the case may be, until submission of the Bid cum Application Form.

  Eligible NRI(s) A Non Resident Indian from jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom this Prospectus will constitute an invitation to subscribe for the Equity Shares. Eligible QFI(s) QFIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered thereby and who have opened demat accounts with SEBI registered qualified

  BharatWire Ropes Limited Terms Description

  General Information Document/GID

  General Information Document prepared and issued in accordance with the Circular (CIR/CFD/DIL/12/13) dated October 23, 2013 notified by SEBI. Intensive Intensive Fiscal Services Private Limited.

  IPO Initial Public Offering. Issue / Issue Size / Public Issue Public Issue of

  [●] Equity Shares of Rs.[●] each for cash at a Price of Rs.[●] per Equity & Share premium of Rs.

  [●] per Equity Share aggregating to Rs.7000 lacs. The Issue comprises of the Net Issue to the public aggregating upto Rs.

  [●] and Employee Reservation Portion aggregating upto Rs. 350 lacs. Issue Closing Date Friday, March 18, 2016. Issue Opening Date Tuesday, March 22, 2016. Issue Agreement The agreement dated July 21, 2015 between our Company and the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Issue. Issue Price The final price at which the Equity Shares will be Allotted in terms of the Red Herring

  Prospectus. The Issue Price will be decided by our Company in consultation with BRLMs on the Pricing Date. Unless otherwise stated or the context otherwise implies, the term Issue Price refers to the Issue Price applicable to investors.

  Issue Proceeds The proceeds of the Issue. For further information about use of the Issue Proceeds please refer to the chapter titled ―Objects of the Issue‖ beginning on page 82 of this Red Herring Prospectus.

  Listing Agreement Equity Listing Agreements to be entered into by our Company with the Stock Exchanges. Mutual Fund A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations,1996, as amended. Mutual Funds Portion 5% of the QIB Portion available for allocation to Mutual Funds only. Net Issue Issue less Employee Reservation Portion. Net Proceeds The Issue proceeds less the Issue expenses. Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees bidding in the Employee Reservation Portion and who have Bid for Equity Shares for an amount more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs). Non-Institutional Portion The portion of the Net Issue being not more than 15% of the Net

  Issue consisting of [●] Equity Shares available for allocation to Non-Institutional Bidders on a proportionate basis subject to valid Bids being received at or above the Issue Price.

  Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs,

  BharatWire Ropes Limited Terms Description

  ratios calculated at the Floor Price and at the Cap Price. Such advertisement will be available on the websites of the Stock Exchanges. Pricing Date The date on which our Company, in consultation with the BRLMs, finalizes the Issue Price. Prospectus The Prospectus to be filed with the Register of Companies after the Pricing Date in accordance with Section 26 of the Companies Act, 2013, and the SEBI (ICDR)

  Regulations containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information, including any addenda or corrigenda thereto.

  Public Issue Account Account opened with the Bankers to the Issue under section 40 of the Companies Act, 2013 to which the funds shall be transferred by the SCSBs from the ASBA Accounts, on the Designated Date. QIB Category/QIB Portion The portion of the Net Issue being not less than 75% of the Net

  Issue consisting of [●] Equity Shares to be made available for allocation to QIBs on a proportionate basis. Qualified Foreign Investors / Non-resident investors, other than SEBI registered FIIs or sub-accounts or SEBI QFIs registered FVCIs, who meet

  ‗Know Your Client‘ requirements prescribed by SEBI and are resident in a country which is (i) a member of Financial Action Task Force or a member of a group which is a member of Financial Action Task Force; and (ii) a signatory to the International Organis ation of Securities Commission‘s Multilateral

  Memorandum of Understanding or a signatory of a bilateral memorandum of understanding with SEBI. Provided that such non-resident investor shall not be resident in Country which is listed in the public statements issued by Financial Action Task Force from time to time on: (i) jurisdictions having a strategic anti-money laundering/combating the financing of terrorism deficiencies to which counter measures apply; (ii) jurisdictions that have not made sufficient progress in addressing the deficiencies or have not committed to an action plan developed with the Financial Action Task Force to address the deficiencies. Qualified Institutional Buyers / As defined under Regulation 2(1)(zd) of the SEBI (ICDR) Regulations, and includes QIBs Public Financial Institutions as specified in Section 4A of the Companies Act 1956/

  2(72) of the Companies Act, 2013, Scheduled Commercial Banks, Mutual Funds, Foreign Institutional Investors registered with SEBI, Multilateral and Bilateral Development Financial Institutions, Venture Capital Funds and AIFs registered with SEBI, FPI other than Category III FPI registered with SEBI; State Industrial Development Corporations, Insurance Companies registered with the Insurance Regulatory and Development Authority (IRDA), Provident Funds with a minimum corpus of Rs.25 Crores and Pension Funds with a minimum corpus of Rs. 25 Crores,

  BharatWire Ropes Limited Terms Description

  Registrar/ Registrar to the Registrar to the Issue being Karvy Computershare Private Limited situated at Issue Karvy Selenium, Tower B, Plot number 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500032, India.

  Retail Individual Bidders Individual Bidders, other than Eligible Employees bidding in the Employee Reservation Portion, submitting Bids, who have Bid for the Equity Shares for an amount not more than Rs. 200,000/ in any of the bidding options in the Net Issue (including HUFs applying through their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs.

  Retail Portion The portion of the Net Issue being not more than 10% of the Net Issue consisting of [●]

  Equity Shares available for allocation to Retail Individual Bidder(s) on a proportionate basis subject to valid Bids being received at or above the Issue Price. Revision Form The form used by the ASBA Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s).

  QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bid (in terms of number of Equity Shares or the Bid Amount) at any stage. Self-Certified Syndicate Banks which are registered with SEBI under the SEBI (Bankers to an Issue) Bank(s) / SCSB(s) Regulations, 1994 and offer services of ASBA, including blocking of bank account, a list of which is available on

  http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries Stock Exchanges BSE Limited and National Stock Exchange of India Limited.

  Specified Cities/Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms from ASBA Bidders, a list of which is available at the website of the SEBI and updated from time to time.

  Syndicate The BRLMs and the Syndicate Member(s). Syndicate Agreement The agreement, dated February 24, 2016, entered into amongst the BRLMs, the

  Syndicate Members, the Registrar and our Company in relation to the collection of Bids in this Issue ( other than bids directly submitted to the designated branches of the SCSBs, to Registered Brokers at Broker Centres, to RTAs at Designated RTA Locations and to the CDP s at Designated CDP Locations ).

  Syndicate Member(s) Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely, Intensive Fiscal Services Private Limited and BOB Capital Markets Limited. TRS / Transaction Registration The slip or document issued by a member of the Syndicate or an SCSB (only on Slip demand)

  , Registered Brokers, RTA‘s and CDP‘s, as the case may be, to the Bidder, as proof of registration of the Bid.

  BharatWire Ropes Limited COMPANY AND INDUSTRY RELATED TERMS Terms Description

  BIS Bureau of Indian Standards BPCL Bharat Petroleum Corporation Limited BPO Business Process Outsourcing BSI British Standards Institution CAGR Compounded Annual Growth Rate CARE Credit Analysis & Research Limited CARE Report Report on Indian Steel and Wire Rope Industry dated June 30, 2015 by Credit Analysis and Research Limited CMIE Centre for Monitoring Indian Economy Private Limited CORE Central Organisation for Railway Electrification CRM Customer Relationship Management DGMS Directorate General of Mines Safety EBIDTA Earnings before Interest Depreciation, Tax and Amortization.

  EPF Act Employees Provident Funds and Miscellaneous Provisions Act, 1952. ERP Enterprise Resource Planning is an integrated computer-based system used to manage internal and external resources, including tangible assets, financial resources, materials, and human resources. Its purpose is to facilitate the flow of information between all business functions inside the boundaries of the organization and manage the connections to outside stakeholders. Built on a centralized database and normally utilizing a common computing platform, ERP systems consolidate all business operations into a uniform and enterprise-wide system environment. E&P Exploration & Production GIR General Index Register No.

  IEC Import Export Code

  IOCL Indian Oil Corporation Limited

  IRS Indian Register of Shipping

  IST Indian Standard Time

  IWRC Indian Workers Resource Center MAT Minimum Alternate Tax

  BharatWire Ropes Limited ABBREVIATIONS Abbreviation Full Form

  AS Accounting Standards as issued by the Institute of Chartered Accountants of India A/c Account AGM Annual General Meeting ASBA Applications Supported by Blocked Amount AIF Alternative Investment Funds registered under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended.

  AY Assessment Year

  B. A Bachelor of Arts

  B. Com Bachelor of Commerce

  B. E Bachelor of Engineering

  B. Sc Bachelor of Science

  B. Tech Bachelor of Technology BG/LC Bank Guarantee / Letter of Credit BSE BSE Limited CDSL Central Depository Services (India) Limited CAGR Compounded Annual Growth Rate CIN Corporate Identification Number CIT Commissioner of Income Tax CS. & CO Company Secretary & Compliance Officer CY Current Year DIN Director Identification Number DIPP Department of Industrial Policy and Promotion, Ministry of Commerce, Government of

  India DRHP Draft Red Herring Prospectus ECS Electronic Clearing System EPS Earnings Per Share EGM /EOGM Extraordinary General Meeting ESOP Employee Stock Option Plan €

  Euro

  BharatWire Ropes Limited Abbreviation Full Form

  Exchange Board Of India (Foreign Portfolio Investors) Regulations, 2014, which shall be deemed to be an intermediary in terms of the provisions of the SEBI Act,1992. FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000. GAJI Gaji Mercantile Private Limited GoI/Government Government of India GDP Gross Domestic Product GELLP Gyanshankar E-Trading LLP GITCPL Gyanshankar Investment & Trading Company Private Limited GSLLP Gyanshankar Services LLP HNI High Net worth Individual HUF Hindu Undivided Family

  ICAI The Institute of Chartered Accountants of India

  ICD Inter-Corporate Deposit

  ICDR Issue of Capital and Disclosure Requirement Regulations, 2009

  ICSI The Institute of Company Secretary of India

  IFRS International Financial Reporting Standards

  IFSC Indian Financial System Code

  IPR Intellectual Property Rights

  IPO Initial Public Offering

  ISO

  ISO is an international-standard-setting body composed of representatives from various national standards organizations.

  IREDA Indian Renewable Energy Development Agency Limited

  IT Information Technology

  ITI Industrial Training Institute

  INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India I.T. Act Income Tax Act, 1961, as amended from time to time. Kg Kilogram KMP Key Managerial Personnel KVA Kilovolt-ampere Kw Kilowatt

  BharatWire Ropes Limited Abbreviation Full Form

  Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. MTPA Metric Tonnes per annum NA Not Applicable NAV Net Asset Value NOC No Objection Certificate NPV Net Present Value NRIs Non Resident Indians NRE Account Non Resident External Account NRO Account Non Resident Ordinary Account NSDL National Securities Depository Limited OCB Overseas Corporate Bodies P.A. Per Annum PAC Persons Acting in Concert PE Private Equity P/E Ratio Price/Earnings Ratio PAN Permanent Account Number PAT Profit After Tax RBI The Reserve Bank of India RAPDRP Restructured Accelerated Power Development & Reforms Programme.

  ROE Return on Equity RONW Return on Net Worth RTGS Real Time Gross Settlement SCPL Stellar Credit and E-Trading Private Limited SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.

  SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time. SICA Sick Industrial Companies (Special Provisions) Act, 1985 STT Securities Transaction Tax Sec. Section TAN Tax-Deduction Account Number TIN Tax-payer Identification Number

  BharatWire Ropes Limited

CERTAIN CONVENTIONS, USE OF FINANCIAL DATA AND MARKET DATA AND CURRENCY OF

FINANCIAL PRESENTATION Certain Conventions

  All references in the Red Herring Prospectus to ―India‖ are to the Republic of India. All references in the Red Herring Prospectus to the ―U.S.‖, ―USA‖ or ―United States‖ are to the United States of America.

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

  Financial Data

  Unless stated otherwise, the financial data in the Red Herring Prospectus is derived from our Restated Financial Statements prepared for the financial year ended 2011, 2012, 2013, 2014, 2015 and the 8 (eight) month period ended November 30, 2015 in accordance with Indian GAAP, Accounting Standards, the Companies Act, as stated in the reports of our Peer Reviewed Auditors and SEBI (ICDR) Regulations, 2009 included under the chapter titled

  “Financial Statements”

  beginning on page 200 of this Red Herring Prospectus. Our financial year commences on April 1 of every year and ends on March 31 of every next year. Certain figures contained in this Red Herring Prospectus, including financial information, have been subject to rounding adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. However, where any figures that may have been sourced from third-party industry sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Red Herring Prospectus as rounded-off to such number of decimal points as provided in such respective sources. Any percentage amounts, as set forth in "Risk Factors", "Our Business", "Management's Discussion and Analysis of

  

Financial Conditions and Results of Operation" beginning on pages 17 and 121 and 257, respectively of this Red Herring

  Prospectus, unless otherwise indicated, have been calculated based on our restated respectively financial statement prepared in accordance with the SEBI (ICDR) Regulations. There are significant differences between Indian GAAP, U.S. GAAP and the IFRS. Accordingly, the degree to which the Indian GAAP, Financial Statements included in the Red Herring Prospectus will provide meaningful information is entirely dependent on the re ader‘s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting policies and practices, Indian GAAP, the Companies Act and the SEBI (ICDR)

  Regulations on the financial disclosures presented in the Red Herring Prospectus should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to

  BharatWire Ropes Limited

  information. For further details, please refer to the section titled ―Risk Factors” beginning on page 17 of this Red Herring Prospectus.

  In accordance with the SEBI (ICDR) Regulations, the chapter titled ―Basis for Issue Price” on page 100 of this Red Herring Prospectus. Such information has been derived from publicly available sources, and neither we, nor the BRLMs, have independently verified such information.

  Currency of Financial Presentation and Exchange Rates

  All references to "Rupees" or "INR" or ―Rs.‖ are to Indian Rupees, the official currency of the Republic of India. Except where specified, including in the chapter titled ―Industry Overview‖ throughout this Red Herring Prospectus all figures have been expressed in lacs, million, crores and billions.

  This Red Herring Prospectus contains conversions of certain US Dollar, Euro and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI (ICDR) Regulations. These conversions should not be construed as a representation that those US Dollar, Euro or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate.

  Definitions

  For additional definitions used in the Red Herring Prospectus, please refer to the chapter titled

  “Definitions and

Abbreviations” beginning on page 1 of this Red Herring Prospectus. In the section titled “Main Provisions of the Articles of

Association” beginning on page 374 of this Red Herring Prospectus, defined terms have the meaning given to such terms in

the Articles of Association of our Company.

  BharatWire Ropes Limited

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‖, ―objective‖, ―plan‖, ―project‖, ―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.