AMBER ENTERPRISES INDIA LIMITED - sebi.gov.in

1 DRAFT RED HERRING PROSPECTUS Dated September 29, 2017 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Please read Section 32 of the Companies Act, 2013 Book Built Offer AMBER ENTERPRISES INDIA LIMITEDOur Company was incorporated as AMBER ENTERPRISES INDIA Private LIMITED on April 2, 1990 at Jalandhar, Punjab as a private LIMITED company under the Companies Act, 1956. Our Company was converted to a public LIMITED company pursuant to a special resolution passed by our shareholders on September 20, 2017 and a fresh certificate of incorporation dated September 22, 2017 was issued by the Registrar of Companies, Chandigarh, consequently, the name of our Company was changed to AMBER ENTERPRISES INDIA LIMITED .

2 For further details of change in the name and Registered Office of our Company, see History and Certain Corporate Matters on page Office: C-1, Phase II, Focal Point, Rajpura Town 140 401, Punjab; Tel: +91 1762 232126; Fax: +91 1762 232127 Corporate Office: Universal Trade Tower, 1st Floor, Sector 49, Sohna Road, Gurgaon 122 018; Te l: +91 124 3923000; Fax: +91 124 3923016 Contact Person: Konica Yadav, Company Secretary and Compliance OfficerE-mail: Website: Identity Number: U28910PB1990 PLC010265 OUR PROMOTERS: JASBIR SINGH AND DALJIT SINGHINITIAL PUBLIC OFFERING OF UP TO [ ] EQUITY SHARES OF FACE VALUE OF ` 10 EACH ( EQUITY SHARES ) OF AMBER ENTERPRISES INDIA LIMITED ( OUR COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF ` [ ] PER EQUITY SHARE ( OFFER PRICE ) AGGREGATING UP TO ` 5,550 MILLION, COMPRISING A FRESH ISSUE OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO ` 4,500 MILLION ( FRESH ISSUE )

3 AND AN OFFER FOR SALE OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO ` 1,050 MILLION, COMPRISING AN OFFER FOR SALE OF UP TO [ ] EQUITY SHARES BY JASBIR SINGH AGGREGATING UP TO ` 525 MILLION, AND UP TO [ ] EQUITY SHARES BY DALJIT SINGH AGGREGATING UP TO ` 525 MILLION (JASBIR SINGH AND DALJIT SINGH COLLECTIVELY, THE SELLING SHAREHOLDERS ), (THE OFFER FOR SALE AND TOGETHER WITH THE FRESH ISSUE, THE OFFER ). THE OFFER WILL CONSTITUTE UP TO [ ]% OF OUR POST-OFFER PAID-UP EQUITY SHARE FACE VALUE OF EACH EQUITY SHARE IS `10 EACH. THE OFFER PRICE IS [ ] TIMES THE FACE VALUE OF THE EQUITY SHARES.

4 THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN [ ] EDITIONS OF [ ] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), [ ] EDITIONS OF [ ] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [ ] EDITION OF [ ] (A WIDELY CIRCULATED PUNJABI DAILY NEWSPAPER) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED ( BSE ) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED ( NSE , AND TOGETHER WITH BSE, THE STOCK EXCHANGES ) FOR UPLOADING ON THEIR RESPECTIVE case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days.

5 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 press release, and also by indicating the change on the website of the BRLMs and at the terminals of the other members of the Syndicate and intimation to SCSBs, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ( SCRR ),and in accordance with Regulation 26(1) of the Securities and Exchange Board of INDIA (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI Regulations ), this Offer is being made through the Book Building Process, wherein not more than 50% of the 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 in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ( Anchor Investor Portion ).

6 One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations subject to valid Bids being received at or above the Offer Price.

7 All potential Bidders, other than Anchor Investors, are mandatorily required to participate in the Offer through an Application Supported by Blocked Amount ( ASBA ) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks ( SCSBs ). Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA Process. For details, see Offer Procedure on page 427. RISK IN RELATION TO THE FIRST OFFERThis being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company.

8 The face value of the Equity Shares is ` 10 and the Floor Price is [ ] times the face value and the Cap Price is [ ] times the face value. The Offer Price (determined and justified by our Company and Selling Shareholders in consultation with the BRLMs as stated under Basis for Offer Price on page 88) 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 RISKSI nvestments 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.

9 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 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page S AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect.

10 That the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft 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 of the Selling Shareholders severally accepts responsibility and confirms that this Draft Red Herring Prospectus contains all information about them as Selling Shareholders and the Equity Shares offered by each Selling Shareholder in the context of the Offer for Sale and further severally assume responsibility for statements in relation to them included in this Draft Red Herring Prospectus and the Equity Shares offered by them in the Offer and that such statements are true and correct in all material respects and not misleading in any material Equity Shares offered through