Videocon d2h Limited

1 DRAFT RED HERRING PROSPECTUS Dated September 29, 2014 Please read Section 32 of the Companies Act, 2013 100% Book Building Issue Videocon d2h Limited Our Company was incorporated on November 22, 2002 in Mumbai, Maharashtra under the Companies Act, 1956, as amended ( Companies Act 1956 ) as a public Limited company under the name Bharat Business Channel Limited with the Registrar of Companies, Mumbai, Maharashtra ( RoC ). Subsequently, our Company was renamed Videocon d2h Limited and a fresh certificate of incorporation was issued by the RoC on July 1, 2014. Registered Office: Auto Cars Compound, Adalat Road, Aurangabad 431 005, Maharashtra, India; Tel: (+91 240) 232 0750; Fax: (+91 240) 233 5755. For details of changes in the name and registered office of our Company, see History and Certain Corporate Matters on page 127.

2 Corporate Office: 1st Floor, Techweb Centre, New Link Road, Oshiwara Jogeshwari (West), Mumbai 400 102, Maharashtra, India Tel: (+91 22) 4255 5000; Fax: (+91 22) 4255 5050 Contact Person and Compliance Officer: Ms. Amruta Karkare, Company Secretary; Tel: (+91 22) 42 555 062; Fax: (+91 22) 42 555 050; Email: Website: CIN: U92100MH2002 PLC137947 Promoters of our Company: Mr. Saurabh Pradipkumar Dhoot, Synergy Appliances Private Limited , Solitaire Appliances Private Limited , Greenfield Appliances Private Limited and Platinum Appliances Private Limited INITIAL PUBLIC OFFERING OF [ ] EQUITY SHARES OF FACE VALUE OF ` 10 EACH ( EQUITY SHARES ) OF Videocon D2H Limited ( Videocon D2H OR OUR COMPANY OR THE COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF ` [ ] PER EQUITY SHARE (THE ISSUE PRICE ) AGGREGATING UP TO ` 7,000 MILLION (THE ISSUE ).

3 THE ISSUE SHALL CONSTITUTE [ ]% OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE JOINT GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS AND ADVERTISED IN [ ] EDITION OF [ ] (A WIDELY CIRCULATED ENGLISH NATIONAL NEWSPAPER), [ ] EDITION OF [ ] (A WIDELY CIRCULATED HINDI NATIONAL NEWSPAPER) AND [ ] EDITION OF [ ] (A WIDELY CIRCULATED MARATHI NEWSPAPER) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE Limited FOR THE PURPOSE OF UPLOAD ON ITS WEBSITE. Our Company is considering a Pre-IPO Placement of up to 5,000,000 Equity Shares aggregating up to ` 500 million with certain investors ( Pre-IPO Placement ).

4 The Pre-IPO Placement is at the discretion of our Company. Our Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement, if any, prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size will be reduced to the extent of such Pre-IPO Placement, subject to the Issue size constituting at least 10% of the post-Issue paid-up Equity Share capital of our Company. THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH. In case of revision in the Price Band, the Bid/Issue Period will be extended for at least three additional Working Days (as defined herein) after revision of the Price Band subject to the Bid/Issue Period not exceeding a total of 10 Working Days.

5 Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE Limited (the BSE ), by issuing a press release, and also by indicating the change on the websites of the Joint Global Coordinators and Book Running Lead Managers ( JGCBRLMs ) and at the terminals of the other members of the Syndicate and by intimation to Self Certified Syndicate Banks ( SCSBs ) and Registered Brokers. Pursuant to Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR ), the Issue is being made for at least 10% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made through the Book Building Process and pursuant to Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ( SEBI ICDR Regulations ), where not less than 75% of the Issue will be Allotted on a proportionate basis to Qualified Institutional Buyers ( QIBs ) (the QIB Category ), provided that our Company may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the Anchor Investor Portion ), 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 Issue Price.

6 Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. If not less than 75% of the Issue cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, not more than 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Investors and not more than 10% of the Issue will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.

7 Retail Individual Investors may participate in the Issue through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. QIBs (except Anchor Investors) and Non-Institutional Investors shall compulsorily participate in the Issue through the ASBA process. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details in this regard, specific attention is invited to Issue Procedure on page 296. RISK IN RELATION TO FIRST ISSUE This being the first issue of the securities of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 and the Floor Price and Cap Price are [ ] times and [ ] times the face value of the Equity Shares, respectively.

8 The Issue Price (as determined and justified by our Company in consultation with the JGCBRLMs and as stated in Basis for Issue Price on page 76) 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 and/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 the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue.

9 For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ), nor does the SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page 12. ISSUER S ABSOLUTE RESPONSIBILITY Our 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 Issue, which is material in the context of the Issue, 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, that the opinions and intentions expressed herein are honestly held and that there are no other facts.

10 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. LISTING The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the BSE. We have received an in-principle approval from the BSE for the listing of the Equity Shares pursuant to letter dated [ ]. The BSE is the Designated Stock Exchange for the purposes of the Issue. The Equity Shares offered in the Issue have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.