By referring RHP BURGER KING DOC & Mazagon dock. 1. Explain IPO registration process of the burger king and Mazagon? 2. Explain the risk factors of Burger king and Mazagon? (Foreign exchange risk,

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and the UPI Circulars . Registrar to the Offer or Registrar Alankit Assignments Limited . Retail Discount A discount of up to [●]% (equivalent of up to ₹[●] per Equity Share ) on the Offer Price which may be offered to Retail Individual Bidders in the Retail Portion . Retail Individual Bidder(s)/RIB(s) /RII(s) Indiv idual Bidders, other than Eligible Employees Bidding in the Employee Reservation Portion (if any) who have Bid for the Equity Shares for an amount not more than ₹200,000 on a net basis in any of the bidding options in the Net Offer (including HUFs applying through their Karta and Eligible NRIs) . Retail Portion The portion of the Net Offer being not less than 35% of the Net Offer consisting of 98,04,375 Equity Shares which shall be available for allocation to Retail Individual Bidder(s) in accordance with t he SEBI ICDR Regulations subject to valid Bids being received at or above the Offer Price . Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Forms or any previous revision form(s) , as applicable . QIB Bidders and Non -Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity and of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees bidding in the Retail Portion and the Employee Reservation Portion , respectively can revise their Bids during the Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date . Self Certified Syndicate Banks or SCSBs The banks registered with SEBI, offering services, (i) in relation to ASBA where the Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int mId=34 or such other website as update d from time to time, (ii) in relation to RIBs using the UPI Mechanism, a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in tmId=40 or such other website as updated from time to time . Selling Shareholder The President of India, acting through the Ministry of Defence , Go I. Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement . Share Escrow Agreement The agreement dated [●] entered into among the Selling Shareholder, our Company and the Share Escrow Agent in connection with the transfer of the Equity Shares by the Selling Shareholder and credit of such Equity Shares to the demat account of the Allottee s. Specified Locations Bidding centers where the Syndicate shall accept ASBA Forms, a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction. do?doRecognisedFpi=y es&intmId=3 5 and updated from time to time. Sponsor Bank ICICI Bank Limited , being a banker to the Offer, 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. Stock Exchanges BSE Limited and National Stock Exchange of India Limited Sub -Syndicate Members The sub -Syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect ASBA Forms and Revision Forms . Syndicate Agreement The agreement dated [●], entered into betwee n, the BRLMs, the Syndicate Members, our Company, the Selling Shareholder and Registrar to the Offer in relation to the collection of Bid cum Application Forms by Syndicate Members . Syndicate Members Intermediaries registered with SEBI who are permitted to accept bids, applications and place orders with respect to the Offer and carry out activities as an underwriter, in this case , [●] . Syndicate/Members of the Syndicate The BRLMs and the Syndicate Mem bers . 9 Term Description Systemically Important Non - Banking Financial Companies An NBFC registered with the RBI and having a net -worth of more than ₹5,000 million as per the last audited financial statements . Underwriters [●] Underwriting Agreement The agreement dated [●] to be entered into among the Underwriters, our Company and the Selling Shareholder on or after the Pricing Date, but prior to the registration of the Prospectus with the RoC. UPI Unified payments interface which is an instant payment me chanism, developed by NPCI. UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 03, 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 and any subsequent circulars or notifications issued by SEBI in this regard. UPI ID ID created on the UPI for single - window mobile payment system developed by the NPCI. UPI Ma ndate Request The request initiated by the Sponsor Bank and received by an RII using the UPI Mechanism to authorise blocking of funds or modification or withdrawal of a Bid on the UPI mobile or other application equivalent to the Bid Amount and subsequent debit of funds in case of Allotment . UPI Mechanism The bidding mechanism that may be used by an RII to make a Bid in the Offer in accordance with UPI Circulars . UPI Pin Password to authenticate UPI transaction. Wilful Defaulter A company or a person categorised as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes any company whose director or promoter is categorised as s uch. Working Day “Working Day” means all days, other than second and fourth Saturday of a month, Sunday or a public holiday, on which commercial banks in Mumbai are open for business; provided however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, “Working Day” shall mean all days’ excluding all Saturdays, Sundays and public holiday s, on which commercial banks in Mumbai are open for business; and with reference to the time period between the Bid/Offer Closing Date and the list ing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and as modified by the UPI Circulars . YES Securities YES Securities (India) Limited . Technical/Industry Related Terms/Abbreviations Term Description ASC Anti -submarine warfare corvettes . AoN Acceptance of necessity . CAPF Central Armed Police Forces . DPP Defence procurement procedure . DPSU Defence public sector undertaking . DWT Dead weight tonnage . FPVs Fast patrol vehicles . GRT Gross register tonnage . IC Indigenous content . LCUs Landing craft utilities . MCMV Mine countermeasure vessel . MSRA Master ship repair agreement . NSRY Naval ship repair yard . OFB Ordnance Factories Board . OPVs Offshore patrol vessels . OSVs Offshore supply vessels . PCVs Pollution control vessels . 10 Term Description WJFAC Water jet fast attack crafts . Conventional and General Terms or Abbreviations Term Description ₹/Rs./ Rupees Indian Rupees . A/c Account . AGM Annual General Meeting . AIF Alternative Investment Funds registered pursuant to SEBI (Alternative Investment Funds) Regulations, 2012, as amended from time to time . Air Act Air (Prevention and Control of Pollution) Act, 1981, as amended. AS or Accounting Standards Accounting Standards as notified under Companies (Accounting Standards) Rules, 2006 . AY Assessment Year . BEL Bharat Electronics Limited . BSE BSE Limited . Category I FPIs FPIs who are registered with SEBI as “Category I foreign portfolio investors” under the SEBI FPI Regulations. Category II FPIs FPIs who are registered with SEBI as “Category II foreign portfolio investors” under the SEBI FPI Regulations. Category III FPIs FP Is registered as category III FPIs under the SEBI FPI Regulations . CDSL Central Depository Services (India) Limited . CIBIL Credit Information Bureau (India) Limited . CIN Corporate Identity Number . Companies Act Companies Act, 1956 and Companies Act, 2013 , as applicable . Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of the sections of the Companies Act, 2013) alongwith the relevant rules made thereunder. Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of sections of the Companies Act, 2013, alongwith the relevant rules made thereunder . Competition Act Competition Act, 2002, as amended . Consolidated FDI Policy The extant Consolidated Foreign Direct Investment Policy notified by D PIIT from time to time, in this case the Consolidated Foreign Direct Investment Policy notified by notification D/o IPP F. No. 5(1)/2017 -FC -1 dated August 28, 2017 effective from August 28, 2017 . DIN Directors Identification Number . DP ID Depository Particip ant’s Identi fication number . 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) EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation . EGM Extraordinary General Meeting . EPS Earnings per share . EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, as amended . ESI Act Employees State Insurance Corporation Act, 1948, as amended . FACR Fixed Asset Coverage Ratio . FDI Foreign Direct Investment . FEMA Foreign Exchange Management Act, 1999, together with rules and regulations framed there under . FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 . Fiscal or Financial Year or FY Period of 12 months ended March 31 of that particular year . Finance Act read with Service Tax Rules Finance Act, 1994 read with Service Tax Rules, 1994, as amended . FPIs A foreign portfolio investor as defined under the SEBI FPI Regulations . FVCI Foreign Venture Capital Investor registered under the SEBI FVCI Regulations . GDP Gross Domestic Product . 11 Term Description GoI or Government of India or Central Government The Government of India . GST Goods and Service s Tax . HAL Hindustan Aeronautics Limited . HNI High Net worth Individual . HUF Hindu Undivided Family . ICAI The Institute of Chartered Accountants of India . Ind AS Indian Accounting Stan dards prescribed under section 133 of the Companies Act, 2013 and Ind AS Rules . Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015 . IPO Initial Public Offering . IRDA Insurance Regulatory and Development Authority . IT Information Technology . IT Act/ Income Tax Act Income Tax Act, 1961, as amended . MbPT Mumbai Port Trust . MCA Ministry of Corporate Affairs . Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 . MoD Ministry of Defence , GoI . MSMED Act Micro, Small & Medium Enterprises Development Act, 2006, as amended . NAV Net Asset Value . No. Number . NPCI National Payments Corporation of India . NRE Account Non -Resident External Account . NRI A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000 . NRO Account Non -Resident Ordinary Account . NSDL National Securities Depository Limited . NSE National Stock Exchange of India Limited . p.a. Per annum . P/E Ratio Price/Earnings Ratio . PAN Permanent Account Number . PAT Profit After Tax . PBT Profit Before Tax . PCB Pollution Control Board . RBI Reserve Bank of India . RTGS Real Time Gross Settlement . SBAR State Bank Advanced Rate . SCRA Securities Contracts (Regulation) Act, 1956, as amended . SCRR Securities Contracts (Regulation) Rules, 1957, as amended . SEBI Securities and Exchange Board of India constituted under the SEBI Act . SEBI Act Securities and Exchange Board of India Act, 1992, as amended . SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012 , as amended . SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 , as amended . SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 , as amended . SEBI I CDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20 18, as amended. SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 , as amended . SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 , as amended . Securities Act U.S. Securities Act of 1933 . Sq. ft./ Sft/ sqft Square foot . Sq. mt. Square meter . 12 Term Description Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended . TAN Tax Deduction Account Number allotted under the Income Tax Act, 1961, as amended . TDS Tax Deducted at Source . Water and Air Rules Water (Prevention and Control of Pollution) Rules, 1994 and Air (Prevention and Control of Pollution) Rules, 1994, as amended . U.S. /US /U.S.A /United States The United States of America, together with its territories and possessions . US$ /USD United States Dollar, the official currency of the United States of America . VCFs Venture Capital Funds as defined and registered with SEBI under the SEBI VCF Regulations . Water Act Water (Prevention and Control of Pollution) Act, 1974, as amended . Words and expressions used but not defined herein shall have the same meaning as is assigned to such terms in the SEBI ICDR Regulations, the Companies Act, the SEBI Act, the SCRA, the Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, capitalised terms in “ Statement of Tax Benefits ”, “Financial Statements ”, “ Basis for Offer Price ”, “ Outstanding Litigation and Material Developments ”, “ Offer Procedure ” and “ Description of Equity Shares and Terms of t he Articles of Association ” on pages 86 , 181 , 83 , 303 , 334 and 347 respectively, shall have the meaning as ascribed to such terms in such sections. 13 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Certain Conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and all references to the “U.S.”, “U.S.A” or “United States” are to the United States of America. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are t o the page numbers of this Draft Red Herring Prospectus. Financial Data Unless stated otherwise or the context requires otherwise , the financial information in this Draft Red Herring Prospectus is derived from our Restated Financial Statements prepared in accordance with the Companies Act, Ind AS and restated in accordance with the SEBI ICDR Regulations. Our Company’s Financial Year commences on April 1 and ends on March 31 of the following year. Accordingly, all references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year. Unless the context otherwise requires, all references to a year in this Draft Red Herring Prospectus are to a calendar year and references to a Financial Year are to March 31 of that calendar year. Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject to rounding off adjustments. All decimals have been rounded off to two or one decimal places. 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 industr y sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Draft Red Herring Prospectus may be rounded off to such number of decimal points as provided in such respective sources. Our Restated Finan cial Statements have been prepared in accordance with Ind AS. The Restated Financial Statements have been prepared, based on financial statements (i) as at and for the Financial Year ended March 31, 2019, March 31, 2018 and March 31, 2017 prepared in accordance with Ind AS as prescribed under Section 133 of Companies Act read with the Ind AS Rules . The degree to which the financial information included in this Draft 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, the Ind AS and the SEBI ICDR Regulations. Unless the context otherwise indicates, any percentage amounts, as set forth in “ Risk Factors ”, “ Our Business ”,“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” on pages 20 , 122 and 270 respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of our Restated Fina ncial Statements prepared in accordance with Companies Act, Indian accounting policies and practices and restated in accordance with the SEBI ICDR Regulations. Currency and Units of Presentation All references to: “Rupees” or “ ₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and “USD” or “US$” are to United States Dollar, the official currency of the United States. Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “m illion” units. One million represents 1,000,000 and one billion represents 1,000,000,000. Exchange Rates This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. 14 The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and other currencies: (Amount in ₹, unless otherwise specified) Currency As on March 31, 2019 As on March 31, 2018 As on March 31, 2017 1 US$ 69.17 (1) 65.04 (2) 64.84 Source: www.fbil.org.in for March 31, 2019 and RBI Reference Rate for rest of the years 1. Exchange rate as on March 29, 2019 , as RBI Reference Rate is not available for March 31, 2019 and March 30, 201 9 being a Sunda y and Saturday respectively. 2. Exchange rate as on March 28, 2018, as RBI Reference Rate is not available for March 31, 2018, March 30, 2018 and March 29, 2018 being a holiday Industry and Market Data Industry and market data used in this Draft Red Herring Prospectus has been obtained or derived from pu blicly available information and from the report titled “ Indian commercial and warship building and ship repairing industry report ” published on March 2018 which includes the following disclaimer: “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 for 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 ex pert 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 limit ing the generality of the foregoing, nothing in the 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 activi ties in this regard. Mazagon Dock Shipbuilders Limited will be responsible for ensuring compliances and consequences of non -compliances for use of the Report or 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 Limited (CRIS), which may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Resea rch 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”. 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. Although we believe the industry and market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified by us or the BRLMs or any of their affiliates or advisors. The data used in these sources may have been re -classified by us for the purposes of presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “ Risk Factors ” on page 20 . The extent to which the market and industry data used in this Draft 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 the business of our Company is conducted, and methodologies and assumptions may vary widely among different industry sources. In accordance with the SEBI ICDR Regulations, the “ Basis for Offer Price ” on page 83 includes information relating to our peer group companies. Such information has been derived from publicly available sources, and neither we, nor the BRLMs have independently verified such in formation. 15 FORWARD -LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward looking statements”. These forward looking statements can generally be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions.

Similarly, statements that describe our objectives, strategies, plans or goals are als o forward looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause our actual results to differ materially from those contemplated by the relevant forward looking statement. Actual r esults may differ materially from those suggested by the forward -looking statements due to risks or uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which our Co mpany operates and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets i n India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries in which we operate. Important factors that could cause actual results to differ materially from our expectations include, among others: a. adverse change in laws, rules and regulations and legal uncertainties; b. decline or reprioritisation of funding in the Indian defence budget, that of customers including the MoD; c. changes in the policy framework governing defence procurement and manufacturing in India may result in our Company not receiving future order s; d. the outcome of legal and/or regulatory proceedings that our Company is or might become involved in; e. any significant risks and uncertainties that may not be covered by insurance; and f. our inability to retain key manage rial personnel. For a further discussion of factors that could cause our actual results to differ, refer to the chapters titled “ Risk Factors ”, “ Our Business ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operation ” on pages 20, 122 and 270 respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Although we believe that the assumptions on which such forward -looking statements are based are reasonable, we cannot assure the Bidders that the expecta tions reflected in these forward -looking statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward -looking statements and not to regard such statements as a guarantee of future perform ance. Forward -looking statements reflect the current views of our Company as on the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. These statements are based on the management’s beliefs and assumptions, which in turn are based on currently available information. Although, we believe the assumptions upon which these forward -looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward -looking statements based on these assumptions could be incorrect. Neither our Company, the Selling Shareholder, our Directors, the B RLMs nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI ICDR Regulations , our Company and the Selling Shareholder shall severally ensure that investors in India are informed of material developments from the date of th e Red Herring Prospectus in relation to the state ments and undertakings made by them in th e Red Herring Prospectus till Allotment. 16 SUMMARY OF OFFER DOCUMENT Summary of Business We are a defence public sector undertaking shipyard under the Department of Defence Production, MoD with a maximum shipbuilding and submarine capacity of 40,000 DWT ( Source: CRISIL Report ), engaged in the construction and repair of warships and submarines for the MoD for use by the Indian Navy and other vessels for commercial clients . The business divisions in which we operate are (i) shipbuilding and (ii) submarine and heavy engineering. Our Order Book, as on June 30, 2019, currently comprises of four P -15 B destroyers , four P -17A stealth frigates , repair and refit of a ship , five Scor pene class submarines and one medium refit and life certification of a submarine . Summary of Industry The global shipbuilding industry comprises construction and modification of ships, offshore vessels and rigs. The domestic shipbuilding industry primarily caters to two sub -segments: the Indian Navy and Indian Coast Guard. Currently, its fleet consists of aircraft carriers, amphibious transport dock, landing ship tanks, destroyers, frigates, nuclear -powered attack submarine, conventionally powered attack submarines, corvettes, mine countermeasure vessels (MCMVs), large offshore patrol vessels, fleet tankers and various auxiliary vessels and small patrol boats. In December 2015, the Cabinet approved the new shipbuilding policy, which aims to provide financial assistance to shipbuilders and grant infrastructure status for the industry. The government has set aside Rs 40 billion to implement the scheme over 10 years . Promoter Our Promoter is the President of India acting through the Ministry of Defence, GoI . Offer Size The Offer is a public offer of [●] Equity Shares of face value of ₹10 each for cash at a price of ₹[●] each, aggregating ₹[ ] million through an Offer for Sale by the Selling Shareholder . Objects of the Offer The objects of the Offer are to (i) to carry out the disinvestment of [●] Equity Shares by the Selling Shareholder constituting [●]% of our Company’s pre -Offer paid up Equity Share capital of our Company; and (ii) achieve the benefits of listing the Equity Shares on the Stock Exchanges. Our Company will not receive any proceeds from the Offer and all such proceeds will go to the Selling Shareholder. Pre-Offer shareholding of our Promoter S. No. Category of shareholder Number of Equity Shares ** % of total paid up Equity Share capital 1. Promoter* 224, 100 ,000 100 *Including Equity Shares held by the nominees of the Promoter **Equity Shares of face value ₹10 each Summary of Financial Information (in ₹ million, except earning per share (basic and diluted) and net asset value per Equity Share ) Particulars Financial year ended March 31, 2019 March 31, 2018 March 31, 2017 Share capital 2,241.00 2,241.00 2,490.00 Net worth 32,305.93 28,456.01 30,021.22 Revenue 52 ,425.35 50,451.42 43 ,211.26 Profit after tax 5,345.99 4,957.49 5,956.20 Earnings per share (Basic) 23.85 20.60 23.92 Earnings per share (Diluted) 23.85 20.60 23.92 17 Particulars Financial year ended March 31, 2019 March 31, 2018 March 31, 2017 Net asset value per Equity Share 144.16 126.9 8 120.57 Total b orrowings Nil Nil Nil For further details please refer to Restated Financial Statements included in “ Financial Information ” on page 181 . Qualifications of the Auditors The Restated Financial Statements do not contain any qualification that have not been given effect to by the Auditors. Our Statutory Auditors have provided certain matter of emphasis in their audit report on our Restated Financial Statements for the Financial Year 2017 to the Financial Year 2019 . For details, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operation Reservati ons, qualifications and adverse remarks ” on page 295 . Summary of Outstanding Litigation A summary of outstanding litigation proceedings involving our Company and our Directors as on the date of th is Draft Red Herring Prospectus is provided below: Type of Proceedings Number of Cases (Approximate) Total amount involved (in ₹ million) Cases against our Company Criminal Complaints 7 - Tax proceedings 83 14,561. 54 Civil proceedings 8 344.75 Actions by statutory and regulatory authorities 4 Not quantifiable Cases by our Company Criminal Complaints 4 25.90 Civil proceedings 2 854.36 Cases against our Directors Civil 2 Not quantifiable** **Although the above cases are not quantifiable, it may have an adverse impact on the financials of the Company in the event an adverse decision is taken For further details, see “ Outstanding Litigation and Material Developments ” on page 303 . Risk Factors Please refer to “ Risk Factors ” on page 20. Summary of Contingent Liabilities of our Company Contingent Liabilities As at March 31, 2019 (in ₹ million) Amounts for which Company may be contingently liable: Estimated amount of contracts remaining to be executed on capital account. 784.70 Estimated amount of liquidated damages on contracts under execution. 11,004.50 Position of non -fund based limits utilized for (a) Letters of credit 7,689.90 (b) Guarantees and counter guarantees 188.30 Indemnity Bonds issued by the Company to customers for various contracts. 507,663.30 Bonus to eligible employees as per Payment of Bonus Act for the year 2014 -15. 46.70 Claims against the Company pending under litigation not acknowledged as debts in respect of claims made by: 18 Contingent Liabilities As at March 31, 2019 (in ₹ million) (i) Suppliers and sub -contractors 49.80 (ii) Others 583.20 Interest on (i) and (ii) above 1,294.80 Amounts paid / payable by Company and reimbursable by Customers in the matters under dispute pending at various Assessment / Appellate Authorities relating to: Sales Tax * 11,515.00 Excise Duty a) On Vendors 19.00 b) On MDL 2.90 Appeals against disputed tax demands pending before Adjudicating / Appellate Authorities not provided for in matters relating to: Excise Duty 1.50 Service Tax** (including interest and penalties) 706.70 Appeals pending against disputed demands pending before Adjudicating / Appellate authorities Custom Duty 0.80 *Against the above claim, part payments of ₹67.56 million (In 2018: ₹61.40 million) have been made under protest. The Excise authorities have passed an order dated May 31, 2013 resulting in demand for ₹19.70 million inclusive of interest and penalty (In 2018: ₹19.24 million) in respect of BBLRP Pr oject Job Work carried out at Nhava Yard, for the removals during the period March 2007 -March 2008. Our Company has filed an appeal at CESTAT against the order of the Commissioner. The final hearing is in progress. ** Includes ₹292.80 million (In 2018: ₹2 92.80 million) towards Show Cause Notices issued by the Service Tax Department for the years from 2005 -06 to 2013 -14. For further details please refer to “ Financial Information - Restated Ind AS Consolidated Statement of Contingent Liabilities and Capital Commitments included in Annexure XXV ” on page 247. Summary of Related Party Transaction s The summary of the related party transactions of our Company as indicated in the Restated Financial Statements is as follows: (in ₹ million) Name of the transacting related party Fiscal 20 19 Fiscal 2018 Fiscal 2017 Compensation to Related Parties R.K Shrawat Chairman and Managing Director (upto December 31 , 2016) - - 11.40 P.R Raghunath Director (Shipbuilding) (upto February 27 , 2017) - - 6.33 Rakesh Anand – Chairman and Managing Director 5.90 5.69 5.24 T.V Thomas - Director (Corporate Planning and Personnel) 4.80 2.36 NA A.K Saxena - Director (Shipbuilding) 4.70 0.10 NA Rajiv Lath - Director (Submarine & Heavy Engineering) 5.40 5.49 5.11 Sanjiv Sharma - Director (Finance) and Chief Financial Officer 5.70 4.10 4.07 Goa Shipyard Limited – Associate Sales / (Purchase) to / from GSL (25.90) Nil Nil Rent from GSL 0.80 0.73 0.71 19 Name of the transacting related party Fiscal 20 19 Fiscal 2018 Fiscal 2017 Loans to & from KMP - - - Transactions entered with Govt. and Govt. Entities Indian Navy 46,428.87 44,849.96 35,613.61 For further details of the related party transactions during the last three Fiscal Years, see “Financial Statements – Restated Ind AS Consolidated Statement of Related Party Transactions included in Annexure XXIV ” on page 24 5. Financing Arrangements There have been no financing arrangements whereby our Promoter, our Directors and th eir relatives have financed the purchase by any other person of securities of our Company during a period of six months im mediately preceding the date of this Draft Red Herring Prospectus. Weighted average price at which the Equity Shares were acquired by our Promoter in the one year pr eceding the date of this Draft Red Herring Prospectus Our Promoter has not acquired any Equity Shares in the one year preceding the date of this Draft Red Herring Prospectus. Average cost of acquisition The average cost of acquisition of Equity Shares by our Promoter is ₹(2.42) per Equity Share ( after considering the impact of the adjustments to cost of buyback of 24,900,000 Equity Shares of ₹10 each at a price of ₹101.80 per Equity Share ). Details of pre -Offer Placement Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Draft Red Herring Prospectus till the listing of the Equity Shares. Issue of Equity Shares for consideration other than cash in the last one year Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this Draft Red Herring Prospectus. Split/ Consolidation of Equity Shares in the last one year Our Company has not undertaken any split or consolidation of the Equity Shares in the one year preceding the date of this Draft Red Herring Prospectus. 20 SECTION II: RISK FACTORS RISK FACTORS An investment in equity shares involves a high degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing all or a part of their investment. You should carefully consider all the information dis closed in this Draft Red Herring Prospectus, as well as the risks and uncertainties involved including those described below, before making an investment decision in our Equity Shares. If any one, or a combination of the following risks actually occur, our business, prospects, financial condition and results of operations could suffer and the trading price of our Equity Shares could decline and you may lose all or part of your investment. The risks described below are not the only ones relevant to us or our Equity Shares or the industry and regions in which we operate. Additional risks and uncertainties, not presently known to us or not currently perceived as risks or that we currently deem immaterial may arise or may become material in the future and may also impair our business, results of operations and financial condition. Investors are advised to read the risk factors described below carefully before making any investment decisions in this Offer. To obtain a more detailed understanding of our Company, prospective investors should read this section in conjunction with sections “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 122 and 270 , respectively, as well as the other financial and statistical inf ormation contained in this Draft Red Herring Prospectus before making an investment decision. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Offer. You should consult your tax, financial and legal advisors about the particular consequences to you of an investment in this Offer. This Draft Red Herring Prospectus also contains forward -looking statements that involve risks, estimates, and uncertainties. Our actual results could di ffer materially from those anticipated in these forward -looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. For further details, s ee “Forward -Looking Statements” on page 15 . Unless specified or quantified in the relevant risks factors below, we are not in a position to quantify the financial or other implication of any of the risks described in this section. Unless otherwise stated, the financial information of our Company used in this section has been derived from our Restated Financial Statements. Due to various national security concerns, certain material information in relation to our business, operations and prospects has been classified as ‘confidential’ by the Ministry of Defence, GoI and by us , for which we have filed the SEBI Exemption Application . As a result we have not (i) disclosed such information in this Draft Red Herring Prospectus; or, (ii) provided such information to the BRLMs, the legal counsels and / or other intermediaries involved in this Offer. We therefore cannot assure you that thi s Draft Red Herring Prospectus contains all material information as necessary for investors to make an informed investment decision. INTERNAL RISK FACTORS Risk relating to Our Business and Our Industry 1. We predominantly depend on the MoD for defence orde rs and have mostly been awarded such orders on a nomination basis by the MoD for use by the Indian Navy. There is no assurance that future defence orders will be awarded to us by the MoD. Further, recent changes in the policy framework governing defence procurement and manu facturing in India may result in our Company no longer being given such orders which may have an adverse effect on our business growth, financial condition and results of operations . As of June 30 , 2019 , our Order Book from the MoD was ₹542,827 million which constitu tes 100% of our Order Book . A significant portion of our Order Book has been awarded to us by the MoD on a nomination basis, which means that such orders have been awarded to us pursuant to floating of tenders by the MoD only to our Company except for a recent order which has been awarded to us on a competitive basis . Our Order Book currently comprises of building and construction of four ‘P -15B’ destroyers, four ‘P -17A’ stealth frigates , repair and refit of a ship, five Scorpene class submarines and undertaking the medium refit and life certification of a submarine for the Indian Navy. There is no assurance that we will be selected by the MoD for future defence orders by the MoD on a nomination basis . 21 The MoD has promulgated the Defence Procurement Procedure, 2016 (“ DPP 2016 ”). The DPP 2016 provides for a framework for encouragement of the ‘ Make in India ’ program across all sectors of defence manufacturing and rationalizing defence procurement procedures that are in place in India . Though the MoD has given the highest priority to Indigenous Designed Developed and Manufactured (“IDDM ”) products for capital procurement, in order to encourage the “ Make in India ” program, there can be no assurance that we will continue to be selected as the Indian production agency for such contracts. In May 2017, the GoI, in order to encourage indigenisation of defence procurement, introduced a strategic partnership model under DPP 2016 (the “ DPP Strategic Partnership Model ”) under which the GoI seeks to identify a few Indian private companies as ‘strategic partners’ who would enter into collaboration arrangements with a few shortlisted foreign original equipment manufacturers (“ OEMs ”) to initially manufacture fighter aircrafts, helicopters, submarines and armoured fighting vehicles / main battle tanks. In addition, the MoD has imposed changes that increase competition with international competitors. In this regard, the Departmen t of Industrial Policy and Promotion (“ DIPP ”), Ministry of Commerce and Industry, GoI under the Consolidated FDI Policy has permitted foreign investment under the automatic route of up to 49% in the defence manufacturing sector and up to 100% with prior ap proval, if it is probable to result in access to modern technology in India. The MoD has released the draft Defence Production Policy 2018 (“Draft DPP 2018 ”). The Draft DPP 2018 aims to create a robust and competitive defence industry as part of “Make in I ndia” initiative. The Draft DPP 2018 also seeks to achieve self reliance in development and manufacture of platforms such as warships and liberalise FDI in the defence sector , with up to 74% under automatic route in niche technology areas . These policies of the GoI have increased competition and we cannot assure you that we will be as competitive as we have been in the past and we will continue to be successfully awarded contracts by the GoI. In particular, the DPP Strategic Partnership Model may create the formation of entities that may pose a significant competition for our Company, particularly in the submarine division. While we would expect to continue to compete for such contracts, there is no guarantee that we will be successful, which may affect our ability to grow and/or maintain our sales, earnings and cash flow. Under the DPP Strategic Partnership Model, the MoD has issued a request for expression of interest to shortlist Indian strategic partners for the construction of six conventional submari ne under Project -75 -Ind ia (P -75 -I). Although we are in the process of submitting our express ion of interest for the P -75-I, there is no assurance that we will be able to be selected for the project by the MoD . With the liberalisation of the policy framewo rk governing the defence sector in India, permitting both Indian and foreign companies to participate in defence procurement and manufacturing contracts, we may be required to participate in open competitive bidding processes. The competitive bidding proce ss may require us to resort to price cuts to be able to win the contracts, which may not be awarded to us or may be split among competitors. Following an award, we may encounter significant expenses, delays, contract modifications, or even loss of such con tract if our competitors protest or challenge contracts that are awarded to us for reasons which are beyond our control. Moreover, new entrants may have extensive knowledge, competitive labour costs and other advantages and may successfully compete with ou r Company. They may also tie up with international competitors who may in turn utilize their overseas experience to compete in the Indian market. With these chang es in the policy framework in the defence sector , there is a gradual shift towards competitive bidding. We had recently been awarded an order for refit and repair of a ship on competitive basis by the MoD. Although we were successful ly awarded this order, there is no guarantee that we will be able to effectively compete for defence order s in the future . This may have an adverse effect on our business prospects and financial conditions. To remain competitive, we must consistently provide superior performance, advanced technology solutions, and service at an affordable cost and with the a gility that our customers require to satisfy their requirements. Our inability to successfully do so could have a material adverse effect on our business, prospects, financial condition and / or operating results. 2. Imposition of liquidated damages and invo cation of performance bank guarantees / indemnity bonds by our customers could impact our results of operations and we may face potential liabilities from lawsuits and claims by customers in the future. All of our contracts with our customer provide for liquidated damages for delays in delivery. In the past, we have been required to re – negotiate some of the terms such as price, date of delivery and scope of work of our shipbuilding contracts due to a de lay in delivering the vessel owing to a combination of internal as well 22 as external factors beyond our control. We were also required to pay liquidated damages for such delays. In addition, we may be required to pass on liquidated damages collected from ve ndors. For the Financial Years 2019, 2018 and 2017, the liquidated damages collected from vendors and payable to customer were ₹408.99 million, ₹169.01 million , and ₹888.60 million respectively. Our Company is also required to provide performance bank guarantees or indemnity bonds against which payments and mobilization advances are released by our customers upon our execution of the contracts.

These performance bank guarantees and indemnity bonds require us to incur liabilities for and on behalf of our customers against all losses and damages incurred by them due to any breach of the terms and conditions of such contracts by us or due to the acts and omissions of our vendors, suppliers, collaborat ors and sub - contractors. We have in the past been required to incur such liabilities for our customers . For example, our Company had entered into a contract with the Dredging Corporation of India (“DCI”) for the design, build, launch, equip, complete and delivery of certain dredgers pursuant to which we had provided a performance bank guarantee to DCI. DCI subsequently invoked the performance bank guarantee on account of non - performance of the terms and conditions of the contract. In case of our shipbuil ding contracts, we are required to provide an indemnity bond and are required to pay liquidated damages (ranging from 1% per month or part thereof for the delay in delivery of the vessel subject to a maximum of 5% of the cost of the vessel). In case of shi p refit contract, we are required to provide an indemnity bond equal to 100% of the advance payment and a performance bond equal to 10% of the contract value and are required to pay liquidated damages equivalent to a sum of 0.5% of the unfinished / undeliv ered / unfulfilled part of the contract for each week of delay solely attributable to us beyond the duration of the contract subject to a maximum of 10% of the contract price excluding growth of work and taxes. We are also required to pay consequential dam ages (such as additional costs incurred by the Government of India towards the salaries of the crew of the ship) in the event there is delay which is unacceptable beyond the period for which maximum liquidated damages can be levied and in the event the del ay attributable to us lead s to unacceptable delays in refit completion, consequential damages will be imposed over and above the liquidated damages. In case of our submarine building contracts, we are required to provide an indemnity bond and are required to pay liquidated damages (ranging from 0.5% per month or part thereof for the delay in delivery of the vessel subject to a maximum of 5% of the contract price of the respective submarine (except for the first submarine for which the maximum liquidated dam ages is 2.5% of the contract price of the submarine)). In case of our submarine refit contract, we are required to provide an indemnity bond equal to 10% of the contract value and are required to pay liquidated damages equivalent to a sum of 0.5% of the un finished / undelivered / unfulfilled part of the contract for each week of delay solely attributable to us beyond the duration of the contract subject to a maximum of 10% of the contract price excluding taxes, duties and government levies (subject to a grace period of 3 months). We are also required to pay consequential damage s (such as additional costs incurred by the Government of India towards the salaries of the crew of the submarine) in the event there is delay beyond the period for which maximum liquidated damages can be levied. As at Financial Y ears ended 2019, 2018 and 2017, provision for liquidated damages outstanding were ₹10,782.52 million, ₹10,423.62 million and ₹10,241. 48 million respectively on contracts under execution. We cannot assure you that future contracts (entered / to be entered into by us) can be completed profitably.

Any time and/ or cost overruns on our contracts could have a material adverse effect on our business, financial condition and results of operations . The incurring of liabilities pursuant to the imposition of liquidated damages as well as invocation of performance bank guarantees and indemnity bonds for multiple or large programs could have an adverse effect on our business, operations, revenues and earnings. 3. Any decline, delay or reprioritisation of funding under the Indian defence budget or that of customers including the MoD for use by the Indian Navy could adversely affect our ability to grow or maintain our sales, earnings, and cash flow. We e xpect to derive most of our revenues from work performed under the MoD contracts. A substantial portion of our business is awarded through nomination of contracts by the MoD. Our total sales were derived from sales to the MoD for the Financial Years 2019, 2018 and 2017. These contracts depend upon the continuing availability of funds being extended to the MoD, which in turn allocates such funds to the Indian Navy, our largest customer. The future revenues of our Company under existing multi -year contracts a re reliant on the continuing availability of budgetary appropriations by the MoD and release of such funds by the MoD or the Indian Navy to us in a timely manner and any disruptions to the availability of such appropriations or release of such funds could adversely affect our revenues , results of operations or financial conditions . As at March 31, 2019 , the amount of dues owed to us by Indian Navy/MoD was ₹ 14,713. 15 23 million. Typically, the funds are allocated to the MoD on a fiscal -year basis, even though c ontract performance may extend over many years. Changes in appropriations by the MoD in subsequent years may impact the funding available for these defence programs. Delays or cuts in funding can impact the timing of available funds or lead to changes in d efence program content. Any reduction or unavailability of the funds available to the Indian Navy could have a material adverse impact on the funding of our contracts. Further, continued economic challenges may place pressure on GoI budgets and allocatio n of spending for defence procurement and manufacturing. While we lay emphasis on aligning our defence manufacturing programs with India’s national security requirements, any shifts in actual domestic spending and tax policy, changes in security levels, de fence, intelligence priorities, general economic conditions and other factors may affect a decision to fund, or the amount of funding available to, existing or proposed defence programs. 4. As a result of national securities concerns , certain information in relation to our business and operations is classified as ‘secret and confidential’ for which we have filed the SEBI Exemption Application pursuant to which we have not disclosed such information in this Draft Red Herring Prospectus nor provided such information to the BRLMs , other intermediaries and advisors involved in the Offer. Consequently, this Draft Red Herring Prospectus may not contain complete information about us, our products, business, operations, customers, etc. Our C ompany operates in the defence manufacturing sector and is primarily engaged in the construction of warships and submarines. Our total sales were derived from sales to the MoD for the Financial Years 2019, 2018 and 2017 . As our operations are closely linked to the Indian defence sector, a large part of the business and operations of our Company are classified as secret and confidential by us in accordance with the guidelines and directions of the MoD. Further, our offices are classified as a defence in stallation and prohibited place in accordance with the requirements of Section 2 of the Official Secrets Act, 1923. As a result of national security related concerns, the MoD and we have determined that certain material documents and information such as b oard minutes and committee minutes, agreements which we executed with our suppliers, customers, vendors, sub -contractors and technical collaborators, information in relation to our business strategy, research and development plans, demand and supply foreca sts, existing capacity, past trends and future prospects, planned capital expenditure, and qualitative and quantitative information in relation thereto, have all been classified as secret and confidential. However, in terms of Schedule VI Part A(10)(B)(1)( b), (10)(B)(1)(c), (10)(B)(3), (10)(D)(b)(i), (10)(D)(b)(ii), (10)(D)(b)(iii), (10)(D)(b)(iv) , (10) (E)(d), and (10)(E) (e) of SEBI ICDR Regulations ,following disclosures are required to be made in th is Draft Red Herring Prospectus: (i) details of plant, machinery, technology, process; (ii) de scription of subsisting collaborations , any performance guarantee or assistance in marketing by the collaborators , infrastructure facilities for raw materials and utilities like water, electricity, etc ; (iii) a table giving the existing installed capacities for each product, capacity utilisation for such products in the previous three years ; (iv) significant financial or strategic partnerships ; (v) time/cost overrun in setting up projects; (vi) details of capacity / facility creation , location of plants ; (vii) launch of key products or services, entry in new geographies or exit from existing markets ; and (viii) key terms of material contracts including with strategic partners, joint venture partners and/or financial p artners, entered into, other than in the ordinary course of business of our Company . We have pursuant to the SEBI Exemption Application sought exemption from SEBI from complying with the aforesaid disclosure requirements to the extent such information has been classified as confidential by MoD and us. Due to the foregoing, such documents and information have not been disclosed in this Draft Red Herring Prospectus, and in certain cases the disclosure contained in this Draft Red Herring Prospectus is not disc losed or is as detailed as that found in other public offering documents to the extent that such documents and information are classified as secret and confidential by the MoD and our Company. Further, pursuant to the SEBI Exemption Application, our Company has sought for exemption from SEBI from making such confidential documents/information available for public inspection to the extent that such documents and information are classified as secret and confidential by the MoD and our Company under the requirements of Schedule VI, Part A ( 18 )(1), (18)(2) of SEBI ICDR Regulations and accordingly we will not be disclosing these in the list of documents available for inspection in th is Draft Red Herring Prospectus. As a result, such documents and informatio n may not be available for public inspection. Due to the confidential nature of such documents and information, we have been restricted from disclosing such information to the BRLMs, other intermediaries and advisors involved in the Offer. As a result, t he BRLMs, other intermediaries and advisors involved in the Offer have had limited access to such documents and information and accordingly have not been able to access such documents and information or independently verify certain disclosures made herein. In such instances the BRLMs, other intermediaries and advisors have relied solely on the information and confirmations given to them by our management.

Further, the BRLMs, other intermediaries and advisors cannot assure you that all information (other tha n the 24 confidential information stated above) that are material in the context of this Offer have been disclosed to the BRLMs and the advisors and have relied on the confirmation given by our management with respect to such information. As a result of the restrictions imposed on the BLRM’s, other intermediaries’ and advisors’ access to material information, and the limitations on the disclosure of such information in this Draft Red Herring Prospectus, Our Company has pursuant to the SEBI Exemption Applicati on sought from SEBI, relaxation from strict compliance with the format of due diligence certificates to be issued by the BRLMs in relation to the Offer under clause 1 , 2(a), 2(c ) and 11(b) of Form A (due diligence certificate alongwith Draft Red Herring Prospectus ), clause 1 of Form C (due diligence certificate at the time of registering th e Red Herring Prospectus/ Prospectus with RoC) , Form D (due dili gence certificate in the event of disclosure of material events after the filing of Red Herring Prospectus/ Prospectus with RoC ) of Schedule V of the SEBI ICDR Regulations. We cannot assure you that this Draft Red Herring Prospectus contains all such material information necessary for investors to make an informed investment decision and cannot assur e you that there is no omission of any material fact necessary in order to make the statements made herein, in the context in which they are made, not misleading. 5. Our Statutory Auditors have provided certain matter of emphasis in their audit report on our financial statements in recent financial years. Our Statutory Auditors have provided certain matter of emphasis in their audit report on our Restated Financial Statements for the Financial Year 201 7 to the Financial Year 201 9, as given below: Sr.

No. Financial Year Auditor’s comments 1. Fiscal 2019 Registration formalities are pending in respect of certain properties Balance of advance to vendors and balance outstanding in trade payables are subject to confirmation In respect to the balances due from / to Indian Navy which are in the process of reconciliation 2. Fiscal 2018 In respect of certain leasehold properties, initial premium paid has been treated as prepaid rent and charged on the basis of available information pending execution of lease agreement Registration formalities are pending in respect of certain properties. In respect to the balances due from / to Indian Navy which are in the process of reconciliation Balance of advance to vendors and balance outstanding in trade payables are subject to confirmation. The financials of Joint Venture Company “Mazagon Dock Pipavav Defence Private Limited ” in which the Company holds 50% of the equity has not been consolidated by the management in the restated consolidated financial statement. Stating the reason for non -provisioning of the liquidated damages related to the project 3. Fiscal 2017 In respect of certain leasehold properties, initial premium paid has been treated as prepaid rent and charged on the basis of available information pending execution of lease agreement Registration formalities are pending in respect of certain properties In respect to the balances due from / to Indian Navy which are in the process of reconciliation. Balance of advance to V endors and balance outstanding in trade payables are subject to confirmation. The financials of Joint Venture Company “Mazagon Dock Pipavav Defence Private Limited ” in which the Company holds 50% of the equity has not been consolidated by the management in the restated consolidated financial statement. For further details, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operation Reservations, qualifications and adverse remarks ” on page 295 . 25 Though we believe that we have been able to address some of these issues, if such matters of emphasis are highlighted or such qualifications are contained in future audit reports, the price o f our Equity Shares may be adversely impacted. 6. Our Company or its technical collaborators may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions. U.S. law generally prohibits or restricts U.S. persons from directly or indirectly investing or otherwise doing business in or with certain countries or territories and with certain persons or businesses that have been specially designated by the OFAC or o ther U.S. government agencies. Other governments and international or regional organizations also administer similar economic sanctions. We have entered into a number of non -disclosure agreements, memorandums of understanding and projects for technical c ollaboration, transfer of technology and co -development of certain products with entities engaged in the similar sector of business in other jurisdictions. Our Company carries on its operations with technical collaborators, located in, countries, such as R ussia, to which certain OFAC -administered and other sanctions continue to apply. For example, in relation to the P -15B destroyers, we are acquiring certain equipments from Russia where sanctions are being imposed. Although we believe we have compliance sys tems in place that are sufficient to block prohibited transactions, and our Company has not been notified that any penalties or other measures will be imposed on it, in relation to its technical collaborator located in Russia, there can be no assurance tha t our Company will be able to fully monitor all of its transactions for any such potential violation. Our Company also has limited exposure to Russia and other foreign jurisdictions. Our Company can provide no assurances that its future business will be f ree of risk under sanctions implemented against these jurisdictions or that it will conform its business to the expectations and requirements of authorities of any government that does not have jurisdiction over the business but nevertheless asserts the ri ght to impose sanctions on an extraterritorial basis. Further, investors in the Equity Shares could incur reputational or other risks as a result of our Company’s and our Company’s technical collaborators and suppliers dealing in or with countries or with persons that are the subject of U.S. or other applicable economic or similar sanctions. In addition, because many sanctions programs are evolving, new requirements or restrictions could come into effect which might increase regulatory scrutiny of our Compa ny’s business or result in one or more of its business activities being deemed to have violated sanctions, or being sanctionable 7. Our revenues from the MoD contracts including the submarine refit contracts are subject to the satisfaction of certain milesto nes and are subject to termination. Our inability to fund such contracts at the time of inception or any termination of any of our contracts with the MoD could have a material adverse effect on our financial condition and results of operations. Under the MoD contracts including the submarine refit contracts , realisation of revenue by our Company is contingent upon many factors including without limitation, execution of the contract and achievement of certain milestones in the projects awarded to us. There are two primary risks associated with this process. First, the realisation of revenue by our Company may be delayed or disrupted due to a number of national or international factors or due to unforeseen events. Second, future revenues under existing multi -year contracts are reliant on the continuing availability of budgetary appropriations and any disruptions to the availability of such appropriations could adversely affect our revenues. Typically, the funds are allocated to the MoD on a fiscal -year basis , even though contract performance may extend over many years. Changes in appropriations in subsequent years may impact the funding available for these programs. Delays or cuts in funding can impact the timing of available funds or lead to changes in progr am content. In addition, the MoD contracts permit the MoD to terminate a contract, in whole or in part, for any delay of 12 months or more after the scheduled delivery date of the product, if such delay not being attributable to force majeure. If a contr act is terminated for delay or default, the MoD in most cases has the right to effect recovery of monies from us. The loss of anticipated funding or the termination of multiple or large programs could have an adverse effect on our future revenues and earni ngs. 8. Any delays in procurement, nomination or any other decision – making by our customers and collaborators may result in time and cost overruns in completion of our shipbuilding and submarine projects, which may have an adverse effect on our business, f inancial condition and results of operations. 26 We are required to install weapons and sensors, integrate systems and certain engineering equipment on our warships as part of the terms and conditions of our contracts for successful closure of our projects. In accordance with the terms and conditions of most of our contracts entered into with our customers:  We procure such weapons, sensors and other engineering equipment for which Indian Navy provides a nominated list of vendors and we are bound to procure the items from these nominated vendors only; or  We install and equip the warships with weapons, sensors and other engineering equipment which are supplied free of cost by Indian Navy. For the construction of ‘Scorpene’ submarines, we have entered into a collaboration and technology transfer arrangement with the Naval Group pursuant to which the Naval Group provides the technical specifications and the list of equipment and items to be procured by us. However, there have been instances of delay in finalization of the technical specifications and subsequent modifications were made to the same equipment and items to be procured by us. Delays in completion of procurement or non -availability of speci fied components in a timely manner may affect the overall timelines for completion of the project. Our warship building and submarine projects generally have long gestation periods due to technological and process complexities and are typically subject to delays due to stringent defence procurement proce dures and delays in nominating, procuring and / or finalizing the specifications of the vessel and the weapons, sensors and other equipment by our customers and collaborators. Due to such long gestation periods, our project related costs and revenue estima tes may vary to a large extent from the actual costs incurred and the actual revenues generated from such projects. Any adverse variance in the actual cost incurred and the revenues generated in comparison to the cost and revenue estimates may reduce our p rofitability which in turn may adversely affect our business, financial condition and the results of operations. Additionally, in certain instances our customers and collaborators nominate certain defence equipment which can only be procured from a limite d list of vendors and suppliers, which may in turn result in limited or non – availability of the equipment or premium pricing due to monopolistic pricing / demand – supply disparity. Such delays in compliance with our delivery schedules, which cannot be a nticipated at the time of bidding for items / equipment for various projects, have in the past resulted in and may in the future result in time and cost overruns. If the costs incurred by us due to such instances are not reimbursed on completion of such pr ojects it may affect our profitability and margins. 9. Our future growth and expansion is limited by the location at which we operate . Our capacity for outfitting warships and submarines is limited by our location at which we operate being surrounded by MbPT on one side, Indian Railways towards the west side and the Arabian sea towards the east side and hence it may be difficult for us to expand our operations. We may not be able to undertake any further expansion activities on our premises due to a lack of additional space. Since we can execute only for a limited number of projects, we may lose business opportunities and our business, results of operations, financial condition and prospects may be adversely affected. 10. We may be subject to penalties in the event we are unable to justify the alleged non -compliance with respect to the Mazdock Modernisation project. Further, unforeseen environmental costs could affect our future earnings as well as the affordability of our products and services. Environmental laws and regulations in India impose increasingly stringent environmental protection standards on us regarding, among other things, smoke or gas emissions, noise pollution, waste water discharges, the use and handling of hazardous waste or ma terials, waste disposal practices and the remediation of environmental contamination. These standards expose us to the risk of substantial environmental costs and liabilities, including liabilities associated with past activities. Our industrial activities are subject to obtaining permits, licences and/or authorisations, or subject to prior notification. Our facilities must comply with these permits, licences or authorisations and are subject to regular administrative inspections. We invest significant amo unts to reduce the risks of impacting the environment and regularly incur capital expenditures in connection with environmental compliance requirements. For example, we recently undertook and completed the “Mazdock Modernization Project” which comprised of a new wet basin, goliath cranes, module workshop, cradle assembly shop, store building and associated ancillary structures enabling integrated modular construction which would substantially reduce the build period. The MoEF issued a show 27 cause notice on A pril 18, 2016 to our Company for non -compliance with the Environment Protection Act, 1986 for commencing the project of “extension of goliath crane south rail track by 50 metres”, as part of the Mazdock Modernisation project, without obtaining the prior pe rmission of MoEF. For further details, see “ Outstanding Litigation and Material Developments Actions by Statutory and Regulatory Authorities and inquiries by SEBI ” on page 304 . In the event it is proved that we are non - compliant, we may be subject to penalties and other sanctions by the MoEF which could adversely affect our business. We cannot assure you that such instances will not happen in the future. The outcome of environme ntal, health and safety matters cannot be predicted with certainty and there can be no assurance that we will not incur any environmental, health and safety liabilities in the future. In addition, the discovery of new facts or conditions or future change s in environmental laws, regulations or case law may result in increased liabilities that could have a material effect on our business, financial condition and results of operations. 11. Our future growth and expansion is limited by our current infrastructure. We currently operate out of one location in Mumbai, Maharashtra which limits our future expansion programme. We have recently entered into an agreement dated June 06, 2019 with the Government of Maharashtra where by 27 acres of land at Nhava, Navi Mumbai has been allotted to us for the proposed develop ment of greenfield shipyard and the remaining 10 acres of land has been occupied by easement , for which we have already received certain approvals for capital expenditure and are in the process of obtaining other approvals . In the event we do not receive the remaining approvals, we may have to discontinue our plans to develop this greenfield shipyard. Further,we are curre ntly unable to optimally utilise our submarine section assembly workshop due to non – availability of submarine launch facilities which is expected to be available by March, 20 21. Any further delay in the availability of our submarine launch facilities or in the optimal utilisation of our submarine section assembly workshop may limit our production capacity for submarines which in turn may have an adverse impact on our business, fi nancial condition and results of operations. 12. Our earnings and margins may vary based on the mix of our contracts and programs, our performance, and our ability to control costs. We may incur losses as a result of cost overruns, time overruns, lack of clar ity in standards and specifications and stringent defence procurement procedures which may have an adverse effect on our business, financial condition and results of operations . Our earnings and margins may vary materially depending on the types of long term MoD contracts undertaken, the nature of the products produced or services performed under those contracts, the costs incurred in performing the work, the achievement of other performance objectives, and the stage of performance at which the right to re ceive fees is finally determined. Changes in procurement policy favouring new, accelerated or different award fee criteria may affect the predictability of our profit rates. Our shipbuilding contracts are fixed price contracts with a variable component for some equipments and our submarine contracts are fixed price contracts . The costs to be incurred by us in relation to any proposed project are forecasted by us at the time of submission of bids as and at the time of entering into such contracts which w e typically arrive at on the basis of the final determined price of the most recently executed contracts that are similar in nature, after accounting for inflation costs. In the past, we have witnessed time and/ or cost overruns in the case of some of our contracts and we may also continue to witness the same in the future. For Fiscals 2017 , 2018 and 2019 respectively, our cost of materials consumed constituted , 61.27%, 61. 26% and 57. 29%, of our total expenses, respectively.The actual time and / or costs incurred on a contract may vary from our estimates due to factors such as:  Unanticipated variations in labour and equipment productivity over the term of a contract;  Unanticipated increases in, subcontracting and overhead costs;  Delivery delays; and  Equipment failures. Depending on the size of the project, variations from estimated contract performance could significantly reduce our earnings, and could result in losses, during any quarter of a fiscal or entire fiscal. This may also have an impact on our reputation, which could have a material adverse effect on our business, financial condition and results of operations. 28 Fixed -price contract prices are established largely upon estimates and assumptions relating to project scope and specifications, per sonnel and material needs. These estimates and assumptions may be inaccurate or conditions may change due to factors out of our control, resulting in cost overruns, which we may be required to absorb and that could have a material adverse effect on our bus iness, financial condition and results of our operations. In addition, our profits from these contracts could decrease and we could experience losses if we incur difficulties in performing the contracts or are unable to secure fixed -pricing commitments fro m our suppliers and subcontractors at the time we enter into fixed -price contracts with our customers. Further, the prices of equipment and material generally vary and can increase or fluctuate rapidly and significantly due to a number of factors which are beyond our control. In addition, any decrease in the availability of raw materials which we require, including steel and other metals, or increase in the price at which the equipment and materials are available to us, may significantly and adversely affec t our business, financial condition and results of our operations if we are unable to proportionately increase the sale price of our products. 13. There are outstanding legal and tax proceedings involving the Company and Directors . Any adverse decision in such proceedings may expose us to liabilities or penalties and may adversely affect our business, financial condition, results of operations and cash flows. As of the date of this Draft Red Herring Prospectus, we are involved in certain civil , criminal and tax (direct and indirect) proceedings, which are pending at different levels of adjudication before various courts, tribunals, forums and appellate authorities. We cannot assure you that these legal proceedings will be decided in our favour. Decisions in proceedings adverse to our interest may have a significant adverse effect on our business, financial condition, results of operations and cash flows. In relation to tax proceedings, in the event of any adverse outcome, we may be required to pay the disput ed amounts along with applicable interest and penalty and may also incur additional tax incidence going forward. A summary of pending tax proceedings and other material litigation involving our Company and our Directors is provided below: I. Litigation against our Company (in ₹ million) S.No. Nature of Litigation Number of cases Approximate amount involved (to the extent quantifiable) 1. Criminal Complaints 7 - 2. Tax proceedings 83 14, 561.54 3. Civil proceedings 8 344.75 4. Actions by statutory and regulatory authorities 4 Not quantifiable II. Litigation by our Company (in ₹ million) S.No. Nature of Litigation Number of cases Approximate amount involved (to the extent quantifiable) 1. Criminal Complaints 4 25.9 0 3. Civil proceedings 2 854 .36 III. Litigation against our Directors (in ₹ million) S.No. Nature of Litigation Number of cases Approximate amount involved (to the extent quantifiable) 1. Civil proceedings 2 Not quantifiable ** **Although the above cases are not quantifiable, it may have an adverse impact on the financials of the Company in the event an adverse decision is taken. The amounts claimed in these proceedings have been disclosed to the extent ascertainable. If any new developments arise, including a ch ange in Indian law or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase our expenses and current or long -term liabilities. For further details, see “ Outstanding Litigation an d Material Developments ” on page 303 . 14. Any failure to comply with the provisions of t he MoD contracts could have an adverse effect on our business operations, financial conditions and results of our operations . 29 The MoD contracts contain provisions and are subject to laws and regulations that give the MoD certain rights and remedies including without limitation the following:  terminate existing contracts for default, delays or force majeure conditions;  demand e ncashment of warranty indemnity bonds;  levy liquidated damages for delays and penalties;  red uce orders under, or otherwise modify, contracts or subcontracts;  claim intellectual property rights in products and systems produced by us; and  control or pro hibit the export of our products and services. In the event that the MoD enforces any of the above provisions, it could have an adverse effect on our business operations, financial conditions and results of our operations. 15. Our entire business operations are based out of a single yard at Mumbai. The loss of, destruction, or shutdown of, our operations at our shipyard in Mumbai will have a material adverse effect on our business, financial condition and results of operations. Our shipbuilding and submarine and heavy engineering divisions are based out of single premises in our yard in Mumbai. Accordingly, we rely exclusively on our facilities at our shipyard in Mumbai to earn revenues, pay our operating expenses and service our debt. Any significant interru ption to, or loss, destruction or shutdown of, operations at our yard in Mumbai would adversely affect our business. Our shipbuilding and submarine and heavy engineering divisions may be subject to unexpected interruptions, including from natural and man -made disasters. Our facilities and operations could be adversely affected by, among other factors, breakdown or failure of equipment, difficulties or delays in obtaining spare parts and equipment, power supply or processes, performance below expected levels of output or efficiency, obsolescence, labour disputes, natural disasters, raw material shortages, fire, explosion and other unexpected industrial accidents and the need to comply with the directives of relevant government authorities. Furthermore, any significant interruption to our operations directly or indirectly as a result of industrial accidents, severe weather or other natural disasters could materially and adversely affect our business, financial condition and results of operations. Similar adve rse consequences could follow if war, or war -like situation were to prevail, terrorist attacks were to affect our related infrastructure, or if the GoI were to temporarily take over the facility during a time of national emergency. In addition, any disrupt ion in basic infrastructure, such as in the supply of electricity from the State of Maharashtra or in our water supply could substantially increase our manufacturing costs. We do not maintain business interruption insurance and will not be covered for any claims or damages arising out of such disruptions. Any disruption of our existing supply of basic infrastructure services such as power or water, our failure to obtain such additional supplies as required by us or an increase in the cost of such supplies m ay result in additional costs to us. In such situations, our production capacity may be materially and adversely impacted. In the event our facilities are forced to shut down for a significant period of time, our earnings, financial condition and results o f operation would be materially and adversely affected. Further, we face difficulty in our Mumbai premises due to water depth constraints for smooth movement and transit of our vessels. Our Company intends to deepen the navigational channels from our prem ises in Mumbai, Maharashtra to the offshore container terminal of the Mumbai Port Trust, Mumbai (“ MbPT ”) by way of capital dredging activities. We are in the process of obtaining all environmental and other clearances for the conduct of such capital dredgi ng activities. We cannot assure you that such clearances shall be received by our Company, in which case the water depth constraint issues may not be adequately addressed which may have a material and adverse effect on our business, financial condition and the results of our operations. 16. We are subject to a number of procurement rules and regulations of the MoD regulations and other rules and regulations. Our business and our reputation could be adversely affected if we fail to comply with applicable rules. 30 We are required to comply with policies, rules and regulations of the MoD, in particular the DPP 2016 and any amendments or revisions thereto from time to time relating to the award, administration, and performance of the MoD contracts. Procurement rules and regulations framed by the G overnment, affect how we do business with our customers, in particular, the MoD and, in some instances, impose added costs on our business. A violation of such rules and regulations could harm our reputation and result in the imposition of fines and penalt ies, the termination of our contracts and / or debarment from bidding on contracts . A termination arising out of default may expose us to liability and have a material adverse effect on our ability to compete for future contracts and orders, as the MoD has the authority to debar us for any amount of time (with the minimum being five years ). The MoD, routinely audit and review s the performance of programs for which we have entered into specific contracts with them. These audits review our performance, which include the review of cost structure, compliance with applicable laws, regulations of the MoD and quality of standards. If an audit uncovers any improper or illegal activities, such as, an event where we have paid any third party commission to ensure that we secure the MoD contract or are found guilty of securing a MoD contract by virtu e of undue influence, we may be subject to civil or criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, and suspension or prohibition from doing business with the MoD. I n addition, we could suffer serious reputational harm if allegations of impropriety were made against us. 17. All our premises, including our Registered and Corporate Office is situated on land which is not entirely owned by us but is a combination of variou s parcels of land leased or acquired by us. There may be certain deficiencies in title on account of the acquired land. Further, if we fail to extend the lease period on lease expiry on reasonable terms, it may have a material adverse effect on the busines s, financial condition and results of operations of our Company. The premises from which we operate, comprising of the Alcock yard, north yard, south yard and the Registered and Corporate Office are located on the same premises at Mazag aon, Mumbai. These premises comprise of various parcels of land which have either been acquired from the GoI under the Land Acquisition Act, 1894 or on a long -term lease for 99 years from the Government of Maharashtra or on lease from MbPT and some of them have been occupie d by possession. We have recently entered into an agreement dated June 06, 2019 with the Government of Maharashtra where by 27 acres of land at Nhava, Navi Mumbai has been allotted to us for the proposed development of greenfield shipyard and the remaining 10 acres of land has been occupied by easement . We are also in the process of acquiring 11.47 acres of workshop land on a long term lease of 29 years (extendable twice by a further period of 29 years each) from the MbPT for certain workshops, clerk basins and other premises. The upfront lease fee payable for such long term lease (for the initial period of 29 years) is ₹ 8,140 million plus taxes . Some of the leases for the plots taken on leasehold basis from the MbPT have expired and are under renewal. The MbPT has proposed the renewal of expired leases of four plots for a period of 30 years by an upfront payment of around ₹2,731.40 million plus applicable taxes, towards lease premium and ₹410 million plus applicable taxes towards arrears of rent for the period from Fiscal 2006 onwards. This proposal of lease renewal also provides the option of annual payment of lease rent for a period of 10 years amounting to approximately ₹194.4 million per annum plus applicable taxe s. Although our Company has made applications for renewal of these lease agreements, there can be no assurance that we will be able to renew such lease agreements on terms that are favorable or acceptable to us or at all. In the event that we are unable to obtain an extension or the lease is terminated due to any reason, we will have to transfer our premises to MbPT along with all the assets developed in relation thereto on the basis of a third -party valuation of assets to be paid by MbPT which will resul t in a disruption in our operations or us unable to continue to operate from such locations in the future . Further, in relation to the parcels of land acquired from the GoI or the Government of Maharashtra there may be certain deficiencies in title or so me of the agreements for such parcels of land may not have been duly executed and/or adequately stamped or registered in the land records of the concerned authorities. Such lease deeds may not be accepted as evidence in a court of law and we may be require d to pay penalties for inadequate stamp duty . Also, we do not have any underlying title or documents for our lia ison offices situated in Paris and Moscow and we may have to vacate the office in case any dispute arises with the owner of the premises. 31 Further, for some of the plots that have been occupied by possession, we may not be able to register such plots in our name on account of lack of documents evidencing title . We may not be able to assess or identify all risks and liabilities associated wi th any properties, such as faulty or disputed title, unregistered encumbrances or adverse possession rights, improperly executed, unregistered or insufficiently stamped instruments, or other defects that we may not be aware of. 18. Our Company is currently no t in compliance with certain provisions of the SEBI Listing Regulations and / or Companies Act, as may be applicable in relation to the terms of reference of the Audit Committee and the Nomination and Remuneration Committee. Further, ongoing disclosure of information in relation to our Company after the listing of the Equity Shares on the Stock Exchanges may be limited and may not be in compliance with the SEBI Listing Regulations and other applicable laws. Regulation 18(3) read with point (2) of Paragraph A of Part C of Schedule II of SEBI Listing Regulations, requires the role of the audit committee of a listed company to include, inter alia the recommendation for appointment, and remuneration of auditors of the listed entity. In accordanc e with Section 139(5) of the Companies Act, 2013, the Comptroller and Auditor General of India (“ CAG ”) is required to appoint a duly qualified auditor as our Statutory Auditors. Accordingly, since our Company is a CPSE and a government company, provisions relating to appointment of our Statutory Auditors are not included in the terms of reference of our Audit Committee, as required under the SEBI Listing Regulations. Pursuant to Regulation 19(4) read with Paragraph A of Part D of Schedule II of SEBI Listin g Regulations, provisions relating to (i) identification of persons who are qualified to become directors and to recommend the appointment and removal of directors, (ii) recommending extension, if any, of the term of independent directors, (iii) formulatio n of criteria for evaluation of performance of the directors, (iv) devising a policy on diversity of the board of directors, (v) formulation of the criteria for determining qualifications, positive attributes and independence of a director, and (vi) recomm endation to the board of directors of a policy relating to the remuneration of the directors, key manage rial personnel and other employees, are required to be included in the terms of reference of nomination and remuneration committee. In our case, the pow er to appoint Directors on our Board is vested with the President of India acting through the MoD, and, as a result, we do not have the power to appoint Directors on our Board. Accordingly, the aforementioned matters are not included in the terms of refer ence of our Audit Committee and Nomination and Remuneration Committee, respectively. To this extent, we are not compliant with the SEBI Listing Regulations . We have filed the SEBI Exemption Application for seeking the above exemptions from SEBI . In the absence of such exemptions granted by SEBI, there can be no assurance that an adverse remark will not be issued against us and we may be subject to penalties for non -compliance with any of the aforementioned provisions of the SEBI Listing Regulations which could have an adverse effect on our reputation, business operations, financial conditions and results of our operations. For further details, see “Our Management – Corporate Governance ” on page 168 . Further, pursuant to the SEBI Exemption Application, our Company has sought exemption from SEBI from the continuous disclosure requirements under the equity listing agreements with respect to the information in the Red Herring Prospectus which are exempt from disclosure, including, but not limited to, details of collaborators and market for the product and services, business strategy and time and cost overruns.

Therefore, p rospective investors should note that disclosure of such information in relation to our Company may be limited as compared with other companies which are listed on the Stock Exchanges and we may not be in compliance with the terms of the SEBI Listing Regulations and other applicable laws. There can be no assura nce that all information in relation to our Company that may be material to the investors will be disclosed by our Company to the Stock Exchanges. 19. The interests of the GoI as our controlling shareholder may conflict with your interests as a shareholder.

The GoI has significant influence over our actions and can issue directives with respect to the conduct of our business or our affairs. Any change in GoI policy or goodwill could have a material adverse effect on our financial condition and results of opera tions. Our Company will continue to be controlled by the GoI following this Offer. As per our Articles of Association, the President of India may issue directives with respect to the conduct of our business or our affairs for as long as we remain a government owned company, as defined under the Companies Act. For instance, under Article 85 of our Articles of Association, our Directors are appointed by the President of India. 32 The priorities of the GoI may be different from ours or that of our other shareholders. As a result, the GoI may take actions with respect to our business and the b usinesses of our peers and competitors that may not be in our or our other shareholders' best interests. The GoI could, by exercising its powers of control, defer or initiate a change of control of our Company or a change in our capital structure, delay or defer a merger or consolidation. In particular, given the importance of the defence industry to the Indian economy, the GoI could require us to take actions designed to serve the public interest and not necessarily to maximise our profits. After the co mpletion of the Offer, the GoI will continue to hold majority of the paid -up Equity Share capital of our Company. Consequently, the GoI acting through the Ministry of Defence will continue to control us and will have the power to elect and remove the Direc tors and therefore determine the outcome of most proposals for corporate action requiring approval of the Board or the Shareholders , including with respect to the payment of dividends, preparation of budgets, capital expenditure, and transactions with othe r publicsector companies. We will continue to be a public sector undertaking under the Companies Act after completion of the Offer, and the GoI may issue directives with respect to the conduct of our business or its affairs or change in control or impose o ther restrictions in terms of our Articles of Association. 20. We incur additional expenditure due to siltation at the waterfront surrounding our Company. The waterfront of our Company is prone to siltation and involves constant maintenance of dredging to maintain the water depth. If we are required to incur substantial expenditure on dredging in relation to this, it may affect our results of operations and financial condition. 21. We are subject to extensive government regulation and we require certain approvals and licenses in the ordinary course of business, and the failure to obtain, maintain or renew them in a timely manner may materially adversely affect our operations. Our o perations are subject to extensive government regulation and we are required to obtain and maintain a number of statutory and regulatory permits and approvals under central, state and local government rules in India, generally for carrying out our business and for our manufacturing facilities. For details of applicable regulations and approvals relating to our business and operations, see “ Key Regulations and Policies ” and “Government and Other Approvals ” on pages 138 and 310 , respectively. A majority of these approvals are granted for a limited duration and require renewal. The approvals required by our Company are subject to numerous conditions and we cannot assure you that these would not be suspended or revoked in the event of non -compliance or alleged non -compliance with any terms or conditions thereof, or pursua nt to any regulatory action. If there is any failure by us to comply with the applicable regulations or if the regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our business. In the event a license expires or a new approval is required to be obtained from the concerned regulatory authority, an application is made under the relevant regula tions to the appropriate authority. We had recently made applications to the MoEF for getting the CRZ clearance with respect to three projects under the Mazdock Modernisation project programme , namely for (i) extension of goliath crane south rail by 50 met res; (ii) submarine section assembly workshop; and (iii) construction of wet basin, but the same has been rejected on account of certain shortcomings and we have been advised to resubmit such application s. We are in the process of appointing a consultant for conducting studies and obtaining the recommendations of the Maharashtra Coastal Zone Management Authority prior to making such revised application s. We cannot assure you whether these licenses will be granted to us in a timely m anner or at all. In the event there is any delay in receiving the approval or we are not able to receive the approval , we will not be able to continue our operations from those facilities and may be subject to penalties , which will have an adverse effect o n our business , operations and financial conditions. For further details regarding certain material approvals yet to be obtained by our Company, see “ Government and Other Approvals - Pending Approvals ”on page 311 . 22. Our current Order Book may not necessarily translate into future income in its entirety. Some of our current orders may be modified, cancelled, delayed, put on hold or not fully paid for by our customers, which could adversely affect our results of operations. 33 Most of the contracts that we enter into are executed over a period of several years. We recognise revenue for our long -term contracts upon the achievement of certain milestones such as ordering of steel, hull construction material, completion of a certain percentage of the works and completion of the construction of the vessel. As of June 30 , 2019 , our Order Book was ₹542,827 million which includes products and services to be manufactured and delivered over the next eight years . The growth of our Order Book is a cumulative indication of the revenues that we expect to recognise in future periods in relation to signed contracts. Our Order Book only represents business that is considered firm, although this is subject to, among other things, cancellat ion or early termination or because of a breach by us of our contractual obligations, non -payment by our customers, a delay in the initiation of our customers' projects, unanticipated variations or adjustments in the scope and schedule of our obligations f or reasons outside our and our customers' control or change in budget appropriations which affect our customers. As any of the above occurrences may adversely impact and reduce the Order Book position, we cannot guarantee that the income anticipated in our Order Book will be realised, or, if realised, will be realised on time or result in profits. In addition, our Order Book during a particular future period depends on continued growth of the defence sector in India and our ability to remain competitive. Our customers are obliged to perform or take certain actions, such as securing required consents from the GoI, authorisations or permits from the MoD, making advance payments or opening of letters of credit or obtaining adequate financing on reasonable ter ms, approving designs, approving supply chain vendors and shifting existing utilities. If a customer does not perform these and other actions in a timely manner or at all, and if such potential failure is not provided for in the contract, our projects coul d be delayed, put on hold, modified or cancelled and as a result, the income anticipated in our order book may not be realised and our results of operations could be adversely affected. In addition, we generally recognise turnover based on the completion of contracted work in relation to the underlying contract and therefore our turnover is generally dependent on the progress of that project.

Furthermore, the profitability of a contract in our Order Book and our cash flow may be affected by the following a mongst others:  withh olding of payments by customers or mismatch between our internal cost milestones and the payment milestones under our customer contracts;  the refusal of suppliers to maintain favourable payment conditions;  postponement/putting on hold of previously awarded contracts;  increases in raw material costs;  unanticipated technical problems with equipment supplied by us or incompatibility of such equipment with existing infrastructure;  difficulties in obtaining required governmental perm its;  unanticipated costs due to project modifications;  delays in award of major contracts;  performance defaults by suppliers, subcontractors or consortium partners;  customer payment defaults and/or bankruptcy; and  chan ges in law or taxation. Initiation of our current and future customer projects may be subject to delays, cost overruns, or performance shortfalls which may lead to the payment of penalties or damages. All of these factors could have a material adverse effect on our business, fina ncial condition and results of operations. 23. The manufacturing processes for our products are complex and involve some hazards. The manufacturing processes for our products are highly complex, require technically advanced and costly equipment and hazardous materials, and involve risks, including breakdown, failure or substandard performance of equipment, improper installation or op eration of equipment, environmental hazards and 34 industrial accidents. In addition, defects in or malfunctioning of our products could cause severe damage to property and death or serious injury to our customers' personnel, which could expose us to litigati on and damages. Although we believe we take adequate safety measures in our operations, we cannot assure you that any accidents will not occur, resulting in death, serious injury to our personnel or destruction of property and equipment. Recently, a fire incident took place at our premises in one of the under -construction destroyers of Project 15B (INS Visakhapatnam) which resulted in the death of one contract worker and injury to another worker.

Although immediate actions were taken to minimise the impac t of the fire and an enquiry was initiated by the Company to ascertain the cause of the fire, we cannot assure you that such incidents will not happen in the future and have an adverse impact on the financial condition and operations of our Company . Any d isruption in our operations due to any of these events or otherwise could result in litigation against us, damage to our reputation, which would adversely affect our business, financial condition and results of operations. 24. We are dependent on the MbPT for certain basic services required for daily operations. With our present infrastructure, we are unable to dry dock a vessel with all the appendages fitted on it which may adversely affect our future orders , growth and business prospects. Further, if our relationship with the MbPT is negatively affected in any manner or if the MbPT is unable to provide these services in the future, it may have an adverse impact on our operations. We depend on MbPT and the Indian Navy for enabling the movement of our vess els for their docking and undocking from time to time, fitment of certain appendages and for meeting our berthing requirements. In particular, the fitment procedure for such appendages cannot be undertaken currently at our premises due to limitation in our infrastructure facilities. There can be no assurance that MbPT / Indian Navy will continue to provide us services in the future on terms favorable to us, or at all. If our relationship with MbPT is negatively affected in any manner or if MbPT/ Indian Navy is unable to provide these services in the future, it may have an adverse impact on our operations. 25. We are subject to stringent labour laws and our workmen are unionised under a number of trade unions.

Any labour disputes or unrests could lead to lost production, increased costs or delays which could lead to penalties. The legal, regulatory and policy framework governing employees and workmen in India sets forth detailed procedures for discharge of employees and dispute resolution and imposes financial obligations on employers upon employee layoffs in order to protect the interest of employees and workm en. As a result, we cannot maintain flexible human resource and employment policies and discharge employees for arbitrary reasons, which may adversely affect our business, financial condition and results of operations. Additional labour unrest could resu lt due to the operative labour union within our workforce. We generally participate in negotiations for terms of appointment with our employees represented by nine unions, pursuant to which we enter into a memorandum of settlement with them. We ha ve entere d into a memorandum of settlement dated November 16, 2018 which is effective till December 31, 2026 which provid es the details of the terms of appointment and payment terms with the registered trade unions . We cannot assure you that there may not be incidences of labour unrest and absenteeism from work by some of our employees. Although we have not faced such incidences in the past, we cannot assure you that we may not face such instances in the future. Labour shortages could increase the cost of labour and hinder our productivity and ability to adhere to our delivery schedules for our projects, which would materially and adversely affect our business, financial condition, results of operations and prospects. 26. We do not have access to records and data pertaining to certain historical legal and secretarial information in relation to certain disclosures. Further, there are certain discrepancies in the records available with us. We are unable to trace certain corporate and other documents such as copies of certain prescribed forms filed with the RoC relating to (i) allotment of shares from the date of our incorporation up to the year 1995, (ii) redemption of preference shares from the year 2007 to 2011, (iii) changes in name of the Company, and (iv) changes in our authorised share capital on December 26, 1985 and September 27, 1990 respectively. 35 Despite having conducted search of our records and a search in the records of the RoC for the untraceable documents, which was conducted by a practicing company secretary engaged by us, we have not been able to trace the aforementioned documents. While we believe that we had filed these forms with the RoC in a timely manner, we have not been able to obtain copies of these forms. Accordingly, we have relied on other documents, including corresponding board and/or shareholder resolutions, where available, sta tutory registers of members, allotment and share transfer, and audited financial statements for such matters, some of which record varying dates of such events. There may be inconsistencies between the date of filing of the relevant forms filed with the Ro C for allotment of shares to the President of India and the register maintained noting the allotment made to the President of India. We cannot assure you that the above mentioned form filings and resolutions will be available in the future . Although no reg ulatory action/litigation is pending against us in relation to the missing documents, we cannot assure you that we will not be subject to penalties imposed by regulatory authorities in this respect. We have relied on the independent search report by practising company secretary engaged by us and we cannot assure you of the accuracy and completeness of the report. 27. The concept, preliminary and functional designs of the vessels being built by us are provided by the Indian Navy and may be subject to chan ge during the construction phase of the vessel The concept, preliminary and functional design of the ‘P – 17A’ stealth frigates and the ‘P – 15B’ destroyers being built by us are provided by the Indian Navy. The Indian Navy has a right to make further des ign changes during the construction phase of such vessels which may result in lengthier build times or delay in the delivery of such vessels which may have a material and adverse effect on our financial condition and results of operations. 28. We commence exe cution of our shipbuilding and submarine construction contracts prior to finalization of the design and specifications for our ships and submarines. Delays in finalization of the design and specifications of our shipbuilding and submarine construction proj ects or any modifications thereto may have a material adverse effect on our business, financial condition and the results of operations. We undertake the design of our shipbuilding and submarine construction projects using the telescopic design process a s part of sequential construction methodology. The final design of our warships are dependent upon the type of weapons and sensors that are required to be installed. We are required to commence the execution of our shipbuilding and submarine construction c ontracts despite delays by our customers and collaborators in nominating, procuring and / or finalizing the specifications and the weapons, sensors and other equipment that are required to be installed. We are therefore sometimes required to carry out desi gn changes as suggested by our customers post commencement of the construction of the ships and submarines. As a result we may face difficulties in completion and successful closure of our shipbuilding and submarine construction projects which may cause an adverse effect on our business, financial condition and the results of operations. 29. Dependency on suppliers for timely delivery of raw materials, equipment and components and non – adherence to the agreed timelines may adversely affect our delivery time lines We are dependent on our suppliers for the timely delivery of the raw materials, equipment and components such as steel, propulsion systems (including gas turbines, diesel engines, reduction gear boxes, shafting and propellers), weapon systems, integrated platform management systems, heating, ventilation and air – conditioning (“ HVAC ”) equipment and systems and combat management systems for our shipbuilding projects and diesel alternator rectifier systems and valve for our products for our submar ine construction projects. For certain raw materials, equipment and components, a limited number of vendors and suppliers are available . If we are unable to source raw materials, equipment and components from alternative suppliers on a timely basis, our production schedule may be delayed, thereby delaying the delivery of the vessel to our customers. In addition, our profitability may also be adversely affected if we are unable to secure alternative sources of such raw materials, equipment and components i n a cost efficient manner or if we are unable to recover liquidated damages from the defaulting suppliers and vendors. 30. We are highly dependent on the expertise of our key manage rial personnel and our skilled workforce and management for our operations. Our inability to retain such workforce or replace such management may have an adverse effect on our business, financial condition and the results of operations 36 The successful completi on of our projects and the running of our day -to-day operations and the planning and execution of our business strategy depends significantly on our skilled and efficient senior management team and other key personnel. In the past, several of our key mana gerial personnel had attained the age of superannuation in the same year which to several of our highly experienced and skilled personnel leaving the workforce at the same time due to them being members of the same batch of recruits of our Company. Althoug h we have implemented a succession scheme approved by the Board as well as initiated a structured training programme for the middle management executives, we cannot assure you that we will be adequately replacing such executives. This may lead to a lack of domain expertise for critical positions in the Company which may adversely affect the business of the Company. Our Chairman and Managing Director (Rakesh Anand), Director (Submarine & Heavy Engineering) (Rajiv Lath), Director (Finance) (Sanjiv Sharma), Director (Corporate Planning and Personnel) (T.V. Thomas), Director (Shipbuilding) (Anil K. Saxena), executive director (Finance) (Satish P. Shenai ), executive director (SB -Works and Nhava ) (Deviprasad. R. Kulkarni ), executive director (Indigenisation and A dmin ) (Jawahar M Jangir ) and executive director (east yard) (Hemant V. Karekar) have contributed to the growth and development of the Company and we are dependent on our senior management team for providin g strategic direction, and managing our operations and relations with the MoD, which are crucial to our success.

Accordingly, the loss of one or more members of our senior management team could have an adverse effect on our business, results of operations and financial condition. Further, our ability to execute projects depends on our ability to attract, train, motivate and retain highly skilled professionals due to the complex nature of our products. We face continuous challenges to recruit and retain a sufficient number of suitably skilled personnel, due to the intense competition for skilled shipyard labour in the country from other public and private shipyards. To the extent we lose such skilled professionals, in particular naval architects, engineers and draftsmen through attrition, we will need to find ways to successfully manage the transfer of critical knowledge from individuals leaving us to their replacements. If we cannot recruit and retain additional qualified personnel, our ability to bid on and obtain new projects will be impaired and our revenues may decline. In addition, we may not be able to expand our business effectively which may result in a material adverse effect on our business, financial condition and results of operations. 31. Our quality assurance and quality control procedures may not therefore adequately identify all defect products, non -conformation and poor workmanship which could adversely affect our reputation, financial condition, growth and business prospects and results of operations . We have established a quality control department comprising of engineers and support personnel with significant experience in the shipbuilding and submarine building industry, and we intend to further strengthen this department. We expect to establish a set of quality control assurance and monitoring procedures applicable to every stage of the vessel construction process. Testing and sea trials are also expected to be conducted prior to delivery of the vessel to our customers. However, there can be no assurances that our quality control department and quality control assurance and monitoring procedures will identify all defects, poor workmanship or non -conformities to our customers’ specifications in respect of vessels which may result into c laims that may adversely affect our reputation, business, prospects, financial condition and results of operations. 32. Damage to the information technology equipment may adversely affect our ability to access our back – up information critical for our busine ss on a timely basis which may cause an adverse effect on our business, financial condition and the results of operations . Information technology plays an important role in our business by assisting us in conducting our business activities, managing risks, implementing our internal control system and monitoring our business operations. Our investment in information technology systems helps us to directly expedite processes, lower costs, improve our efficiency and accuracy, reduces business continuity risks and enables a secure environment and therefore is an essential element of our operational infrastructure. In the event of a breakdown of an equipment of our information technology infrastructure, our ability to access the back -up information critica l for our business on a timely basis shall be severely inhibited which 37 may result in slowdown of our operational and management proficiency have an adverse effect on our business, financial condition and the results of operations. 33. Our business could be ne gatively affected by cyber or other security threats or other disruptions. Further, we are susceptible to espionage activities from enemies of India. As an Indian defence contractor, we face cyber threats, threats to the physical security of our facilitie s and employees, and terrorist acts, as well as the potential for business disruptions associated with information technology failures, data leakage, natural disasters or public health crises. For further details, please see “ Our Business Information Technology ” on page 135 . Although we have not experienced any cyber security threats in the past, we cannot assure you that our Company, customers, suppliers and / or subcontractors shall not experience any cyber security threats, threats to our information technology infrastructu re and attempts to gain access to the sensitive information of our Company. We have installed anti -virus software to prevent our systems and infrastructure from being infected and crippled by computer viruses. All our internet facing servers installed at a ll our data centres as well as at all our offices are also secured with firewalls and intrusion preventions systems to prevent hacking.

We cannot assure you that we will not experience security threats to our technology infrastructure in the future. We b elieve our threat detection and mitigation processes and procedures are adequate. However, the threats we face may vary from attacks common to most industries to more advanced and persistent, highly organised adversaries who target us because we protect na tional security information. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures. Due to the evolving nature of these secur ity threats on a continuous basis, the impact of any future incident cannot be predicted. We rely on the safeguards put in place by our customers, suppliers and subcontractors to minimise the impact of cyber threats, other security threats or business dis ruptions, which may affect the security of our information. We cannot assure you that such safeguards put in place by our customers, suppliers and sub - contractors will be adequate to prevent any leak, misuse or unauthorised use of the secured information shared with them by us. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Occurrence of any of these events could adversely affect our internal operations, the services we provide to our customers, loss of competitive advantages derived from our research, design and development efforts or other intellectual property, early obsolescence of our products and services, our future financial results, our reputation or our stock price. Further, our Company may be susceptible to espionage attempts. These attempts may include individuals attempting to steal blueprints and layouts of our facilities including designs of the warships and submarines being constructed or which have been constru cted by us in the past. Although, we have not faced such instances in the past, there can be no assurance that espionage attempts will not be made in the future. This may have an adverse effect on our business, financial condition and results of operations . 34. Our financing agreement contains certain restrictive covenants for certain activities that limit our flexibility in operating our business. If we fail to meet our obligations, including financial and other covenants under our debt financing arrangements , our business, results of operations and financial condition could be adversely affected. We have entered into a consortium with S tate Bank of India as the lead bank along with Canara bank , and as at June 30 , 2019 , our outstanding non -fund based exposure was ₹11,452 .76 million. The working capital consortium loan agreement includes restrictive covenants which mandate certain restrictions in terms of our business operations such as change in capital structure, formulation of any sche me of amalgamation or reconstruction, declaring dividends, further expansion of business, change in controlling interest or in the management set -up, repay ment of monies brought in by the promoter/directors/principal shareholders, undertake guarantee oblig ations on behalf of any third party, creation of any charge, lien or encumbrance over its undertaking, which require our Company to obtain prior approval of the lenders for any of the above activities. For further details, see “ Financial Indebtedness ” on page 301 . Any default under the financing agreement may limit our flexibility in operating our business, which could have an adverse effect on our cash flows , results of operations and financial condition. We believe that our 38 relationships with our lenders are good, and we have in the past obtained consents from them to undertake various actions and have informed them of our corporate activities from time to t ime. Compliance with the various terms of such financing arrangements, however, is subject to interpretation and there can be no assurance that we have requested or received all relevant consents from our lenders as contemplated under our financing arrang ements. It may be possible for a lender to assert that we have not complied with all applicable terms under our existing financing documents. Further we cannot assure that we will have adequate funds at all times to repay the credit facilities and may also be subject to demands for the payment of penal interest. 35. High dependency on foreign sources for equipment, weapons, sensors and propulsion systems. We are dependent on foreign suppliers for sourcing of certain equipment, weapons, sensors and propulsion systems. These items are restricted and selected only from approved list provided by the MoD and depend on the decisions taken by the MoD. Therefore, we are restricted from sourcing alternative equipment, weapons, sensors and propulsion systems in case such foreign suppliers become delinquent since testing and trials for such items are generally undertaken at an advanced stage of the shipbuilding and submarine constructi on process. In such scenario, we are constrained to continue to proceed with the same nominated vendor for the purpose of delivering the vessels to our customers. The procurement of these items from foreign countries may be adversely affected by strikes, unrest, war, civil disturbances, changes in political ideologies, changes in export control regulations, occurrence of natural disasters, changes in governmental regimes, social and ethnic instability and other political and economic developments affectin g such foreign countries. Further, timely procurement of such items from certain foreign countries is also subject to compliance with stringent export control regulations including obtaining of end – user certificates and other applicable laws which may result in delays in our delivery schedules and time and cost overruns which may adversely impact the business of the Company, financial condition and growth prospects. In addition, our profitability may also be adversely affected as we are unable to secure alternative sources of such equipment, weapons, sensors and propulsions systems . 36. We may face claims and incur additional rectification costs for defects and warranties in respect of our vessels which could have a negative impact on our business, financia l condition and results of operations. We may face claims by our customers in respect of defects, poor workmanship or non -conformity to our customers’ specifications in respect of vessels built by us and such claims could be substantial. Such claims could also adversely affect our reputation and ability to grow our business. In case of our shipbuilding contracts, we are required to provide a warranty period of 12 months for any defect in equipment or material, from the time the customer takes over the vessel, that may develop under proper use or faulty construction of the vess el. We may also be required to replace the defective portion and will be responsible for a period of 12 months from the date of such replacement. In case of our ship repair contract , we are required to provide a guarantee period of six months for workman ship and material defects for items repaired and 12 months for new installations under the contract upon signing of delivery acceptance certificate. In case of our submarine building contracts, we are required to provide a warranty period of 12 months for any defect that may develop due to the faulty construction of the submarine from the time the customer takes over the vessel. Further the submarine overseeing team has the right to reject any work or material which they disapprove on quality, workmanship o r not confirming to approved specifications and drawings. The rejected work shall be redone or replaced subject to the satisfaction of the submarine overseeing team. In case of our submarine refit contract, we are required to provide a warranty period of six months for workmanship and material defects for items repaired / overhauled and 12 months for workmanship and material defects for items renewed and replaced under the contract from the date of successful completion of harbour acceptance trials. We generally renew the warranty period of the warships and submarines due to delay in the delivery of the warship or submarine (as the case may be) and thereby incur additional costs for extension of the warranty cover. Due to the length of the warranty per iod extended by us, we may be subject to claims from our customers and we may incur additional costs if rectification work is required in order for us to satisfy our obligations during the warranty period. We cannot assure that our warranty provisions will be sufficient to 39 cover the costs incurred for defects. If the costs of any rectification works exceed the warranty provisions we have made, our business, financial condition, results of operations and prospects may be adversely affected. 37. Shipbuilding and submarine – building expose us to potential liabilities that may not be covered by insurance. We maintain what we believe to be appropriate insurance coverage. Our operations are subject to inherent risks, such as equipment defects, malf unctions and failures, equipment misuse and natural disasters that can result in fires and explosions. We maintain a standard fire and special perils policy. Our activities involve the fabrication and refurbishment of large steel structures, the operation of cranes and other heavy machinery and other operating hazards. These risks could expose us to substantial liability for personal injury, wrongful death, product liability, property damage, pollution and other environmental damages. We have availed insura nce policies for specific risks such as, contractors plant and machinery, marine cargo open policy, hull and machinery, motor vehicles, standard fire and special perils policy and burglary floater declaration insurance policies for raw materials and stocks , special contingency policy, group personal accident insurance covering death, permanent partial disability , permanent total disability or temporary total disability due to work related accidents or otherwise of our employees money insurance policy for cash in safe and in transit, fidelity float er policy, public liability act policy, commercial general liability and directors’ and officers' liability insurance policy. We cannot assure you that our current insurance policies will insure us fully against a ll risks and losses that may arise in the future. In addition, even if such losses are insured the amount of the loss may exceed our coverage for the loss. Similarly, although we have obtained insurance for our employees as required by Indian laws and regu lations, as well as our important properties and assets, our insurance may not be adequate to cover all potential liabilities. There is no assurance that insurance will be generally available in the future or, if available, that premiums will be commercial ly justifiable. If we incur substantial liability and the damages are not covered by insurance or exceed policy limits, or we are unable to obtain liability insurance, our business, results of operations and financial condition could be materially adversel y affected. 38. We face the risk of unsatisfactory quality of work performed by our subcontractors which could result in a negative impact on our business, reputation, financial condition and results of operations. We rely substantially on subcontractors fo r our labour requirements. Instead of maintaining a large number of full time employees, we employ a significant number of contract labour and production workers, which we can increase or decrease to suit our requirements. We may outsource certain aspects of our shipbuilding work, such as the production of certain vessel sub -assemblies and structural sections, from time to time, to our contractors. Despite our best efforts, inspection supervision and quality management system, these subcontractors may use p oor quality or defective sub -components or underqualified or less skilled workers, and as a result, a sub standard quality of delivered vessel could adversely impact our reputation. Furthermore, our subcontractors may not report safety concerns . This may l ead to increased costs borne by us, which could adversely affect our business, reputation, financial condition, results of operations and prospects and our relationships with our customers. In addition, should our subcontractors default on their contractua l obligations or be unable to complete their work according to specifications on schedule, our ability to deliver the vessels to our customers in accordance with the quality or timing may be compromised, which could have a material adverse effect on our bu siness, financial condition, results of operations and prospects. We also assume liability for the work undertaken by the subcontractors in connection with any design or engineering work and hence, any failure on the part of our sub -contractors to perform their obligations in a timely manner or at all could adversely affect our operations, financial conditions and cash flows. 39. Developing production inputs, management of data are heavily dependent on Information Technology enabled infrastructure and are also dependent on software which is license based. We are dependent on our information technology infrastructure to conduct our business activities, manage risks, implement our internal control systems and manage and monitor our business operations. Our investment in information technology (IT) entails data management including recovery and cyber security which helps us to directly expedite processes, lowering of cost, improvement in efficiency and accuracy, reducing business continuity risks and enab les a secure environment and therefore is an essential element of our operational infrastructure. We use an integrated IT system through SAP such as Enterprise Resource Planning (ERP), File Lifecycle Management System ( FLM ), and various design softwares fo r major aspects of our business, including shipbuilding, submarine construction as well as our administrative, finance and corporate departments. We rely on third party information technology service providers to maintain and upgrade our systems and have c ontracted information technology companies widely accepted in our industry to construct and improve our information technology infrastructure. A failure or breakdown of any part of 40 our information technology infrastructure can interrupt our normal business operations, result in a slowdown in operational and management efficiency and impact our ability to meet our construction schedules. A serious dispute with our information technology service providers or termination of our licensing agreements or service contracts or the service provider being unavailable or its business being wound up can impact our ability to upgrade our information technology infrastructure on a timely and cost -effective basis, which is critical to maintaining our competitiveness. If an y of these events occur, our business, financial condition and result of operations may be adversely affected. 40. We have had negative net cash flows from operating activities in the past and may continue to have negative cash flows from operating activities in the future. We had negative cash flow from our operating and net cash and cash equivalent as set out below: (₹ in millions) Fiscal 2019 Fiscal 2018 Fiscal 2017 Net cashflow from (used in) operating activities 575.98 4,416.56 (10,092.68) 41. Our business is expected to become more diversified and our historical results of operations may not be indicative of our future performance. Failure to successfully implement our new business model, execute our new business strategies or develop new business may materially and adversely affect our business, financial condition, results of operations and prospects. We intend to execute new business strategies or develop new business such as export of our products to the international markets, focus on ship rep air facility and augmentation of infrastructure and enhancing our manufacturing capacity. The implementation of these strategies depends on a number of factors including, among other things, absence of adverse changes in the Indian and global markets, th e availability of funds, less competition, government policies and our ability to retain and recruit competent employees. Some of the factors are beyond our control and by nature, are subject to uncertainty. There is no assurance that our strategies can be implemented successfully. Any failure or delay in the implementation of any or all of these strategies may have a material adverse effect on our profitability and prospects. There can be no assurance that our revenues or profits will continue to increase or that our profit margin will not significantly decrease or that we will not experience losses from our new businesses. As a result, our historical results of operations may not be indicative of our future performance. 42. We have contingent liabilities in our balance sheet, as restated, as on March 31, 2019 . The realization of our contingent liabilities may adversely impact our profitability and may have a material adverse effect on our results of operations and financial c ondition. The following are the contingent liabilities on a consolidated basis in our balance sheet, as restated, as at March 31, 2019 : (₹ in million ) Particulars Brief description of nature and obligations as on March 31, 2019 Amounts for which Company may be contingently liable: Estimated amount of contracts remaining to be executed on capital account. 784.70 Estimated amount of liquidated damages on contracts under execution. 11 ,004.50 Position of non -fund based limits utilized for (a) Letters of credit 7,689.90 (b) Guarantees and counter guarantee s 188.30 Indemnity Bonds issued by the Company to customers for various contracts. 507 ,663.30 Bonus to eligible employees as per Payment of Bonus Act for the year 2014 -15. 46.70 Claims against the Company pending under litigation not acknowledged as debts in respect of claims made by: (i) Suppliers and sub -contractors 49.80 (ii) Others 583.20 Interest on (i) and (ii) above 1,294.80 41 Particulars Brief description of nature and obligations as on March 31, 2019 Amounts paid / payable by Company and reimbursable by Customers in the matters under dispute pending at various Assessment / Appellate Authorities relating to: Sales Tax * 11 ,515.00 Excise Duty a) On Vendors 19.00 b) On MDL 2.90 Appeals against disputed tax demands pending before Adjudicating / Appellate Authorities not provided for in matters relating to: Excise Duty 1.50 Service Tax** (including interest and penalties) 706.70 Appeals pending against disputed demands pending before Adjudicating / Appellate authorities Custom Duty 0.80 *Against the above claim, part payments of ₹67.56 million (In 2018: ₹61.40 million) have been made under protest. The Excise authorities have passed an order dated May 31, 2013 resulting in demand for ₹19.70 million inclusive of interest and penalty (In 2 018: ₹19.24 million) in respect of BBLRP Project Job Work carried out at Nhava Yard, for the removals during the period March 2007 -March 2008 . Our Company has filed an appeal at CESTAT against the order of the Commissioner. The final hearing is in progress . ** Includes ₹292.80 million (In 2018: ₹292.80 million) towards Show Cause Notices issued by the Service Tax Department for the years from 2005 -06 to 2013 -14. If any of these actually occur in the future, they may adversely impact our profitability and may have a material adverse effect on our business, financial condition and our results of operations. 43. We are subject to risks arising from currency exchange rate fluctuations, which could adversely affect our business, financial condition and results of operations. Changes in currency exchange rates may influence our results of operations. At the time of bidding for projects, we are required to submit bids in Indian rupees even for items /equipment procured from foreign sources indicate base rate and dat e of exchange considered and indicate the fixed cost elements. Any currency exchange rate fluctuations subsequent to the date of entering into the contract are payable to us under such contracts. We have in the past incurred losses during the execution of ‘P – 15B’ destroyers contract due to currency exchange rate fluctuations. Due to long gestation period of our contracts, there may be currency exchange rate fluctuations between the date of submission of bids and the date of entering into of such contract s or placement of orders. Therefore, we may incur losses in the future which may result in losses to our business, financial conditions and the results of our operations. 44. We are subject to compulsory expropriation by the GoI of any critical technology developed by us which may have an adverse effect on our business, financial condition and results of operations. The GoI as a controlling shareholder may issue directives with respect to the conduct of our business or our affairs for as long as we remain a government owned company, as defined under the Companies Act, 2013. Further, under Article 128 of the Articles of Association of the Company, the President of India may from time to time issue such direction as it may consider necessary in regard to the exercise and performance of the functions of our Company in matters involving national security or substantial public interest, and in like manner, may vary and annul any such directions and our Board shall duly comply with and give immediate effect to the directions so issued. In light of the above, the GoI may issue directives for compulsory expropriation of any critical technology developed by the Company which may be deemed necessary due to reasons of national security or substantial 42 public interest. Any such action in respect of any of the technology in which we are investing or may invest in the future may adversely affect our business, financial condition or results of operations. In particular, given the importance of the defence industry to the Indian economy, the GoI could require us to take actions designed to serve public interest and not necessarily maximize our profits. 45. There may be significant independent press coverage about our Company and this Offer, and we strongly caution you not to p lace reliance on any information contained in press articles, including, in particular, any financial projections, valuations or other forward -looking information, and any statements that are inconsistent with the information contained in this Draft Red He rring Prospectus. There may be significant press coverage about our Company and this Offer, that may include financial projections, valuations and other forward -looking information, as well as statements that are inconsistent or conflict with the informat ion contained in this Draft Red Herring Prospectus. We do not accept any responsibility for the accuracy or completeness of such press articles, and we make no representation or warranty as to the appropriateness, accuracy, completeness or reliability of a ny of the projections, valuations, forward -looking information, or of any assumptions underlying such projections, valuations, forward - looking information or any statements are inconsistent or conflict with the information contained in this Draft Red Herri ng Prospectus, included in or referred to by the media. 46. We have in the past entered into related party transactions and may continue to do so in the future and there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties . In the ordinary course of our business, we have entered into transactions with related parties. While we believe that all related party transactions that we have entered into are legitimate business transactions conducted on an arms’ length basis, there ca n be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future. There can b e no assurance to you that these or any future related party transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on our business, financial condition, results of operations and prospects.

Further, the tran sactions we have entered into and any future transactions with our related parties have involved or could potentially involve conflicts of interest which may be detrimental to our Company. For further details regarding the related party transactions, see “Financial Statements – Restated Ind AS Consolidated Statement of Related Party Transactions included in Annexure XXIV ” on page 24 5. 47. Our Group Company may be engaged in a business similar to our Company which may create a conflict of interest . Our Group Company, pursuant to its Memorandum of Association is authorised to carry out common business objects with our Company. As a result, conflicts of interest may arise in allocating or addressing business opportunities and strategies amongst our Company and o ur Group Company. As we do not have any non –compete agreements in place with our Group Company, there is a conflict of interest between our Company and the Group Company. For further details please see “ Our Promoter and Group Company ” on page 173 . As a result of commonality in business between our Company and our Group Company, there could be possibilities where business opportunities which could be available to us may be directed t o the Group Company instead. Thus, all these may be a potential source of conflict of interest for us and may have an adverse effect on our operations. 48. If we are unable to establish and maintain an effective system of internal controls and compliances our business and reputation could be adversely affected. Lack of monitoring each element of cost may result into cost overruns which in turn may lead to losses in case of fixed contracts . Non – maintenance of timely and accurate records for any contractual br eaches either by our Company or by any vendor / sub – contractor may cause an adverse effect on our business. We manage regulatory compliance by monitoring and evaluating our internal controls and ensuring that we are in compliance with all relevant statut ory and regulatory requirements. Our Company has a monitoring system to monitor our progress against the terms and conditions as laid down in our customer agreements, identify any issues and take necessary corrective and preventive actions for 43 monitoring compliance guaranteed service levels as per the required parameters. We have a dedicated team involved in resource planning and workforce management that, on a regular basis, monitor the costs incurred for various works performed by us and provide feedbac k for corrective actions where required in order to effectively meet the commitments in our customer agreements. Our yard efforts have various cost elements such as labour, labour and material overhead, facility hire, subcontract, direct expenses (i.e. expenses towards salary of executives), own plant usage (OPU), SOT expenses etc. Our Company does not have a mechanism in place for monitoring and controlling each element of cost with r egard to yard efforts. In the absence of comprehensive monitoring of each cost element, there may be incidences of cost overruns, which may lead to losses in case of fixed contracts that have been entered into by our Company. Our Company maintains a hindr ance register which provides for the list of items and the availability of work - front for carrying out the works, the various hindrances faced, the status of completion as per the contractual terms and other details which help in determining the occurrence of delays for the purposes of any invocation of liquidated damages either by us or our sub – contractors and vendors. The entries are vetted by an authorised representative of the vendor / sub – contractor and the Company as a matter of practice in order to ensure that the entries made in the hindrance register are agreeable to both the vendor / sub – contractor and the Company and there is no dispute in respect of the same. In the event that there is any omission or inaccuracy in the information in the h indrance register, the liquidated damages and other consequences of default that are either payable by the vendor / sub – contractor or the Company cannot be accurately quantified and attributed. Such difficulty in attributing accountability to the vendor / sub – contractor would adversely affect our ability to claim any reimbursements or refunds from our vendors/ sub contractors . Further, in the event a vendor / sub -contractor alleges any delay or contractual breach on part of our Company in the execution of any project and proposes to invoke liquidated damages and other consequences of such alleged default, it may be difficult for our Company to defend such claims in the absence of timely and accurate maintenance of records in the hindrance register. Ther efore, such non – maintenance of timely and accurate records under the hindrance register may lead to an adverse effect on our business, financial conditions and the results of operation. 49. We have not independently verified certain data in this Draft Red Herring Prospectus. We have not independently verified data from the report titled “ Indian commercial and warship building and ship repairing industry report ” published on March 2018 prepared by CRISIL Limited contained in this Draft Red Herring Prospectus and although we believe the sources mentioned in the report to be reliable, we cannot assure you that they are complete or reliable. Such data may also be produced on a different basis from comparable information compiled with regards to other countries. Therefore, discussions of matters relating to India, its economy or the industries in which we operate that is included herein are subject to the caveat that the statistical and other data upon which such discussions are based have not been veri fied by us and may be incomplete, inaccurate or unreliable. Due to incorrect or ineffective data collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and should not be unduly relied upon. Further, we cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere. 50. Investment risk involve d in solar projects . Solar power projects typically generate revenue only after becoming commercially operational, once they start to sell electricity to the power grid. We had recently entered into a memorandum of understanding with BEL and HAL for the purpose of setting up of 150 MW grid connected solar power plants in ordnance factory estate on nomination basis under developer mode. Although, we have decided to withdraw from the MoU and are awaiting approval from MoD, we cannot assure you whether we w ill get such approval. Further, there is also the risk that the project may not materialise due to the financial viability of the project or any of the companies not performing their respective obligations as part of the MoU. 51. Our ability to pay dividends in the future will depend on number of factors, including, our profit after tax for the fiscal year, utilisation of the profit after tax towards reserves, our future expansion plans and capital requirements, our financial condi tion, our cash flows and applicable taxes, including dividend 44 distribution tax payable by our Company, and the payments shall be subject to the CPSE Capital Restructuring Guidelines . Our ability to pay dividends in the future will depend on number of fact ors, including our profit after tax for the fiscal year, utilisation of the profit after tax towards reserves, our future expansion plans and capital requirements, our financial condition, our cash flows and applicable taxes, including dividend distrib utio n tax payable by our Company. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and subsequent approval of shareholders and will depend on factors that our Board and shareholders deem relevant. W e may decide to retain all our earnings to finance the development and expansion of our business and, therefore, may not declare dividends on our Equity Shares.

We cannot assure you that we will be able to pay dividends in the future. In accordance with t he CPSE Capital Restructuring Guidelines, our Company is required to pay a minimal annual dividend of 30% of its PAT or 5% of its net worth, whichever is higher, unless an exemption is provided in accordance with this guideline. For further details, see “ Dividend Policy” on page 180 . 52. We do not conduct regular training programmes and safety sanitization programmes for the personnel employed on contractual basis and for the human resources and workforce deployed by our sub – contractors for taking part in the projects of our Company. We are regularly required to recruit independent contractors who in turn engage on site contractor and sub - contractors for conducting o ur operations at our sites. We are unaware of the level of training imparted to these workers since we do not conduct regular training programmes and safety sanitisation programmes for involving these workers in the various projects. This may result in mat erial delays or drop in the quality of work or create other health and safety issues which may adversely affect our reputation and business and may result in liabilities. EXTERNAL RISK FACTORS 53. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and IFRS, which may be material to investors’ assessments of our financial condition. Our financial statements are prepared and presented in conformity with Ind AS. Ind AS differs in certain significant re spects from U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles or U.S. GAAP, our results of oper ations, cash flows and financial position may be substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding o f the differences between these accounting principles and those with which they may be more familiar. 54. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act could in turn adversely affect our business. The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse effect on competition in India and has mandated the CCI to separate such practices. Under the Competition Act, any arrangement, un derstanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties. Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On March 04, 2011, the Central Government notified and brought into force the combination regulation (merger control) provisions under the Competition Act with effect from June 01, 2011. These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre -approved by, the CCI. Additionally, on May 11, 2011, the CCI issued the Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism for implementation of the merger control regime in India. The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an appreciable adv erse effect in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the CCI has extra -territorial powers and can investigate any 45 agreements, abusive conduct or combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. We are not curre ntly party to any outstanding proceedings, nor have we received notice in relation to non - compliance with the Competition Act or the agreements entered into by us. However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competi tion Act, it would adversely affect our business, financial condition, results of operations and prospects. 55. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our b usiness, results of operations and cash flows. Our business, results of operations and cash flows could be adversely affected by unfavourable changes in or interpretations of existing , or the promulgation of new laws, rules and regulations applicable to o ur business and operations. There can be no assurance that the GoI may not implement new regulations and policies which will require us to obtain approvals and licenses from the GoI or other regulatory bodies or impose onerous requirements and conditions on our business and operations. Any such changes and the related uncertainties with respect to the implementation of the new regulations may have an adverse effect on our business, results of operations and cash flows. In addition, we may have to incur cap ital expenditures to comply with the requirements of any new regulations, which may also affect our results of operations and cash flows. See “Key Regulations and Policies ” on page 138 for details of the laws, rules and regulations currently applicable to us. The regulatory and policy changes may adversely affect our business, results of operations, financial condition and prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. 56. Our busin ess is substantially affected by prevailing economic, political and other prevailing conditions in India. Our Company is incorporated in India, and almost all our assets and employees are located in India. As a result, we are highly dependent on prevailin g economic conditions in India and our results of operations are significantly affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:  any increase in Indian interest rates or inflation;  any exchange rate fluctuations;  any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing of our developments and expansions;  prevailing income conditions among Indian consumers and Indian corporations;  volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;  changes in India’s tax, trade, fiscal or monetary policies;  political instability, te rrorism or military conflict in India or in countries in the region or globally, including in India’s various neighbouring countries;  occurrence of natural or man -made disasters;  prevailing regional or global economic conditions, including in India’s princ ipal export markets;  any downgrading of India’s debt rating by a domestic or international rating agency;  financial instability in financial markets; and  other significant regulatory or economic developments in or affecting India or its natural gas sector. Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely impact our business, results of operations and financial condition and the price of the Equity Shares. 57. Holders of Equity Shares may be restricted in their ability to exercise pre -emptive rights under Indian law and thereby suffer future dilution of their ownership position. Under Section 62 of the Companies Act, a company incorporated in India must offer its equity shareholders pre -emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing 46 ownership percentages prior to issuance of any new equity shares, unless the pre -emptive rights have been waived by the adoption of a special resoluti on by holders of three -fourths of the equity shares voting on such resolution. However, if the laws of the jurisdiction that you are in do not permit the exercise of such pre -emptive rights without our filing an offering document or a registration stateme nt with the applicable authority in such jurisdiction, you will be unable to exercise such pre -emptive rights. If we elect not to file an offering document or a registration statement, the new securities may be issued to a custodian, who may sell the secur ities for your benefit. The value such custodian receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you are unable to exercise pre -emptive rights available in respect of the equity shares, your proportional interests in our Company may be reduced by the new equity shares that are issued by our Company. 58. Natural disasters, acts of war, political unrest, epidemics, terrorist attacks or other events which are beyond our control, may cause damag e, loss or disruption to our business and have an adverse impact on our business, financial condition, results of operations and growth prospects. We generally bear the risk of loss of raw materials or equipment and components in transit after our supplie rs ship the same to us. We may face the risk of loss or damage to our properties, machinery and inventories due to natural disasters, such as snow storms, typhoons and flooding. Acts of war, political unrest, epidemics and terrorist attacks may also cause damage or disruption to us, our employees, our facilities and our markets, any of which could materially and adversely affect our sales, costs, overall operating results and financial condition.

The potential for war or terrorist attacks may also cause unc ertainty and cause our business to suffer in ways that we cannot predict. In addition, certain Asian countries, including Hong Kong, China, Singapore and Thailand, have encountered epidemics such as severe acute respiratory syndrome, or SARS and incidents of avian influenza, or H5N1 bird flu. Past occurrences of epidemics have caused different degrees of damage to the national and local economies in India. A recurrence of an outbreak of SARS, avian influenza or any other similar epidemic could cause a slowd own in the levels of economic activity generally, which may adversely affect our business, financial condition and results of operations. In the event any loss exceeds our insurance coverage or is not covered by our insurance policies, we will bear the sho rtfall. In such an event, our business, financial condition and results of operations could be materially and adversely affected . 59. Any future issuance of our Equity Shares may dilute your shareholdings and sales of our Equity Shares may adversely affec t the trading price of our Equity Shares. Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company. In addition, any sales of substantial amounts of our Equity Shares in the public market after the completion o f the Offer, or the perception that such sales could occur, could adversely affect the market price of our Equity Shares and could impair the future ability of our Company to raise capital through offerings of our Equity Shares. We also cannot predict the effect, if any, that the sale of our Equity Shares or the availability of these Equity Shares for future sale will have on the market price of our Equity Shares. 60. Foreign investors are subject to foreign investment restrictions under Indian law, which may adversely affect the market price of our Equity Shares. Under the foreign exchange regulations currently in force in India, transfers of equity shares between non - residents and residents are permitted (subject to certain exceptions) if they comply with inter alia , the pricing guidelines and reporting requirements specified by the RBI. If the transfer of equity shares is not in compliance with such pricing guidelines or reporting requirements, or falls under any of the prescribed exceptions, prior approva l of the RBI will be required. Additionally , shareholders who seek to convert the Indian Rupee proceeds from a sale of equity shares in India into foreign currency and repatriate any such foreign currency from India will require a no -objection/tax clearanc e certificate from the Indian income tax authorities. We cannot assure you that any required approval from the RBI or any other government agency can be obtained in a timely manner or on any particular terms or at all. Owing to possible delays in obtaining requisite approvals, investors in our Equity Shares may be prevented from realizing gains during periods of price increase or limiting their losses during periods of price decline. 61. You will not be able to immediately sell any of our Equity Shares you pur chase in the Offer on an Indian Stock Exchange. Our Equity Shares will be listed on the Stock Exchanges. Pursuant to Indian regulations, certain actions must be completed before the Equity Shares can be listed and trading may commence. Investor s’ book ent ry, or demat accounts, with depository participants in India are expected to be credited within two working days 47 of the date on which Allotment is approved by the designated stock exchange. Thereafter, upon receipt of final listing and trading approval fro m the Stock Exchanges, trading in the Equity Shares is expected to commence within six Working Days from the date of Bid/Offer closure. We cannot assure you that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equit y Shares will commence , within the time periods specified above. 62. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares. Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian company are generally taxable in India. However, any gain realized on the sale of listed equity shares on or before March 31, 2018 on a stock exchange held for more than 12 months will not be subject to long term capital gains tax in In dia if Securities Transaction Tax (“ STT ”) is paid on the sale transaction and additionally, as stipulated by the Finance Act, 2017, STT had been paid at the time of acquisition of such equity shares on or after October 1, 2004, except in the case of such a cquisitions of equity shares which are not subject to STT, as notified by the Central Government under notification no. 43/2017/F. No. 370142/09/2017 -TPL on June 5, 2017. However, the Finance Act, 2018, has now levied taxes on such long term capital gains exceeding ₹ 100,000 arising from sale of Equity Shares on or after April 1, 2018, while continuing to exempt the unrealized capital gains earned up to January 31, 2018 on such Equity Shares.

Accordingly, you may be subject to payment of long term capital g ains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale o f listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxatio n in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result , residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. 63. Our Promoter will continue to control us post listing of our Equity Shares. Upon the completion of this Offer, our Promoter will hold approximately [●] Equity Shares, or approximately [●] % of our post -Offer paid up equity share capital. Consequently , our Promoter will continue to control us and will have the power to elect and remove our directors and determine the outcome of most proposals for corporate action requiring approval of our Board or Shareholders , such as proposed five -year plans, revenue budgets, capital expenditure, dividend policy, transactions with other GoI controlled companies. Under the Companies Act, we will continue to be a public sector undertaking which is owned and controlled by the President of India. This may affect the decision making process in certain business and strategic decisions taken by our Company going forward. 64. Announcements by the GoI or the Maharashtra Government relating to increased wages for government and public sector employees will increase our expenses and may adversely affect our financial condition in the years of implementation. The Department of Public Enterprises (“ DPE ”) only related to above has required government enterprises to implement salary increases for the Board of Directors of our Company and for employees below board level executives and non -unionized supervisors as determined by the respective boards and man agement of the relevant government enterprises within a certain guideline set by the DPE. These governmental measures increase our labour costs and the next pay revision for non -unionised officers and employees was due w.e.f. January 01, 2017 and a revisio n of the wage settlement agreement with unionised workmen w.e.f. January 01, 2017. Although no further directives have been received from the GoI in relation to wage negotiations and no wage negotiations have begun, any announcements by the GoI relating to increased wages for government and public sector employees will increase our expenses and may adversely affect our operating results and financial condition. 65. Investors may not be able to enforce a judgment of a foreign court against our Company. Our Com pany is incorporated under the laws of India. Our Company’s Directors and Key Manage rial Personnel are residents of India and our assets are located in India. As a result, it may not be possible for investors to affect service of process upon our Company or such persons in jurisdictions outside India, or to enforce against them judgments obtained from courts outside India. India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions , which include the 48 United Kingdom, Singapore and Hong Kong. The United States has not been declared as a reciprocating territory for the purposes of the Code of Civil Procedure, 1908 (“ Civil Code ”) and thus a judgment of a c ourt outside India may be enforced in India only by a suit and not by proceedings in execution. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Civil Code.

The Civil Code only permits the en forcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties and does not include arbitration awards. Therefore, a final judgment for the payment of money rendered by any court in a no n-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non -reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us, our offi cers or directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court.

However, the party in whose favour such final judgment is rendered may bring a fresh suit in a competent court in India, based on a final judgment that has been obtained in a non -reciprocating territory, within three years of obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis, or to the same extent, as was awarded in a final judgment ren dered by a court in another jurisdiction, if the Indian court believes that the amount of damages awarded was excessive or inconsistent with public policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to obtai n prior approval of the RBI, to repatriate any amount recovered pursuant to the execution of the judgment. 66. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions. Indian legal principles related to corpora te procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction.

Shareholders’ rights including in relation to class actions, under Indian law may not be as ex tensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian company than as shareholder of a corporation in another jurisdiction. 67. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies.

Such regulatory restrictions limit our financing sources for our projects and hence could c onstrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions , or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition, cash flows and results of operations. 49 SECTION III: INTRODUCTION THE OFFER The following table summarizes the Offer details: Offer of Equity Shares (1) [●] Equity Shares aggregating ₹[●] million Of which: Employee Reservation Portion (2)(3)(4) [●] Equity Shares aggregating to [●] million Accordingly, Net Offer 28,012 ,500 Equity Shares aggregating to ₹[●] million A) QIB Portion (3) Not more than 14,006,250 Equity Shares of which: Mutual Fund Portion 700,313 Equity Shares Balance of QIB portion for all QIBs including Mutual Funds 13,305,93 7 Equity Shares B) Non -Institutional Portion (3) Not less than 4,201,875 Equity Shares C) Retail Portion (3)(4) Not less than 9,804,375 Equity Shares Pre and post Offer Equity Shares Equity Shares outstanding prior to the Offer 224,100,000 Equity Shares Equity Shares outstanding after the Offer 224,100,000 Equity Shares Utilisation of the proceeds from Offer for Sale Our Company will not receive any proceeds from the Offer for Sale. For details, see “ Objects of the Offer ” on page 81. (1) The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on August 05, 2019 . The Offer has been authorized by the Selling Shareholder, through its letter bearing number No. 23(60)/2015/D(NS -I) Vol. II dated August 05, 2019 , conveying the approval granted by the Selling Shareholder for the Offer. The Equity Shares offered by the Selling Shareholder in the Offer have been held by it for a period of at least one year prior to th e date of th is Draft Red Herring Prospectus and are eligible for being offered for sale in the Offer as required under the SEBI ICDR Regulations. The Selling Shareholder, through its letter bearing number No. 23(60)/2015/D(NS -I) Vol. II dated August 05, 20 19 , conveyed the consent for inclusion of 28,012,500 Equity Shares and such number of additional Equity Shares not exceeding 5.00% of the post Offer share capital as permitted under applicable law for allocation and allotment to Eligible Employees of our Company under the Employee Reservation Portion, held by the President of India, acting through the Ministry of Defence, Government of India as part of the Offer for Sale. (2) Eligible Employees Bidding in the Employee Reservation Portion (if any) can Bid up to a Bid Amount of ₹500,000 (on a net basis). However, a Bid by an Eligible Employee in the Employee Reserv ation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹200,000 (on a net basis). In the event of under -subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation a nd Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (on a net basis), subject to the maximum value of Allotment made to an Eligible Employee not exceeding ₹500,000 (on a net basis). The unsubscribed portion, if any, i n the Employee Reservation Portion, shall be added to the Net Offer. (3) Subject to valid Bids being received at or above the Offer Price, under -subscription, if any, in any category except the QIB Portion would be allowed to be met with spill -over from other categories or a combination of categories at the discretion of the Selling Shareholder and our Company, in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis. However, under -subscription, if any, in the QIB Portio n will not be allowed to be met with spill -over from other categories or a combination of categories. For further details, see “Offer Structure” on page 330 . (4) The Selling Shareholder and our Company, in consultation with the BRLMs, may offer a discount of up to [●]% (equivalent to up to ₹[●] per Equity Share) and a discount of up to [●]% (equivalent to up to ₹[●] per Equity Share) on the Offer Price to the R etail Individual Bidders and the Eligible Employees Bidding under the Retail Portion and the Employee Reservation Portion (if any), respectively. The amount of Retail Discount and Employee Discount, as applicable, will be advertised in all newspapers where in the Pre -Offer advertisement will be published. For further details, see “Offer Procedure Pre -Offer Advertisement” on page 343 . Allocation to Bidders in all categories, except the Retail Portion, shall be made on a proportionate basis. The allocation to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in Retail Porti on, and the remaining available Equity Shares, if any, shall be Allocated on a proportionate basis. 50 SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information derived from the Restated Financial Statements of our Company. The financial statements referred to above are presented under “ Financial Statements ” beginning on page 181 . The summary financial information presented below should be read in conjunction with these financial statements, the notes thereto and “ Management’s Discussion and Analysis of Financial Cond ition and Results of Operations ” beginning on page 270 . RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES (₹ in million ) Sr. No. Particulars As at March 31, 2019 As at March 31, 2018 As at March 31, 2017 ASSETS A Non -current assets Property, Plant and Equipment 7,309.96 6,179.68 5,249.00 Capital work -in-progress 887.67 853.82 984.28 Other intangible assets 229.91 284.12 213.52 8,427.54 7,317.62 6,446.80 Financial assets Investments 4,306.69 4,291.47 3,835.89 Trade receivable 157.82 159.28 160.46 Loans 66.60 89.49 87.01 Other financial assets 1,435.16 34.00 33.98 Deferred tax assets (net) 5,746.38 5,443.79 4,988.07 Non -current tax assets (net) 1,933.76 2,067.25 1,811.33 Other non -current assets 5,425.11 3,642.74 1,420.13 Total of non -current assets 27,499.06 23,045.64 18,783.67 B Current assets Inventories 37,903.03 37,859.69 40,286.56 Financial assets Trade receivables 14,713.15 11,088.54 8,087.28 Cash and cash equivalents 7,296.81 3,735.85 1,428.78 Bank balances other than cash and cash equivalents 67,400.00 68,160.00 82,200.00 Loans 42.87 9.12 10.22 Others 2,212.97 1,105.35 1,476.67 Contract assets 9,013.05 7,379.37 11,632.44 Assets held for sale 20.71 0.08 0.21 Other current assets 42,166.49 41,060.07 29,741.44 Total of current assets 180,769.08 170,398.07 174,863.60 Total A+B 208,268.14 193,443.71 193,647.27 EQUITY AND LIABILITIES C EQUITY Equity share capital 2,241.00 2,241.00 2,490.00 Other equity 30,064.93 26,215.01 27,531.22 Total equity 32,305.93 28,456.01 30,021.22 D Non -current liabilities Financial liabilities Trade payables 157.82 159.28 160.46 Others 10.24 6.80 1.41 Other long -term liabilities 1,578.37 1,597.35 1,669.47 Long -term provisions 12,518.61 12,245.87 12,121.11 Total non -current liabilities 14,265.04 14,009.30 13,952.45 E Current liabilities Financial liabilities Borrowings Trade payables i. total outstanding dues of micro and small enterprises 186.80 134.20 131.64 51 Sr. No. Particulars As at March 31, 2019 As at March 31, 2018 As at March 31, 2017 ii. total outstanding dues other than (i) above 28,985.70 23,776.53 9,131.83 Others 2,367.02 2,578.71 1,747.11 Contract liability 128,955.39 123,189.02 137,595.64 Other current liabilities 220.60 98.79 251.06 Short -term provisions 981.66 1,201.15 816.32 Total current liabilities 161,697.17 150,978.40 149,673.60 Total C+D+E 208,268.14 193,443.71 193,647.27 52 RESTATED CONSOLIDATED SUMMARY STATEMENT OF PROFIT AND LOSS (₹ in million ) Sr No. Particulars As at March 31 , 2019 As at March 31 , 2018 As at March 31 , 2017 A Income Revenue from operations 46,491.51 44,879.85 35,653.45 Other income 5,933.84 5,571.57 7,557.81 Total income 52,425.35 50,451.42 43,211.26 B Expenses Cost of materials consumed 25,571.21 26,928.93 21,400.75 Procurement of base and depot spares 6,080.47 917.17 348.66 Employee benefits expense 6,894.66 8,857.00 7,288.37 Finance costs 41.01 38.52 38.95 Depreciation and amortization expenses 614.18 502.17 393.90 Sub -contract 1,759.07 3,226.95 1,101.93 Power and fuel 192.63 226.23 260.44 Other expenses: (a) Project related 809.07 1,512.06 1,417.13 (b) Others 1,917.33 1,370.49 1,594.53 Expenses transferred to Fixed Assets - - - Provisions 747.84 374.36 1,084.53 Total expenses 44,627.47 43,953.88 34,929.19 C Profit before tax 7,797.88 6,497.54 8,282.07 Tax expense: Current tax 3,321.06 2,915.20 2,930.71 Deferred tax (credit) / charge (302.58) (455.58) (50.57) Adjustment of tax relating to earlier years 54.31 106.43 - D Profit for the period attributable to equity shareholders 4,725.09 3,931.49 5,401.93 Share of Net Profit/(loss) of associate 620.90 1,026.00 554.27 Profit for the year 5,345.99 4,957.49 5,956.20 E Other comprehensive income ('OCI') OCI not to be reclassified to profit or loss in subsequent periods: Remeasurement of defined employee benefit plan (237.86) (599.34) (13.46) Income tax effect 83.12 207.42 4.66 Remeasurement of post employment benefit obligation of associate (39.24) (8.30) 3.59 F Total comprehensive income for the period attributable to equity shareholders 5,152.01 4,557.27 5,950.99 53 RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS (₹ in million ) Sr.

No. Particulars As at March 31 , 2019 As at March 31 , 2018 As at March 31 , 2017 A Cash flow from operating activities Profit before tax (as restated) 7,797.88 6,497.54 8,282.07 Adjustments for : (+) Non cash expenditure and non operating expenses Depreciation / Amortization 614.18 502.17 393.90 Finance cost 41.01 38.52 38.95 Prior Period depreciation (income) / expenditure - - - Amortization of prepaid rentals 1.52 1.52 1.52 (-) Non operating income Profit / Loss on sale of fixed assets 1.79 1.92 (3.13) Interest income (5,411.54) (4,827.10) (6,328.79) Amortization gain on deferred deposits of vendors (1.32) (0.69) (0.16) Amortization of deferred revenue (customer funded assets) (73.73) (73.30) (25.41) Interest income on deferred payment liability to foreign supplier (37.69) (37.92) (38.80) Interest income on deferred deposit with MbPT (1.76) (1.60) (1.55) Fund utilized for CSR - - - Operating profit before working capital changes 2,930.34 2,101.06 2,318.60 Movement in working capital Decrease / (Increase) in inventories (43.34) 2,426.87 2,160.14 Decrease / (Increase) in trade receivables and loans and advances (3,594.56) (2,961.94) 2,323.46 Decrease / (Increase) other current and non current assets (6,330.51) 5,122.93 (13,196.96) (Decrease) / Increase in trade payables and provisions 5,034.69 14,517.81 (1,580.25) (Decrease) / Increase in other current and non current liabilities 5,738.12 (13,720.04) 1,343.47 Cash flow from operations generated 3,734.74 7,486.69 (6,631.54) Direct tax paid (net of refunds) (3,158.76) (3,070.13) (3,461.14) Net cash from (used in) operating activities (A) 575.98 4,416.56 (10,092.68) B Cash flow from investing activities Purchase of Property, plant and equipment (net of adjustments) (1,715.39) (1,508.77) (2,183.34) Capital work in progress (33.85) 130.46 711.56 Proceeds from sale of property, plant and equipment 2.73 3.50 7.58 Capital advance 57.72 (1.42) (11.26) Interest received 5,411.54 4,827.10 6,328.79 Dividend received 469.90 467.14 87.93 Net cash from / (used in) investing activities (B) 4,192.65 3,918.01 4,941.26 C Cash flow from financing activities Dividend paid (including dividend distribution tax thereon) (1,205.55) (2,953.70) (2,397.50) Buy Back of equity share capital - (2,534.90) - Payment of buy back tax - (538.90) - Finance cost (2.12) - - Net cash from / (used in) financing activities (C ) (1,207.67) (6,027.50) (2,397.50) 54 Sr.

No. Particulars As at March 31 , 2019 As at March 31 , 2018 As at March 31 , 2017 Net increase/(decrease) in cash and cash equivalents (A+B+C) 3,560.96 2,307.07 (7,548.92) Cash and cash equivalents at the beginning of the period 3,735.85 1,428.78 8,977.70 Cash and cash equivalents at the end of the period 7,296.81 3,735.85 1,428.78 Components of cash and cash equivalents: Balances with banks: - - In Current accounts i) In India 320.55 16.43 6.07 ii) Outside India 7.09 9.80 7.93 - In cash credit accounts 0.18 - - - In deposit accounts 6,968.99 3,709.52 1,414.78 - In fixed deposit accounts - maturity less than 3 months - - - Cash on hand - 0.10 - Total 7,296.81 3,735.85 1,428.78 55 GENERAL INFORMATION Our Company was incorporated in Bombay as a private limited company on February 26, 1934 as Mazagon Dock Private Limited with the Registrar of Companies, Bombay under the Indian Companies Act, 1913. For further details in connection with change in name and registered office of our Company, see “ History and Certain Corporate Matters ” on page 144 . Registered and Corporate Office Mazagon Dock Shipbuilders Limited Dockyard Road, Mumbai – 400 010 Corporate Identity Number: U35100MH1934GOI002079 Registration Number: 002079 Address of the Registrar of Companies Our Company is registered with the RoC, Mumbai situated at the following address: 100, Everest Marine Drive Mumbai 400 002 Tel ephone : +91 22 2281 2627 Fa csimile : +91 22 2281 1977 Board of Directors The following table sets out the composition of our Board as on the date of this Draft Red Herring Prospectus: Name and Designation DIN Address Rakesh Anand Chairman and Managing Director 06461099 Flat No. 16, Currie House, 7 th floor, Mazagon Dock Shipbuilders Limited, Dockyard Road – Mumbai - 400 010, Maharashtra, India. Rajiv Lath Director (Submarine & Heavy Engineering) 06713808 12, Currie House, MDL Officers Quarters, Dockyard Road, Mazagaon, Mumbai, 400 010, Maharashtra, India Sanjiv Sharma Director (Finance) and Chief Financial Officer 05328027 14, Currie House, MDL Residential Colony, Mumbai, 400 010, Maharashtra, India T.V. Thomas Director (Corporate Planning and Personnel) 07978819 11, Currie House, MDL Officers Quarters, Dockyard Road, Mazagaon, Mumbai – 400 010, Maharashtra, India. Anil K. Saxena Director (Shipbuilding) 08006255 15, 6 th floor, Currie House, MDL Officers Residential Complex – Mumbai - 400 010, Maharashtra, India Barun Mitra Nominee Director 07 012558 House No. D1/33, Rabindra Nagar, New Delhi - 110 003, Delhi, India Shridhar L Bapat Independent Director (Part Time Non -Official) 03363761 9-C, Anjaneya Chs Ltd., Orchard Avenue, Opp.

Hiranandani School, Powai – Mumbai - 400 076, Maharashtra , India Usha Sankar Independent Director (Part Time Non -Official) 06998746 S-4, Heritage Ganga, 2, Vyasar Street, T.

Nagar, –Chennai - 600 017, Tamil Nadu, India Sanjeev Bhasin Independent Director (Part Time Non -Official) 07413068 A-3, Noida Expressway, Sector 108 Noida, Gautam Naga r, Noida - 201 301, Uttar Pradesh, India 56 Name and Designation DIN Address Devi Prasad Pande Independent Director (Part Time Non -Official) 00960974 Flat No. H 32 D, SFS Flats, Saket, New Delhi – 110 117, Delhi, India Kamaiah Bandi Independent Director (Part Time Non -Official) 07962235 15 -8, Sudarshan Nagar, Serilingampally, Lingampalli, Rangareddi -500 019, Telangana, India Mailareshwar J. Jeevannavar Independent Director (Part Time Non -Official) 03266130 House No. 05, Laxmi Layout, Basaveshwar Nagar, Gokul Road, Hubli 580 030, Karnataka, India For further details of our Board of Directors, see “ Our Management ” on page 153 . Company Secretary and Compliance Officer Vijayalakshmi Kumar is the Company Secretary and the Compliance Officer of our Company. Her contact details are as follows: Dockyard Road, Mumbai – 400 010 , Maharashtra, India. Tel ephone : +91 22 2376 20 10 Email: [email protected] Book Running Lead Managers YES SECURITIES (INDIA) LIMITED Address: Unit no. 602 A, 6th Floor, Tower 1 & 2, IFC Senapati Bapat Marg, Elphinstone Road, Mumbai 400013 Tel ephone : +91 22 3012 6919 E-mail: mdl.ipo@y sil.in Investor grievance e -mail: igc@ ysil .in Contact Person: Mukesh Garg / Pratik Pednekar Website: www.yesinvest.in SEBI Registration No.: INM000012227 AXIS CAPITAL LIMITED Address: Axis House, 1st Floor, Wadia International Centre Pandurang Budhkar Marg, Worli, Mumbai 400 025 Tel ephone : + 91 22 4325 2183 E-mail: [email protected] Investor grievance e -mail: [email protected] Contact Person: Mayuri Arya/ Akash Aggarwal Website: www.axiscapital.co.in SEBI Registration No.: INM000012029 EDELWEISS FINANCIAL SERVICES LIMITED Address: 14 th Floor, Edelweiss House, Off. C.S.T Road, Kalina, Mumbai 400 098 Tel ephone : +91 22 4009 4400 E-mail: [email protected] Investor grievance e -mail: [email protected] Contact Person: Nishita John Website: www.edelweissfin.com SEBI Registration No.: INM0000010650 IDFC SECURITIES LIMITED Address: 6th floor, One IndiaBulls Centre, Tower 1C, 841, Jupiter Mi lls Compound, Senapati Bapat Marg, Elphinstone, Mumbai – 400 013. Telephone: +91 22 4202 2500 Email: [email protected] Investor Grievance ID: [email protected] Contact Person: Gaurav Mittal Website: www.idfc.com/capital/index.htm SEBI Registration Number: MB/INM000011336 JM FINANCIAL LIMITED Address: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 . Tel ephone : +91 22 6630 3030 E-mail: [email protected] Investor grievance e -mail: [email protected] Contact Person: Prachee Dhuri Website: www.jmfl.com SEBI Registration No.: INM000010361 Statement of the inter -se allocation of responsibilities among the BRLMs 57 The responsibilities and co -ordination by the BRLMs for various activities in this Offer are as follows: Sr.

No Activity Responsibility Co -ordinator 1. Pre -offer due diligence of our Company’s operations/ management/ business plans/ legal. BRLMs YES Securities 2. Drafting and designing of the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus. BRLMs YES Securities 3. Ensuring compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalization of Prospectus and RoC filing of the same. BRLMs YES Se curities 4. Capital structuring with the relative components and formalities such as composition of debt and equity, type of instruments. BRLMs YES Securities 5. Co -ordination of auditor deliverables BRLMs YES Securities 6. Appointment of advertising agency including co -ordination for agreements to appoint the ad agency and filing of media compliance report to SEBI. BRLMs Edelweiss Financial 7. International institutional marketing including co -ordination for research briefing, allocation of investors for meetings and finalize roadshow schedules, preparation and finalisation of the road -show presentation and frequently asked questions. BRLMs Edelweiss Financial 8. Drafting and approval of all publicity material including corporate advertisement, brochure. BRLMs Edelweiss Financial 9. Drafting and approval of all statutory advertisements BRLMs Edelweiss Financial 10. Appointment of Registrar to the Offer including co - ordination for agreements to appoint the Registrar to the Offer BRLMs IDFC Securities 11. Appointment of Monitoring Agency (if applicable) to the Offer including co -ordination for agreements to appoint the Monitoring Agency to the Offer BRLMs IDFC Securities 12. Domestic institutional marketing including banks/ mutual funds and allocation of investors for meetings and finalizing road show schedules. Pricing and managing the book. BRLMs IDFC Securities 13. Appointment of Banker(s) to the Offer, Sponsor Bank and printer BRLMs JM Financial 14. Non -Institutional marketing of the Offer and retail marketing of the Offer, which will cover, inter alia:  Formulating marketing strategies;  preparation of publicity budget, finalizing media and public relations strategy;  Finalizing centres for holding conferences for brokers;  Finalizing collection centres; and Follow -up on distribution of publicity and Offer material including form, prospectus and deciding on the quantum of the Offer material. BRLMs JM Financial 15. Coordination with Stock Exchanges for book building process, filing of letters including software, bidding terminals, mock trading and anchor investor intimation, and payment of 1% security deposit to the designated stock exchange BRLMs JM Financial 16. Post bidding activities including management of escrow accounts, coordinate non -institutional allocation, coordination with Registrar, SCSBs, Sponsor Bank and Banks, intimation of allocation and dispatch of refund to Bidders, etc. BRLMs Axis Capital 17. Post -Offer activities, which shall involve essential follow -up steps, follow -up with BRLMs Axis Capital 58 Sr.

No Activity Responsibility Co -ordinator Bankers to the Offer and SCSBs to get quick estimates of collection and advising the issuer about the closure of the Offer, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing of instruments, dispatch of c ertificates or demat credit and refunds and co -ordination with various agencies connected with the post -Offer activity such as registrar to the Offer, Bankers to the Offer, SCSBs including responsibility for underwriting arrangements, as applicable. 18. Payment of the applicable securities transactions tax on sale of unlisted equity shares by the Selling Shareholder under the Offer for Sale to the Government and filing of the securities transactions tax return by the prescribed due date as per Chapter VII of Finance (No. 2) Act, 2004. BRLMs Axis Capital 19. Co -ordination with SEBI and Stock Exchanges for refund of 1% security deposit and submission of all post Offer reports including the initial and final post Offer report to SEBI. BRLMs Axis Capital Registrar to the Offer Alankit Assignment s Limited 205 -208, Anarkali Complex, Jhandewalan Extension, New Delhi – 110055 Telephone: +911 - 4254 1954 /933 , +922 -4348 1293 Email: abhijitd @alankit.com, [email protected] Website: www.alankit.com Investor Grievance ID: [email protected] Contact Person: Kamal Arora/ Abhijit Deb / Virender Sharma SEBI Registration Number: INR000002532 Indian Legal Counsel to our Company and the Selling Shareholder DSK Legal, Advocates & Solicitors 1203, One Indiabulls Centre, Tower 2, Floor 12 B, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013 Tel ephone : +91 22 6658 8000 International Legal Counsel to our Company and the Selling Shareholder Riker , Danzig, Scherer, Hyland & Perre tti, LLP 500 Fifth Avenue, 49th Floor, New York, NY 10001 , USA Telephone: +1 (212) 302 -6574 Indian Legal Counsel to the Book Running Lead Managers Cyril Amarchand Mangaldas 201, Midford House, Midford Garden, Off M.G. Road, Bengaluru 560 001, Karnataka, India Tel ephone : +91 80 2558 4870 Statutory Auditors of our Company JCR & Co. Chartered Accountants Level 3, Raval House, 18 th Road, Khar West, Mumbai -400052 Tel ephone : +91 22 2605 4593/96 Firm Registration No: 105270W 59 Email: [email protected] Peer Review No: 011298 Changes in Auditors during the last three years There has been a change in Auditors during the last three years. Below mentioned are the details of the previous auditors: Ford Rhodes Parks & Co. LLP 312/313, Sai Commercial Building, BKS Devshi Marg, Govandi (E), Mumbai 400 088 Firm Registration No: 102860W / W100089 Email: [email protected] Peer Review No: 010240 Reason for change: JCR & Co. Chartered Accountants was appointed by the office of CAG through its letter dated July 19, 2018 Bankers to our Company State Bank of India 2nd floor, Commercial Branch, N.G.N Vaidya Marg, Horniman Circle , Fort, Mumbai – 400 001 Telephone : +91 22 2266 2064 Email: [email protected] HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 Telephone: +91 22 3395 8187 Email: [email protected] Syndicate Member s The Syndicate Members will be appointed prior to filing of the Red Herring Prospectus with the RoC. Banker to the Offer /Public Offer Account Bank /Refund Bank IDBI Bank Limited Mittal Tower, C wing, ground floor, Nariman Point, Mumbai -400 021 Telephone: +91 22 -2288 5424 Email: [email protected] Contact person:Siddharth Saksena Website: www.idbi.com Axis Bank Limited New Marinelines branch Gr. Floor, Harchandrai House, 81, Queen’s road, M.K Marg, Mumbai -400 002 Telephone: +91 22 6700 2331 Email: [email protected] Contact person: S oumitra Roy Website: www.axisbank.com SEBI Registration Number: INBI00000017 Sponsor Bank ICICI Bank Limited Capital Market Division, 1 st Floor; 122, Mistry Bhavan, Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai - 400020 Telephone: +91 22 6681 89 11/23/24 Email: kmr.saurabh @icicibank.com Contact person: Saurabh Kumar Website: www.icicibank.com SEBI Registration Number: INBI00000004 Designated Intermediaries Self -Certified Syndicate Banks 60 The banks registered with SEBI, which offer services, (i) in relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and up dated from time to time and at such other websites as may be prescribed by SEBI from time to time, (ii) in relation to RIBs using the UPI Mechanism, a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doR ecognisedFpi=yes&intmId=40 or such other website as updated from time to time. Syndicate SCSB Branches In relation to Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SE BI https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId= 35and updated from time to time. Broker Centres/ Designated CDP Locations/ Designated RTA Locations In accordance with SEBI Circulars CIR/ CFD/ 14/ 2012 dated October 4, 2012 and CIR/ CFD/ POLICYCELL/ 11/ 2015 dated November 10, 2015, Bidders can submit Bid cum Application Forms with the Registered Brokers at the Broker Centres, CDPs at the Designated CD P Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as address and telephone number, are available at the websites of the Stock Exchanges at www.bsein dia.com a nd www.nsein dia.com . The list of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the Registered Brokers will be available on the website of the SEB I (www.sebi.gov.in) and updated from time to time. IPO grading No credit rating agency registered with SEBI has been appointed in respect of obtaining grading for the Offer. Credit Rating As this is an offer of Equity Shares, there is no credit rating for the Offer. Green Shoe Option No green shoe option is applicable for the Offer. Experts Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent from the Statutory Auditors, namely, JCR & Co ., Chartered Accountants , who hold a valid peer review c ertificate, to include its name as required under section 26 of the Companies Act in this Draft Red Herring Prospectus and as an “Auditor” or “Statutory Auditor” and “expert” as defined under section 2(38) of the Companies Act in respect of the examination report s dated August 05, 2019 of the Statutory Auditors on the Restated Financial Statements of our Company and the statement of tax benefits dated August 05, 2019 , included in this Draft Red Herring Prospectus and such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. Trustees As this is an offer of Equity Shares, there are no trustees appointed for the Offer. Appraising Agencies As the Offer is an offer for sale of Equity Shares, our Company will not receive any proceeds from the Offer.

Accordingly, no appraising entity has been appointed for the Offer. Monitoring Agency As the Offer is an offer for sale of Equity Shares, our Company will not receive any proceeds from the Offer. Accordingly, no monitoring agency has been appointed for the Offer. 61 Filing of this Draft Red Herring Prospectus This Draft Red Herring Prospectus has been filed with the Securities Exchange Board of India at Corporation Finance Department, Division of Issues and Listing, SEBI Bhavan, Plot No.C4 -A, 'G' Block, Bandra -Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra. The Red Herring Prospectus and Prospectus , along with the material contracts and documents referred to in the Red Herring Prospectus and Prospectus will be filed with the RoC at the office of the Registrar of Companies located at 100, Everest, 5th Floor, Marine Drive, Mumbai – 400 002. Book Building Process Book building proces s, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of th e Red Herring Prospectus , the Bid cum Application Forms and the Revision Form within the Price Band . The Price Band, minimum Bid lot size, rupee amount of the Retail Discount and Employee Discount, as applicable shall be decided by our Company and the Selling Shareholder, in consultation with the BRLMs, and advertised in all newspapers wherein the pre-Offer advertisement will be published, at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their website . The Offer Price shall be determined by our Company and the Selling Shareholder, in consultation with the BRLMs after the Bid/Offer Closing Date. The principal parties involved in the Book Building Process are:  our Company;  the Selling Shareholder;  the BRLMs;  the Syndicate Members;  the SCSBs;  the Sponsor Bank;  the Registered Brokers;  the Registrar to the Offer;  the Banker (s) to the Offer ;  the RTAs; and  the Collecting Depository Participants. All Bidders shall participate in the Offer only through the ASBA process. QIBs Bidding in the QIB Portion and Non -Institutional Investors Bidding in the Non -Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Indi vidual Bidders and Eligible Employees bidding in the Employee Reservation Portion can revise or withdraw their Bids until the Bid/ Offer Closing Date. Only RIBs can participate using UPI Mechanism . Our Company confirms that it will comply with the SEBI ICD R Regulations and any other directions issued by SEBI for this Offer . The Selling Shareholder confirms that it will comply with the SEBI ICDR Regulations and any other directions issued by SEBI, as applicable, to the respective portion of their respective Equity Shares offered in the Offer for Sale. The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to time and the investors are advised to make their own judgment about investment through t his process prior to submitting a Bid in the Offer . For further details, see “Offer Structure” and “Offer Procedure” on pages 330 and 334 , respectively. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with the RoC; and (ii) final listi ng and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment. Withdrawal of the Offer For details in relation to refund on withdrawal of the Offer, see “ Terms of the Offer -Withdrawal of the Offer ” on page 329 . 62 Underwriting Agreement After the determination of the Offer Price and allocation of the Equity Shares, but prior to the filing of the Prospectus with the RoC, our Company and the Selling Shareholder shall enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer. It is proposed that pursuant to the terms of such Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underw riting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions to closing, as specified therein. The Underwriting Agreement is dated [●] and has been approved b y our Board of Directors / committee thereof and the Selling Shareholder. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before f iling of the Prospectus with the RoC) (₹ in million) Name, address, telephone and email of the Underwriters Indicated number of Equity Shares to be Underwritten Amount Underwritten [●] [●] [●] Total [●] [●] The above mentioned is indicative underwriting and will be finalised after pricing and actual allocation and subject to the provisions of the SEBI ICDR Regulations. In the opinion of our Board of Directors and the Selling Shareholder (based on a certificate given by the Underwriters), the resources of the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are re gistered with SEBI under section 12 (1) of the SEBI Act or registered as brokers with the Stock Exchange(s). The Board of Directors/ IPO Committee, at its meeting, held on [●], has accepted and entered into the Underwriting Agreement mentioned above on beh alf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments. 63 CAPITAL STRUCTURE The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below. (In ₹ except share data) Particulars Aggregate value at face value Aggregate value at Offer Price A. AUTHORISED SHARE CAPITAL* 323,720,000 Equity Shares 3,237,200,000 - B. ISSUED, SUBSCRIBED AND PAID -UP SHARE CAPITAL BEFORE THE OFFER 224,100,000 Equity Shares 2,241,000,000 - C. PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS Offer for sale of [●] Equity Shares by the Selling Shareholder (a) [●] [●] D. Employee Reservation Portion of [●] Equity Shares (b) [●] [●] Net Offer of up to 2 8,012 ,500 Equity Shares 280,125,000 [●] E. ISSUED, SUBSCRIBED AND PAID -UP SHARE CAPITAL AFTER THE OFFER 224,100,000 Equity Shares 2,241,000,000 - F. SECURITIES PREMIUM ACCOUNT Before the Offer Nil After the Offer ** Nil * For details in relation to the alteration to the authorised share capital of our Company, see “History and Certain Corporat e Matters – Amendments to our Memorandum of Association” on page 147 . **As the Offer is an Offer for Sale, the entire proceeds would go to the Selling Shareholder . Our Company shall not receive any proceeds from the Offer. (a) The Offer has been authorised by resolutions of our Board dated August 05, 2019 and by the Selling Shareholder through its letter bearing number No. 23(60)/2015/D(NS -I) Vol. II dated August 05, 2019 , conveying the approval granted by the Selling Shareholder GoI for the Offer. (b) The Selling Shareholder vide its letter bearing number No . 23(60)/2015/D(NS -I) Vol. II dated August 05, 2019 , conveyed the consent for inclusion of 28,012,500 Equity Shares and such number of additional Equity Shares not exceeding 5.00% of the post Offer share capital as permitted under applicable law for allocation and allotment to eligible employees of our Company under the Employee Reservation Portion, held by the President of India, acting through the Ministry of Defence, Government of India as part of the Offer for Sale . Notes to the capital structur e 1. Share Capital History : (i) History of Equity Share capital of our Company The following table sets out the history of the equity share capital of our Company: Date of allotment of Equity Shares/ date when fully paid up No. of Equity Shares allotted Face Value (₹) Issue / Buy - back price per Equity Share (₹) Nature of conside ration Nature of allotment Cumulative number of Equity Shares Cumulative paid -up Equity Share Capital ( ₹) August 07, 1934 4 100 100 Cash Initial subscription to the MoA (1) 4 400 64 Date of allotment of Equity Shares/ date when fully paid up No. of Equity Shares allotted Face Value (₹) Issue / Buy - back price per Equity Share (₹) Nature of conside ration Nature of allotment Cumulative number of Equity Shares Cumulative paid -up Equity Share Capital ( ₹) November 30, 1935 17,996 100 - Other than cash Allotment pursuant to sale agreement dated November 30, 1935 (2) 18,000 1,800,000 May 31, 1948 * 45,000 100 100 Cash Further Issue (3) 63,000 6,300,000 February 20, 1962 10,000 100 100 Cash Allotment to the Promoter 73,000 7,300,000 November 22, 1963 25,000 100 100 Cash Allotment to the Promoter 98,000 9,800,000 November 24, 1964 10,000 100 100 Cash Allotment to the Promoter 108,000 10,800,000 August 24, 1965 20,000 100 100 Cash Allotment to the Promoter 128,000 12,800,000 January 25, 1966 40,000 100 100 Cash Allotment to the Promoter 168,000 16,800,000 July 19, 1966 16,000 100 100 Cash Allotment to the Promoter 184,000 18,400,000 September 22, 1966 32,000 100 100 Cash Allotment to the Promoter 216,000 21,600,000 March 31, 1967 52,000 100 100 Cash Allotment to the Promoter 268,000 26,800,000 September 20, 1967 32,000 100 100 Cash Allotment to the Promoter 300,000 30,000,000 September 23, 1970 30,000 100 100 Cash Allotment to the Promoter 330,000 33,000,000 September 23, 1971 25,000 100 100 Cash Allotment to the Promoter 355,000 35,500,000 December 07, 1972 25,000 100 100 Cash Allotment to the Promoter 380,000 38,000,000 March 11, 1974 50,000 100 100 Cash Allotment to the Promoter 430,000 43,000,000 April 15, 1974 10,000 100 100 Cash Allotment to the Promoter 440,000 44,000,000 January 30, 1975 50,000 100 100 Cash Allotment to the Promoter 490,000 49,000,000 65 Date of allotment of Equity Shares/ date when fully paid up No. of Equity Shares allotted Face Value (₹) Issue / Buy - back price per Equity Share (₹) Nature of conside ration Nature of allotment Cumulative number of Equity Shares Cumulative paid -up Equity Share Capital ( ₹) April 13, 1978 110,000 100 100 Cash Allotment to the Promoter 600,000 60,000,000 January 17, 1979 100,000 100 100 Cash Allotment to the Promoter 700,000 70,000,000 December 18, 1979 100,000 100 100 Cash Allotment to the Promoter 800,000 80,000,000 April 21, 1980 50,000 100 100 Cash Allotment to the Promoter 850,000 85,000,000 March 12, 1981 200,000 100 100 Cash Allotment to the Promoter 1,050,000 105,000,000 June 24, 1981 300,000 100 100 Cash Allotment to the Promoter 1,350,000 135,000,000 March 29, 1982 600,000 100 100 Cash Allotment to the Promoter 1,950,000 195,000,000 June 26, 1982 650,000 100 100 Cash Allotment to the Promoter 2,600,000 260,000,000 March 31, 1983 1,200,000 100 100 Cash Allotment to the Promoter 3,800,000 380,000,000 April 16, 1983 500,000 100 100 Cash Allotment to the Promoter Issue 4,300,000 430,000,000 June 24, 1983 600,000 100 100 Cash Allotment to the Promoter 4,900,000 490,000,000 September 29, 1983 800,000 100 100 Cash Allotment to the Promoter 5,700,000 570,000,000 June 29, 1984 200,000 100 100 Cash Allotment to the Promoter 5,900,000 590,000,000 August 06, 1984 85,000 100 100 Cash Allotment to the Promoter 5,985,000 598,500,000 March 28, 1985 800,000 100 100 Cash Allotment to the Promoter 6,785,000 678,500,000 June 27, 1985 200,000 100 100 Cash Allotment to the Promoter 6,985,000 698,500,000 June 06, 1986 500,000 100 100 Cash Allotment to the Promoter 7,485,000 748,500,000 66 Date of allotment of Equity Shares/ date when fully paid up No. of Equity Shares allotted Face Value (₹) Issue / Buy - back price per Equity Share (₹) Nature of conside ration Nature of allotment Cumulative number of Equity Shares Cumulative paid -up Equity Share Capital ( ₹) August 01, 1986 1,300,000 100 100 Cash Allotment to the Promoter 8,785,000 878,500,000 September 08, 1986 1,200,000 100 100 Cash Allotment to the Promoter 9,985,000 998,500,000 June 06, 1987 150,000 100 100 Cash Allotment to the Promoter 10,135,000 1,013,500,000 December 11, 1987 1,300,000 100 100 Cash Allotment to the Promoter 11,435,000 1,143,500,000 December 21, 1988 1,000,000 100 100 Cash Allotment to the Promoter 12,435,000 1,243,500,000 May 19, 1989 200,000 100 100 Cash Allotment to the Promoter 12,635,000 1,263,500,000 May 19, 1989 600,000 100 100 Cash Allotment to the Promoter 13,235,000 1,323,500,000 August 10, 1989 1,000,000 100 100 Cash Allotment to the Promoter 14,235,000 1,423,500,000 May 02, 1990 935,000 100 100 Cash Allotment to the Promoter 15,170,000 1,517,000,000 June 18, 1990 1,700,000 100 100 Cash Allotment to the Promoter 16,870,000 1,687,000,000 September 30, 1991 500,000 100 100 Cash Allotment to the Promoter 17,370,000 1,737 ,000,000 May 19, 1992 450,000 100 100 Cash Allotment to the Promoter 17,820,000 1,782,000,000 February 05, 1993 500,000 100 100 Cash Allotment to the Promoter 18,320,000 1,832,000,000 March 05, 1993 500,000 100 100 Cash Allotment to the Promoter 18,820,000 1,882,000,000 July 27, 1994 500,000 100 100 Cash Allotment to the Promoter 19,320,000 1,932,000,000 February 09, 1995 200,000 100 100 Cash Allotment to the Promoter 19,520,000 1,952,000,000 June 27, 1995 400,000 100 100 Cash Allotment to the Promoter 19,920,000 1,992,000,000 March 31, 2017 4,980,000 100 - - Bonus issue (ratio of one equity share 24,900,000 2,490,000,000 67 Date of allotment of Equity Shares/ date when fully paid up No. of Equity Shares allotted Face Value (₹) Issue / Buy - back price per Equity Share (₹) Nature of conside ration Nature of allotment Cumulative number of Equity Shares Cumulative paid -up Equity Share Capital ( ₹) for every four fully paid up equity share held) Pursuant to shareholders resolution dated September 22, 2017 , the E quity Shares of face value of ₹100 each were split into ten Equity Shares of the face value of ₹10 each. Accordingly, the issued and paid up capital of our Company stood revised from 24,900,000 Equity Shares of ₹100 each to 249,000,000 Equity Shares of ₹10 each. December 08 , 2017** (24,900,0 00) 10 101.80 Cash Buy -back of Equity Shares from the shareholder s 224,100,000 2,241,000,000 *part payment for the allotment of 22,500 Equity Shares each was made by British India Steam Navigation Company Limited and Peninsular & Oriental Steam Navigation Company . The Equity Shares were fully paid up on March 30, 1950. ** Buy back of 24,900,000 Equity Shares by our Company at a price of ₹101.80 per Equity Share from the existing shareholders as authorized by our Board through a resolution dated September 22, 2017. (1) Subscription of one Equity Share each by A.O. Brown and R.R. Hadd ow and allotment of one Equity Share each to A.K.G. Hogg and W. Keay (2)9,000 Equity Shares were allotted to Peninsular & Oriental Steam Navigation Company Limited, 8,995 Equity Shares were allotted to British India Steam Navigation Company Limited and one Equity Share was allotted to H.M. Muir (3) 22,500 Equity Shares were Allotted to Peninsular & Oriental Steam Navigation Company Limited and 22,500 Equity Shares were allotted to British India Steam Navigation Company Limited #Note: RoC filings pertaining to the allotments prior to March 31, 2017 as per the table above are not traceable. Please refer to the section titled “Risk Factors – We do not have access to records and data pertaining to certain historical legal and secret arial information in relation to certain disclosures. Further, there are certain discrepancies in the records available with us ” on page 34. All allotments made po st February 20, 1962 were made to the President of India, acting through the MoD , and his nominees pursuant to the acquisition of the Company by the GoI. (ii) History of preference share capital of our Company The following table sets out the history of the preference share capital of our Company: Date of allotmen t/redem ption Number of preference Shares allotted /(redeeme d) Fac e val ue (₹) Issu e pric e /con versi on pric e (₹) Nature of consider ation Details Cumulat ive number of preferen ce shares Cumulati ve preferenc e share capital April 2 1, 1999 12,372,000 100 - Other than cash Conversion of Government loan amounting to ₹985.5 million plus accumulated interest of ₹251.7 million (upto March 31, 1997) 12,372,0 00 1,237,200, 000 68 Date of allotmen t/redem ption Number of preference Shares allotted /(redeeme d) Fac e val ue (₹) Issu e pric e /con versi on pric e (₹) Nature of consider ation Details Cumulat ive number of preferen ce shares Cumulati ve preferenc e share capital aggregating to ₹1,237.2 million by issue of 12 ,372,000, 7% Redeemable Cumulative Preference shares March 31, 2000 (1,600,000) 100 100 Cash Redemption of 7% Redeemable Cumulative Preference Shares 10,772,0 00 1,077,200, 000 Septemb er 22, 2000 (874,400) 100 100 Cash Redemption of 7% Redeemable Cumulative Preference Shares 9,897,60 0 989,760,0 00 October 01, 2007 * (2,474,400) 100 100 Cash Redemption of 7% Redeemable Cumulative Preference Shares 7,423,20 0 742,320,0 00 2008 - 2009 * (2,474,400) 100 100 Cash Redemption of 7% Redeemable Cumulative Preference Shares 4,948,80 0 494,880,0 00 2009 -10 * (2,474,400) 100 100 Cash Redemption of 7% Redeemable Cumulative Preference Shares 2,474,40 0 247,440,0 00 2010 -11 * (2,474,400) 100 100 Cash Redemption of 7% Redeemable Cumulative Preference Shares Nil Nil *Note: RoC filings pertaining to all the redemptions after September 22, 2000 as per the table above are not traceable. Please refer to the section titled “Risk Factors – We do not have access to records and data pertaining to certain historical legal and secretarial information in relation to certain disclosures. Further, there are certain discrepancies in the records available with us. ” on page 34 . (iii) Issuance of shares for consideration other than cash or out of revaluation reserves Equity Shares issued for consideration other than cash Date of allotment /transaction No. of Equity Shares Face Value (₹) Issue price per Equity Share (₹) Reasons for allotment Benefits accrued to our Company November 30, 1935 * 17,996 100 - Allotment pursuant to sale agreement dated November 30, 1935 -** *9,000 Equity Shares were allotted to Peninsular & Oriental Steam Navigation Company Limited, 8,995 Equity Shares were allotted to British India Steam Navigation Company Limited and one Equity Share was allotted to H.M. Muir ** We do not have the relevant back -up to ascertain the above disclos ure, for details, p lease refer to the section titled “Risk Factors – We do not have access to records and data pertaining to certain historical legal and secretarial information in relation to certain disclosures. Further, there are certain discrepancies i n the records available with us.” on page 34. Preference Shares issued for consideration other than cash 69 Date of allotment /transaction No. of Preference Shares Face Value (₹) Issue price per Equity Share (₹) Reasons for allotment Benefits accrued to our Company April 21, 1999 * 12,372,000 100 - Conversion of Government loan amounting to ₹985.5 million plus accumulated interest of ₹251.70 million (upto March 31, 1997) aggregating to ₹1,237.2 million by issue of 12,372,000, 7% Redeemable Cumulative Preference shares - *All allotments made post February 20, 1962 were made to the President of India, acting through the MoD, and his nominees pursuant to the acquisition of the Company by the GoI. 2. Details of shareholding of our Promoter in our Company a) As on the date of this Draft Red Herring Prospectus, our Promoter (directly and through his nominees) holds 224,100,000 Equity Shares, equivalent to 100% (including 60 Equity Shares held by six nominees of our Promoter) of the issued, subscribed and paid -up Equity Share capital of our Company. The details regarding our Promoter’s shareholding is set out below. S.

No. Name of the Shareholder Pre - Offer Post - Offer * No. of Equity Shares** % of total Share -holding No. of Equity Shares % of total Share -holding 1. The President of India through Ministry of Defence* 224,100,000 100 [●] [●] Total 224,100,000 100 [●] [●] * Including Equity Shares held by the nominees of our Promoter. ** Equity Shares of face value ₹10 each. b) Build -up of Promoters’ shareholding in our Company The build up of the equity shareholding of our Promoter since incorporation of our Company is set forth in the table below: Date of allotment of Equity Shares/ Date when fully paid up No. of Equity Shares allotted / transfe rred Face Valu e (₹) Issue / Buyb ack price per Equit y Share (₹) Nature of considerat ion Nature of Allotmen t Cumulativ e number of Equity Shar es Percentag e of pre - Offer issued and paid up capital ** Percentage of post - Offer issued and paid up capital ** May 13, 1960 62,995 # 100 100 Cash Transfer of shares to the Promoter 62,995 0.28 0.28 February 20, 1962 10,000 100 100 Cash Allotment to the Promoter 72,995 0.04 0.04 November 22, 1963 25,000 100 100 Cash Allotment to the Promoter 97,995 0.11 0.11 November 24, 1964 10,000 100 100 Cash Allotment to the Promoter 107,995 0.04 0.04 70 Date of allotment of Equity Shares/ Date when fully paid up No. of Equity Shares allotted / transfe rred Face Valu e (₹) Issue / Buyb ack price per Equit y Share (₹) Nature of considerat ion Nature of Allotmen t Cumulativ e number of Equity Shar es Percentag e of pre - Offer issued and paid up capital ** Percentage of post - Offer issued and paid up capital ** August 24, 1965 20,000 100 100 Cash Allotment to the Promoter 127,995 0.09 0.09 January 25, 1966 40,000 100 100 Cash Allotment to the Promoter 167,995 0.18 0.18 July 19, 1966 16,000 100 100 Cash Allotment to the Promoter 183,995 0.07 0.07 September 22, 1966 32,000 100 100 Cash Allotment to the Promoter 215,995 0.14 0.14 March 31, 1967 52,000 100 100 Cash Allotment to the Promoter 267,995 0.23 0.23 September 20, 1967 32,000 100 100 Cash Allotment to the Promoter 299,995 0.14 0.14 September 23, 1970 30,000 100 100 Cash Allotment to the Promoter 329,995 0.13 0.13 September 23, 1971 25,000 100 100 Cash Allotment to the Promoter 354,995 0.11 0.11 December 07, 1972 25,000 100 100 Cash Allotment to the Promoter 379,995 0.11 0.11 March 11, 1974 50,000 100 100 Cash Allotment to the Promoter 429,995 0.22 0.22 April 15, 1974 10,000 100 100 Cash Allotment to the Promoter 439,995 0.04 0.04 January 30, 1975 50,000 100 100 Cash Allotment to the Promoter 489,995 0.22 0.22 April 13, 1978 110,000 100 100 Cash Allotment to the Promoter 599,995 0.49 0.49 January 17, 1979 100,000 100 100 Cash Allotment to the Promoter 699,995 0.45 0.45 December 18, 1979 100,000 100 100 Cash Allotment to the Promoter 799,995 0.45 0.45 April 21, 1980 50,000 100 100 Cash Allotment to the Promoter 849,995 0.22 0.22 March 12, 1981 200,000 100 100 Cash Allotment to the Promoter 1,049,995 0.89 0.89 71 Date of allotment of Equity Shares/ Date when fully paid up No. of Equity Shares allotted / transfe rred Face Valu e (₹) Issue / Buyb ack price per Equit y Share (₹) Nature of considerat ion Nature of Allotmen t Cumulativ e number of Equity Shar es Percentag e of pre - Offer issued and paid up capital ** Percentage of post - Offer issued and paid up capital ** June 24, 1981 300,000 100 100 Cash Allotment to the Promoter 1,349,995 1.34 1.34 March 29, 1982 600,000 100 100 Cash Allotment to the Promoter 1,949,995 2.68 2.68 June 26, 1982 650,000 100 100 Cash Allotment to the Promoter 2,599,995 2.90 2.90 March 31, 1983 1,200,0 00 100 100 Cash Allotment to the Promoter 3,799,995 5.35 5.35 April 16, 1983 500,000 100 100 Cash Allotment to the Promoter 4,299,995 2.23 2.23 June 24, 1983 600,000 100 100 Cash Allotment to the Promoter 4,899,995 2.68 2.68 September 29, 1983 800,000 100 100 Cash Allotment to the Promoter 5,699,995 3.57 3.57 June 29, 1984 200,000 100 100 Cash Allotment to the Promoter 5,899,995 0.89 0.89 August 06, 1984 85,000 100 100 Cash Allotment to the Promoter 5,984,995 0.38 0.38 March 28, 1985 800,000 100 100 Cash Allotment to the Promoter 6,784,995 3.57 3.57 June 27, 1985 200,000 100 100 Cash Allotment to the Promoter 6,984,995 0.89 0.89 June 06, 1986 500,000 100 100 Cash Allotment to the Promoter 7,484,995 2.23 2.23 August 01, 1986 1,300,0 00 100 100 Cash Allotment to the Promoter 8,784,995 5.80 5.80 September 08, 1986 1,200,0 00 100 100 Cash Allotment to the Promoter 9,984,995 5.35 5.35 June 06, 1987 150,000 100 100 Cash Allotment to the Promoter 10,134,995 0.67 0.67 December 11, 1987 1,300,0 00 100 100 Cash Allotment to the Promoter 11,434,995 5.80 5.80 December 21, 1988 1,000,0 00 100 100 Cash Allotment to the Promoter 12,434,995 4.46 4.46 72 Date of allotment of Equity Shares/ Date when fully paid up No. of Equity Shares allotted / transfe rred Face Valu e (₹) Issue / Buyb ack price per Equit y Share (₹) Nature of considerat ion Nature of Allotmen t Cumulativ e number of Equity Shar es Percentag e of pre - Offer issued and paid up capital ** Percentage of post - Offer issued and paid up capital ** May 19, 1989 200,000 100 100 Cash Allotment to the Promoter 12,634,995 0.89 0.89 May 19, 1989 600,000 100 100 Cash Allotment to the Promoter 13,234,995 2.68 2.68 August 10, 1989 1,000,0 00 100 100 Cash Allotment to the Promoter 14,234,995 4.46 4.46 May 02, 1990 935,000 100 100 Cash Allotment to the Promoter 15,169,995 4.17 4.17 June 18, 1990 1,700,0 00 100 100 Cash Allotment to the Promoter 16,869,995 7.59 7.59 September 30, 1991 500,000 100 100 Cash Allotment to the Promoter 17,369,995 2.23 2.23 May 19, 1992 450,000 100 100 Cash Allotment to the Promoter 17,819,995 2.01 2.01 February 05, 1993 500,000 100 100 Cash Allotment to the Promoter 18,319,995 2.23 2.23 March 05, 1993 500,000 100 100 Cash Allotment to the Promoter 18,819,995 2.23 2.23 July 27, 1994 500,000 100 100 Cash Allotment to the Promoter 19,319,995 2.23 2.23 February 09, 1995 200,000 100 100 Cash Allotment to the Promoter 19,519,995 0.89 0.89 June 27, 1995 400,000 100 100 Cash Allotment to the Promoter 19,919,995 1.78 1.78 March 31, 2017 4,980,0 00 100 - - Bonus issue (ratio of one equity share for every four fully paid up equity share held) 24,899,995 22.22 22.22 August 23, 2017 (1) 100 100 Cash Transfer of Equity Shares from President of India to 24,899,994 Negligible Negligible 73 Date of allotment of Equity Shares/ Date when fully paid up No. of Equity Shares allotted / transfe rred Face Valu e (₹) Issue / Buyb ack price per Equit y Share (₹) Nature of considerat ion Nature of Allotmen t Cumulativ e number of Equity Shar es Percentag e of pre - Offer issued and paid up capital ** Percentage of post - Offer issued and paid up capital ** its nominees With effect from September 22, 2017 , the Equity Shares of face value of ₹100 each were split into ten Equity Shares of the face value of ₹10 each. Accordingly, the shareholding of the Promoter stood revised from 24,899,994 Equity Shares of ₹100 each to 248,999,940 Equity Sh ares of ₹10 each. December 08, 2017** * (24,900, 000) 10 101.8 0 Cash Buy - back by our Company of Equity Shares from the sharehold ers 224,099,94 0 11.11 11.11 Total 10 10 224,099,94 0* 100.00 * 100.00 #Five equity shares were held by the nominees of our Promoter. *60 Equity Shares are held by the nominees of our Promoter, who together with its nominees hold 224,100,000 Equity Shares. **Adjusted for split, as applicable ***Buy back of 24,900,000 Equity Shares by our Company at a price of ₹101.80 per Equity Share from the existing shareholders as authorized by our Board through a resolution dated September 22, 2017. All the Equity Shares held by our Promoter were fully paid -up as at the dates they were acquired by our Promoter . c) Details of Promoter contribution and lock in : Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post Offer paid up Equity Share capital of our Company held by our Promoter shall be considered as minimum Promoter ’s contribution and locked -in for a period of three years from the date of Allotment under this Offer. (“Promoter’s Contribution ”) and the balance portion shall be l ocked in for a period of one year from the date of Allotment. The President of India, acting through the MoD has, vide letter bearing reference No. 23(60)/2015/D(NS - I) Vol. II dated August 05, 2019 consented to include 44,820,000 Equity Shares held by it, constituting 20% of the fully diluted post -Offer Equity Share capital of our Company as Promoter’s Contribution, and has agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Prom oter’s Contribution from the date of this Draft Red Herring Prospectus, until the commencement of the lock -in period specified above, or for such other time as required under SEBI ICDR Regulations. Details of the Promoter’s Contribution are as provided below: Name of promote r No. of Equity Shares Date on which Equity Shares were allotted/ acquired Nature of issue Issue price/ acquisitio n price (₹) Nature of payment of consideratio n Number of Equity Shares locked –in % of post - Offer paid -up capital * * No. of pledge d Equity Shares Presiden t of India 62,995* May 13, 1960 Transfer of shares to the Promoter 100 Cash 629,950* 0.28 Nil 74 Name of promote r No. of Equity Shares Date on which Equity Shares were allotted/ acquired Nature of issue Issue price/ acquisitio n price (₹) Nature of payment of consideratio n Number of Equity Shares locked –in % of post - Offer paid -up capital * * No. of pledge d Equity Shares Presiden t of India 10,000* February 20, 1962 Allotmen t of shares to the Promoter 100 Cash 100,000* 0.04 Nil Presiden t of India 25,000* Novembe r 22, 1963 Allotmen t of shares to the Promoter 100 Cash 250,000* 0.11 Nil Presiden t of India 10,000* Novembe r 24, 1964 Allotmen t of shares to the Promoter 100 Cash 100,000* 0.04 Nil Presiden t of India 20,000* August 24, 1965 Allotmen t of shares to the Promoter 100 Cash 200,000* 0.09 Nil Presiden t of India 40,000* January 25, 1966 Allotmen t of shares to the Promoter 100 Cash 400,000* 0.18 Nil Presiden t of India 16,000* July 19, 1966 Allotmen t of shares to the Promoter 100 Cash 160,000* 0.07 Nil Presiden t of India 32,000* Septembe r 22, 1966 Allotmen t of shares to the Promoter 100 Cash 320,000* 0.14 Nil Presiden t of India 52,000* March 31, 1967 Allotmen t of shares to the Promoter 100 Cash 520,000* 0.23 Nil Presiden t of India 32,000* Septembe r 20, 1967 Allotmen t of shares to the Promoter 100 Cash 320,000* 0.14 Nil Presiden t of India 30,000* Septembe r 23, 1970 Allotmen t of shares to the Promoter 100 Cash 300,000* 0.13 Nil Presiden t of India 25,000* Septembe r 23, 1971 Allotmen t of shares to the Promoter 100 Cash 250,000* 0.11 Nil 75 Name of promote r No. of Equity Shares Date on which Equity Shares were allotted/ acquired Nature of issue Issue price/ acquisitio n price (₹) Nature of payment of consideratio n Number of Equity Shares locked –in % of post - Offer paid -up capital * * No. of pledge d Equity Shares Presiden t of India 25,000* Decembe r 07, 1972 Allotmen t of shares to the Promoter 100 Cash 250,000* 0.11 Nil Presiden t of India 50,000* March 11, 1974 Allotmen t of shares to the Promoter 100 Cash 500,000* 0.22 Nil Presiden t of India 10,000* April 15, 1974 Allotmen t of shares to the Promoter 100 Cash 100,000* 0.04 Nil Presiden t of India 50,000* January 30, 1975 Allotmen t of shares to the Promoter 100 Cash 500,000* 0.22 Nil Presiden t of