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Draft red herring prospectus

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Red herring prospectus

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A list of outstanding dues to material creditors as of September 30, 2023, along with the name and amount involved for each such Material Creditor.

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Audited financials of the Company for the past three full financial years

  • Audited financials FY 2023 download
  • Audited financials FY 2022 download
  • Audited financials FY 2021
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The following information based on the audited financial statements of Airtel Malawi Public Limited Company, Airtel Uganda Limited and Airtel Networks Zambia Plc for the preceding three years:

i) reserves (excluding revaluation reserve);
ii) sales;
iii) profit after tax;
iv) earnings per share;
v) diluted earnings per share; and
vi) net asset value

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Industry report

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CRISIL engagement letter

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Basis of Allotment advertisement

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1. Offer Agreement dated January 19, 2024 and amendment agreement dated March 15, 2024.

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2. Registrar Agreement dated January 19, 2024

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3. Cash Escrow and Sponsor Bank Agreement dated March 22, 2024.

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4. Share Escrow Agreement dated March 21, 2024.

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5. Syndicate Agreement dated March 22, 2024.

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1. Memorandum of Association and Articles of Association.

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2. Certificate of incorporation and certificate for commencement of business.

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3. Fresh certificate of incorporation consequent to the change in the name.

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4. Resolutions of the Board and the Shareholders approving the Offer.

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5. Resolution of the Board approving the Draft Red Herring Prospectus.

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6. Resolution of the Board dated March 22, 2024 approving this Red Herring Prospectus.

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7. Resolution of the Board dated March 15, 2024, taking on record the consent of the Selling Shareholder to participate in the Offer for Sale.

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8. Resolution of the Board dated January 19, 2024 approving the business-related strategies of the Company.

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9. Consent letter from the Selling Shareholder authorising its participation in the Offer.

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10. Annual reports for the Financial Years ended March 31, 2023, 2022 and 2021.

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11. The examination report dated March 15, 2024 of the Statutory Auditor, on our Restated Financial Information, included in this Red Herring Prospectus.

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12. The statement of possible special tax benefits dated March 22, 2024 issued by the Statutory Auditor.

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13. Written consent of the Directors, Company Secretary and Compliance Officer, Promoter, the BRLMs, the Syndicate Members, legal counsel to our Company as to Indian law, international legal counsel to the Company, Registrar to the Offer, Independent Chartered Accountant, Escrow Collection Bank, Refund Bank, Public Offer Account Bank and Sponsor Banks, Bankers to our Company, as referred to in their specific capacities.

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14. Certificate dated March 22, 2024 issued by J. C. Bhalla & Co, Chartered Accountants, certifying the KPIs of the Company.

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15. Resolution dated March 15, 2024 passed by the Audit Committee approving the KPIs for disclosure.

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16. Written consent dated March 22, 2024 from Deloitte Haskins & Sells LLP, Chartered Accountants.

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17. Written consent dated January 19, 2024 from J. C. Bhalla & Co, Independent Chartered Accountant.

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18. Written consent dated March 22, 2024 from Inttl Advocare, Intellectual Property Consultants & Attorneys, to include their name as Intellectual Property consultants and as an “expert” as defined under Section 2(38) of the Companies Act.

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19. Written consent dated January 19, 2024 from M/s. Prakash Verma & Associates, Practicing Company Secretary.

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20. CRISIL’s consent letter dated March 12, 2024 for the CRISIL Report.

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21. The report titled “Assessment of telecom industry in India” dated March 2024 prepared by CRISIL.

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22. Shareholders’ agreement between amongst Telecommunications Consultants India Limited and Bharti Airtel Limited (formerly known as Bharti Tele-Ventures Limited).

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23. Universal Service Obligation Fund Agreement for provision of mobile services in identified uncovered villages and along national highways.

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24. Universal Service Obligation Fund Agreement for provision of 4G based mobile services in identified uncovered villages and along national highways in Meghalaya.

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25. Universal Service Obligation Fund Agreement for provision of 4G based mobile services in identified uncovered villages in aspirational districts in Rajasthan.

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26. Universal Service Obligation Fund Agreement for provision of 4G based mobile services in identified uncovered villages in Arunachal Pradesh.

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27. Composite Scheme of Arrangement of Tata Teleservices Limited, Bharti Airtel Limited (Promoter) and the Company alongwith their respective shareholders and creditors as sanctioned by the National Company Law Tribunal, Principal Bench, New Delhi.

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28. Due diligence certificate dated January 19, 2024, addressed to SEBI from the BRLMs.

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29. In-principle approvals each dated February 23, 2024 issued by BSE and NSE.

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30. Tripartite agreement dated August 12, 2016 between our Company, NSDL and the Registrar to the Company.

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31. Tripartite agreement dated August 9, 2016 between our Company, CDSL and the Registrar to the Company.

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32. Exemption application filed by our Company dated November 30, 2023 seeking exemption under Regulation 300(1)(a) of the SEBI ICDR Regulations.

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33. Letter dated March 7, 2024 submitted by our Company to SEBI withdrawing the exemption application dated November 30, 2023 seeking exemption under Regulation 300(1)(a) of the SEBI ICDR Regulations.

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34. SEBI observation letter bearing reference number SEBI/HO/CFD/RAC-DIL2/P/OW/2024/10109/1 dated March 11, 2024.

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DISCLAIMER - IMPORTANT

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the draft red herring prospectus of Bharti Hexacom Limited (the “Company”) dated January 19, 2024 (the “Draft Red Herring Prospectus”) filed with the Securities and Exchange Board of India (“SEBI”) and hosted on this website in connection with the initial public offering of the equity shares of the Company (the “Offer”). You are advised to read the following notice carefully before accessing the Draft Red Herring Prospectus. In accessing the Draft Red Herring Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

The Draft Red Herring Prospectus is directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the Draft Red Herring Prospectus, is not for publication or distribution, directly or indirectly, in or into the United States. No part of the contents of the Draft Red Herring Prospectus shall be copied or duplicated in any form by any means or redistributed.

The Draft Red Herring Prospectus has been hosted on this website as prescribed under Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). Our Company has taken all necessary steps to ensure that the contents of the Draft Red Herring Prospectus as appearing on this website are identical to the Draft Red Herring Prospectus filed with the SEBI. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company nor any of its affiliates accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data.

The Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction and is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company or any of its affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

Any person into whose possession the Draft Red Herring Prospectus comes is required to inform himself or herself about and to observe any such restrictions. Neither the Company nor any of its affiliates is soliciting any action based on the Draft Red Herring Prospectus, and it should not be construed as an offer to sell or the solicitation of an offer to buy any securities. Potential investors should not rely on the Draft Red Herring Prospectus for any investment decision.

Any decision on whether to invest in the equity shares described in the Draft Red Herring Prospectus may only be made after a red herring prospectus has been filed with the Registrar of Companies, Delhi and Haryana at New Delhi and the SEBI and must be made solely on the basis of such red herring prospectus, as there may be material changes in the red herring prospectus compared to the Draft Red Herring Prospectus. Invitations to subscribe to or purchase the equity shares in the Offer will be made only pursuant to the red herring prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the red herring prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to Bid for equity shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which shall contain the selling restrictions for the Offer outside India.

Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section titled “Risk Factors” of the red herring prospectus, when available.

Neither the Company nor any of its affiliates will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website. The Company and its affiliates cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Draft Red Herring Prospectus beyond the date of the Draft Red Herring Prospectus. The information contained in the Draft Red Herring Prospectus may not be updated since its original publication date and may not reflect the latest updates. The Company and its affiliates will not be responsible for any loss to any person or entity caused by any shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website. Neither the Company, any of its affiliates nor their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials.

If you are not permitted to view the materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.




To access this information, you must confirm by pressing on the button marked "I Confirm" that, at the time of access you are located and resident in India. If you cannot make this confirmation, you must press the button marked "I Do Not Confirm".

The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.




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DISCLAIMER - IMPORTANT

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the draft red herring prospectus of Bharti Hexacom Limited (the “Company”) dated January 19, 2024 (the “Draft Red Herring Prospectus”) filed with the Securities and Exchange Board of India (“SEBI”) and hosted on this website in connection with the initial public offering of the equity shares of the Company (the “Offer”). You are advised to read the following notice carefully before accessing the Draft Red Herring Prospectus. In accessing the Draft Red Herring Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

The Draft Red Herring Prospectus is directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the Draft Red Herring Prospectus, is not for publication or distribution, directly or indirectly, in or into the United States. No part of the contents of the Draft Red Herring Prospectus shall be copied or duplicated in any form by any means or redistributed.

The Draft Red Herring Prospectus has been hosted on this website as prescribed under Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). Our Company has taken all necessary steps to ensure that the contents of the Draft Red Herring Prospectus as appearing on this website are identical to the Draft Red Herring Prospectus filed with the SEBI. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company nor any of its affiliates accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data.

The Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction and is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company or any of its affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

Any person into whose possession the Draft Red Herring Prospectus comes is required to inform himself or herself about and to observe any such restrictions. Neither the Company nor any of its affiliates is soliciting any action based on the Draft Red Herring Prospectus, and it should not be construed as an offer to sell or the solicitation of an offer to buy any securities. Potential investors should not rely on the Draft Red Herring Prospectus for any investment decision.

Any decision on whether to invest in the equity shares described in the Draft Red Herring Prospectus may only be made after a red herring prospectus has been filed with the Registrar of Companies, Delhi and Haryana at New Delhi and the SEBI and must be made solely on the basis of such red herring prospectus, as there may be material changes in the red herring prospectus compared to the Draft Red Herring Prospectus. Invitations to subscribe to or purchase the equity shares in the Offer will be made only pursuant to the red herring prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the red herring prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to Bid for equity shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which shall contain the selling restrictions for the Offer outside India.

Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section titled “Risk Factors” of the red herring prospectus, when available.

Neither the Company nor any of its affiliates will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website. The Company and its affiliates cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Draft Red Herring Prospectus beyond the date of the Draft Red Herring Prospectus. The information contained in the Draft Red Herring Prospectus may not be updated since its original publication date and may not reflect the latest updates. The Company and its affiliates will not be responsible for any loss to any person or entity caused by any shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website. Neither the Company, any of its affiliates nor their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials.

If you are not permitted to view the materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.




To access this information, you must confirm by pressing on the button marked "I Confirm" that, at the time of access you are located and resident in India. If you cannot make this confirmation, you must press the button marked "I Do Not Confirm".

The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.




I Confirm