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PROSPECTUS Dated : January 27, 2006

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PROSPECTUS Dated : January 27, 2006 PROSPECTUS Dated : January 27, 2006 (The Company was incorporated on January 16, 1992 under the Companies Act, 1956. In November 2001, our Registered Office was changed from Jayalakshmi Estates, First Floor No. 8, Haddows Road, Chennai 600 006 to DP: 36, SIDCO Industrial Estate, Thirumazhisai, Chennai-602 107. Telephone: + 91 44 2681 1569, 2681 1570 Fax: + 91 44 2681 1568 Contact Person: Mr. V. Balasubramanian Email: [email protected], Website: www.indo-tech.com Public Issue of 3,945,130 Equity Shares of Rs. 10/- each for cash at a price of Rs. 130/- per Equity Share aggregating to Rs. 512,866,900 (the 'Issue') by Indo Tech Transformers Limited ("Company" or "Issuer") consisting of fresh issue of 2,956,750 equity shares and offer for sale of 397,480 shares of Rs 10/- each by Mr. P. S. Jagdish and 590,900 shares of Rs. 10/- each by Twenty First Century Management Services Limited ("Offerors"). The Fresh Issue and the Offer for Sale are jointly referred to herein as the "Issue". 50,000 Equity Shares will be reserved in the Issue for subscription by eligible employees. The Net Issue to the Public is of 3,895,130 Equity Shares of Rs. 10/- each at a price of Rs. 130 per Equity Share aggregating Rs. 506,366,900 (the "Net Issue"). The Issue would constitute 37.15% of the fully diluted post issue paid up Equity Capital of the Company. The face value of the shares is Rs. 10 and the issue price is 13 times of the face value. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of Indo Tech Transformers Limited (the "Company"), there has been no formal market for the shares of the Company. The face value of the shares of the Company is Rs.10/- per share and the Issue Price of Rs. 130/- per share is 13 times of the face value of the shares of the Company. The issue price (as has been determined and justified by the Lead Manager and Indo Tech Transformers Limited as stated herein under the paragraph on Basis of Issue Price) should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding an active or sustained trading in the shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled 'Risk Factors' beginning on page iii of this Prospectus. OFFERORS AND ISSUER'S ABSOLUTE RESPONSIBILITY The Offerors and the Company having made all reasonable inquiries, accept responsibility for and confirm that this Prospectus contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares are proposed to be listed on The National Stock Exchange of India Ltd. (NSE) (the Designated Stock Exchange) and The Stock Exchange, Mumbai (BSE). The in-principle approvals have been received from these Stock Exchanges for listing of the Equity Shares vide NSE letter dated December 22, 2005 and BSE letter dated December 27, 2005 respectively. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE Enam Financial Consultants Private Limited Intime Spectrum Registry Limited 801, Dalamal Tower, C-13, Pannalal Silk Mills Compound, Nariman Point, L.B.S. Marg, Bhandup (W), Mumbai 400 021 Mumbai 400 078 Tel: + 91 22 56381800, Fax: + 91 22 22846824 Tel: +91 22 5555 5454, Fax: +91 22 5555 5353 Email: [email protected] Email: ittl.ipo@ intimespectrum.com Website : www.enam.com Website: www.intimespectrum.com Contact person: Mr. Ashish Kumbhat Contact person: Mr. Vishwas Attavar ISSUE PROGRAMME ISSUE OPENS ON: FEBRUARY 10, 2006 ISSUE CLOSES ON: FEBRUARY 16, 2006 TABLE OF CONTENTS Page SECTION I - GENERAL DEFINITIONS, ABBREVIATIONS & TECHNICAL TERMS ......................................................................... a SECTION II: RISK FACTORS CERTAIN CONVENTIONS; USE OF MARKET DATA ................................................................................ i FORWARD LOOKING STATEMENTS ........................................................................................................ ii RISK FACTORS ........................................................................................................................................... iii SECTION III: INTRODUCTION SUMMARY .................................................................................................................................................... 1 SUMMARY OF FINANCIAL DATA ............................................................................................................... 3 THE ISSUE ................................................................................................................................................... 5 GENERAL INFORMATION. ......................................................................................................................... 6 CAPITAL STRUCTURE................................................................................................................................ 10 OBJECTS OF THE ISSUE ........................................................................................................................... 17 BASIS FOR ISSUE PRICE ........................................................................................................................... 26 STATEMENT OF TAX BENEFITS. .............................................................................................................. 28 SECTION IV: ABOUT US INDUSTRY OVERVIEW.. ............................................................................................................................. 35 OUR BUSINESS ........................................................................................................................................... 44 REGULATIONS AND POLICIES IN INDIA.. ................................................................................................ 57 OUR HISTORY AND CORPORATE MATTERS .......................................................................................... 58 OUR MANAGEMENT ................................................................................................................................... 63 OUR PROMOTERS ...................................................................................................................................... 77 OUR PROMOTER GROUP .......................................................................................................................... 78 CURRENCY OF PRESENTATION. ............................................................................................................. 85 DIVIDEND POLICY ...................................................................................................................................... 86 RELATED PARTY TRANSACTIONS ........................................................................................................... 87 SECTION V: FINANCIAL INFORMATION OUR FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 2001, 2002, 2003, 2004, 2005 AND FOR THE HALF YEAR ENDED SEPTEMBER 30, 2005 .................................................................... 88 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................................................................................................... 130 SECTION VI: LEGAL AND OTHER INFORMATION DETAILS OF OUTSTANDING LITIGATION ................................................................................................ 143 GOVERNMENT APPROVALS ..................................................................................................................... 150 MATERIAL DEVELOPMENTS ..................................................................................................................... 163 SECTION VII: OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................ 164 SECTION VIII: ISSUE RELATED INFORMATION ..................................................................................... 170 SECTION IX: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ..................................................... 179 SECTION X: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONS .................................. 203 SECTION XI: DECLARATION ..................................................................................................................... 204 2 SECTION I DEFINITIONS AND ABBREVIATIONS DEFINITIONS Term Description "ITTL" or "the Company" or
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