C M Y K RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated July 7, 2007 100% Book Built Issue OMAXE LIMITED (Incorporated on March 8, 1989 as Omaxe Builders Private Limited under the Companies Act, 1956. We changed our name to Omaxe Construction Private Limited, which was approved by the Registrar of Companies, National Capital Territory of Delhi and Haryana through their approval letter dated March 4, 1997. We converted to a public company with the name of Omaxe Construction Limited by passing a special resolution in terms of section 31/21 read with section 44 of the Companies Act, 1956, which was approved by the Registrar of Companies, National Capital Territory of Delhi and Haryana through their approval letter dated August 10, 1999. We changed our name to Omaxe Limited with effect from June 6, 2006.) Registered Office: 7, Local Shopping Centre, Kalkaji, New Delhi 110 019, India. Tel: +91 11 41893100/41896680-85; Fax: +91 11 41896653/41896655/41896799 Contact Person: Mr. Venkat Rao; Email: [email protected]; Website: www.omaxe.com PUBLIC ISSUE OF UP TO 17,796,520 EQUITY SHARES OF Rs. 10 EACH (“EQUITY SHARES”) FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE AGGREGATING RS. [z] MILLION BY OMAXE LIMITED (“OMAXE”, “THE COMPANY” OR “THE ISSUER”). ADDITIONALLY, THERE IS A GREEN SHOE OPTION OF UPTO 1,750,000 EQUITY SHARES TO BE OFFERRED FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE, AGGREGATING RS. [z] MILLION. THE ISSUE SHALL CONSTITUTE 11.20% OF THE FULLY DILUTED POST-ISSUE CAPITAL OF OUR COMPANY, ASSUMING THE GREEN SHOE OPTION IS EXERCISED AND SHALL CONSTITUTE 10.30% OF THE FULLY DILUTED POST-ISSUE CAPITAL OF OUR COMPANY, ASSUMING THE GREEN SHOE OPTION IS NOT EXERCISED. THE FRESH ISSUE AND THE GREEN SHOE OPTION ARE JOINTLY REFERRED TO AS THE “ISSUE”. 296,520 EQUITY SHARES OF RS. [z] EACH WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY EMPLOYEES (AS DEFINED HEREIN) (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE OTHER THAN THE EMPLOYEE RESERVATION PORTION SHALL BE CALLED THE “NET ISSUE”. PRICE BAND: RS. 265 TO RS. 310 PER EQUITY SHARE OF FACE VALUE RS. 10 EACH THE FACE VALUE OF EQUITY SHARE IS RS. 10 EACH AND THE FLOOR PRICE IS 26.5 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 31.0 TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the Global Coordinators and Joint BRLMs and the Book Running Lead Manager at the terminals of the Syndicate. In terms of Rule 19(2)(b) of the SCRR, this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders, out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above Issue price. If at least 60% of the Net Issue cannot be allocated to QIB Bidders, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 296,520 Equity Shares shall be available for allocation on a proportionate basis to the Employees, subject to valid Bids being received at or above the Issue Price. We have not opted for grading of the Issue. RISK IN RELATION TO ISSUE This being the first issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 and the Issue Price is [z] times of the face value. The Issue Price (as determined by the Company in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares by way of Book Building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in 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 Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page xi of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approval from the BSE and the NSE for the listing of our Equity Shares pursuant to letters dated January 16, 2007, and January 18, 2007, respectively. BSE shall be the Designated Stock Exchange. GLOBAL COORDINATORS AND JOINT BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGER REGISTRAR JM Financial Consultants Intime Spectrum Registry Limited DSP Merrill Lynch Limited Citigroup Global Markets UBS Securities India C-13, Pannalal Silk Mills Compound, th Private Limited Mafatlal Centre, 10 Floor, India Private Limited Private Limited 141, Maker Chambers III, Nariman Point, L.B.S Marg, Bhandup (West) Nariman Point, 12th floor, Bakhtawar, Nariman Point 2/F Hoechst House, Nariman Point, Mumbai - 400 021, India. Mumbai 400 078 Mumbai 400 021, India Mumbai 400 021, India Mumbai 400 021, India Tel: + 91 22 6630 3030 Tel: +91 22 2596 0320-28 Tel: +91 22 2262 1071 Tel: +91 22 6631 9999 Tel: +91 22 2286 2000 Fax: + 91 22 2204 7185 Fax: +91 22 2596 0329 Fax: +91 22 2262 1187 Fax: +91 22 6631 9803 Fax: +91 22 2281 4676 E-mail: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] E-mail: [email protected] Website: www.jmfinancial.in Website: www.intimespectrum.com ISSUE PROGRAMME BID/ISSUE OPENS ON: JULY 17, 2007 BID/ISSUE CLOSES ON: JULY 20, 2007 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS......................................................................................................................... i CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA ............................................... viii FORWARD-LOOKING STATEMENTS ......................................................................................................................... ix RISK FACTORS ............................................................................................................................................................ xi SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGIES ........................................................................ 1 GENERAL INFORMATION ........................................................................................................................................... 5 THE ISSUE ................................................................................................................................................................... 14 GREEN SHOE OPTION................................................................................................................................................ 16 SUMMARY OF FINANCIAL INFORMATION ............................................................................................................... 19 CAPITAL STRUCTURE ................................................................................................................................................ 24 OBJECTS OF THE ISSUE............................................................................................................................................ 33 TERMS OF THE ISSUE ...............................................................................................................................................