RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated April 28, 2006 100% Book Building Issue Deccan Aviation Limited (Our Company was incorporated as Deccan Aviation Private Limited on June 15, 1995 and was converted to a public limited company by a resolution of the members passed at the extra ordinary general meeting held on January 31, 2005. The fresh certificate of incorporation consequent on change of name was granted to our Company on March 14, 2005, by the Registrar of Companies, Karnataka) Registered Office: 35/2, Cunningham Road, Bangalore 560 052, Karnataka, India For changes in the registered office, please see the section entitled “History and Corporate Structure” on page 20 Tel: + 91 80 4114 8190-99; Fax: + 91 80 4114 8849; Website: www.airdeccan.net Corporate Office: 35/2, Cunningham Road, Bangalore 560 052, Karnataka, India. Contact Person/Compliance Officer: Radhika Venkatesh Tel: + 91 80 4114 8190-99 Fax: + 91 80 4114 8849 Email: [email protected] PUBLIC ISSUE OF 24,546,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE AGGREGATING RS. [●] MILLION (THE “ISSUE”). THE ISSUE WOULD CONSTITUTE 25% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. PRICE BAND: RS. 150 TO RS. 175 PER EQUITY SHARE OF FACE VALUE RS. 10. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS 15.0 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 17.5 TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited, by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers and at the terminals of the Syndicate. The Issue is being made through the 100% Book Building Process wherein at least 50% of the Issue shall be allotted to Qualified Institutional Buyers on a proportionate basis out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Further, not less than 15% of the Issue would be allocated to Non-Institutional Bidders and not less than 35% of the Issue would be allocated to Retail Individual Bidders on a proportionate basis, subject to valid bids being received from them at or above the Issue Price. We have not opted for any IPO grading for the Issue. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is [●] 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 offered 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 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 Issuer 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 entitled “Risk Factors” beginning on page j. 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 ARRANGEMENT The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited. We have received in-principle approval from these Stock Exchanges for the listing of our Equity Shares pursuant to letters dated February 22, 2006 and February 21, 2006, respectively. For purposes of this Issue, the Designated Stock Exchange is the Bombay Stock Exchange Limited. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE Enam Financial Consultants Private Limited ICICI Securities Limited Karvy Computershare Private Limited 801, Dalamal Tower, ICICI Centre, H.T. Parekh Marg “Karvy House”, 46, Avenue 4, Street No.1 Nariman Point Churchgate, Mumbai 400 020 Banjara Hills, Hyderabad -500 034. Mumbai 400 021 Tel: + 91 22 2288 2460 Tel: + 91 40 2331 2454 Tel: + 91 22 5638 1800 Fax: + 91 22 2282 6580 Fax: + 91 40 2331 1968 Fax: + 91 22 2284 6824 Email:[email protected] Email: [email protected] Email: [email protected] Website: www.icicisecurities.com Website: www.karvy.com Website: www.enam.com Contact Person: Saurabh Vijayvergia/ Contact Person: Murali Krishna Contact Person: Kinjal Palan Venkatesh Saha ISSUE PROGRAM BID/ISSUE OPENS ON : THURSDAY, MAY 18, 2006 BID/ISSUE CLOSES ON : TUESDAY, MAY 23, 2006 TABLE OF CONTENTS INDEX PAGE NUMBER SECTION I : GENERAL DEFINITIONS AND ABBREVIATIONS .................................................................................................... a CERTAIN CONVENTIONS; USE OF MARKET DATA ............................................................................. h FORWARD-LOOKING STATEMENTS .................................................................................................... i SECTION II : RISK FACTORS j SECTION III : INTRODUCTION SUMMARY ............................................................................................................................................. 1 SELECTED FINANCIAL INFORMATION ................................................................................................. 7 THE ISSUE .............................................................................................................................................. 10 GENERAL INFORMATION ...................................................................................................................... 11 CAPITAL STRUCTURE ............................................................................................................................ 20 OBJECTS OF THE ISSUE ....................................................................................................................... 30 BASIS FOR ISSUE PRICE ....................................................................................................................... 38 STATEMENT OF TAX BENEFITS ............................................................................................................ 41 SECTION IV : ABOUT OUR COMPANY INDUSTRY OVERVIEW .......................................................................................................................... 42 OUR BUSINESS ...................................................................................................................................... 53 REGULATIONS AND POLICIES .............................................................................................................. 82 HISTORY AND CORPORATE STRUCTURE ............................................................................................ 88 OUR MANAGEMENT ............................................................................................................................. 93 OUR PROMOTERS .................................................................................................................................. 109 RELATED PARTY TRANSACTIONS ....................................................................................................... 113 EXCHANGE RATES AND CURRENCY OF PRESENTATION .................................................................. 115 DIVIDEND POLICY .................................................................................................................................. 116 SECTION V : FINANCIAL STATEMENTS UNCONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES, PROFITS AND ............................ 117 LOSSES AND CASH FLOWS, AS RESTATED, UNDER INDIAN GAAP FOR THE