Draft Red Herring Prospectus Dated: June 24, 2016 Please read Section 32 of Companies Act, 2013 Book Building Offer REVIVE REALTY LIMITED CIN: U70102MH2006PLC162452 Our Company was incorporated as Revive Realty Private Limited on May 26, 2006 under the Companies Act, 1956, with the Registrar of Companies, Mumbai bearing Registration Number 162452. The status of our Company was changed to a public limited company and the name of our Company was changed to Revive Realty Limited by a special resolution passed on February 08, 2016. A fresh certificate of incorporation consequent to the change of name was granted to our Company on April 01, 2016, by the Registrar of Companies, Mumbai. Registered Office: D-41/1, T.T.C. Industrial Area, M.I.D.C., Turbhe, Navi Mumbai- 400 705, Maharashtra Tel Fax No.: +91- 22 – 2761 5555; Email: [email protected]; Website: www.revive.ooo Contact Person: Mr. Dilipkumar Shah, Company Secretary and Compliance Officer. Our Promoters: Mr. Vibhu Kapoor, Mrs. Saloni Kapoor, Mr. Harish Saluja and Mrs. Veena Saluja. THE OFFER PUBLIC OFFER OF UP TO 10,00,000 EQUITY SHARES OF M 10/- EACH (“EQUITY SHARES”) OF REVIVE REALTY LIMITED (“RRL” OR THE “COMPANY”) FOR CASH AT A PRICE OF M [●] PER SHARE (THE “OFFER PRICE”), AGGREGATING TO M [●] LAKHS (“THE OFFER”) THROUGH AN OFFER FOR SALE BY THE SELLING SHAREHOLDERS (“OFFER FOR SALE”), OF WHICH UPTO 58,000 EQUITY SHARES OF M 10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE OFFER LESS THE MARKET MAKER RESERVATION PORTION I.E. OFFER OF UPTO 9,42,000 EQUITY SHARES OF M 10/- EACH IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WILL CONSTITUTE 27.78% AND 26.17%, RESPECTIVELY OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. Our Company is considering a Pre-IPO Placement of up to 50,000 Equity Shares to Promoters/ Investors. The pre-IPO Placement is at the discretion of our company. Our Company will complete the issuance and allotment of such Equity Shares, if any, prior to the filing of the Red Herring Prospectus with the RoC. Further, our Company shall ensure that the Net Offer to public shall remain more than 25% of the post offer paid capital of the Company. PRICE BAND: M [●] to M [●] PER EQUITY SHARES OF FACE VALUE M 10 EACH. THE PRICE BAND & THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (THE “BRLM”) AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE. In case of any revision in the Price Band, the Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Offer Period, if applicable, shall be widely disseminated by notification to the NSE Limited (the “NSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Manager and at the terminals of the other members of the Syndicate and by intimation to Self Certified Syndicate Banks (“SCSBs”). The Offer is being made through a Book Building Process in accordance with Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. RISK IN RELATION TO THE FIRST OFFER This being the first public offer of the Company, there has been no formal market for the securities of the company. The face value of the shares is M 10/- per Equity Share and the Offer Price is [●] times of the face value. The Offer Price (as determined by Company and the Selling Shareholders in consultation with the Book Running Lead Manager) as stated under the paragraph on “Basis for Offer Price” on page no. 64 of this Draft Red Herring Prospectus 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 or sustained trading in the equity shares of our company or regarding the price at which the shares will be traded after listing. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer 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 Offer. For taking an investment decision investors must rely on their own examination of our Company and the Offer including the risks involved. The equity shares offered in the offer have not been recommended or approved by neither Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the Investors is invited to the statement of Risk Factors given on page no. 12 of this Draft Red Herring Prospectus under the Section “Risk Factors”. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft 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 Draft 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. Each Selling Shareholder, severally and not jointly, assumes responsibility only for statements in relation to such Selling Shareholder included in this Offer Document. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the SME Platform of NSE i.e, "NSE EMERGE PLATFORM" . Our Company has received an approval letter dated [●] from NSE for listing our shares on the NSE Emerge Platform. For the purpose of this Offer, the Designated Stock Exchange will be the NSE Limited (“NSE”). BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER ARYAMAN FINANCIAL SERVICES LIMITED BIGSHARE SERVICES PVT. LTD. 60, Khatau Building, Ground Floor, E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Alkesh Dinesh Modi Marg, Fort, Mumbai – 400 001 Andheri (E), Mumbai - 400 072, Maharashtra, India Tel No.: +91 – 22 – 2261 8264/ 6216 6999 Tel: +91 – 22 – 40430200; Fax No.: +91 – 22 – 2263 0434 Fax: +91 – 22 – 28475207 Email: [email protected] Email: [email protected]; Website: www.afsl.co.in Website: www.bigshareonline.com Investor Grievance Email: [email protected]; Investor Grievance Email: [email protected]; Contact Person: Mr. Shreyas Shah / Mr. Vimal Maniyar Contact Person: Mr. Babu Raphael SEBI Registration No. INM000011344 SEBI Registration No.: INR000001385 OFFER OPENS ON OFFER CLOSES ON [●] [●] Table of Contents SECTION I – GENERAL .................................................................................................................................... 1 DEFINITIONS AND ABBREVATIONS .......................................................................................................... 1 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .... 9 FORWARD-LOOKING STATEMENTS ........................................................................................................ 11 SECTION II: RISK FACTORS ........................................................................................................................ 12 SECTION III- INTRODUCTION .................................................................................................................... 26 SUMMARY OF OUR INDUSTRY ................................................................................................................. 26 SUMMARY OF OUR BUSINESS .................................................................................................................. 29 SUMMARY OF FINANCIAL INFORMATION ............................................................................................ 32 THE OFFER ..................................................................................................................................................... 38 GENERAL INFORMATION ........................................................................................................................... 40 CAPITAL STRUCTURE ................................................................................................................................. 49 SECTION IV – PARTICULARS OF THE OFFER ........................................................................................ 61 OBJECTS OF THE OFFER ............................................................................................................................. 61 BASIC TERMS OF OFFER ............................................................................................................................. 62 BASIS FOR OFFER PRICE ............................................................................................................................ 64 STATEMENT OF TAX BENEFITS ...............................................................................................................