DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 100% Book Building Issue The Draft Red Herring Prospectus shall be updated upon filing with the RoC Dated September 24, 2009 RELIANCE INFRATEL LIMITED (Our Company was incorporated on April 16, 2001 as Reliance Communications Rajasthan Private Limited as a private limited company under the Companies Act, 1956 in Mumbai. We became a public limited company on June 18, 2004 and our name was changed to “Reliance Communications Rajasthan Limited” pursuant to a certificate of change of name issued on the same date. The name of our Company was further changed to Reliance Telecom Infrastructure Limited pursuant to a fresh certificate of incorporation consequent upon change of name dated October 11, 2006 and to Reliance Infratel Limited pursuant to a fresh certificate of incorporation consequent upon change of name dated January 4, 2008. For further details of changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 93 of this Draft Red Herring Prospectus.) Registered and Corporate Office: H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710, Maharashtra. Contact Person: Mr. Anil C. Shah, Company Secretary and Compliance Officer. Tel: (91 22) 3038 6286; Fax: (91 22) 3037 6622; Email: [email protected]; Website: www.ritl.co.in Promoters of the Company: Reliance Communications Limited and Reliance Communications Infrastructure Limited PUBLIC ISSUE OF 156,000,000 EQUITY SHARES OF Rs. 10 EACH OF RELIANCE INFRATEL LIMITED (THE “COMPANY” OR THE “ISSUER” OR “RITL”) FOR CASH AT A PRICE OF Rs. [y] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE) AGGREGATING TO Rs. [y] MILLION (THE “ISSUE”). THE ISSUE WILL CONSTITUTE 10.05% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY.* THE FACE VALUE OF EQUITY SHARES IS Rs. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BRLMS AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.# # A discount of Rs. [●] to the Issue Price determined pursuant to completion of the Book Building Process has been offered to Retail Individual Bidders (the “Retail Discount”). In case of any revision to the Price Band, the Bid/Issue Period will be extended by three additional working days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Managers (“BRLMs”) and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“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 Qualified Institutional Buyers (QIB) Bidders. 5% of the QIB Portion (excluding Anchor Investor 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 the Issue Price. 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. If at least 60% of the Net Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Payment Methods Payment Method -1@ Payment Method -2 Retail Individual Bidders and Non-Institutional Bidders Any Category Amount Payable per Equity Share (In Rs.) Face Value Premium Total Face Value Premium Total On Application 2.5 [●] [●] 10.0 [●] [●]# By Due Date for Balance Amount Payable 7.5 [●]# [●]# - - - Total 10.0 [●]# [●]# 10.0 [●] [●]# @ Non-Residents require the approval of Reserve Bank of India (“RBI “) for subscribing to partly paid-up Equity Shares and copy of such approval should be submitted along with the Bid cum Application Form. See page xxxix for risks associated with Payment Method – 1. # net of Retail Discount as applicable, to be adjusted RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of the Issuer, there has been no formal market for the securities of the Issuer. The face value of the Equity Shares is Rs.10 and the Issue Price is [●] times of the face value. The Issue Price (has been determined and justified by the BRLMs and the Issuer as stated under the paragraph on “Basis for Issue Price” on page 39 of the Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the specified securities after the specified securities are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. IPO GRADING This Issue has been graded by [●] as [●], indicating [●]. For details, see “General Information” on page 20 of this Draft Red Herring Prospectus. 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. In 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 the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page xiv of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring 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 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 make 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. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received an ‘in-principle’ approval from each of the NSE and the BSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be the [●]. BOOK RUNNING LEAD MANAGERS JM Financial Consultants Private Limited J.P. Morgan India Private Limited Deutsche Equities India Private Limited 141, Maker Chambers III 9th Floor, Mafatlal Centre DB House Nariman Point Nariman Point Hazarimal Somani Marg, Fort Mumbai 400 021 Mumbai 400 021 Mumbai 400 001 Tel: (91 22) 6630 3030 Tel: 91 (22) 6719 8256 Tel: (91 22) 6658 4600 Fax: (91 22) 2204 7185 Fax: 91 (22) 6639 3091 Fax: (91 22) 2200 6765 Email: [email protected] Email:[email protected] E-mail : [email protected] Investor Grievance ID: [email protected] Investor Grievance ID: [email protected] Investor Grievance Id: [email protected] Website: www.jmfinancial.in Website: www.jpmipl.com Website: www.db.com/india Contact Person: Mr. Mayank Jain Contact Person: Mr. Rohit Ramana Contact Person: Mr. Sameer Taimni SEBI Registration Number: INM000010361 SEBI Registration Number: INM000002970 SEBI Registration Number: INM000010833 Enam Securities Private Limited ICICI Securities Limited Macquarie Capital Advisers (India) Private Limited 801, Dalamal Towers ICICI Centre Level 4, Earnest House Nariman Point H. T. Parekh Marg NCPA Marg, Nariman Point Mumbai 400 001 Churchgate Mumbai 400 021 Tel: (91 22) 4230 1200 Tel: (91 22) 6638 1800 Mumbai 400020 Fax: (91 22) 4002 8707 Fax: (91 22) 2284 6824 Tel: (9122) 2288 2460 Email:[email protected] E-mail: [email protected] Fax: (91 22) 2282 6580 Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] E-mail ID: ritl.ipo@ icicisecurities.com Website: www.macquarie.com/in Website: www.enam.com Investor Grievance Id: [email protected] Contact Person: Mr. Hari Kishan Movva Contact Person: Ms. Lakha Nair Website: www.icicisecurities.com SEBI Registration number: INM000010932 SEBI Registration Number: INM000006856 Contact Person: Mr. Rajiv Poddar SEBI Registration Number: INM000011179 REGISTRAR TO THE ISSUE UBS Securities India Private Limited HSBC Securities and Capital Markets (India) Private Limited Karvy Computershare Private Limited 2/F 2 North Avenue, Maker Maxity 52/60 Mahatma Gandhi Road Plot No. 17-24, Vittal Rao Nagar Bandra Kurla Complex, Bandra (E) Fort, Mumbai -400001 Madhapur Mumbai 400 051 Tel: (91 22) 2267 4921 Hyderabad 500 081 Tel: (91 22) 6155 6000 Fax: (91 22) 2263 1984 Tel: (91 40) 2342 0815 / 2342 0816 Fax: (91 22) 6155 6300 E-mail: [email protected] Fax: (91 40) 2342 0859 E-mail: [email protected] Investor Grievance Id: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Web site: http://www.hsbc.co.in/1/2/corporate/equities-global-investment-banking Website: www.karvy.com Website: www.ubs.com/indianoffers Contact Person: Ms.