IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS

This is an abridged prospectus containing salient features of the red herring prospectus dated September 24, 2019 (the “RHP” or the “Red
Herring Prospectus”). You are encouraged to read greater details available in the RHP.
THE DOCUMENT CONSISTS OF four PAGES OF ASBA FORM ALONG WITH INSTRUCTIONS AND six PAGES OF THE
ABRIDGED PROSPECTUS. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.
Please ensure that you have read the RHP, this abridged prospectus and the general information document for investing in public issues (“GID”)
undertaken through the Book Building Process before applying in the Offer (as defined below). You may obtain a physical copy of the ASBA and
the RHP from Stock Exchanges (as defined below), Members of the Syndicate, Registered Brokers, Collecting Depository Participants (“CDPs”),
Registrar to the Offer, Registrar and Share Transfer Agents (“RTAs”), Bankers to the Offer, Investors’ associations or Self Certified Syndicate
Banks (“SCSBs”). You may also download the RHP from the websites of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in,
and websites of the Book Running Lead Managers (“BRLMs”) at www.idbicapital.com, www.sbicaps.com and www.yesinvest.in and on websites
of BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com, respectively.
Unless otherwise specified all capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the
RHP. Investors are advised to retain a copy of the RHP/abridged prospectus for their future reference.
Restrictions: This Abridged Prospectus may only be accessed by investors outside of India that have read the Preliminary Offering Memorandum
of the Company dated September 24, 2019, a copy of which is available to eligible investors from the BRLMs.

INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED

Registered Office: 11th Floor, B – 148, Statesman House, Barakhamba Road, New Delhi – 110 001, Delhi, India
Contact Person: Suman Kalra, Company Secretary and Compliance Officer; Telephone: +91 11 2331 1263 / 64;
E-mail: ipo@irctc.com; Website: www.irctc.com; Corporate Identity Number: U74899DL1999GOI101707
OUR PROMOTER: THE PRESIDENT OF INDIA ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA
OFFER DETAILS, LISTING AND PROCEDURE
INITIAL PUBLIC OFFERING OF 20,160,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF INDIAN
RAILWAY CATERING AND TOURISM CORPORATION LIMITED (OUR “COMPANY” OR THE “ISSUER”) THROUGH AN OFFER FOR
SALE BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA (THE “SELLING
SHAREHOLDER”), FOR CASH AT A PRICE OF ` [●]* PER EQUITY SHARE ((INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY
SHARE) (THE “OFFER PRICE”), AGGREGATING TO ` [●] MILLION (THE “OFFER”). THE OFFER COMPRISES OF A NET OFFER
(DEFINED BELOW) OF 20,000,000 EQUITY SHARES AND EMPLOYEE RESERVATION PORTION (DEFINED BELOW) OF UPTO 160,000
EQUITY SHARES. THE OFFER LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET OFFER. THE OFFER
AND THE NET OFFER SHALL CONSTITUTE 12.60% AND 12.50%, RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE
CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY
SHARES. THE PRICE BAND, THE RETAIL DISCOUNT, EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT SIZE WILL BE DECIDED
BY OUR COMPANY AND THE SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”)
AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL EXPRESS AND ALL
EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER JANSATTA (HINDI BEING THE REGIONAL LANGUAGE OF DELHI WHEREIN
THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS
PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND THE NATIONAL
STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF
UPLOADING ON THEIR RESPECTIVE WEBSITES.
*Retail Discount of ` [●] per Equity Share to the Offer Price may be offered to the Retail Individual Bidders and Employee Discount of ` [●]
per Equity Share to the Offer Price may be offered to the Eligible Employees Bidding in the Employee Reservation Portion.
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. The Company has received ‘in-
principle’ approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated September 6, 2019 and September
5, 2019, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be BSE Limited.
PROCEDURE
If you wish to know about processes and procedures applicable to public offers, you may request for a copy of the General Information Document
(“GID”) from the BRLMs or download it from the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com or from the
websites of the BRLMs at www.idbicapital.com, www.sbicaps.com and www.yesinvest.in.
ELIGIBILITY FOR THE OFFER – Regulation 6(1) of sebi Issue of Capital and
Disclosure Requirements regulations, 2018, (“SEBI ICDR REGULATIONS”)
Whether our Company is compulsorily required to allot at least 75% of the net offer to public to qualified institutional buyers – No
INDICATIVE TIMELINE
Bid/Offer Opening Date Monday, September 30, 2019 Unblocking of funds from the ASBA Account On or about October 10, 2019
Bid/Offer Closing Date Thursday, October 3, 2019 Credit of Equity Shares to depository accounts On or about October 11, 2019
of Allottees
Finalisation of Basis of Allotment with On or about October 9, 2019 Commencement of trading of the Equity Shares On or About October 14, 2019
the Designated Stock Exchange on the Stock Exchanges

INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED 3

 IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE 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 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 in this Offer 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 the Red Herring Prospectus. Specific attention of the investors is invited to
“Risk Factors” on page 24 of the RHP and on page 7 of this Abridged Prospectus.
Price Information OF PAST ISSUES HANDLED BY THE BRLMs
Sr. Issue Name Name of Merchant Banker +/- % change in closing price, [+/- % change in closing
No. benchmark]
30th calendar days 90th calendar days 180th calendar days
from listing from listing from listing
1. Rail Vikas Nigam Limited IDBI Capital Markets & Securities Limited +19.47% (-2.74%) +40.26% (-0.35%) -
and YES Securities (India) Limited
2. Garden Reach Shipbuilders & IDBI Capital Markets & Securities Limited -23.05% (+1.20%) -19.11% (+2.98%) -16.82% (+10.94%)
Engineers Limited and YES Securities (India) Limited
3. IRCON International Limited IDBI Capital Markets & Securities Limited -26.62% (-6.22%) -6.60% (-1.84%) -15.71% (+5.06%)
and SBI Capital Markets Limited
4. RITES Limited IDBI Capital Markets & Securities Limited +34.97% (+6.56%) +33.54% (+3.29%) +49.70% (+1.90%)
and SBI Capital Markets Limited
5. Mishra Dhatu Nigam Limited IDBI Capital Markets & Securities Limited +67.89% (+5.44%) +40.44% (+5.22%) +26.39% (+8.69%)
and SBI Capital Markets Limited
6. Bharat Dynamics Limited IDBI Capital Markets & Securities Limited, -4.65% (+5.87%) -9.78% (+7.74%) -19.60% (+12.81%)
SBI Capital Markets Limited and YES
Securities (India) Limited
7. Security and Intelligence Services IDBI Capital Markets & Securities Limited, -3.29% (+1.17%) 3.14% (+5.40%) +39.12% (+8.62%)
(India) Limited SBI Capital Markets Limited and YES
Securities (India) Limited
8. Central Depository Services (India) IDBI Capital Markets & Securities Limited, +127.92% (+5.84%) +128.86% (+2.26%) +146.71% (+10.61%)
Limited SBI Capital Markets Limited and YES
Securities (India) Limited
9. Housing and Urban Development IDBI Capital Markets & Securities Limited +13.17% (+2.44%) +34.67% (+4.98%) +35.67% (+8.05%)
Corporation Limited and SBI Capital Markets Limited
10. Sterling and Wilson Solar Limited SBI Capital Markets Limited and YES -21.88% [-1.60%] - -
Securities (India) Limited
11. ICICI Securities Ltd SBI Capital Markets Limited -27.93% [+5.44%] -37.26% [+5.22%] -44.39% [+7.92%]
12. Hindustan Aeronautics Ltd SBI Capital Markets Limited -6.96% [+4.98%] -25.84% [+6.41%] -25.45%[+10.18%]
13. H. G. Infra Engineering Limited SBI Capital Markets Limited 19.19% [+1.02%] 8.35% [+4.48%] -12.81%[+12.65%]
14. Amber Enterprises India Limited SBI Capital Markets Limited 27.15% [-5.04%] 24.98% [-3.23%] 6.73% [+2.07%]
15. Reliance Nippon Life Asset SBI Capital Markets Limited and YES 3.61% [-3.19% ] 5.91% [+2.95%] -4.21% [+1.59%]
Management Limited Securities (India) Limited
16. Spandana Sphoorty Financial YES Securities (India) Limited -0.56% [-2.14%] - -
Limited
17. Polycab India Limited YES Securities (India) Limited +15.36% [-5.35%] +14.70% [-1.99%] -
18. Lemon Tree Hotels Limited YES Securities (India) Limited +30.18%; [+3.26%] +29.91%; [+3.79%] +19.46%; [-0.61%]
19. Aster DM Healthcare Limited YES Securities (India) Limited -13.66%; [-3.77%] -4.97%; [+0.21%] -8.16%; [+9.21%]
20. Future Supply Chain Solutions YES Securities (India) Limited +3.50%; [+3.00%] +6.91%; [-1.86%] -5.20%; [+4.13%]
Limited
21. The New India Assurance Company YES Securities (India) Limited -27.91%; [+0.15%] -12.93%; [+2.25%] -13.06%; [+5.69%]
Limited
Notes:
a. Source: www.nseindia.com for the price information
b. Wherever 30th/ 90th/ 180th calendar day from listing day is a holiday, the closing data of the next trading day in case of IDBI Capital Markets &
Securities Limited and previous trading day in case of SBI Capital Markets Limited and YES Securities (India) Limited has been considered.
c. The Nifty 50 index is considered as the benchmark index.
BRLMs
IDBI Capital Markets & Securities Limited SBI Capital Markets Limited YES Securities (India) Limited
Tel: +91 22 2217 1700 Tel: +91 22 2217 8300 Tel: +91 22 3012 6776
Email: ipo.irctc@idbicapital.com E-mail: ipo.irctc@sbicaps.com E-mail: irctc.ipo@ysil.in
Investor grievance E-mail: Investor grievance E-mail: Investor Grievance E-mail: igc@ysil.in
redressal@idbicapital.com investor.relations@sbicaps.com

4 INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED

IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS

Name of Syndicate Member SBICAP Securities Limited

Registrar to the Offer
Statutory Auditor of the Company
Self Certified Syndicate Banks
Registered Brokers
Details regarding website
address(es)/link(s) from which the
investor can obtain a list of RTAs,
CDPs and stock brokers who can
accept applications from investors,
as applicable
Alankit Assignments Limited
Tel: 011 42541954/933/ 022 4348 1293
E-mail: kamalarora@alankit.com/ abhijitd@alankit.com
Investor grievance E-mail: irctcigr@alankit.com
M/s. Serva Associates, Chartered Accountants
The banks registered with SEBI, offering services (i) in relation to ASBA (other than through UPI Mechanism),
a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?d
oRecognisedFpi=yes&intmId=34 or https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=35, as applicable, or such other website as updated from time to time, and (ii) in relation to ASBA
(through UPI Mechanism), a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/
other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time.
The list of the Registered Brokers eligible to accept ASBA Forms from Bidders (other than RIBs), including
details such as postal address, telephone number and e-mail address, is provided on the websites of the BSE
and the NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3
and https://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated
from time to time.
The list of the Registered Brokers is provided on the websites of BSE and NSE at www.bseindia.com and
www.nseindia.com respectively, or such other website as updated from time to time. The list of the eligible
Registered Brokers to accept ASBA Forms from Bidders (other than RIBs) is provided on the websites of
BSE and NSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and http://
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, or such other website
as updated from time to time. The list of the CDPs eligible to accept ASBA Forms from Bidders (other
than RIBs) at the Designated CDP Locations is provided on the websites of BSE and NSE at http://www.
bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and http://www.nseindia.com/products/
content/equities/ipos/asba_procedures.htm, respectively, or such other website as updated from time to time.
For further details, see section “Offer Procedure” on page 307 of the RHP.

PROMOTER OF OUR COMPANY

Our Promoter is the President of India, acting through the Ministry of Railways, Government of India.

BUSINESS OVERVIEW AND STRATEGY

As a Central Public Sector Enterprise wholly owned by the Government of India and under the administrative control of the Ministry of Railways,
we are the only entity authorized by Indian Railways to provide catering services to railways, online railway tickets and packaged drinking water
at railway stations and trains in India. We were incorporated with the objective to upgrade, modernize and professionalize catering and hospitality
services, managing hospitality services at railway stations, on trains and other locations and to promote international and domestic tourism in
India through public-private participation. We were conferred the status of Mini – ratna (Category-I Public Sector Enterprise) by the Government
of India, on May 1, 2008.
We operate one of the most transacted websites, www.irctc.co.in, in the Asia-Pacific region with transaction volume averaging 25 to 28 million
transactions per month during the five months ended August 31, 2019. We have also diversified into other businesses, including non-railway
catering and services such as e-catering, executive lounges and budget hotels, which are in line with our objective to build a “one stop solution”
for our customers.
Our competitive strengths: 1) Authorised by the Ministry of Railways to offer Indian Railway tickets online. 2) Authorised catering service provider
to passengers traveling by Indian Railways. 3) Comprehensive tourism and hospitality service provider in India. 4) Exclusively authorized for
manufacturing and supplying packaged drinking water at railway station and trains. 5) Robust operating system and internal controls. 6) Qualified
and experienced employees and management team.
Our strategies: 1) Diversifying and offering new services to the passengers of Indian Railways and others. 2) Continue to leverage the Government’s
policy relating to our business. 3) Strengthen products and services offering online. 4) Strengthen operational efficiencies.
BOARD OF DIRECTORS
Sr. Name Designation Experience including current / past position held in other firms
No.
1 Mahendra Chairman and Managing He holds a bachelor’s degree in Science and a master’s degree in Arts (political science) from
Pratap Mall Director University of Allahabad. He also holds a diploma in national management programme from
Management Development Institute, Gurgaon and was an officer of Indian Railway Accounts Service.
He is experienced in accounting and finance sector. He was awarded “DF of the year” award by
Bharat Nirman NGO in July, 2015 and “most influential CFOs of India” by Chartered Institute of
Management Accounts on July, 2015. Prior to joining our Company, he was working as an executive
director, Accounting Information Management System, Ministry of Railways.
2. Rajni Hasija Whole-time Director She holds a bachelor’s and master’s degree in Science from University of Delhi. She holds a degree
(Tourism & Marketing) of Bachelor of Law from Chaudhary Charan Singh University, Meerut and a master’s degree in
Philosophy from University of Delhi. She also holds an executive post graduate diploma in management
(part-time) from Delhi School of Professional Studies and Research. She was an officer of Indian
Railway Traffic Service and has 30 years of experience in commercial and operation of railways.

INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED 5

 IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
BOARD OF DIRECTORS
Sr. Name Designation Experience including current / past position held in other firms
No.
3. Narendra Director (Finance) He holds a bachelor’s degree in Arts and a master’s degree in History from University of Delhi. He
holds a post graduate diploma in public policy and management from Indian Institute of Management,
Bengaluru. He has also completed program on fiscal decentralization and local government financial
management from Duke University. He is an officer of Indian Railway Accounts Service and
presently holding Director (Finance) of our Company in addition to his present position of executive
director – finance (Public Private Partnership), Railway Board. He is experienced in the field of
accounts and finance.
4. Neeraj Sharma Part-time Government He holds a master’s degree in Science from Govind Ballabh Pant University of Agriculture and
Director Technology, Pantnagar. He also holds a degree of Doctor of Philosophy from Indian Agricultural
Research Institute, New Delhi. He is an Indian Railway Traffic Service Officer and has more than
25 years of experience in the railway sector.
5. Smita Rawat Part–time Government She holds a bachelor’s degree in Arts and a master’s degree in Arts from University of Delhi. She
Director also holds a master’s degree in Philosophy from University of Delhi and has received the Junior
Research Fellowship from University Grants Commission. She is an Indian Railway Traffic Service
Officer. Prior to joining our Company as a Part–time Government Director, she was working as
Executive Director (Tourism & Catering), Railway Board, Group General Manager, (South Central
Zone and South Zone), Indian Railway Catering and Tourism Corporation Limited, Chief Commercial
Manager, South Central Railway. She has more than 30 years of experience in the railway sector.
She is presently posted as executive director (NFR&T), Railway Board.
6. Kanak Part–time (Non–official) She holds a bachelor’s degree in Science from Lucknow University. She is presently a trustee of
Aggarwal Director Maharaja Agarsain International Hospital, Delhi. She is a member and director of Khadi Humara
Mantar Foundation, director of Quay Intech Private Limited and also a promoter of Crystal Crop
Protection Limited.
7. Sarita Part-time (Non-official) She holds a bachelor’s degree in Arts and a bachelor’s degree in Law from Bhopal University. She is
Deshpande Director a member of the State Bar Council of Madhya Pradesh. She has over 25 years of experience in the
field of law and currently practices as an Advocate in Bhopal District Court. She was Chairperson
of Social Welfare Board, Madhya Pradesh along with the status of state minister, Government of
Madhya Pradesh and Corporator at Municipal Corporation, Bhopal.
8. Rabi Narayan Part–time (Non–official) He holds a Bachelor’s degree in Science from Sambalpur University, Odisha and holds a degree
Bohidar Director of Masters of Science in Physics from the Indian Institute of Technology, Delhi. He also holds a
diploma in course of instruction and practical training in forestry and allied subject from Indian
Forest College, Dehradun as well as a degree of Doctor of Philosophy in Geosciences from the
Brown University, Providence, Rhode Island where he was honoured with The Presidential Award of
excellence in Teaching. He is a former civil servant (Indian administrative services 1974 batch) and
retired as Development Commissioner Cum – Additional Chief Secretary, Government of Odisha.
He also held position of Member/Chairperson in the Odisha Human Rights Commission.
9. Dheeraj Part–time (Non–official) He holds a degree of Doctor of Business Administration, from the Louisiana Tech University, USA.
Sharma Director He has received the “Doctoral Fellow Award” instituted by the Ball State University. Presently, he
is a professor at IIM, Ahmedabad and is also a director of IIM, Rohtak. He is past associate editor
of the Journal of marketing chennels. He has authored various books in domains of management
such as Principles of Marketing, B2B Marketing, Consumer Behavior, Global Business, Not for
Profit Marketing among others.
10. Comal Part-time (Non-official) He holds a bachelor’s degree in Science from the University of Delhi and a master’s degree in
Ramachandran Director Business Administration from the University of Delhi. He is a former Controller General of Accounts,
Sundaramurti Ministry of Finance.
11. Sachin Part-time (Non-official) He holds a bachelor’s degree in Science and a master’s degree in Economics from Devi Ahilya
Chaturvedi Director Vishwavidyalaya, Indore. He was a global justice fellow and has received a certificate of completion of
post-doctoral training in the global justice programme from Yale University, New Haven, Connecticut.
Presently, he is Director General at the Research and Information System for Developing Countries,
New Delhi and director of Reserve Bank of India.
OBJECTS OF THE Offer
Since this is an Offer for Sale, our Company will not receive any proceeds from the Offer and all the proceeds shall go to the Selling Shareholder.
Utilisation of Offer Proceeds:
Our Company and the Selling Shareholder declare that all monies received out of this Offer shall be credited/ transferred to a separate bank account
other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.
Details of means of finance: Not Applicable
Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilisation of issue proceeds of past public issues
/ rights issues, if any, of the Company in the preceding 10 years: Not Applicable
Terms of Issuance of Convertible Security, if any: Not Applicable

6 INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED

 IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Name of Monitoring Agency: This being an Offer for Sale of Equity Shares, our Company will not receive any of the proceeds from the Offer.
Accordingly, no monitoring agency is appointed for the Offer.
Shareholding Pattern as on the date of RHP:
Category Category of Shareholders No. of Pre-Offer number of Equity Shares % holding of pre-Offer Equity Share
shareholders held of face value of ` 10 each capital
(A) Promoter* 8 160,000,000 100%
(B) Public - - -
Total 8 160,000,000 100%
*along with its nominees
Number of Equity shares proposed to be sold by Selling Shareholders:
S. No. Name of the Selling Shareholder No. of Equity Shares offered
1. The President of India, acting through the Ministry of Railways, Government of India 20,160,000
RESTATED financial statements
Restated Summary Financial Information
(In ` million, except share data)
Particulars Fiscal
2019 2018 2017
Total Revenue 19,566.60 15,695.60 16,028.50
Profit / (Loss) before exceptional items and tax 4,299.63 3,456.34 3,550.68
Net Profit / (Loss) after tax* 2,725.95 2,206.19 2290.81
Total comprehensive income/(loss) for the period 2,725.95 2,206.19 2,290.81
Equity Share capital 1,600.00 400.00 400.00
Other Equity 8,828.42 9,145.26 7,465.59
Net worth 10,428.42 9,545.26 7,865.59
Earnings per share (Basic) 17.04 13.79 14.32
Earnings per share (Diluted) 17.04 13.79 14.32
Net asset value per Equity Share 65.18 59.66 49.16
* excluding items of other comprehensive income, not routed through profit and loss account.
INTERNAL RISK FACTORS
Below mentioned risks are the top 10 risk factors as per the RHP:
1. Our business and revenues are substantially dependent on Indian Railways. Any adverse change in policy of the Ministry of Railways may
adversely affect our business and results of operations.
2. Our Company and Directors are involved in certain legal and other proceedings.
3. We are the sole provider of online railway ticketing, catering services, and packaged drinking water for trains and stations, and certain other
services we provide; if the Government were to allow open competition in all or any of these areas, it may impact our financial results.
4. Our Auditors have included a matter of emphasis in relation to our Company in the Restated Financial Statements.
5. We have been unable to make consolidation of our financial statements in absence of audited accounts of our joint venture,
Royale Indian Rail Tours Limited.
6. Our business can be negatively affected if we are unable to maintain quality standards.
7. We rely on information technology to operate our internet ticketing and tourism business and maintain our competitiveness; any
failure to adapt to technological developments or industry trends could harm our business.
8. We are exposed to risks associated with online security, security of our customers’ personal information and credit card fraud;
failure to manage these risks may expose us to litigation, liability and damage to our reputation and brand image.
9. We rely on awareness of our brand to build our customer base and grow our revenues. Any failure to maintain or enhance
consumer awareness of our brand could have a material adverse effect on our business, financial condition and operation.
10. We operate in highly competitive business sectors in the Indian market, and in case we are not able to compete effectively, there
may be material adverse effect on our financial condition, results of operations and our business
SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against our Company and amount involved:
Nature of Cases Number of Cases Amount Involved* (in ` million)
Proceedings against our Company
Criminal 8 0.12
Tax 95 2,257.23
Other pending material litigation 23 3,975.74
Proceeding by our Company
Criminal Nil Nil
Other pending material litigation 1 Nil
* To the extent quantifiable.
INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED 7
B. Brief detail of top 5 Material outstanding litigations against the company and amount involved:
S. Description of case Amount in Dispute/
No Potential Risk
for our Company
1. Cox & Kings Limited (“C&K”) has initiated 2 arbitration proceedings vide two separate statement of claims dated November 09, ` 3,710 million
2011 and July 26, 2012, against our Company with respect to our Joint Venture Company, RIRTL; one pertaining to the joint venture
agreement dated December 10, 2008 (“JV Agreement”) and the other pertaining to the articles of association of RIRTL (“Arbitration
Proceedings”) Our Company and C&K had entered into the JV Agreement for the formation of RIRTL for the purpose of running,
operating and managing the luxury tourist train, Maharajas’ Express (“Train”) for a minimum period of 15 years on lease to be
taken from our Company.
Our Company, vide letter dated August 12, 2011, had withdrawn the use of the trains by RIRTL as there was no lease agreement
entered into for the same and had terminated the JV Agreement inter alia on account of non-payment of dues by C&K and breach of
several provisions of the JV Agreement. C&K had challenged the said termination by approaching the High Court of Delhi seeking
a stay on the said termination of the JV Agreement. The division bench vide its order dated January 02, 2012 allowed the appeal
and upheld that the terminated JV Agreement cannot be restored and that our Company would continue to operate the Train and
whatever bookings have been made by C&K would also be transferred to our Company.
C&K, being aggrieved by the said order dated January 02, 2012 passed by the division bench of the High Court of Delhi, preferred
a special leave petition (“SLP”) before the Supreme Court of India. The Supreme Court of India vide order dated July 05, 2012
dismissed the SLP and also granted liberty to the parties to appoint arbitral tribunal to settle the disputes. C&K has initiated the said
Arbitration Proceedings against our Company and the Arbitration Proceedings are pending for hearing before the arbitral tribunal.
2. Earth Water Private Limited (erstwhile Fontus Water Private Limited (“Fontus”)) has initiated arbitration proceedings against our `248.78 million
Company seeking inter alia, damages of `248.78 million from various disputes arising out implementation of the contracts documents
awarded to Fontus by our Company along with exemplary costs of `5 million for alleged mental harassment. On the mandate having
been given by Ministry of Railways, our Company had invited operators to participate in bids for management of Water Vending
Machine units (“WVMs”) for sale of potable drinking water through automatic potable WVMs at various railway stations. In addition
to damages and exemplary costs, Fontus has inter alia also prayed for our Company to be directed to refund or adjust any excess
security deposit paid by Fontus, extend the completion period of the commissioning of WVM, and re-assess the terms of the project.
The arbitration proceedings are presently pending before the sole arbitrator.
3. A total of 13 writ petitions have been filed by various entities against the Union of India, through the Ministry of Railways, Government Adverse impact on
of India (“Respondent”), and others before the High Court of Delhi. Out of the 13 writ petitions, Writ Petition (C) Nos. 11513 of our business, result of
2017, 11548 of 2017, 11552 of 2017, 11553 of 2017, 11581 of 2017, 11588 of 2017, 11595 of 2017, 11637 of 2017 and 11638 of operations and
2017 have been filed by M/s. Brandavan Food Products, Writ Petition (C) Nos. 11550 of 2017 and 11587 of 2017 have been filed by financial conditions.
Satyam Caterers Private Limited, and Writ Petition (C) Nos. 11570 of 2017 and 11678 of 2017 have been filed by R.K. Associates &
Hoteliers Private Limited (M/s. Brandavan Food Products, Satyam Caterers Private Limited and R.K. Associates & Hoteliers Private
Limited are collectively referred to as “Petitioners”). The Respondent had published tenders for provision of catering services on various
trains operating in India. The Petitioners were selected as successful bidders in respect of different trains. On October 9, 2013, vide
commercial circular no. 63/ 2013, the Respondent introduced the service of ‘combo’ meals to passengers in place of regular second
meal of the day where more than one meal service are provided. Thereafter, vide commercial circular no. 67/ 2013, the Respondent
restored regular meal in place of combo meal without any increase in charges. Further, the Respondent, vide commercial circular
no. 32/ 2014 dated August 6, 2014, directed that ‘Welcome Drinks’ are to be served to all passengers without any reimbursement to
the catering companies. The Petitioners have challenged enforcement of the aforementioned commercial circular nos. 67/ 2013 and
32/ 2014 and have additionally prayed for an aggregate amount of `737.71 million due to losses incurred on account of service of
welcome drinks and / or ‘regular’ meals at the price of ‘combo’ meals. The matters are presently pending.
4. An application bearing Case No. 30 of 2018 under Section 19(1)(a) of the Competition Act, 2002 (“Act”) has been filed by Meet Shah Adverse impact on our
against our Company and the Indian Railways for the alleged abuse of dominant position under Section 4 of the Act in online ticketing reputation, business, result
operations of Indian Railways. Pursuant to the direction of the Competition Commission of India, the Joint Director General of the of operations and
Competition Commission of India (“JDG”) has issued a notice dated December 19, 2018 bearing F.No. DG/CCI/IW/1/20/2018/397 financial conditions.
to our Company (“Notice”). The JDG has initiated investigations in the matter and has, vide the Notice, raised certain queries and
requested our Company to furnish certain documents. The queries, in the context of the alleged abuse of dominant position, primarily
relate to the ticketing services provided by our Company, our role in the determination of the passenger fare, and the rounding off
of the passenger fare to the next multiple of 5 included in the base fare. The matter is presently pending.
5. 2 special leave petitions bearing SLP(C) nos. 32952 of 2015 and 3249 of 2016 (“SLPs”) have been filed by Sanjeevani Foods and Adverse impact on our
Beverages and others, and Indian Railway Caterer’s Association and others, respectively (collectively “Respondents”), , against the reputation, business, result
Union of India, our Company and others, before the Supreme Court of India. Both the SLPs have been filed challenging the order of operations and
dated October 28, 2015 passed by the High Court of Bombay (“Impugned Order”). Vide the Impugned Order, the High Court of financial conditions.
Bombay has dismissed the writ petitions filed by the Respondents, wherein they had challenged the circular no. 15 of 2003 dated
March 11, 2003 issued by MoR and letters dated October 13, 2015 and October 17, 2015 issued by Central Railways and Western
Railways, making it mandatory to sell only Rail Neer brand packaged drinking water at various railway stations and trains, thereby
allegedly creating a monopoly (“Impugned Decision”). Both the SLPs are pending for hearing before the Supreme Court of India.
C. Regulatory Action, if any - disciplinary action taken by SEBI or Stock Exchanges against the Promoters / Group Companies in the last 5
financial years including outstanding action: NIL
D. Brief details of outstanding criminal proceeding against Promoters: NIL
DECLARATION BY THE COMPANY
We hereby certify and declare that all relevant provisions of the Companies Act and the rules/guidelines/regulations issued by the Government of
India or the rules/guidelines/regulations issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with
and no statement made in the Red Herring Prospectus is contrary to the provisions of the Companies Act, the Securities Contracts (Regulation) Act,
1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may
be. We further certify that all statements in the Red Herring Prospectus are true and correct.
DECLARATION BY THE SELLING SHAREHOLDER
On behalf of the Selling Shareholder, I certify and confirm that all the statements and undertakings made in the Red Herring Prospectus about or in
relation to the Selling Shareholder and the Equity Shares which are being offered pursuant to this Offer for Sale are true and correct.

8 INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED

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