DRAFT RED HERRING PROSPECTUS

September 28, 2015

Please see section 32 of the Companies Act, 2013

(This Draft Red Herring Prospectus will be updated upon filing with the RoC)

Book Built Issue

SANDHAR TECHNOLOGIES LIMITED

Sandhar Technologies Limited (our Company) was incorporated as Sandhar Locking Devices Private Limited on October 19, 1987, at New Delhi, as a private limited company under the Companies

Act, 1956. The name of our Company was changed to Sandhar Locking Devices Limited on conversion to a public limited company and issuance of a fresh certificate of incorporation consequent upon

change of name, on September 21, 1992. Subsequently, the name of our Company was changed to Sandhar Technologies Limited upon issuance of a fresh certificate of incorporation consequent upon

change of name, on November 11, 2005. For further details, please refer to the chapter History and Certain Corporate Matters on page 161.

Registered Office: C-101 A, Ansal Plaza, HUDCO Place, Khelgaon Marg, New Delhi 110 049, India Tel No: +91 11 4051 1800; Corporate Office: 13, Sector - 44, Gurgaon 122 002, Haryana, India. Tel No: +91 124 451 8900; Fax No: +91 124 401 2845;

E-mail: investors@sandhar.in; Website: www.sandhargroup.com; Corporate Identity Number: U74999DL1987PLC029553.

Contact Person: Mr. Arvind Joshi, Wholetime Director, Chief Financial Officer, Company Secretary and Compliance Officer; Tel No: +91 124 451 8900; Fax No: +91 124451 8911

PROMOTER OF OUR COMPANY: MR. JAYANT DAVAR

INITIAL PUBLIC ISSUE OF UP TO [] EQUITY SHARES OF FACE VALUE `10 EACH (EQUITY SHARES) OF SANDHAR TECHNOLOGIES LIMITED (COMPANY OR ISSUER) FOR CASH AT A PRICE OF `[] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[] PER EQUITY SHARE) AGGREGATING UP TO `[] MILLION CONSISTING OF A FRESH ISSUE OF UP TO [] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO `3,000 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE AGGREGATING UP TO 5,115,456 EQUITY SHARES BY GTI CAPITAL BETA PVT LTD (THE SELLING SHAREHOLDER) AGGREGATING UP TO `[] MILLION (OFFER FOR SALE). THE FRESH ISSUE AND THE OFFER FOR SALE ARE TOGETHER REFERRED TO AS THE ISSUE. THE ISSUE WILL CONSTITUTE [] % OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF

OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS `10 EACH. THE PRICE BAND, DISCOUNT, IF ANY, TO RETAIL INDIVIDUAL INVESTORS AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING

SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (BRLMs) AND WILL BE ADVERTISED IN ONE ENGLISH AND ONE HINDI NEWSPAPER,

EACH OF WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE. AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED

AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.

In case of revision in the Price Band, the Bid / Issue Period shall be extended for at least three 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, shall be widely disseminated by notification to the BSE Limited (BSE) and the National Stock Exchange of India Limited

(NSE), by issuing a press release and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to Self Certified Syndicate Banks (SCSBs)

and Non-Syndicate Registered Brokers.

Pursuant to Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), the Equity Shares issued in this Issue shall aggregate to at least such percentage of the post-Issue

Equity Share capital of our Company, calculated at the Issue Price, that will be equivalent to at least `4,000 million and the post-Issue capital of our Company at the Issue Price is more than `16,000 million but less than or equal to `40,000 million. In the event the post-Issue Equity Share capital of our Company calculated at the Issue Price is lesser than or equal to `16,000 million, the Issue will be deemed to be undertaken in terms of Rule 19(2)(b)(i) of the SCRR. The Issue is being made through the Book Building Process in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended (SEBI ICDR Regulations), where in terms of Regulations 26 (1), 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers

(QIBs). Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors (the Anchor Investor Portion) at the Anchor Investor Allocation Price, on a

discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance

Equity Shares shall be added to the Net QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the

remaining Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above Issue Price. Further not less than 15% of

the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders, subject to valid Bids

being received from them at or above the Issue Price such that subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity

Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis. All QIBs (other than Anchor Investors) and Non-Institutional Investors must compulsorily and Retail Individual

Bidders may optionally participate in this Issue though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public issue of Equity Shares of our Company, there has been no formal market for our Equity Shares. The Face Value of the Equity Shares is `10 and the Floor Price is [] times of the Face Value and the Cap Price is [] times of the Face Value. The Issue Price# (as determined and justified by our Company and the Selling Shareholder, in consultation with the BRLMs as stated in the chapter Basis

for Issue Price on page 99 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 our Company or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investment in equity and equity related securities involves 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 our 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the chapter Risk Factors beginning on page 16.

ISSUERS AND THE 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 Issue, which is

material in the context of this 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 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.

The Selling Shareholder accepts responsibility only for statements in this Draft Red Herring Prospectus in relation to itself and the Equity Shares being sold by it through the Offer for Sale. The Selling Shareholder

does not assume any responsibility for any other statement in this Draft Red Herring Prospectus, including without limitation, any and all of the statements made by or relating to our Company or its business.

LISTING

The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The in-principle approvals of the Stock Exchanges for listing the Equity Shares have been

received pursuant to letter no. [] dated [] and letter no. [] dated [], respectively. For the purpose of this Issue, [] shall be the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

ICICI Securities Limited ICICI Centre,

H.T. Parekh Marg, Churchgate,

Mumbai 400 020,

Maharashtra, India.

Tel: +91 22 2288 2460

Fax: +91 22 2282 6580

Email: sandhar.ipo@icicisecurities.com

Website: www.icicisecurities.com

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