Page 27
- (1) Allotment of 13,786,208 Equity Shares to Pranav Kiran Ashar, 5,040,000 Equity Shares to Ravi Ramalingam, 8,053,600 Equity Shares to RiverCrest
India Infrastructure Private Limited, 1,291,904 Equity Shares to BioUrja India Infra Private Limited, 464,992 Equity Shares to Jitendra Kantilal Shah,
120,000 Equity Shares to Vishwas Mahadeo Kokane and Vrushali Suryakant Pathare, 80,000 Equity Shares to Jugal Prafulchandra Shah, 80,000 Equity
Shares to Jyoti Jugal Shah, 16,000 Equity Shares to Yogesh Ratilal Shah and Sangeeta Yogesh Shah, 12,000 Equity Shares to Sangeeta Yogesh Shah and
Yogesh Ratilal Shah, 4,000 Equity Shares to Chintan Yogesh Shah, 20,000 Equity Shares to Jesal Manish Shah, 80,000 Equity Shares to Harish Gopinath
Kale, 16,000 Equity Shares to Samir Rasik Hingoo, 16,000 Equity Shares to Nirav Rasik Hingoo, 16,000 Equity Shares to Kinjal Rasiklal Hingoo, 20,000
Equity Shares to Pankaj Arvindbhai Patel, 8,000 Equity Shares to Jatin Popatlal Shah, 8,000 Equity Shares to Kalpana Jatin Shah, 8,000 Equity Shares
to Kaushal Jatin Shah, 8,000 Equity Shares to Priti Kaushal Shah, 8,000 Equity Shares to Kris Kaushal Shah, 8,000 Equity Shares to Jully Vikram Shah,
8,000 Equity Shares to Chaitali Tejas Shah, 8,000 Equity Shares to Abhay Shashikant Salot, 8,000 Equity Shares to Darshan Kiran Shah, 8,000 Equity
Shares to Shreyansh Manish Shah and 8,000 Equity Shares to Mansi Yogesh Shah.
- (2) Allotment of 13,786,208 Equity Shares to Pranav Kiran Ashar, 5,040,000 Equity Shares to Ravi Ramalingam, 8,053,600 Equity Shares to RiverCrest
India Infrastructure Private Limited, 1,291,904 Equity Shares to BioUrja India Infra Private Limited, 464,992 Equity Shares to Jitendra Kantilal Shah,
120,000 Equity Shares to Vishwas Mahadeo Kokane and Vrushali Suryakant Pathare, 80,000 Equity Shares to Jugal Prafulchandra Shah, 80,000 Equity
Shares to Jyoti Jugal Shah, 16,000 Equity Shares to Yogesh Ratilal Shah and Sangeeta Yogesh Shah, 12,000 Equity Shares to Sangeeta Yogesh Shah and
Yogesh Ratilal Shah, 4,000 Equity Shares to Chintan Yogesh Shah, 20,000 Equity Shares to Jesal Manish Shah, 80,000 Equity Shares to Harish Gopinath
Kale, 16,000 Equity Shares to Samir Rasik Hingoo, 16,000 Equity Shares to Nirav Rasik Hingoo, 16,000 Equity Shares to Kinjal Rasiklal Hingoo, 20,000
Equity Shares to Pankaj Arvindbhai Patel, 8,000 Equity Shares to Jatin Popatlal Shah, 8,000 Equity Shares to Kalpana Jatin Shah, 8,000 Equity Shares
to Kaushal Jatin Shah, 8,000 Equity Shares to Priti Kaushal Shah, 8,000 Equity Shares to Kris Kaushal Shah, 8,000 Equity Shares to Jully Vikram Shah,
8,000 Equity Shares to Chaitali Tejas Shah, 8,000 Equity Shares to Abhay Shashikant Salot, 8,000 Equity Shares to Darshan Kiran Shah, 8,000 Equity
Shares to Shreyansh Manish Shah and 8,000 Equity Shares to Mansi Yogesh Shah.
- (3) Allotment of 11,201,294 Equity Shares to Pranav Kiran Ashar, 4,095,000 Equity Shares to Ravi Ramalingam, 6,543,550 Equity Shares to RiverCrest
India Infrastructure Private Limited, 1,049,672 Equity Shares to BioUrja India Infra Private Limited, 530,747 Equity Shares to Jitendra Kantilal Shah,
191,176 Equity Shares to Nine Realms Advisory LLP, 97,500 Equity Shares to Vishwas Mahadeo Kokane and Vrushali Suryakant Pathare, 65,000 Equity
Shares to Jugal Prafulchandra Shah, 65,000 Equity Shares to Jyoti Jugal Shah, 65,000 Equity Shares to Harish Gopinath Kale, 38,235 Equity Shares to
Pooja Jinit Dharia, 16,250 Equity Shares to Jesal Manish Shah, 16,250 Equity Shares to Pankaj Arvindbhai Patel, 13,000 Equity Shares to Yogesh
Ratilal Shah and Sangeeta Yogesh Shah, 13,000 Equity Shares to Samir Rasik Hingoo, 13,000 Equity Shares to Nirav Rasik Hingoo, 13,000 Equity Shares
to Kinjal Rasiklal Hingoo, 9,750 Equity Shares to Sangeeta Yogesh Shah and Yogesh Ratilal Shah, 6,500 Equity Shares to Jatin Popatlal Shah, 6,500
Equity Shares to Kalpana Jatin Shah, 6,500 Equity Shares to Kaushal Jatin Shah, 6,500 Equity Shares to Priti Kaushal Shah, 6,500 Equity Shares to Kris
Kaushal Shah, 6,500 Equity Shares to Jully Vikram Shah, 6,500 Equity Shares to Chaitali Tejas Shah, 6,500 Equity Shares to Abhay Shashikant Salot,
6,500 Equity Shares to Darshan Kiran Shah, 6,500 Equity Shares to Shreyansh Manish Shah, 6,500 Equity Shares to Mansi Yogesh Shah and 3,250
Equity Shares to Chintan Yogesh Shah
Split / Consolidation of Equity Shares in the last one year
There has been no split or consolidation of the Equity Shares of our Company in the last one year.
Exemption from complying with provisions of securities laws granted by SEBI
Pursuant to a letter dated October 24, 2024, our Company had sought an exemption from SEBI under Regulation 300(1)(c) of
the SEBI ICDR Regulations for relaxation of the strict enforcement of Regulation 2(1)(pp) of the SEBI ICDR Regulations with
regard to identification of and disclosures relating to (a) Vaisshali Pranav Ashar; (b) Geeta Vasanji Furia and their related
entities as members of the Promoter Group of our Company in this Draft Red Herring Prospectus, in accordance with the SEBI
ICDR Regulations.
Pursuant to its letter dated December 17, 2024, SEBI has not acceded to our Company’s request and has directed our Company
to inter alia classify and disclose (a) Vaisshali Pranav Ashar; (b) Geeta Vasanji Furia and their related entities as a part of the
Promoter Group of our Company and include applicable disclosures relating to them based on information available in the
public domain. For details, see “Risk Factors – One of the members of our Promoter Group has an estranged relationship with
one of our Promoters, therefore we will not be able to obtain any details regarding this member of Promoter Group which are
required to be disclosed in relation to Promoter Group under the SEBI ICDR Regulations in this Prospectus. The disclosures
relating to this member of the Promoter Group has been included in this Draft Red Herring Prospectus based on information
available in public domain. Accordingly, we cannot assure you that the disclosures relating to such members of our Promoter
Group are accurate, complete, or updated. Further, details in relation to Connected Persons which may qualify as a member
of our Promoter Group have not been disclosed in this Prospectus.” and “Promoters and Promoter Group” on pages 48 and
262, respectively.
CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below.
(in ₹, except share data)
* To be updated upon finalisation of the Offer Price, and subject to Basis of Allotment.
- (1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters
– Amendments to our Memorandum of Association in the last 10 years” on page 236.
- (2) The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on February 21, 2025, and our Shareholders have
authorized the Fresh Issue pursuant to a special resolution passed at the meeting held on February 24, 2025. Further, the Selling Shareholders have
consented to participate in the Offer for Sale pursuant to their consent letter and our Board has taken on record the approval for the Offer for Sale by
the Selling Shareholders pursuant to its resolution dated February 21, 2025.
- (3) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement for an amount aggregating up to ₹784.00 million, at its discretion,
prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation
with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue,
subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior
to the completion of the Offer, our Company shall appropriately, intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the
Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
- (4) The Selling Shareholders confirm that the Equity Shares being offered by them are eligible for being offered for sale pursuant to the Offer in terms of
Regulation 8 and Regulation 8A of the SEBI ICDR Regulations. In accordance with Regulation 8A of the SEBI ICDR Regulations: (i) the number of
Equity Shares offered for sale by the Selling Shareholders holding, individually or with persons acting in concert, more than 20% of pre-Offer
shareholding of our Company, does not exceed more than 50% of their respective pre-Offer shareholding; and (ii) the number of Equity Shares offered
for sale by the Selling Shareholders holding, individually or with persons acting in concert, less than 20% of pre-Offer shareholding of our Company,
does not exceed more than 10% of the pre-Offer issued and paid up capital of our Company.
Notes to Capital Structure
- 1. Equity Share capital history of our Company
- (a) The following table sets forth the history of the Equity Share capital of our Company:
Page 84
- (1) Our Company took note of these allotment of Equity Shares in the first Board meeting of our Company dated August 18, 2003.
- (2) Held by Pranav Kiran Ashar and Kiran Dharamsey Ashar (erstwhile partner), as partners of Krish Investment.
Page 88
- 3. Shares issued for consideration other than cash or by way of a bonus issue
Except, as set forth below, our Company has not issued any Equity Shares for consideration other than cash or by way of
a bonus issue since its incorporation as on the date of this Draft Red Herring Prospectus:
- (1) Held by Pranav Kiran Ashar and Kiran Dharamsey Ashar (erstwhile partner), as partners of Krish Investment.
- (2) Allotment of 13,786,208 Equity Shares to Pranav Kiran Ashar, 5,040,000 Equity Shares to Ravi Ramalingam, 8,053,600 Equity Shares to
RiverCrest India Infrastructure Private Limited, 1,291,904 Equity Shares to BioUrja India Infra Private Limited, 464,992 Equity Shares to Jitendra
Kantilal Shah, 120,000 Equity Shares to Vishwas Mahadeo Kokane and Vrushali Suryakant Pathare, 80,000 Equity Shares to Jugal Prafulchandra
Shah, 80,000 Equity Shares to Jyoti Jugal Shah, 16,000 Equity Shares to Yogesh Ratilal Shah and Sangeeta Yogesh Shah, 12,000 Equity Shares
to Sangeeta Yogesh Shah and Yogesh Ratilal Shah, 4,000 Equity Shares to Chintan Yogesh Shah, 20,000 Equity Shares to Jesal Manish Shah,
80,000 Equity Shares to Harish Gopinath Kale, 16,000 Equity Shares to Samir Rasik Hingoo, 16,000 Equity Shares to Nirav Rasik Hingoo, 16,000
Equity Shares to Kinjal Rasiklal Hingoo, 20,000 Equity Shares to Pankaj Arvindbhai Patel, 8,000 Equity Shares to Jatin Popatlal Shah, 8,000
Equity Shares to Kalpana Jatin Shah, 8,000 Equity Shares to Kaushal Jatin Shah, 8,000 Equity Shares to Priti Kaushal Shah, 8,000 Equity Shares
to Kris Kaushal Shah, 8,000 Equity Shares to Jully Vikram Shah, 8,000 Equity Shares to Chaitali Tejas Shah, 8,000 Equity Shares to Abhay
Shashikant Salot, 8,000 Equity Shares to Darshan Kiran Shah, 8,000 Equity Shares to Shreyansh Manish Shah and 8,000 Equity Shares to Mansi
Yogesh Shah.
- (3) Allotment of 13,786,208 Equity Shares to Pranav Kiran Ashar, 5,040,000 Equity Shares to Ravi Ramalingam, 8,053,600 Equity Shares to
RiverCrest India Infrastructure Private Limited, 1,291,904 Equity Shares to BioUrja India Infra Private Limited, 464,992 Equity Shares to Jitendra
Kantilal Shah, 120,000 Equity Shares to Vishwas Mahadeo Kokane and Vrushali Suryakant Pathare, 80,000 Equity Shares to Jugal Prafulchandra
Shah, 80,000 Equity Shares to Jyoti Jugal Shah, 16,000 Equity Shares to Yogesh Ratilal Shah and Sangeeta Yogesh Shah, 12,000 Equity Shares
to Sangeeta Yogesh Shah and Yogesh Ratilal Shah, 4,000 Equity Shares to Chintan Yogesh Shah, 20,000 Equity Shares to Jesal Manish Shah,
80,000 Equity Shares to Harish Gopinath Kale, 16,000 Equity Shares to Samir Rasik Hingoo, 16,000 Equity Shares to Nirav Rasik Hingoo, 16,000
Equity Shares to Kinjal Rasiklal Hingoo, 20,000 Equity Shares to Pankaj Arvindbhai Patel, 8,000 Equity Shares to Jatin Popatlal Shah, 8,000
Equity Shares to Kalpana Jatin Shah, 8,000 Equity Shares to Kaushal Jatin Shah, 8,000 Equity Shares to Priti Kaushal Shah, 8,000 Equity Shares
to Kris Kaushal Shah, 8,000 Equity Shares to Jully Vikram Shah, 8,000 Equity Shares to Chaitali Tejas Shah, 8,000 Equity Shares to Abhay
Shashikant Salot, 8,000 Equity Shares to Darshan Kiran Shah, 8,000 Equity Shares to Shreyansh Manish Shah and 8,000 Equity Shares to Mansi
Yogesh Shah.
- (4) Allotment of 11,201,294 Equity Shares to Pranav Kiran Ashar, 4,095,000 Equity Shares to Ravi Ramalingam, 6,543,550 Equity Shares to
RiverCrest India Infrastructure Private Limited, 1,049,672 Equity Shares to BioUrja India Infra Private Limited, 530,747 Equity Shares to Jitendra
Kantilal Shah, 191,176 Equity Shares to Nine Realms Advisory LLP, 97,500 Equity Shares to Vishwas Mahadeo Kokane and Vrushali Suryakant
Pathare, 65,000 Equity Shares to Jugal Prafulchandra Shah, 65,000 Equity Shares to Jyoti Jugal Shah, 65,000 Equity Shares to Harish Gopinath
Kale, 38,235 Equity Shares to Pooja Jinit Dharia, 16,250 Equity Shares to Jesal Manish Shah, 16,250 Equity Shares to Pankaj Arvindbhai Patel,
13,000 Equity Shares to Yogesh Ratilal Shah and Sangeeta Yogesh Shah, 13,000 Equity Shares to Samir Rasik Hingoo, 13,000 Equity Shares to
Nirav Rasik Hingoo, 13,000 Equity Shares to Kinjal Rasiklal Hingoo, 9,750 Equity Shares to Sangeeta Yogesh Shah and Yogesh Ratilal Shah,
6,500 Equity Shares to Jatin Popatlal Shah, 6,500 Equity Shares to Kalpana Jatin Shah, 6,500 Equity Shares to Kaushal Jatin Shah, 6,500 Equity
Shares to Priti Kaushal Shah, 6,500 Equity Shares to Kris Kaushal Shah, 6,500 Equity Shares to Jully Vikram Shah, 6,500 Equity Shares to
Chaitali Tejas Shah, 6,500 Equity Shares to Abhay Shashikant Salot, 6,500 Equity Shares to Darshan Kiran Shah, 6,500 Equity Shares to Shreyansh
Manish Shah, 6,500 Equity Shares to Mansi Yogesh Shah and 3,250 Equity Shares to Chintan Yogesh Shah.
Page 91
- (1) Our Company took note of these allotment of Equity Shares in the first Board meeting of the Company dated August 18, 2003.
- (2) Held by Pranav Kiran Ashar and Kiran Dharamsey Ashar (erstwhile partner), as partners of Krish Investment.
Equity Shares were fully paid-up on the respective dates of allotment/acquisition, as the case may be.
** Subject to finalisation of Basis of Allotment.
Our Promoters have given their consent to include such number of Equity Shares held by them as disclosed above,
constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our
Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the
Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period
specified above, or for such other time as required under the SEBI ICDR Regulations, except as may be permitted, in
accordance with the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for
computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. For details of the build-
up of the share capital held by our Promoters, see “– Build-up of Promoters’ shareholding in our Company” on page
86.
In this connection, we confirm the following:
- (i) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the
immediately three years preceding the date of this Draft Red Herring Prospectus (a) for consideration other than
cash and revaluation of assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by
utilization of revaluation reserves or unrealised profits or from bonus issue against Equity Shares which are
otherwise in-eligible for computation of Promoters’ Contribution;
- (ii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the
immediately preceding year from the date of this Draft Red Herring Prospectus, at a price lower than the price at
which the Equity Shares are being offered to the public in the Offer;
- (iii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares held by the Promoters
that are subject to any pledge or any other form of encumbrance; and
- (iv) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm.
Page 100
- 21. No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or
kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation
to the Offer.
- 22. Except for the allotment of specified Securities pursuant to the Fresh Issue and Pre-IPO Placement aggregating up to
₹784.00 million, there will be no further issue of specified Securities whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from the date of filing of this Draft Red
Herring Prospectus with the SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies
have been refunded, as the case may be.
- 23. Except for the Equity Shares to be allotted pursuant to the Fresh Issue there is no proposal or intention, negotiations or
consideration by our Company to alter its capital structure by way of split or consolidation of the denomination of the
Equity Shares or by way of further issue of the Equity Shares or convertible securities on a preferential basis or by way of
issue of bonus Equity Shares or on a rights basis or by way of further public offer of such securities, within a period of six
months from the Bid/Offer Opening Date.
- 24. Neither: (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates
of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or AIFs sponsored by
entities which are associates of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are
associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs); nor (ii) any person
related to the Promoters or our Promoter Group shall apply in the Offer under the Anchor Investor Portion. Further, an
Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or indirectly
through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them, directly
or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common
director, excluding a nominee director, amongst the Anchor Investor and the BRLMs.
- 25. None of the Shareholders as on the date of this Draft Red Herring Prospectus are directly or indirectly related to the BRLMs
or their associates as defined under SEBI Merchant Bankers Regulations.
- 26. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by
law.
- 27. Our Company will comply with such disclosure and accounting norms as may be specified by the SEBI from time to time.All transactions in the Equity Shares by our Promoters and members of our Promoter Group between the date of filing of
this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock Exchanges within 24
hours of such transactions.
- 28. None of our Promoters and the members of the Promoter Group will submit Bids or otherwise participate in the Offer.
Page 139
Further, the benefit of lower rate is extended in case STT is not paid on acquisition / allotment of equity shares
through Initial Public Offering.
- • Section 111A of the Act provides for concessional rate of tax as mentioned hereinunder:-
For transfer before 23 July 2024
at the rate of 15% in respect of short-term capital gains (provided the short-term capital gains exceed the basic
threshold limit of exemption, where applicable) arising from the transfer of a short-term capital asset (i.e. capital
asset held for the period of less than 12 months) being an Equity Share in a company or a unit of an equity-oriented
fund wherein STT is paid on both acquisition and transfer.
For transfer on or after 23 July 2024
at the rate of 20% in respect of short-term capital gains (provided the short-term capital gains exceed the basic
threshold limit of exemption, where applicable) arising from the transfer of a short-term capital asset (i.e. capital
asset held for the period of less than 12 months) being an Equity Share in a company or a unit of an equity-oriented
fund wherein STT is paid on both acquisition and transfer.
- • Separately, any dividend income received by the shareholders would be subject to tax deduction at source by the
company under section 194 @ 10%. However, in case of individual shareholders, this would apply only if dividend
income exceeds INR 5,000. Further, dividend income shall be taxable in the hands of the shareholders at the rates
as applicable in their case.
- • In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in
which the non-resident shareholder has fiscal domicile.
- B. Special Tax Benefits Under the Indirect Tax Regulations In The Hands Of Pranav Constructions Limited And The
Shareholders Of The Company
Based on the information provided by the management, we hereby state that no specific special tax benefits are available
to the Company and the Shareholders under the Indirect Tax regulations. However, as per Notification No. 03/2019-Central
Tax (Rate) dated 29th March, 2019, reduced GST rate is applicable after reduction of cost of land, in case of construction
of residential property subject to fulfillment of certain conditions specified under GST law. We have provided below the
effective GST rate in a tabular form after considering the land cost related adjustment as provided in the notification:
Note: For the purpose of reporting here, we have not considered the general tax benefits available to the Company or
shareholders under Indirect Tax Regulations. Further, in view of nature of services provided by the Company, the benefit
available to pure labour services provided under Pradhan Mantri Awas Yojna has not been considered.
Note:
Our views expressed in this statement are based on the facts and assumptions as indicated in the statement. No assurance is
given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing
provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to
update the views consequent to such changes. Reliance on this statement is on the express understanding that we do not assume
responsibility towards the Investors who may or may not invest in the proposed issue relying on this statement.
This statement has been prepared solely in connection with the Initial Public Offering under the Regulations as amended.
Page 395
Listing
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Application
will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●] will be the
Designated Stock Exchange with which the Basis of Allotment will be finalised.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading
of the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/ Offer Closing Date or within
such other period as may be prescribed. The Selling Shareholders confirms that they shall extend reasonable support and co-
operation (to the extent of its portions of the Offered Shares) as required by law for the completion of the necessary formalities
for listing and commencement of trading of the Equity Shares at the Stock Exchanges within two Working Days from the
Bid/Offer Closing Date, or within such other period as may be prescribed.
If our Company does not Allot the Equity Shares within two Working Days from the Bid/Offer Closing Date or within such
timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred to the Refund Account
and it shall be utilised to repay, without interest, all monies received from Bidders, failing which interest shall be due to be paid
to the Bidders as prescribed under applicable law.
Other than (A) (a) the listing fees, (b) audit fees of the Statutory Auditors (other than the fees paid by our Company
to the Statutory Auditors in relation to the Offer), stamp duty payable on the issue of Equity Shares pursuant to Fresh Issue and
(c) expenses for corporate advertisements and branding of our Company undertaken in the ordinary course of business
by our Company, i.e. any corporate advertisements consistent with past practices of our Company, which shall be solely borne
by our Company, and (B) (a) fees for counsel to the Selling Shareholders, and (b) securities transaction tax pertaining to the
respective portion of the Offered Shares sold pursuant to the Offer, if any, which shall be borne solely by the
respective Selling Shareholder, our Company and each of the Selling Shareholders, severally and not jointly, agree that all the
costs and expenses directly attributable to the Offer, shall be borne by our Company and Selling Shareholders, on a pro rata
basis, in proportion to the Equity Shares allotted pursuant to the Fresh Issue and the number of Equity Shares sold by each of
the Selling Shareholders through the Offer for Sale, upon listing of the Equity Shares on the Stock Exchange(s) pursuant to the
Offer in accordance with applicable law. All the expenses relating to the Offer shall be paid by our Company in the first instance
and upon commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, each Selling
Shareholder agrees that it shall, severally and not jointly, reimburse the Company for any and all the expenses in
relation to the Offer paid by our Company on behalf of the respective Selling Shareholder, and each Selling Shareholder
authorises, severally and not jointly, our Company to deduct from the proceeds of the Offer for Sale from the Offer directly
from the Public Offer Account, expenses of the Offer required to be borne by such Selling Shareholder in proportion to the
respective portion of the Offered Shares, in accordance with applicable law. In the event of withdrawal of the Offer or the Offer
is not successful or consummated, all costs and expenses with respect to the Offer shall be borne by our Company and the
Selling Shareholders on a pro rata basis to the Equity Shares offered by the Company in the Fresh Issue and Equity Shares
offered by the Selling Shareholders in the Offer for Sale, respectively and in accordance with applicable law.
Consents
Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, Banker(s) to the Company, legal
counsel appointed for the Company, C&W, the Registrar to the Offer, Statutory Auditor, in their respective capacities, have
been obtained; (b) consents of the Monitoring Agency; the Syndicate Members, the Banker(s) to the Offer/ Public Offer Account
Bank(s)/ Escrow Collection Bank(s)/ Refund Bank(s), Sponsor Banks, to act in their respective capacities, will be obtained and
filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, and such consents,
which have been obtained, have not been withdrawn up to the time of delivery of this Draft Red Herring Prospectus.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
- i. Our Company has received written consent dated February 28, 2025 from M S K A & Associates, Chartered
Accountants, to include their name as required under section 26 (5) of the Companies Act, read with SEBI ICDR
Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies
Act to the extent and in their capacity as our Statutory Auditors, and in respect of (i) their examination report dated
February 21, 2025 on our Restated Financial Information; and (ii) their report dated February 28, 2025 on the Statement
of Tax Benefits in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this
Draft Red Herring Prospectus.
- ii. Our Company has received written consent dated February 28, 2025 from Agarwal Jain & Gupta, Chartered
Accountants, Independent Chartered Accountant to include their name as an ‘expert’ as defined under Section 2(38)
of the Companies Act to the extent and in their capacity as Independent Chartered Accountant in respect of the
certificates dated February 28, 2025 issued by them in connection with certain financial information included in this
TERMS OF THE OFFER
The Equity Shares being offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red
Herring Prospectus, the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the
CAN/Allotment Advice and other terms and conditions as may be incorporated in other documents/certificates that may be
executed in respect of the Offer. The Equity Shares shall also be subject to applicable laws, guidelines, rules, notifications and
regulations relating to the issue of capital, offer for sale, and listing and trading of securities issued from time to time by SEBI,
the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Offer and
to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock
Exchanges, the RoC and/or any other governmental, statutory or regulatory authorities while granting its approval for the Offer,
to the extent and for such time as these continue to be applicable.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. For details in relation to
the sharing of Offer expenses between our Company and the Selling Shareholders, see “Objects of the Offer” on page 98.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. The Equity Shares being offered and Allotted/ transferred in the Offer
shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, the MoA and the AoA
and shall be pari passu with the existing Equity Shares in all respects including voting and right to receive dividends. For further
details, see “Description of Equity Shares and Terms of Articles of Association” beginning on page 429.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
MoA and AoA and provisions of the SEBI Listing Regulations and any other guidelines, regulations or directions which may
be issued by the Government in this regard. Dividends, if any, declared by our Company after the date of Allotment (pursuant
to the transfer of Equity Shares from the Offer for Sale), will be payable to the Bidders who have been Allotted Equity Shares
in the Offer, for the entire year, in accordance with applicable laws. For further details, in relation to dividends, see “Dividend
Policy” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 267 and 429, respectively.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10 and the Offer Price at the lower end of the Price Band is ₹ [●] per Equity Share and
at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot size for the Offer will be decided by our Company in consultation with
the BRLMs, and advertised in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national
daily newspaper and [●] editions of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where
our Registered and Corporate Office is located), each with wide circulation, at least two Working Days prior to the Bid/ Offer
Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The
Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the
Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be determined
by our Company in consultation with the Book Running Lead Managers, after the Bid/ Offer Closing Date on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the provisions of the Articles of Association, our Shareholders
shall have the following rights:
- • Right to receive dividends, if declared;
- • Right to attend general meetings and exercise voting rights, unless prohibited by law;
Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor
Allocation Price, on a discretionary basis subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor
Investor Portion is up to ₹ 100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 100 million but up to ₹ 2,500 million under the Anchor Investor Portion, subject to a minimum Allotment
of ₹ 50 million per Anchor Investor, and (iii) in case of allocation above ₹ 2,500 million under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million, and an additional 10 Anchor Investors
for every additional ₹ 2,500 million or part thereof will be permitted, subject to minimum allotment of ₹ 50 million per Anchor Investor.
An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹ 100 million. One-third
of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the Anchor
Investor Allocation Price.
- (1) Subject to valid Bids being received at or above the Offer Price. This Offer is made in accordance with the Rule 19(2)(b) of the SCRR
and is being made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not
less than 75% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company in consultation
with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or
non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net
QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the
Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer shall be available for
allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer shall be available for allocation to
RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
- (2) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms, provided
that any difference between the price at which Equity Shares are allocated to the Anchor Investors and the Anchor Investor Offer Price,
shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. For details of terms of payment of applicable to Anchor
Investors, see General Information Document available on the website of the Stock Exchanges and the BRLMs. Anchor Investors are
not permitted to participate in the Offer through the ASBA process. SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45
dated April 5, 2022, has prescribed that all individual investors applying in initial public offerings, where the application amount is up
to ₹ 500,000, shall use UPI. Individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 200,000 and up
to ₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate,
sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account
(3 in 1 type accounts), provided by certain brokers. Further SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022, has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the
bank accounts of the investors. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIB and RIB and also for
all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only
with a mandatory confirmation on the application monies blocked.
- (3) In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear
as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder is required in the Bid cum
Application Form and such First Bidder will be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm
and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their respective directors, officers,
agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire
the Equity Shares.
- (4) Subject to valid bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the BRLMs, and the Designated Stock Exchange, subject to applicable laws. In case of under-subscription
in the Offer, after meeting the minimum subscription requirement of 90% of the Fresh Issue, the balance subscription in the Offer will
be met in the following order of priority: (i) through the sale of Offered Shares being offered by the Selling Shareholders in the Offer
for Sale in a proportional manner; and (ii) through the issuance of balance part of the Fresh Issue. In the event of under-subscription
in the Offer, Equity Shares shall be allocated in the manner specified in “Terms of the Offer” on page 398.
The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 414 and having same
PAN will be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) will be proportionately distributed.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the
Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable
law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or
the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the
discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or
a combination of categories. For further details, see “Terms of the Offer” on page 398.
In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working
Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days. Any
Page 412
vide the SEBI Master Circular, has reduced the timelines for refund of Application money to four days. The BRLMs shall be
the nodal entity for any issues arising out of public issuance process.
Our Company, the Selling Shareholders and the BRLMs, members of the syndicate do not accept any responsibility for the
completeness and accuracy of the information stated in this section and the GID and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws
and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable
law or as specified in the Red Herring Prospectus and the Prospectus, when filed.
Further, our Company, the Selling Shareholders and the Members of the Syndicate are not liable for any adverse occurrences’
consequent to the implementation of the UPI Mechanism for application in the Offer.
Book Building Procedure
This Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The
Offer is being made through the Book Building Process and is in compliance with Regulation 6(2) of the SEBI ICDR
Regulations, wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, not less than 75% of the Offer shall be
allocated on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLMs, may allocate up to
60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price on a discretionary basis in accordance with
the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or
non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of
the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the
Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, subject to availability of Equity Shares
in the respective categories, not more than 15% of the Offer shall be available for allocation to Non-Institutional Bidders out of
which (a) one third of such portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to
₹ 1.00 million; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹ 1.00
million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-
category of Non-Institutional Bidders and not more than 10% of the Offer shall be available for allocation to RIBs in accordance
with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill over from any other
category or categories of Bidders at the discretion of our Company in consultation with the BRLMs and the Designated Stock
Exchange subject to receipt of valid Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion,
would not be allowed to be met with spill-over from any other category or a combination of categories.
Bidders must ensure that their PAN is linked with Aadhaar ID and are in compliance with CBDT notification dated
February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, PAN and UPI ID (for UPI Bidders), shall be treated as incomplete and will be rejected. Bidders will not have the
option of being Allotted Equity Shares in physical form.
However, they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer,
subject to applicable laws. Phased implementation of UPI
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity shares. Pursuant
to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by UPI Bidders through
Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working
Days to up to three Working Days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three
phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, an RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for
the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.
Page 416
- c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 pm IST on the Bid/Offer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period after which the Stock Exchange(s) send the bid information to the
Registrar to the Offer for further processing.
- d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by Promoters and Promoter Group of the Company, the BRLMs and the Syndicate Members
The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and the Syndicate
Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be
applicable to such Bidders, where the allocation is on a proportionate basis or in any other manner as introduced under
applicable laws and such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation
to be made on a proportionate basis.
Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates of the
BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities which
are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are associates of the
BRLMs) or pension funds sponsored by entities which are associate of the BRLMs nor; (ii) any person related to the Promoters
or Promoter Group shall apply in the Offer under the Anchor Investor Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoters or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into with the Promoters
or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.
Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common
director, excluding a nominee director, amongst the Anchor Investor and the BRLMs. Further, persons related to our Promoters
and Promoter Group shall not apply in the Offer under the Anchor Investor Portion.
The Promoter Group will not participate in the Offer.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company in consultation with the Book Running Lead Managers reserve the right to
reject any Bid without assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry
specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●]
in colour). Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment.
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI BiddersBidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders) to block their Non- Resident
External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible NRI Bidders Bidding on a
non-repatriation basis by using Resident Forms should authorize their respective SCSBs (if they are Bidding directly throughSCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders) to block their Non-Resident Ordinary (“NRO”)
Page 421
- and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹ 100
million but up to ₹2,500 million, subject to a minimum Allotment of ₹ 50 million per Anchor Investor; and (c) in case
of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a
maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million, and an additional 10 Anchor Investors for every
additional ₹ 2,500 million, subject to minimum Allotment of ₹ 50 million per Anchor Investor.
- 6. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain
by the Book Running Lead Managers before the Bid/Offer Opening Date, through intimation to the Stock Exchanges.
- 7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
- 8. If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.
- 9. Equity Shares Allotted in the Anchor Investor Portion will be locked in, in accordance with the SEBI ICDR
Regulations. 50% Equity Shares allotted to Anchor Investors shall be locked–in for a period of 90 days from the date
of Allotment, whereas, the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment.
- 10. Neither the (a) Book Running Lead Managers (s) or any associate of the Book Running Lead Managers (other than
mutual funds sponsored by entities which are associate of the Book Running Lead Managers or insurance companies
promoted by entities which are associate of the Book Running Lead Managers or Alternate Investment Funds (AIFs)sponsored by the entities which are associates of the Book Running Lead Managers or FPIs, other than individuals,
corporate bodies and family offices, sponsored by the entities which are associate of the Book Running Lead
Managers) or pension fund sponsored by entities which are associate of the Book Running Lead Managers nor (b) the
Promoters, Promoter Group or any person related to the Promoters or members of the Promoter Group shall apply
under the Anchor Investors category.
- 11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
For more information, please read the General Information Document.
The information set out above is given for the benefit of the Bidders. Our Company, the Selling Shareholders, severally
and not jointly and the Book Running Lead Managers are not liable for any amendments or modification or changes to
applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised
to make their independent investigations and ensure that any single Bid from them does not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable law or
regulations, or as will be specified in the Red Herring Prospectus and the Prospectus.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and
by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof
of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of
the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory
and other requirements by our Company, the Selling Shareholders and/or the Book Running Lead Managers are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of
compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of
our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse
the correctness or completeness of any of the contents of this Draft Red Herring Prospectus or the Red Herring Prospectus; nor
does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
The Offer shall be opened after at least three Working Days from the date of filing of the Red Herring Prospectus with the RoC.
General Instructions
Page 427
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- - (a) In case of resident Anchor Investors: “[●]”
- - (b) In case of Non-Resident Anchor Investors: “[●]”
- - a. Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement after
the finalisation of the Offer Price, but prior to filing of the Prospectus.
- -
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the
Offer may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the RIBs, Non-Institutional Bidders and Anchor Investors shall be
on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to
the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed.The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.
The allotment of Equity Shares to each RIBs shall not be less than the minimum bid lot, subject to the availability of shares in
RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the
Offer shall be available for allocation to NIBs. The Equity Shares available for allocation to NIBs under the Non -Institutional
Portion, shall be subject to the following: (i) one-third of the portion available to NIBs shall be reserved for applicants with an
application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to NIBs shall
be reserved for applicants with an application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either
of the aforementioned sub-categories may be allocated to applicants in the other sub-category of NIBs. The allotment to each
NIB shall not be less than ₹ 200,000, subject to the availability of Equity Shares in the Non -Institutional Portion, and the
remaining Equity Shares if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this
regard in Schedule XIII of the SEBI ICDR Regulations.
The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability of shares in
RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
Payment into Anchor Investor Escrow Accounts
Our Company in consultation with the BRLMs will decide the list of Anchor Investors to whom the CAN will be sent, pursuant
to which, the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors.
For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow Account should be drawn in
favour of:
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Selling Shareholders, the Syndicate, the Escrow Banks and the Registrar to the Offer to facilitate
collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, our Company shall, after filing the Red Herring Prospectus with the RoC, publish
a pre-Offer advertisement, in the form prescribed under the SEBI ICDR Regulations, in all editions of [●], an English national
daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper (Marathi
being the regional language of Maharashtra, where our Registered and Corporate Office is located) each with wide circulation.
In the pre-Offer advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer Closing Date. This advertisement,
subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the
SEBI ICDR Regulations.
Allotment advertisement
Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of [●], an English national daily
newspaper, all editions of [●], a Hindi national daily newspaper and [●] edition of [●], a Marathi daily newspaper (Marathi
being the regional language of Maharashtra, where our Registered and Corporate Office is located) each with wide circulation
The information set out above is given for the benefit of the Bidders/applicants. Our Company, the Selling Shareholdersand the Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws
or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders/applicants are advised to
make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed
limits under applicable laws or regulations.
Signing of the Underwriting Agreement and Filing with the RoC
