Investors may contact our Company Secretary and Compliance Officer, the Book Running Lead Managers or the Registrar to the Offer in case of any pre-Offer or post-Offer related grievances, such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, investors may also write to the Book Running Lead Managers
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than RIBs using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of RIBs using the UPI Mechanism.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar, giving full details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the Book Running Lead Managers where the Anchor Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
SBI Capital Markets Limited
202, Maker Tower ‘E’
Cuffe Parade, Mumbai 400 005
Telephone: +91 22 2217 8300
Investor Grievance E-mail: firstname.lastname@example.org
Contact Person: Sambit Rath/Karan Savardekar
SEBI Registration No.: INM000003531
IIFL Securities Limited
10th Floor, IIFL Centre
Kamala City, Senapati Bapat Marg
Lower Parel (West), Mumbai 400 013
Tel: +91 22 4646 4600
Investor Grievance ID: email@example.com
Contact Person: Sachin Jagad/ Yogesh Malpani
SEBI Registration Number: INM000010940
JM Financial Limited
7th Floor, Cnergy Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 Maharashtra, India
Tel: +91 22 6630 3030/ +91 22 6630 3262
Investor Grievance E-mail: firstname.lastname@example.org
Contact Person: Prachee Dhuri
SEBI Registration No.: INM000010361
Statement of inter-se allocation of responsibilities among the BRLMs
The responsibilities and coordination by the BRLMs for various activities in this Offer are as follows:
|Capital structuring, due diligence of the Company including its operations/management/business plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, abridged prospectus and application form. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing||BRLMs||SBICAP|
|Drafting and approval of all statutory advertisement||BRLMs||SBICAP|
|Drafting and approval of all publicity material other than statutory advertisement as mentioned above including corporate advertising, brochure, etc. and filing of media compliance report||BRLMs||JMFL|
|Appointment of intermediaries – Registrar to the Issue, advertising agency, Banker(s) to the Issue, Sponsor Bank, printer and other intermediaries, including coordination of all agreements to be entered into with such intermediaries||BRLMs||IIFL|
|Preparation of road show presentation and frequently asked questions||BRLMs||JMFL|
|International institutional marketing of the Issue, which will cover, inter alia:marketing strategy;Finalizing the list and division of investors for one-to-one meetings; andFinalizing road show and investor meeting schedule||BRLMs||JMFL|
|Domestic institutional marketing of the Issue, which will cover, inter alia:marketing strategy;Finalizing the list and division of investors for one-to-one meetings; andFinalizing road show and investor meeting schedule||BRLMs||SBIC–P|
|N–n – institutional and retail marketing of the Issue, which will cover, inter alia:Finalising media, marketing and public relations strategy;Finalising centers for holding conferences for brokers, etc.–Foll–w – up on distribution of publicity and Issue material including forms, the Prospectus and deciding on the quantum of Issue material; andFinalising collection centers||BRLMs||IIFL|
|Coordination with Stock Exchanges for book building software, bidding terminals, mock trading, payment of 1% security deposit (if any), anchor coordination, anchor CAN and intimation of anchor allocation||BRLMs||JMFL|
|Managing the book and finalization of pricing in consultation with the Company||BRLMs||SBICAP|
|Post-Issue activities, which shall involve essential follow-up with Bankers to the Issue and SCSBs to get quick estimates of collection and advising Company about the closure of the Issue, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing of instruments, dispatch of certificates or demat credit and refunds, payment of STT on behalf of the Selling Shareholders and coordination with various agencies connected with the post-Issue activity such as Registrar to the Issue, Bankers to the Issue, Sponsor Bank, SCSBs including responsibility for underwriting arrangements, as applicable.|
Coordinating with Stock Exchanges and SEBI for submission of all post-Issue reports including the initial and final post-Issue report to SEBI, release of 1% security deposit post closure of the Issue, if any.
Registrar to the Offer
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli West
Mumbai 400 083
Tel: + 91 22 4918 6200
Investor Grievance e-mail: email@example.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Legal Counsel to our Company as to Indian law
Block D, The MIRA
New Delhi – 110 065
Tel: +91 11 4782 1000
Legal Counsel to the Book Running Lead Managers as to Indian law
M/s Crawford Bayley & Co.
State Bank Building, 4th Floor,
NGN Vaidya Marg, Fort
Mumbai – 400 023,
Tel: +91 22 2266 3353
International Legal Counsel to the BRLMs
Hogan Lovells Lee & Lee
50 Collyer Quay
#10-01 OUE Bayfront
Tel: +65 6538 0900
Legal Counsel to Accel Growth III Holdings (Mauritius) Limited, Accel India III (Mauritius) Limited Ventureast Life Fund III LLC, MEMG CDC Ventures, Qualcomm Asia Pacific Pte. Limited, Accel India V (Mauritius) Limited, Sabre Partners Trust, Sama Family Trust and International Finance Corporation as to Indian law
Peninsula Business Park, 17th Floor, Tower B
Ganpat Rao Kadam Marg, Lower Parel (West)
Mumbai 400 013
Tel: +91 22 4079 1000
Bankers to our Company
Kotak Mahindra Bank Limited
No.22, M.G. Road
Bengaluru 560 001
Tel.: +91 97401 52735
Contact Person: Jasmeet Singh
The Hongkong and Shanghai Banking Corporation Limited
5th Floor, 52/60
Fort, Mumbai 400001
Tel: +91 98113 45375
Contact Person: Akhil Singhal
Escrow Collection Bank(s)/ Refund Bank(s)/Public Offer Account Bank
Self Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from time to time.
A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidder), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the ASBA Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time.
SCSBs eligible as Issuer Banks and mobile applications enabled for the UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI. The list of SCSBs through which Bids can be submitted by UPI Bidders using the UPI Mechanism, including details such as the eligible mobile applications and UPI handle which can be used for such Bids, is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively, as may be updated from time to time or at such other website as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, which may be updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or any such other website as may be prescribed by SEBI from time to time.
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number, and e-mail address, are 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 websites as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details, are 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 websites as updated from time to time.
As this is an offer of Equity Shares, there is no credit rating for the Offer.
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
As this is an offer of Equity Shares, there are no debenture trustees appointed for the Offer.
Our Company will appoint the monitoring agency for monitoring the utilization of the Net Proceeds from the Fresh Issue in compliance with Regulation 41 of the SEBI ICDR Regulations, prior to filing of the Red Herring Prospectus. For details, see “Objects of the Offer – Monitoring Agency” on page [●].
Green Shoe Option
No green shoe option is contemplated under the Offer.
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly, no appraising entity has been appointed for the Offer.
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditor namely, Deloitte Haskins & Sells LLP, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this DRHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their: (i) examination report, dated [●], on our Restated Consolidated Financial Statements.
Our Company has received written consent from P. Chandrasekar, Chartered Accountants, holding a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013, in respect of: (i) their report dated [●], on the Statement of Special Tax Benefits available to the Company, its Shareholders and its Material Subsidiary; and (ii) certificates issued by them in their capacity as an independent chartered accountant to our Company.
Such consents have not been withdrawn as on the date of this DRHP. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act.
Book Building Process
“Book building” refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid Lot will be decided by our Company and the Investor Selling Shareholders in consultation with the BRLMs, and if not disclosed in the Red Herring Prospectus, will be advertised in all editions of the English national daily newspaper the [●], and all editions of the Hindi national daily newspaper [●], and the [●] edition of Kannada daily newspaper [●] (Kannada being the regional language of Karnataka wherein our Registered Office is located) each with wide, 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 on their website. The Offer Price shall be determined by our Company and the Investor Selling Shareholders in consultation with the BRLMs, after the Bid/ Offer Closing Date.
All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the ASBA process by providing the details of their respective ASBA Accounts in which the corresponding Bid Amount will be blocked by the SCSBs. Retail Individual Investors may participate through the ASBA process by either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or, (b) through the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Further, allocation to QIBs in the Net QIB Portion will be on a proportionate basis and allocation to Anchor Investors in the Anchor Investor Portion will be on a discretionary basis. Further, allocation to the Non-Institutional Bidders will be in a manner as may be introduced under applicable laws.
For further details, see “Terms of the Offer”, “and “Offer Procedure” on pages 368 and 377 respectively.
The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to time. Bidders are advised to make their own judgment about an investment through this process prior to submitting a Bid.
Bidders should note that the Offer is also subject to obtaining (i) filing of the Prospectus by our Company with the RoC; and; and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply for post-Allotment.
For further details on the method and procedure for Bidding, see “Offer Procedure” on page 377.
After the determination of the Offer Price, but prior to the filing of the Prospectus with the RoC, our Company, and the Selling Shareholders intend to enter into the Underwriting Agreement with the Underwriters for the Equity Shares. It is proposed that pursuant to the terms of the Underwriting Agreement, each of the BRLMs shall be severally responsible for bringing in the amount devolved in the event the respective Syndicate Member do not fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters are several and are subject to certain conditions to closing, as specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(The Underwriting Agreement has not been entered into as on the date of this Draft Red Herring Prospectus. The Underwriting Agreement shall be entered into on or after the Pricing Date but prior to filing of the Prospectus with the RoC. The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement. This portion has been intentionally left blank and will be filled in before the filing of the Prospectus with the RoC.)
|Name, address, telephone number and e-mail address of the Underwriters||Indicative number of Equity Shares to be underwritten||Amount underwritten(₹ million)|
The above-mentioned amount is indicative and will be finalised after determination of the Offer Price and finalisation of the Basis of Allotment and will be subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations given by the Underwriters), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or are registered as brokers with the Stock Exchange(s). The Board of Directors/ IPO Committee, at its meeting, held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments set forth in the table above. Notwithstanding the above table, each of the Underwriters shall be severally responsible for ensuring payment with respect to the Equity Shares allocated to Bidders procured by them, in accordance with the Underwriting Agreement.
In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement.