Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.

wpe2E2.jpg (3379 bytes) FROG CELLSAT LIMITED
CIN: U51909DL2004PLC127530

Our Company was incorporated on July 12, 2004 as a private limited company under the provisions of Companies Act, 1956 with the Registrar of Companies, Delhi in the name and style of "Frog Cellsat Private Limited". Subsequently, our Company was converted into public limited company pursuant to which the name of our Company was changed to "Frog Cellsat Limited'' vide shareholder's approval on February 20, 2014 and fresh certificate of incorporation dated March 25, 2014. Our Company got listed on Emerge UP Platform of National Stock Exchange of India Limited (NSE) on May 02, 2014. Further, Our Company had made an application for delisting and NSE vide its letter dated June 6, 2018 hereby notified that the securities shall be delisted w.e.f. June 13, 2018 (i.e.w.e.f. closing hours of trading on June 12, 2018). Further the admissions to dealings in the securities were withdrawn w.e.f. June 20, 2018. The Corporate Identification Number of our Company is U51909DL2004PLC127530. For further details, please refer to chapter titled ‘Our History and Certain Other Corporate Matters' beginning on page 108 of the Prospectus dated October 07, 2022 filed with Registrar of Companies (RoC), Delhi.

Registered Office: Office No. 406, D-35 Third Floor Old Plot No. 2-A, Laxmi Nagar, Delhi East, Delhi-110092, India
Corporate Office: B-3, Sector-65, Noida-201301, Uttar Pradesh, India; Contact Person: Ms. Manisha Makhija, Company Secretary and Compliance Officer; Tel No: 120-4859650; E-mail: cs@frogcellsat.com ; Website: www.frogcellsat.com
OUR PROMOTERS: MR. KONARK TRIVEDI AND STAR PRIVATE TRUST
BASIS OF ALLOTMENT

INITIAL PUBLIC OFFERING OF 40,75,200 EQUITY SHARES OF FACE VALUE OF Rs 10.00 EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF Rs 102 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 92 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs 4156.70 LAKHS ("OFFER"). THIS OFFER INCLUDES A RESERVATION OF 2,04,000 EQUITY SHARES AGGREGATING TO Rs 208.00 LAKHS FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE OFFER LESS THE MARKET MAKER RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER SHALL CONSTITUTE 26.51 % AND 25.18%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

ISSUE PRICE: Rs 102 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH
AHCHOR INVESTOR ISSUE PRICE: Rs 102 PER EQUITY SHARE
THE ISSUE PRICE IS 10.20 TIMES OF THE FACE VALUE

Risks to Investors:

a) Our business is not subject to seasonal volatility.

b) The Merchant Banker associated with the Issue has handled 3 public issue in the past three years out of which Nil Issues have closed below the Issue Price on Listing date

c) Average cost of acquisition of Equity Shares held by the Promoters i.e Mr. Konark Trivedi and Star Private Trust are (0.12) and 0.04 respectively per Equity Share and the Offer Price at the upper end of the Price Band is Rs. 102.00 per Equity Share.

d) Weighted Average Return on Net worth for Fiscals 2022, 2021 and 2020 is 18.88%

e) The Weighted average cost of acquisition of all Equity Shares transacted in the last three years and one year from the date of Prospectus is as given below:

Period Weighted Average Cost of Acquisition (Rs) Upper end of the Price Band (Rs 102.00) is 10.20 times the weighted Average cost of Acquisition Range of acquisition price: Lowest Price - Highest Price (in Rs)
Last 1 year 0 Cannot be defined 0-0
Last 3 years 0 Cannot be defined 0-0

 

BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE WAS: WEDNESDAY, SEPTEMBER 28, 2022
BID/ OFFER OPENED ON: THURSDAY, SEPTEMBER 29, 2022
BID/ OFFER CLOSED ON: TUESDAY OCTOBER 04, 2022

This Offer was being made through the Book Building Process, in terms of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 229 of the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Our Company in consultation with the BRLM allocated up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"). Further, not less than 15.00% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Net Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders, other than Anchor Investors, were required to participate in the Offer by mandatorily utilizing the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account (as defined here in after) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks ("SCSBs") or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" on page 236 of the Prospectus.

The bidding for Anchor Investors opened and closed on September 28, 2022. The Company received 2 Anchor Investors applications for 12,62,400 Equity Shares. The Anchor Investor Allocation price was finalized at Rs 102.00 per Equity Share. A total of 11,59,200 Equity Shares were allotted under the Anchor Investor portion aggregating to Rs 11,82,38,400

The Offer (excluding Anchor Investors Portion) received Applications for 8,15,31,600 Equity Shares (before technical rejections and after Bids not banked/not registered in electronic book) resulting in 27.96 times subscription (including reserved portion of market maker). Further Applications for 64,10,400 Equity Shares were bid but not banked and 2400 Equity shares were not registered in Electronic book. The details of the Valid Applications received in the offer are for 8,02,44,000 Equity Shares from various categories and are as under:

Detail of the Applications Received:

Sr. No. Category No. of Valid Applications No. of Equity Shares applied Equity Shares Reserved as per Prospectus No. of times Subscribed
1. Retail Individual Investors 24,522 2,94,26,400 13,56,000 21.70
2. Non - Institutional Investors 923 4,18,93,200 5,80,800 72.13
3. Market Maker 1 2,04,000 2,04,000 1.00
4. Qualified Institutional Buyers (Excluding Anchor Investors) 9 87,20,400 7,75,200 11.25
5. Anchor Investors 2 12,62,400 11,59,200 1.09
Total 25,457 8,15,06,400 40,75,200 20.00

Final Demand:

A summary of the final demand as per NSE as on the Bid/Offer Closing Date at different Bid prices is as under:

Sr. No. Bid Price Bids Quantity % of Total Cumulative Total % Cumulative Total
1 97.00 55200 0.06 55200 0.06
2 98.00 7200 0.01 62400 0.07
3 99.00 12000 0.01 74400 0.08
4 100.00 182400 0.21 256800 0.29
5 101.00 175200 0.20 432000 0.49
6 102.00 68618400 78.03 69050400 78.52
7 Cutoff 18892800 21.48 87943200 100.00
87943200 100.00

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on October 10, 2022.

1) Allotment to Retail Individual Investors (After Technical Rejections)

The Basis of Allotment to the Retail Individual Investors, who have Bid at cut-off Price or at or above the Issue Price of Rs. 102.00 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 21.70 times. The total number of Equity Shares Allotted in this category is 1356000 Equity Shares to 1130 successful applicants. The category-wise details of the Basis of Allotment are as under:

No. of Shares Applied for (Category Wise) No. of Applications Received % to Total total No. of Shares Applied in Each Category % to total No. of Equity Shares Allotted per Applicant Ratio of Allottees to Applicants total No. of Shares Allotted
Retail Individual Investors 24522 100.00 29426400 100.00 1200 565:12261 1356000
Total 24522 100.00 29426400 100.00 1356000

2) Allotment to Non-Institutional Investors (After Technical Rejections)

The Basis of Allotment to the Non-Institutional Investors, who have bid at the Issue Price of Rs. 102 per Equity Share or above, was finalized in consultation with NSE. The category has been subscribed to the extent of 72.13 times. The total number of Equity Shares Allotted in this category is 58,0800 Equity Shares to 261 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample basis):

No. of Shares Applied for (Category Wise) No. Of Applications Received % to total total No. of Shares Applied in Each Category % to total Allocation per Applicant Ratio of allottees to applicants total No. of Shares allocated/ allotted
After rounding off
2400 303 32.83 727,200 1.74 1,200 8 303 9,600
3600 65 7.04 234,000 0.56 1,200 3 65 3,600
4800 49 5.31 235,200 0.56 1,200 3 49 3,600
6000 30 3.25 180,000 0.43 1,200 1 15 2,400
7200 19 2.06 136,800 0.33 1,200 2 19 2,400
8400 44 4.77 369,600 0.88 1,200 1 11 4,800
21600 3 0.33 64,800 0.15 1,200 1 3 1,200
22800 2 0.22 45,600 0.11 1,200 1 2 1,200
24000 4 0.43 96,000 0.23 1,200 1 4 1,200
25200 2 0.22 50,400 0.12 1,200 1 2 1,200
38400 5 0.54 192,000 0.46 1,200 2 5 2,400
39600 1 0.11 39,600 0.09 1,200 0 1
40800 1 0.11 40,800 0.10 1,200 1 1 1,200
42000 2 0.22 84,000 0.20 1,200 1 2 1,200
43200 2 0.22 86,400 0.21 1,200 1 2 1,200
44400 2 0.22 88,800 0.21 1,200 1 2 1,200
45600 2 0.22 91,200 0.22 1,200 1 2 1,200
48000 11 1.19 528,000 1.26 1,200 6 11 7,200
49200 1 0.11 49,200 0.12 1,200 1 1 1,200
50400 3 0.33 151,200 0.36 1,200 2 3 2,400
51600 1 0.11 51,600 0.12 1,200 1 1 1,200
52800 1 0.11 52,800 0.13 1,200 1 1 1,200
55200 2 0.22 110,400 0.26 1,200 1 2 1,200
73200 3 0.33 219,600 0.52 1,200 1 1 3,600
76800 1 0.11 76,800 0.18 1,200 1 1 1,200
82800 1 0.11 82,800 0.20 1,200 1 1 1,200
84000 3 0.33 252,000 0.60 1,200 1 1 3,600
85200 1 0.11 85,200 0.20 1,200 1 1 1,200
87600 1 0.11 87,600 0.21 1,200 1 1 1,200
90000 1 0.11 90,000 0.21 1,200 1 1 1,200
91200 1 0.11 91,200 0.22 1,200 1 1 1,200
94800 1 0.11 94,800 0.23 1,200 1 1 1,200
97200 89 9.64 8,650,800 20.65 1,200 1 1 106,800
124800 1 0.11 124,800 0.30 1,200 1 1 1,200
132000 1 0.11 132,000 0.32 2,400 1 1 2,400
138000 1 0.11 138,000 0.33 2,400 1 1 2,400
156000 1 0.11 156,000 0.37 2,400 1 1 2,400
159600 1 0.11 159,600 0.38 2,400 1 1 2,400
162000 1 0.11 162,000 0.39 2,400 1 1 2,400
168000 1 0.11 168,000 0.40 2,400 1 1 2,400
180000 1 0.11 180,000 0.43 2,400 1 1 2,400
196800 1 0.11 196,800 0.47 2,400 1 1 2,400
199200 1 0.11 199,200 0.48 2,400 1 1 2,400
220800 1 0.11 220,800 0.53 3,600 1 1 3,600
222000 1 0.11 222,000 0.53 3,600 1 1 3,600
226800 1 0.11 226,800 0.54 3,600 1 1 3,600
250800 1 0.11 250,800 0.60 3,600 1 1 3,600
300000 1 0.11 300,000 0.72 3,600 1 1 3,600
303600 1 0.11 303,600 0.72 4,800 1 1 4,800
313200 1 0.11 313,200 0.75 4,800 1 1 4,800
338400 1 0.11 338,400 0.81 4,800 1 1 4,800
417600 1 0.11 417,600 1.00 6,000 1 1 6,000
430800 1 0.11 430,800 1.03 6,000 1 1 6,000
468000 1 0.11 468,000 1.12 6,000 1 1 6,000
470400 1 0.11 470,400 1.12 6,000 1 1 6,000
489600 1 0.11 489,600 1.17 7,200 1 1 7,200
536400 1 0.11 536,400 1.28 7,200 1 1 7,200
547200 1 0.11 547,200 1.31 7,200 1 1 7,200
588000 1 0.11 588,000 1.40 8,400 1 1 8,400
702000 2 0.22 1,404,000 3.35 9,600 1 1 19,200
986400 1 0.11 986,400 2.35 13,200 1 1 13,200
1008000 1 0.11 1,008,000 2.41 14,400 1 1 14,400
1936800 3 0.33 5,810,400 13.87 26,400 1 1 79,200

3) Allotment to QIBs excluding Anchor Investors (After Technical Rejections)

Allotment to QIBs, who have bid at the Issue Price of Rs. 102.00 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 11.25 times of QIB portion. The total number of Equity Shares allotted in the QIB category is 7,75,200 Equity Shares, which were allotted to 9 successful Applicants.

CATEGORY FIS/BANKS MF'S IC'S NBFC'S AIF Flls/FPIs OTHERS TOTAL
QIB (excluding Anchor) 1 - - 1 - 5 2 7,75,200

4) Allotment to Anchor Investors (After Technical Rejections)

The Company in consultation with the BRLM has allocated 11,59,200 Equity Shares to 2 Anchor Investors at the Anchor Investor Offer Price of Rs.102.00 per Equity Shares in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Category.

CATEGORY FIS/BANKS MF'S ICS NBFC'S AIF Flls/FPIs OTHERS TOTAL
Anchor - - - 1 - 1 - 11,59,200

The Board of Directors of our Company at its meeting held on October 10, 2022 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation will be dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been dispatched/mailed for unblocking of funds and transfer to the Public Offer Account on or before October 11, 2022. The Equity Shares allotted to the successful allottees shall be uploaded on October 11, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is in the process of obtaining the listing and trading approval from NSE and the trading of the Equity Shares is expected to commence on October 13, 2022.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated October 07, 2022 filed with the Registrar of Companies, Delhi ("RoC").

INVESTORS PLEASE NOTE

The details of the allotment made has been hosted on the website of the Registrar to the Offer, Skyline Financial Services Private Limited at website: www.skylinerta.com  All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole Bidder Serial number of the ASBA form, number of Equity Shares bid for, Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and copy of the Acknowledgment Slip received from the Designated Intermediary and payment details at the address given below:

wpe2E1.jpg (6915 bytes) Skyline Financial Services Private Limited
Address: D-153 A, 1st Floor, Okhla Industrial Area, Phase -1, New Delhi -110020
Tel No.: +91-11-40450193-197; Website: www.skylinerta.com ;
Email: ipo@skylinerta.com ; CIN: U74899DL1995PTC071324;
Contact Person: Ms. Rati Gupta; SEBI Registration No.: INR000003241
On behalf of Board of Directors Frog Cellsat Limited
Place: Noida Sd/-
Date: October 10, 2022 Mr. Konark Trivedi Managing Director

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF FROG CELLSAT LIMITED.

Disclaimer: Frog Cellsat Limited has filed the Prospectus with the RoC on October 07, 2022 and thereafter with SEBI and the Stock Exchange. The Prospectus is available on the website of the BRLM, Sarthi Capital Advisors Private Limited at www.sarthiwm.in  and the Company at www.frogcellsat.com , and shall also be available on the website of the NSE and SEBI. Investors should note that Investment in Equity Shares involves a high degree of risk and for details relating to the same, please see "Risk Factors" beginning on page 24 of the Prospectus.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act') or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable U.S. state securities laws. The Equity Shares are being offered and sold outside the United States in ‘offshore transactions' in reliance on Regulation under the Securities Act and the applicable laws of each jurisdiction where such offers and sales are made. There will be no public offering in the United States.

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