| Basis of Allotment |
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE. PURCHASE OR SUBSCRIBE TO SECURITIES AND IS NOT A PROSPECTUS ANNOUNCEMENT.
NOT FOR RELEASE. PUBLICATION OR DISTRIBUTION. DIRECTLY OR INDIRECTLY, OUTSIDE INDIA.
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| Stove Kraft Private Limited |
Our Company was incorporated as Stove Kraft Private Limited on June 28, 1999 with a certificate of incorporation issued by the Registrar of Companies, Bangalore, Karnataka "RoC" as a private limited company under the Companies Act. 1956. Subsequently, our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting held on May 28, 2018 and the name of our Company was changed to Slove Kraft Limited. A fresh certificate of incorporation consequent upon change of name was issued by the RoC on August 13, 2018 For further details in relation to the change in the name and the registered address of our Company, see "History and Certain Corporate Matters" on page 146 of the Prospectus dated February 1, 2021 ("Prospectus") filed with the RoC and thereafter with the Securities Exchange Board of India "SEBI"). BSE Limited ("BSE") and National Stock Exchange of India Limited "NSE". and together with the BSE, the "Stock Exchanges").
| Registered and Corporate Office : 81/1, Medamarana Hall Village, Harohalli Hobli, Kanakapura Taluk, Ramanagar District 552 112, Kamalaka, India Tel: +91 80 2801 6222 Fax: +91 80 2801 6209 |
| Contact Person: Shashrdhar SK. Chief Financial Officer, Company Secretary and Compliance Officer; E-mail: cs@stovekraft.com; Website : www.stovekraft.com, Corporate Identity Number: U29301KA1999PLC025387 |
| OUR PROMOTERS: RAJENDRA GANDHI AND SUNITA RAJENDRA GANDHI |
Our Company has filed the Prospectus with the RoC on February 1, 2021 and the Equity Shares are proposed to be listed on the Stock Exchanges and trading is expected to commence on February 5, 2021.
| BASIS OF ALLOTMENT |
INITIAL PUBLIC OFFER OF 10,717,532 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF STOVE KRAFT LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS 385 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 375 PER EQUITY SHARE) AGGREGATING UP TO Rs. 4,126.25 MILLION ("OFFER") COMPRISING OF A FRESH ISSUE OF 2,467,532 EQUITY SHARES AGGREGATING UP TO Rs. 950.00 MILLION ( "FRESH ISSUE") AND AN OFFER FOR SALE OF 8,250,000 EQUITY SHARES COMPRISING OF 690,700 EQUITY SHARES BY OUR PROMOTER, RAJENDRA GANDHI, 59,300 EQUITY SHARES BY OUR PROMOTER, SUNITA RAJENDRA GANDHI ("PROMOTER SELLING SHAREHOLDERS"), 1,492,080 EQUITY SHARES BY SEQUOIA CAPITAL INDIA GROWTH INVESTMENT HOLDINGS I ("SCI-GIH") AND 6,007,920 EQUITY SHARES BY SCI GROWTH INVESTMENTS II ("SCI") TOGETHER WITH SCI-GIH, "INVESTOR SELLING SHAREHOLDERS") (THE INVESTOR SELLING SHAREHOLDERS TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, THE "SELLING SHAREHOLDERS"), AND SUCH OFFERED SHARES, THE "OFFERED SHARES") AGGREGATING UP TO Rs. 3,176.25 MILLION ("OFFER FOR SALE"). THE OFFER WILL CONSTITUTE 32.93% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS Rs. 10 EACH. THE OFFER PRICE IS 38.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.
OFFER PRICE: Rs. 385 PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACH ANCHOR INVESTOR OFFER PRICE: Rs. 385 PER EQUITY SHARE THE OFFER PRICE IS 38.50 TIMES THE FACE VALUE
| RISKS TO INVESTORS: | |
| • | The two book running lead managers ("BRLMs") associated with the Offer have handled 18 public issues in the past three years out of which 7 issues closed below the issue price on listing date. |
| • | The average cost of acquisition of equity shares for Promoter Selling Shareholders ranges from Rs. 3.18 per Equity Share to Rs. 8.49 per Equity Share and for Investor Selling Shareholders ranges from Rs. 113.48 per Equity Share to Rs. 239.34 per Equity Share and Offer Price at upper end of Price band Rs. 385. |
| • | The Price/Earnings ratio based on adjusted diluted EPS for Fiscal 2020 for the Issuer at the upper end of the Price band is as high as 366.67 as compared to the average industry peer group PE ratio of 123.82. |
| • | Weighted Average Return on adjusted Net Worth for the financial years 2020, 2019 and 2018 is 1.46%. |
| BID/OFFER PERIOD: | |
| OPENED ON : MONDAY, JANUARY 25, 2021 CLOSED ON : THURSDAY, JANUARY 28, 2021 | |
| ANCHOR INVESTOR BIDDING DATE WAS: FRIDAY, JANUARY 22, 2021 | |
The Offer was 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 31 of the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018 ("SEBI ICDR") and was made in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein at least 75% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") ("QIB Category"). Our Company and Selling Shareholders have, in consultation with the BRLMs, allocated 60% of the QIB Category to Anchor Investors at the Anchor Investor Allocation Price on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds only at or above the Anchor Investor Allocation Price. Further, such number of Equity Shares representing 5% of the QIB Category (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs, the Bid Amounts received by our Company shall be refunded. Further, not more than 15% of the Offer was made available for allocation on a proportionate basis to Non-lnstitutional Investors and not more than 10% of the Offer was made available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID, in case of RIBs, if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or under the UPI Mechanism, as applicable. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" on page 285 of the Prospectus.
The Offer received 478,728 applications for 10,53,40,294 Equity Shares (prior to technical rejections) resulting in 9.8288 times subscription. The details of the applications received in the Offer from various categories are as under (before technical rejections):
| Sr. No. | Category | No, of Applications Applied | No, of Equity Shares | Shares Reserved as per Prospectus | No. of times Subscribed | Amount (Rs,) |
| A | Qualified Institutional Bidders (excluding Anchor Investors) | 43 | 2,57,45,760 | 32,15,260 | 8.01 | 9,91,21,17,600 |
| B | Non-lnstitutional Investors | 869 | 5,11,06,884 | 16,07,629 | 31.79 | 19,67,61,61,892 |
| C | Retail Individual Investors | 4,77,784 | 2,31,88,892 | 10,71,753 | 21.64 | 8,92,85,16,886 |
| D | Anchor Investors | 32 | 52,98,758 | 48,22,890 | 1.10 | 2,04,00,21,830 |
| TOTAL | 4,78,728 | 10,53,40,294 | 1,07,17,532 | 9.83 | 40,55,68,18,208 |
Final Demand
A summary of the final demand as per BSE and NSE as on the Offer Closing Date at different Bid prices is as under:
| Sr. No. | Bid Price | No, of Equity Shares | % to Total | Cumulative Total | Cumulative % of Total |
| 1 | 384 | 2,35,410 | 0.22 | 2,35,410 | 0.22 |
| 2 | 385 | 8,45,36,966 | 78.13 | 8,47,72,376 | 78.35 |
| 3 | CUT-OFF | 2,34,30,572 | 21.65 | 10,82,02,948 | 100.00 |
| TOTAL | 10,82,02,948 | 100.00 |
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the BSE on February 2, 2021.
A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs. 385 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 21.0539 times. The total number of Equity Shares Allotted in Retail Portion is 1,071,753 Equity Shares to 28,204 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:
| Category | No, of Applications Received | %of Total | Total No, of Equity Shares applied | %to Total | No, of Equity Shares allotted per Bidder | Ratio | Total No, of Equity Shares allotted |
| 38 | 4,24,875 | 91.29 | 1,61,45,250 | 71.55 | 38 | 289 : 4769 | 9,78,386 |
| 76 | 20,556 | 4.42 | 15,62,256 | 6.92 | 38 | 2 : 33 | 47,348 |
| 114 | 6,530 | 1.40 | 7,44,420 | 3.30 | 38 | 2 : 33 | 15,048 |
| 152 | 2,824 | 0.61 | 4,29,248 | 1.90 | 38 | 2 : 33 | 6,498 |
| 190 | 2,501 | 0.54 | 4,75,190 | 2.11 | 38 | 2 : 33 | 5,738 |
| 228 | 1,092 | 0.23 | 2,48,976 | 1.10 | 38 | 2 : 33 | 2,508 |
| 266 | 1,067 | 0.23 | 2,83,822 | 1.26 | 38 | 2 : 33 | 2,470 |
| 304 | 392 | 0.08 | 1,19,168 | 0.53 | 38 | 3 : 49 | 912 |
| 342 | 219 | 0.05 | 74,898 | 0.33 | 38 | 13 : 219 | 494 |
| 380 | 1,231 | 0.26 | 4,67,780 | 2.07 | 38 | 2 : 33 | 2,812 |
| 418 | 176 | 0.04 | 73,568 | 0.33 | 38 | 11 : 176 | 418 |
| 456 | 324 | 0.07 | 1,47,744 | 0.65 | 38 | 5 : 81 | 760 |
| 494 | 3,628 | 0.78 | 17,92,232 | 7.94 | 38 | 2 : 33 | 8,360 |
| 1 | 1 : 2457 | 1 | |||||
| TOTAL | 4,65,415 | 100.00 | 2,25,64,552 | 100.00 | 10,71,753 |
Please Note: 1 additional Share shall be allotted to 1 Allottees from amongst 2,457 Successful Applicants from the categories 76 - 494 (i.e. excluding successful applicants from Category 38) in the ratio of 1 : 2457
B. Allotment to Non-lnstitutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non-lnstitutional Bidders, who have bid at the Offer Price of Rs. 385 per Equity Share or above, was finalized in consultation with the BSE. The Non-lnstitutional Portion has been subscribed to the extent of 31.6361 times. The total number of Equity Shares Allotted in this category is 1,607,629 Equity Shares to 633 successful Non-lnstitutional Bidder. The category-wise details of the Basis of Allotment are as under (Sample):
| Category | No. of Applications Received | %of Total | Total No, of Equity Shares applied | %to Total | No, of Equity Shares allotted per Bidder | Ratio | Total No, of Equity Shares allotted |
| 532 | 228 | 26.76 | 1,21,296 | 0.24 | 38 | 101 : 228 | 3,838 |
| 570 | 81 | 9.51 | 46,170 | 0.09 | 38 | 38:81 | 1,444 |
| 608 | 17 | 2.00 | 10,336 | 0.02 | 38 | 9:17 | 342 |
| 646 | 15 | 1.76 | 9,690 | 0.02 | 38 | 8:15 | 304 |
| 684 | 9 | 1.06 | 6,156 | 0.01 | 38 | 5:9 | 190 |
| 722 | 2 | 0.23 | 1,444 | 0.00 | 38 | 1 :2 | 38 |
| 760 | 40 | 4.69 | 30,400 | 0.06 | 38 | 5:8 | 950 |
| 1038958 | 2 | 0.23 | 20,77,916 | 4.09 | 32,841 | 1 :1 | 65,682 |
| 1082582 | 1 | 0.12 | 10,82,582 | 2.13 | 34,220 | 1 :1 | 34,220 |
| 1263082 | 2 | 0.23 | 25,26,164 | 4.97 | 39,925 | 1 :1 | 79,850 |
| 1272696 | 1 | 0.12 | 12,72,696 | 2.50 | 40,229 | 1 :1 | 40,229 |
| 1298688 | 2 | 0.23 | 25,97,376 | 5.11 | 41,051 | 1 :1 | 82,102 |
| 1870094 | 1 | 0.12 | 18,70,094 | 3.68 | 59,113 | 1 :1 | 59,113 |
| 1948032 | 1 | 0.12 | 19,48,032 | 3.83 | 61,576 | 1 :1 | 61,576 |
| 2289348 | 1 | 0.12 | 22,89,348 | 4.50 | 72,365 | 1 :1 | 72,365 |
| 2337646 | 1 | 0.12 | 23,37,646 | 4.60 | 73,892 | 1 :1 | 73,892 |
| 2597376 | 3 | 0.35 | 77,92,128 | 15.32 | 82,102 | 1 :1 | 2,46,306 |
| 2662318 | 1 | 0.12 | 26,62,318 | 5.23 | 84,154 | 1 :1 | 84,154 |
| 2675314 | 3 | 0.35 | 80,25,942 | 15.78 | 84,565 | 1 :1 | 2,53,695 |
| TOTAL | 852 | 100.00 | 5,08,59,162 | 100.00 | 16,07,629 |
C. Allotment to QIBs (After Technical Rejections)
Allotment to QIBs, who have Bid at the Offer Price of Rs. 385 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 8.0074 times of QIB Portion. As per the SEBI Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 160,763 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 3,054,497 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 3,215,260 Equity Shares, which were allotted to 43 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:
| Category | Fls/Banks | Flls/FPIs | IC | MFs | OTHs | Total |
| QIB | 5,11,651 | 17,12,619 | 1,25,588 | 3,90,846 | 4,74,556 | 32,15,260 |
D. Allotment to Anchor Investors
The Company and the Selling Shareholders, in consultation with the BRLMs. have allocated 4,822,890 Equity Shares to 32 Anchor Investors through 15 Applications (including 3 Mutual Funds through 20 schemes) at the Anchor Investor Offer Price of Rs. 385 per Equity Share in accordance with the SEBI Regulations. This represents 60% oftheQIB Portion.
| Category | MFs | ICs | AIFs | FPI/Flls | OTHs | Total |
| Anchor | 12,98,688 | 3,63,622 | 12,16,687 | 19,43,893 | - | 48,22,890 |
The basis of allotment of Equity Shares was approved by the Designated Stock Exchange, being BSE and the IPO Committee of the Board of Directors of the Company on February 3, 2021 has allotted the Equity Shares to successful Bidders. The Allotment Advice-cum-lntimations will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds and transfer to Public Offer Account have been issued on February 02, 2021 and payment to non-Syndicate brokers have been issued on February 3, 2021. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on February 03, 2021 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 approvals from NSE and BSE and the trading is expected to commence on February 05, 2021.
All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.
INVESTORS PLEASE NOTE
The details of the allotment made will be hosted on the website of the Registrar to the Offer, KFin Technologies Private Limited at www.kfintech.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. Bid -cum-Application Form number, Bidder DP ID. Client ID, PAN, date of submission of 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 a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:
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| KFin Technologies Private Limited |
| Selenium, Tower B, Plot No. 31-32, Financial District, Nanakramguda Serilingampally, |
| Hyderabad Rengareddi 500 032, Telangana, India Tel: +91 40 6716 2222; Fax: +91 40 2343 1551 |
| E-mail: stovekraft.ipo@kfintech.com, Investor grievance e-mail: einward.ris.ipo@kfintech.com |
| Website: www.kfintech.com; Contact Person: M. Murali Krishna, SEBI Registration No.: INR000000221 |
| For STOVE KRAFT LIMITED | |
| On behalf of the Board of Directors | |
| Place: Bengaluru | Sd/- |
| Date: February 4, 2021 | Chief Financial Officer, Company Secretary and Compliance Officer |
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 STOVE KRAFT LIMITED.
STOVE KRAFT LIMITED has filed the Prospectus with the RoC on February 1, 2021 and thereafter with the SEBI and the Stock Exchanges. The Prospectus is available on the websites of SEBI, BSE and NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com respectively, and is available on the websites of the BRLMs, i.e Edelweiss Financial Services Limited and JM Financial Limited at www.edelweiss.in.com and www.jmfi.com, respectively. 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' on page 19 of the Prospectus.
The Equity Shares have not been and will not be roistered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and applicable U.S. state securities laws The Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S. There will be no offering of the Equity Shares in the United Slates.
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