THIS IS A PUBLIC ANNOUNCEMENT FOR INFORVATON
PURPOSES ONLYANO IS NOT A PROSPECTUS ANNOUNCEMENT AND OOES NOT CONSTITUTE AN INVITATION OR
OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECRY OR INDIRECTLY OUTSIDE INDIA
 |
DIVGI TORQTRANSFER
SYSTEMS LIMITED |
| Divgi Torqtransfer Systems
Limited (‘Company’ or ‘Issuer’) was originally incorporated as
‘Divgi Metalwares Private Limited’, a private limited company under the
Companies Act, 1956 through certificate of incorporation dated December 16, 1964, issued
by the Registrar of Companies, Maharashtra at Mumbai. Pursuant to an amendment to the
Companies Act, 1956, our Company was deemed public under Section43A(1A) of the Companies
Act, 1956. Consequently, the word 'Private' was deleted from the name of our Company and
our name was changed ‘Divgi Metalwares Limited’with effect from July 1, 1996.
The name of our Company was further changed to ‘Divgi Meta wares Private
Limited’ upon insertion of the word Private after our Company was converted into a
private limited company pursuant to an amendment to Section43A(1A) in Companies Act, 1956
by Companies Amendment Act, 2000 with effect from November 23, 1998 and a fresh
certificate of incorporation dated October 26, 1999 was issued by the RoC. The name of our
Company was further charged to ' Divgi Torqtransfer Systems Limited’ upon conversion
to a pubic limited company and consequently a fresh certificate of incorporation was
issued by the RoC, on March 10, 2022, recording the change of our Company's name to
‘Divgi Torqtransfer Systems Limited’. For further details in relation to changed
in name and change in the address of the registered office of our Company, see
"History and Certain Corporate Matters Change in the Registered Office" on page
174 of the Prospectus dated March 6, 2023. |
| Registered and
Corporate Office: Plot No. 75, General Block, MIDC, Bhosari, Pune 411026, Tel:
+91 020 – 63110114, Contact Person: Satish Chandrasheklar Kadrolli, Company
Secretary arc Compliance Officer, Tel: +91020 -63110114 |
| E-mail: sckadrolli@divgi-tts.com; Website: www.divgi-tts.com, Corporate Identity Number:
U32201MH1964PLC013085 |
| THE PROMOTERS OF
OUR COMPANY ARE JITENPRA BHASKAR DIVGI, HIRENDRA BHASKAR DIVGI AND DIVGI HOLDINGS PRIVATE
LIMITED |
Our Company has filed the Prospectus dated March 6, 2023 with the RoC
(the "Prospectus") and the Equity Shares are proposed to be listed on the
National Stock Exchange of India Limited ("NSE") and BSE Limited
("BSE") and the trading will commence on March 14, 2023.
INITIAL PUBLIC OFFERING OF 69,85,090 EQUITY SHARES OF FACE VALUE OF Rs.
5 EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF Rs. 590 PER
EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF Rs. 585 PER EQUITY SHARE) ("OFFER
PRICE") AGGREGATING TO Rs. 4,121.20 MILLION, COMPRISING A FRESH ISSUE OF 30,50,847
EQUITY SHARES AGGREGATING TO Rs. 1,800 MILLION BY OUR COMPANY ("FRESH ISSUE")
AND AN OFFER FOR SALE OF 39,34,243 EQUITY SHARES AGGREGATING TO Rs. 2,321.20 MILUON,
COMPRISING 22,50,000 EQUITY SHARES AGGREGATING TO Rs. 1,327.50 MILLION BY OMAN INDIA JOINT
INVESTMENT FUND II, 14,41,441 EQUITY SHARES AGGREGATING TO Rs. 850.45 MILUON BY NRJN
FAMILY TRUST (REPRESENTED BY ITS CORPORATE TRUSTEE. ENTRUST FAMILY OFFICE LEGAL AND
TRUSTEESHIP SERVICES PRIVATE LIMITED), 49,430 EQUITY SHARES AGGREGATING TO Rs. 29.16
MILUON BY BHARAT BHALCHANDRA DIVGI, 40,460 EQUITY SHARES AGGREGATING TO Rs. 23.87 MILLION
BY SANJAY BHALCHANDRA DIVGI, 15,232 EQUITY SHARES AGGREGATING TO Rs. 8.99 MILLION BY
KISHORE MANGESH KALBAG, 104,020 EQUITY SHARES AGGREGATING TO Rs. 61.37 MILLION BY ASHISH
ANANT DIVGI, 33,660 EQUITY SHARES AGGREGATING TO Rs. 19.86 MILLION BY ARUN RAMDAS IDGUNJI
(COLLECTIVELY, THE "SELLING SHAREHOLDERS", AND SUCH EQUITY SHARES OFFERED BY THE
SELLING SHAREHOLDERS, THE "OFFERED SHARES") (SUCH OFFER FOR SALE BY THE SELLING
SHAREHOLDERS, THE "OFFER FOR SALE" AND TOGETHER WITH THE FRESH ISSUE, "THE
OFFER") THE OFFER CONSTITUTES 22.84% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL
OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS Rs. 5 EACH. THE OFFER PRICE IS 118
TIMES THE FACE VALUE OF THE EQUITY SHARES.
| ANCHOR INVESTOR
OFFER PRICE: Rs. 590 PER EQUITY SHARE OF FACE VALUE OF Rs. 5 EACH. |
| OFFER PRICE: Rs.
590 PER EQUITY SHARE OF FACE VALUE OF Rs. 5 EACH. |
| THE OFFER PRICE
IS 118 TIMES THE FACE VALUE OF THE EQUITY SHARES |
| RISKS TO
INVESTORS |
| 1. |
Select
financial ratios: |
| Particulars |
At
Floor Price |
At
Cap Price |
| Market Capitalisation/ Earnings (FY22) |
33.41 |
35.20 |
| Market Capitalisation/Total Income (FY22) |
6.37 |
6.72 |
| Enterprise Value/EBITDA(FY22) |
21.47 |
22.73 |
| P/E Ratio |
33.41 |
35.20 |
The Offer Price, multiples and ratios may not be indicative of the
market price of the Equity Shares on listing or thereafter.
| 2. |
RISK FACTORS
ASSOCIATED WITH OURCOMPANY |
| a. |
Our business
largely depends upon our top five customers, and the loss of such customers or a
significant reduction in purchases by such customers will have a material adverse impact
on our business. |
The table below sets forth the breakdown of our income from sale of
goods from our respective customers.
|
Top one customer |
Top 5 customer |
| Revenue generated (In ? million) |
As
a (%) of revenue from operations |
Revenue
generated (In Rs. million) |
As
a (%) of revenue from operations |
| Six months ended September 30,2022 |
988.45 |
73.92 |
1,239.05 |
92.66 |
| Fiscal 2022 |
1,255.55 |
53.71 |
2,133.86 |
91.28 |
| Fiscal 2021 |
665.44 |
35.67 |
1,732.60 |
92.86 |
| Fiscal 2020 |
417.09 |
26.22 |
1,382.85 |
86.94 |
| b. |
The geographical
concentration of our exports to certain countries and the Inability to operate and grow
our business In such countries may have a material adverse effect on our business,
financial condition, results of operations, cash flows and future business prospects. |
The table below sets forth the breakdown of our income from sale of
goods across geographic markets, as a percentage of our total sale of goods for the
periods indicated.
| Geographical Location |
India |
USA |
China |
Korea |
Russia |
Sweden |
Total |
| Six months ended September 30,2022 |
91.61% |
3.82% |
4.54% |
- |
- |
0.03% |
100.00% |
| Fiscal 2022 |
73.70% |
2.71% |
8.64% |
3.24% |
11.71% |
- |
100.00% |
| Fiscal 2021 |
49.87% |
10.66% |
16.46% |
7.22% |
15.79% |
- |
100.00% |
| Fiscal 2020 |
48.12% |
14.30% |
12.96% |
10.49% |
14.13% |
- |
100.00% |
| c. |
Our business
could be adversely affected by volatility in the price or availability of raw materials
and components. There is no certainty that we may not experience volatility in the
cost or availability of such raw materials and commodities or in the cost or availability
of utilities and natural resources used in our operations, such as power, water and fuel
as well as increasing transportation costs in the future. |
| d. |
We depend on
some third party suppliers for certain key components and raw materials used for
manufacturing our systems and components. A disruption in the supply of these key
components and raw materials and failure of our suppliers and third- party logistics
service providers to meet their obligations and could Impact our on time supplies and
input cost, if resourced from other suppliers. |
Details of the contribution by our top five raw material suppliers as a
percentage of ourtotal raw material is given below:
|
Contribution by our top five raw material suppliers |
As a percentage of total raw material |
| On Rs. million) |
| Six months ended September 30,2022 |
243.01 |
42.70% |
| Fiscal 2022 |
|
39.67% |
| Fiscal 2021 |
287.57 |
39.45% |
| Fiscal 2020 |
290.55 |
49.07% |
| e. |
Delays or
defaults in customer payments and receivables may adversely impact our profits and affect
our cash flows. |
We face the risk of uncertainty regarding the receipt of the
outstanding receivable amounts. Our outstanding trade receivables percentage of our
revenue from operations and the trade receivables turnover ratio was as follows:
|
As
a percentage of revenue from operations |
Trade
receivables turnover ratio* |
| Six months ended September 30,2022 |
51.44% |
2.20 |
| As of March 31,2022 |
|
4.35 |
| As of March 31,2021 |
|
4.77 |
| As of March 31,2020 |
14.71% |
5.18 |
* Trade Receivables turnover ratio: Revenue from operations over
average Trade Receivable
| f. |
We have only three
manufacturing plants as on the date of the Prospectus. Our manufacturing facility at
Sirsi, Karnataka has the highest installed capacity, amongst the three manufacturing
plants. |
Our manufacturing facilities are subject (o operational risks
associated with breakdown of machinery, manufacturing shutdowns, which may Impact us in
the future.
| 3. |
Average cost of
acquisition of equity shares for the Selling Shareholders in IPO is as follows: |
| Name of Selling Shareholder |
Average
Cost of Acquisition in t Per Equity Share* |
| Oman India Joint Investment Fund II |
167.30 |
| NRJN Family Trust (represented by its corporate trustee, Entrust Family Office
Legal and Trusteeship Services Private Limited) |
125.28 |
| Bharat Bhalchandra Divqi |
0.69 |
| Saniav Bhalchandra Divgi |
0.82 |
| Ashish Anant Divai |
0.38 |
| Arun Ramdas Idgunii |
2.50 |
| Kishore Mangesh Kalbag |
2.50 |
*As certified by A. R. Sulakhe & Company, Chartered Accountants,
pursuant to their certificate dated March 6, 2023.
Average cost of acquisition of Equity Shares held by the Selling
Shareholders ranges from Rs. 0.38 to Rs. 167.30 per Equity Share and Offer Price is Rs.
590per Equity Share.
| Name of BRLMs |
Total
Issues |
Issues
Closed Below IPO Price on Listing Date |
| Inga Ventures Private Limited |
- |
- |
| Equirus Capital Private Limited |
10 |
3 |
| Common issues handled by the BRLMs |
- |
- |
| Total |
10 |
3 |
The 2 BRLMs associated with the Offer have handled 10 public issues in
the past three Fiscal Years, out of which 3 issues closed below the offer price on the
listing date.
| 5. |
Weighted Average Return on
Net Worth for Fiscals 2022,2021 & 2020is 13.30% and as on September30, 2022 is 7.20%
(Not Annualized). |
| 6. |
The weighted average cost
of acquisition for all Equity Shares acquired in the last 18 months, one year and three
years preceding the date of the Prospectus by all the Shareholders is set forth below: |
| Period |
WACA
per Equity Share (in Rs.) |
Cap
Price (Rs. 590) is 'x' times the WACA |
Range
of acquisition price per Equity Share: lowest price - highest price (in Rs.) |
| Last 1 year |
0.00 |
NA |
0-0 |
| Last 18 months |
0.00 |
NA |
0-0 |
| Last 3 years |
18.22 |
32.38 |
0-5,811.40* |
Acquisition price is (i) pre sub-division of Equity Shares which was
approved by the resolution of Board of Directors of the Company on December 7, 2021 and by
the resolution of shareholders of the Company dated December 14, 2021; and (ii) pre bonus
issue of Equity Shares undertaken by the Company on February 18,2022.
| a. |
Weighted average
cost of acquisition, floor price and cap price |
| Types of transactions |
Weighted
average cost of acquisition (Rs. per Equity Share) |
Floor
price (i.e. Rs. 560) |
Cap
price (i.e. Rs. 590) |
| (a) Weighted average cost of acquisition of primary /new issue 18 months prior to
Prospectus |
NA
^ |
NA
^ times |
NA
^ times |
| (b) Weighted average cost of acquisition for secondary sale/ acquisitions 18
months prior to Prospectus |
NA^^ |
NA
^^ times |
NA
^^ times |
| (c) Weighted average cost of acquisition of primarv issuances 3 vear prior to
Prospectus |
32.29* |
17.34
times |
18.27
times |
| (d) Weighted average cost of acquisition for secondary transactions 3 year prior
to Prospectus |
91.64* |
6.11
times |
6.44
times |
Note: ^There were no primary / new issue of shares (equity/
convertible securities) transactions, other than equity shares issued pursuant to a bonus
issue on 18 February 2022, in last 18 months prior to the date of the Prospectus.
^^ There were no secondary sales / acquisition of shares of shares
(equity/ convertible securities) transactions in last 18 months from the date of the
Prospectus.
*Since there are no such transactions to report to under (a) and (b)
therefore, information for last five primary or secondary transactions (secondary
transactions where Promoter / Promoter Group entities or Selling Shareholders or
shareholder(s) having the right to nominate director(s) in the Board of Directors of our
Company, are a party to the transaction), not older than three years poor to the filing of
the Prospectus irrespective of the size of transactions has been considered.
Notes to select financial ratio mentioned in Risk to Investor 1 above:
| 1. |
Total Income is for the year
ended March 31, 2022. |
| 2. |
EBITDA = Restated profit/
(loss) before tax plus finance cost plus depreciation & amortization minus other
income. EBITDA has been derived from the restated financial information of the Company for
the year ended March 31,2022. |
| 3. |
Market capitalization refers
to the total value of our Company’s Equity Shares. It has been calculated by
multiplying the respective price fw share with total number of outstanding shares of our
Company as on March 31, 2022. |
| 4. |
Enterprise Value = Market cap
as explained above plus Net debt as on March 31, 2022. |
| 5. |
Earnings refers to Profit
forthe year ended March 31, 2022. |
| 6. |
P/E Ratio has been computed
based on the respective price per Equity Share divided by Basic/ Diluted EPS as on March
31, 2022 |
| BID/OFFER PERIOD: |
| OPENED ON:
WEDNESDAY, MARCH 1, 2023 |
| CLOSED ON:
FRIDAY, MARCH 3, 2023 |
| ANCHOR INVESTOR
BIDDING DATE WAS: |
| TUESDAY, FEBRUARY
28, 2023 |
The Offer has been 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 ICDR Regulations and incompliance with Regulation
6{2)of the SEBI ICDR Regulations, wherein not less than 75% of the Offer was allocated on
a proportionate basis to the Qualified Institutional Buyers ("QIBs") ("QIB
Portion"). Our Company and Selling Shareholders in consultation with the BRLMs,
allocated 60% of the QIB Portion to Anchor Investors 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 at or above the Anchor Investor Allocation Price.
Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis
only to Mutual Funds, and the remainder of the Net QIB Portion was available for
allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid
Bids having been received at or above the Offer Price. Further, not more than 15% of the
Offer was available for allocation to Non-Institutional Investors of which one-third of
the Non-Institutional Category was available for allocation to Bidders with an application
size of more than Rs. 200,000 and up to Rs. 1,000,000 and two-thirds of the
Non-Institutional Category was available for allocation to Bidders with an application
size of more than Rs. 1,000,000, further, the under-subscription in either of these two
sub- categories of Non-Institutional Category was allocated to Bidders in the other
sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations,
subject to valid Bids having been received at or above the Offer Price. Further, not more
than 10% of the Offer was available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at
or above the Offer Price. All potential 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
and Nils) if applicable, in which the corresponding Bid Amounts was blocked by the SCSBs
or by Sponsor Banks 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" beginning on page 323 of the Prospectus.
The bidding for Anchor Investor opened and closed on Tuesday, February
28, 2023. The company received 12 applications from from 9 anchor investors (including 5
mutual funds through 8 mutual fund schemes) for 32,88,175 Equity Shares. The Anchor
investor price was finalized at Rs. 590 per Equity Share. A total of 3,143,290 shares were
allocated under the Anchor Investor Portion aggregating to Rs. 1,854,541,100,00
The Offer received 91,341 applications for 2,41,96,350 Equity Shares
(prior to technical rejections) resulting in 3.46 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 received |
No.
of Equity Shares |
No.
of Equity Shares Reserved (as per Prospectus) |
No.
of times Subscribed |
Amount
(Rs.) |
| A |
Retail
Individual Bidders |
88,818 |
30,26,975 |
6,98,509 |
4.33 |
1,78,57,12,725.00 |
| B |
Non-Institutional
Bidders - more than Rs. 2 lakhs and upto Rs. 10 lakhs |
2,178 |
8,47,875 |
3,49,255 |
2.43 |
50,01,91,025.00 |
| C |
Non-lnstitutional
Bidders - more than Rs. 10 lakhs |
312 |
6,32,825 |
6,98,508 |
0.91 |
37,32,04,750.00 |
| D |
Qualified
Institutional Bidders (excluding Anchors Investors) |
21 |
1,64,00,500 |
20,95,528 |
7.83 |
9,67,62,95,000.00 |
| E |
Anchor
Investors |
12 |
32,88,175 |
31,43,290 |
1.05 |
1,94,00,23,250.00 |
|
TOTAL |
91,341 |
2,41,96,350 |
69,65,090 |
3.46 |
14,27,54,26,750.00 |
Final Demand
A summary of the final demand as per BSE and NSE as on the Bid/Offer
Closing Date at different Bid prices is as under
| Sr. No. |
Bid
Price |
No.
of Equity Shares |
%
to Total |
Cumulative
Total |
Cumulative
% to Total |
| 1 |
560 |
62,950 |
0.26 |
62,950 |
0.26 |
| 2 |
561 |
1,975 |
0.01 |
64,925 |
0.27 |
| 3 |
562 |
625 |
0.00 |
65,550 |
0.27 |
| 4 |
563 |
275 |
0.00 |
65,825 |
0.28 |
| 5 |
564 |
225 |
0.00 |
66,050 |
0.28 |
| 6 |
565 |
5,725 |
0.02 |
71,775 |
0.30 |
| 7 |
566 |
75 |
0.00 |
71,850 |
0.30 |
| 8 |
567 |
1,125 |
0.00 |
72,975 |
0.31 |
| 9 |
568 |
225 |
0.00 |
73,200 |
0.31 |
| 10 |
569 |
275 |
0.00 |
73,475 |
0.31 |
| 11 |
570 |
14,500 |
0.06 |
87,975 |
0.37 |
| 12 |
571 |
125 |
0.00 |
88,100 |
0.37 |
| 13 |
572 |
700 |
0.00 |
88,800 |
0.37 |
| 14 |
573 |
75 |
0.00 |
88,875 |
0.37 |
| 15 |
574 |
125 |
0.00 |
89,000 |
0.37 |
| 16 |
575 |
9,650 |
0.04 |
98,650 |
0.41 |
| 17 |
576 |
200 |
0.00 |
98,850 |
0.41 |
| 18 |
577 |
175 |
0.00 |
99,025 |
0.42 |
| 19 |
578 |
250 |
0.00 |
99,275 |
0.42 |
| 20 |
579 |
1,000 |
0.00 |
1,00,275 |
0.42 |
| 21 |
580 |
11,150 |
0.05 |
1,11,425 |
0.47 |
| 22 |
581 |
75 |
0.00 |
1,11,500 |
0.47 |
| 23 |
582 |
75 |
0.00 |
1,11,575 |
0.47 |
| 24 |
583 |
200 |
0.00 |
1,11,775 |
0.47 |
| 25 |
585 |
3,950 |
0.02 |
1,15,725 |
0.49 |
| 26 |
586 |
850 |
0.00 |
1,16,575 |
0.49 |
| 27 |
587 |
400 |
0.00 |
1,16,975 |
0.49 |
| 28 |
588 |
2,550 |
0.01 |
1,19,525 |
0.50 |
| 29 |
589 |
4,475 |
0.02 |
1,24,000 |
0.52 |
| 30 |
590 |
1,86,86,275 |
78.34 |
1,88,10,275 |
78.86 |
| 31 |
9999 |
50,43,300 |
21.14 |
2,38,53,575 |
100.00 |
|
TOTAL |
2,38,53,575 |
100.00 |
|
|
The Basis of Allotment was finalized in consultation with the
Designated Stock Exchange, being BSE on March 9, 2023.
| 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. 590 per Equity Share, was finalized in
consultation with the BSE. This category has been subscribed to the extent of 4.17 times.
The total number of Equity Shares Allotted in Retail Portion is 6,98,509 Equity Shares to
27,940 successful Retail Individual Bidder. The category-wise details of the Basis of
Allotment are as under:
| Sr. No. |
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 |
| 1 |
25 |
76,418 |
89.19 |
19,10,450 |
65.58 |
25 |
15:46 |
6,23,000 |
| 2 |
50 |
4,527 |
5.28 |
2,26,350 |
7.77 |
25 |
15:46 |
36,900 |
| 3 |
75 |
1,162 |
1.36 |
87,150 |
2.99 |
25 |
15:46 |
9,475 |
| 4 |
100 |
1,116 |
1.30 |
1,11,600 |
3.83 |
25 |
15:46 |
9,100 |
| 5 |
125 |
374 |
0.44 |
46,750 |
1.60 |
25 |
15:46 |
3,050 |
| 6 |
150 |
335 |
0.39 |
50,250 |
1.72 |
25 |
15:46 |
2,725 |
| 7 |
175 |
203 |
0.24 |
35.525 |
1.22 |
25 |
15:46 |
1,650 |
| 8 |
200 |
268 |
0.31 |
53,600 |
1.84 |
25 |
15:46 |
2,200 |
| 9 |
225 |
70 |
008 |
15,750 |
0.54 |
25 |
23:70 |
575 |
| 10 |
250 |
172 |
0.20 |
43,000 |
1.48 |
25 |
15:46 |
1,400 |
| 11 |
275 |
28 |
0.03 |
7,700 |
0.26 |
25 |
9:28 |
225 |
| 12 |
300 |
102 |
0.12 |
30.600 |
1.05 |
25 |
33:102 |
825 |
| 13 |
325 |
906 |
1.06 |
2,94,450 |
10.11 |
25 |
15:46 |
7.375 |
|
3020 Allottees from Serial no 2 to 13 Additional 1(one) share |
|
1 |
9:3020 |
9 |
|
TOTAL |
85,681 |
100.00 |
29,13,175 |
100.00 |
|
|
6,98,509 |
Please Note: 1 additional Equity Share has been allocated to Serial No.
2 to 13 in the ratio of 9:3020.
| B. |
Allotment to
Non-Institutional Bidders upto Rs. 10 lakhs (After Technical Rejections) (including ASBA
Applications) |
The Basis of Allotment to the Non-Institutional Bidders (upto Rs. 10
lakhs) who have bid at the Offer Price of Rs. 590 per Equity Share, was finalized in
consultation with the BSE. This category has been subscribed to the extent of 2.37 times
(before spill over). The total number of Equity Shares Allotted in this category is
4,40,738 Equity Shares (post spill-over from Nil 2) to 1,259 successful Non-Institutional
Bidder. The category-wise details of the Basis of Allotment are as under: (Sample)
| Sr. No. |
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 |
| 1 |
350 |
1,865 |
87.60 |
6,52,750 |
78.80 |
350 |
42:71 |
3,86,050 |
| 2 |
375 |
74 |
3.48 |
27.750 |
3.35 |
350 |
44:74 |
15,400 |
| 3 |
400 |
28 |
1.32 |
11,200 |
1.35 |
350 |
16:28 |
5,600 |
| 4 |
425 |
11 |
0.52 |
4,675 |
0.56 |
350 |
6:11 |
2,100 |
| 5 |
450 |
3 |
0.14 |
1,350 |
0.16 |
350 |
2:3 |
700 |
| 6 |
475 |
2 |
0.09 |
950 |
0.11 |
350 |
1:2 |
350 |
| 7 |
500 |
31 |
1.46 |
15,500 |
1.87 |
350 |
18:31 |
6,300 |
| 8 |
525 |
2 |
0.09 |
1,050 |
0.13 |
350 |
1:2 |
350 |
| 9 |
550 |
3 |
0.14 |
1,650 |
0.20 |
350 |
2:3 |
700 |
| 10 |
600 |
4 |
0.19 |
2.400 |
0.29 |
350 |
2:4 |
700 |
| 11 |
625 |
5 |
0.23 |
3,125 |
0.38 |
350 |
3:5 |
1,050 |
| 12 |
650 |
1 |
0.05 |
650 |
0.08 |
350 |
0:1 |
0 |
| 13 |
675 |
2 |
0.09 |
1,350 |
0.16 |
350 |
1:2 |
350 |
| 14 |
700 |
9 |
0.42 |
6,300 |
0.76 |
350 |
5:9 |
1,750 |
| 15 |
725 |
1 |
0.05 |
725 |
0.09 |
350 |
1:1 |
350 |
| 16 |
750 |
4 |
0.19 |
3,000 |
0.36 |
350 |
2:4 |
700 |
| 17 |
775 |
1 |
0.05 |
775 |
0.09 |
350 |
1:1 |
350 |
| 18 |
800 |
5 |
0.23 |
4,000 |
0.48 |
350 |
3:5 |
1,050 |
| 19 |
825 |
15 |
0.70 |
12,375 |
1.49 |
350 |
9:15 |
3,150 |
| 20 |
850 |
6 |
0.28 |
5,100 |
0.62 |
350 |
3:6 |
1,050 |
| 21 |
875 |
2 |
0.09 |
1,750 |
0.21 |
350 |
1:2 |
350 |
| 22 |
900 |
2 |
0.09 |
1,800 |
0.22 |
350 |
1:2 |
350 |
| 23 |
925 |
2 |
0.09 |
1.850 |
0.22 |
350 |
1:2 |
350 |
| 24 |
950 |
1 |
0.05 |
950 |
0.11 |
350 |
1:1 |
350 |
| 25 |
975 |
1 |
0.05 |
975 |
0.12 |
350 |
1:1 |
350 |
| 26 |
1,000 |
12 |
0.56 |
12,000 |
1.45 |
350 |
7:12 |
2,450 |
| 27 |
1,025 |
2 |
0.09 |
2,050 |
0.25 |
350 |
1:2 |
350 |
| 28 |
1,050 |
2 |
0.09 |
2,100 |
0.25 |
350 |
1:2 |
350 |
| 29 |
1,100 |
1 |
0.05 |
1,100 |
0.13 |
350 |
1:1 |
350 |
| 30 |
1,150 |
2 |
0.09 |
2,300 |
0.28 |
350 |
1:2 |
350 |
| 31 |
1,175 |
2 |
0.09 |
2,350 |
0.28 |
350 |
1:2 |
350 |
| 32 |
1,250 |
2 |
0.09 |
2,500 |
0.30 |
350 |
1:2 |
350 |
| 33 |
1,325 |
1 |
0.05 |
1,325 |
0.16 |
350 |
1:1 |
350 |
| 34 |
1,350 |
1 |
0.05 |
1,350 |
0.16 |
350 |
1:1 |
350 |
| 35 |
1,375 |
1 |
0.05 |
1,375 |
0.17 |
350 |
1:1 |
350 |
| 36 |
1,400 |
1 |
0.05 |
1,400 |
0.17 |
350 |
1:1 |
350 |
| 37 |
1,500 |
11 |
0.52 |
16,500 |
1.99 |
350 |
6:11 |
2,100 |
| 38 |
1,575 |
3 |
0.14 |
4,725 |
0.57 |
350 |
2:3 |
700 |
| 39 |
1,600 |
1 |
0.05 |
1,600 |
0.19 |
350 |
1:1 |
350 |
| 40 |
1,625 |
1 |
0.05 |
1,625 |
0.20 |
350 |
1:1 |
350 |
| 41 |
1,650 |
1 |
0.05 |
1,650 |
0.20 |
350 |
1:1 |
350 |
| 42 |
1,675 |
5 |
0.23 |
8,375 |
1.01 |
350 |
3:5 |
1,050 |
|
All allottees from Serial no 2to 42 for 1(one) additional share |
1 |
88:156 |
88 |
|
TOTAL |
2,129 |
100 |
8,28,325 |
100 |
|
|
4,40,738 |
Undersubscribed portion fromNII2 Category of 91,483Equity shares
spilled over to NII1 Category
| C. |
Allotment to
Non-lnstitutional Bidders (more than 110 lakhs) (After Technical Rejections) (including
ASBA Applications) |
The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.
10 lakhs), who have bid at the Offer Price of Rs. 90 per Equity Share, was finalized in
consultation with BSE. This category has been subscribed to the extent of 0.87 times. The
total number of Equity Shares allotted in this category is 6,07,025 Equity Shares to 297
successful applicants. The category-wise details of the Basis of Allotment are as under:
| Sr.
No. |
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 |
| 1 |
1.700 |
215 |
72.39 |
3,65,500 |
60.21 |
1,700 |
1:1 |
3,65,500 |
| 2 |
1,725 |
11 |
3.70 |
18,975 |
3.13 |
1,725 |
1:1 |
18,975 |
| 3 |
1,750 |
15 |
5.05 |
26,250 |
4.32 |
1,750 |
1:1 |
26,250 |
| 4 |
1,775 |
3 |
1.01 |
5,325 |
0.88 |
1,775 |
1:1 |
5,325 |
| 5 |
1,800 |
2 |
0.67 |
3,600 |
0.59 |
1,800 |
1:1 |
3,600 |
| 6 |
1,850 |
1 |
0.34 |
1,850 |
0.30 |
1,850 |
1:1 |
1,850 |
| 7 |
1,875 |
2 |
0.67 |
3,750 |
0.62 |
1,875 |
1:1 |
3,750 |
| 8 |
1,925 |
1 |
0.34 |
1,925 |
0.32 |
1,925 |
1:1 |
1,925 |
| 9 |
2,000 |
1 |
0.34 |
2,000 |
0.33 |
2,000 |
1:1 |
2,000 |
| 10 |
2,100 |
1 |
0.34 |
2,100 |
0.35 |
2,100 |
1:1 |
2,100 |
| 11 |
2,150 |
4 |
1.35 |
8,600 |
1.42 |
2,150 |
1:1 |
8,600 |
| 12 |
2.175 |
1 |
0.34 |
2.175 |
0.36 |
2.175 |
1:1 |
2.175 |
| 13 |
2,200 |
2 |
0.67 |
4,400 |
0.72 |
2,200 |
1:1 |
4,400 |
| 14 |
2,250 |
2 |
0.67 |
4,500 |
0.74 |
2,250 |
1:1 |
4,500 |
| 15 |
2,275 |
1 |
0.34 |
2,275 |
0.37 |
2,275 |
1:1 |
2,275 |
| 16 |
2,300 |
1 |
0.34 |
2,300 |
0.38 |
2,300 |
1:1 |
2,300 |
| 17 |
2,425 |
1 |
0.34 |
2,425 |
0.40 |
2,425 |
1:1 |
2,425 |
| 18 |
2,500 |
4 |
1.35 |
10,000 |
1.65 |
2.500 |
1:1 |
10,000 |
| 19 |
2,550 |
1 |
0.34 |
2,550 |
0.42 |
2,550 |
1:1 |
2,550 |
| 20 |
2,900 |
1 |
0.34 |
2,900 |
0.48 |
2,900 |
1:1 |
2,900 |
| 21 |
3,000 |
5 |
1.68 |
15,000 |
2.47 |
3,000 |
1:1 |
15,000 |
| 22 |
3,250 |
1 |
0.34 |
3.250 |
0.54 |
3.250 |
1:1 |
3,250 |
| 23 |
3,375 |
1 |
0.34 |
3,375 |
0.56 |
3,375 |
1:1 |
3,375 |
| 24 |
3,400 |
3 |
1.01 |
10,200 |
1.68 |
3,400 |
1:1 |
10,200 |
| 25 |
3,500 |
3 |
1.01 |
10,500 |
1.73 |
3,500 |
1:1 |
10,500 |
| 26 |
3.975 |
1 |
0.34 |
3,975 |
0.65 |
3,975 |
1:1 |
3,975 |
| 27 |
4,225 |
1 |
0.34 |
4,225 |
0.70 |
4,225 |
1:1 |
4,225 |
| 28 |
5,000 |
4 |
1.35 |
20,000 |
3.29 |
5,000 |
1:1 |
20,000 |
| 29 |
5,100 |
2 |
0.67 |
10,200 |
1.68 |
5,100 |
1:1 |
10,200 |
| 30 |
5,300 |
1 |
0.34 |
5,300 |
0.87 |
5,300 |
1:1 |
5,300 |
| 31 |
6,000 |
1 |
0.34 |
6,000 |
0.99 |
6,000 |
1:1 |
6,000 |
| 32 |
8,400 |
1 |
0.34 |
8,400 |
1.38 |
8,400 |
1:1 |
8,400 |
| 33 |
10,200 |
1 |
0.34 |
10,200 |
1.68 |
10,200 |
1:1 |
10,200 |
| 34 |
11,000 |
1 |
0.34 |
11,000 |
1.81 |
11,000 |
1:1 |
11,000 |
| 35 |
12,000 |
1 |
0.34 |
12,000 |
1.98 |
12,000 |
1:1 |
12,000 |
|
TOTAL |
297 |
100 |
6,07,025 |
100 |
|
|
6,07,025 |
Under subscribed portion from NII2 Category of91.483 Equity shares
spilled over to NII1 Category.
| D. |
Allotment to
QIBs (Excluding Anchor Investors) (After Technical Rejections) |
Allotment to QIBs, who have Bid at the Offer Price of Rs. 590 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 7.83 times of QIB Portion. As per
the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion
available i.e. 1,04,776 Equity Shares and other QIBs and unsatisfied demand of Mutual
Funds were Allotted the remaining available Equity Shares i.e. 19,90,752 Equity Shares on
a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 21
Equity Shares, which were allotted to 9 successful QIB Bidders. The category-wise details
of the Basis of Allotment are as under:
| Category |
FIs/BANKs |
MF's |
IC’s |
NBFC's |
AIF |
FPC |
VC’s |
TOTAL |
| Allotment |
3,82,533 |
5,23,896 |
2,29,320 |
2,06,020 |
83,893 |
6,69,866 |
- |
20,95,528 |
| E. |
Allotment to
Anchor Investors. |
The Company and the Promoter Selling Shareholder, in consultation with
the BRLMs, have allocated 31,43,290 Equity Shares to 9 Anchor Investors (through 12 Anchor
Investor Application Forms) (including 5 Mutual Funds through 8 schemes) at an Anchor
Investor Offer Price at Rs. 590 per Equity Share in accordance with SEBIICDR Regulations.
This represents 60% of the QIB portion.
| Category |
FIS/BANKs |
MF's |
IC’s |
NBFC's |
AIF |
FPC |
OTHERS |
TOTAL |
| Allotment |
- |
24,40,625 |
2,54,225 |
2,54,320 |
- |
1,94,120 |
- |
31,43,290 |
The board of directors of our Company on March 9,2023 has taken on
record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange,
being BSE and has allotted the Equity Shares to various successful Bidders. The Allotment
Advice-cum-Intimations and/ or notices 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, transfer to Public Offer Account have been issued
on March 9, 2023 and payment to non-Syndicate brokers have been issued on March 10, 2023.
In case the same is not received within four 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 March 10, 2023 for credit into the respective beneficiary
accounts subject to validation of the account details with the depositories concerned. The
Company has filed the Listing application with BSE and NSE on March 10, 2023. The Company
has received listing and trading approval from BSE and NSE and the trading will commence
on or about March 14, 2023.
Note: 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, Link Intime India Private Limited at : www.linkintime.co.in
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:
|
For DIVGI TORQTRANSFER
SYSTEMS LIMITED |
|
On behalf of the Board of
Directors |
|
Sd/- |
| Place: Pune |
Satish Chandrashokhar
Kadrolli |
| Date: March 13, 2023 |
Company Secretary and Compliance Officer |
THE LEVEL OF SUBSCRIPTION SHOULD HOT BE TAKEN TO BE INDICATIVE OF
EITHER THE MARKET PRICE OF THE EQUITYSHARES ON LISTING ORTHE BUSINESS PROSPECTS OF
DIVGITORQTRANSFER SYSTEMS LIMITED.
DIVGI TORQTRANSFER SYSTEMS LIMITED has filed the Prospectus wth RoC
on March 6, 2023, and thereafter with SEBI and Stock Exchanges. The Prospectus shall be
available on the website of SEBI at www.sebi.gov.in,
the websites of the Stock Exchanges i.e BSE Limited and National Stock Exchange of India
Limited at www.bseindia.com and www.nseindia.com. respectively, and is available on the
websites of the BRLMs, i.e. Inga Ventures Private Limited and Equirus Capital Private
Limited at www.ingaventures.com and www.equirus.com, respectively. Investors should note
that an investment n equity shares involves a high degree of risk, and for details
relating to such risks, please seethe seen on entitled "Risk Factors" on page 26
of the Prospectus. Potential investors should not rely on the DRHP filed with SEBI for
making any investment decision.
The Equity Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws In the United Stales, 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 U.S. Securities Act and
applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered
and sold outside the United States in offshore transactions in reliance on Regulation S
and the applicable laws of each jurisdictions where such offers and sales are made. There
will be no public offering of the Equity Shares in the United States.
