FINANCIAL MARKETS AND SERVICES- CIA 1

Part-A: Red Herring Prospectus

Part-B: Report on IPO
Process

Submitted by:
Abhinav Nair (2223920)
Satwik Sharma( 2223921)
Pratham Chhabriya (2223925)
Ishaan Agrawal (2223922)

Submitted to: Dr.Baranidharan

 Visionary GreenTech Solutions Inc.
Pioneering Sustainable Urban Ecosystems
Corporate Identity Number: U72500QN1494PLB013310

Prospectus
Dated August 03,
2023 Please read section 32 of the Companies
Act, 2013
100% Book Built Issue
REGISTERED OFFICE AND CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
CORPORATE OFFICE
Plot No. 25, Subhash Chandra Bose Water Park Sushant Tiwari Email: ipo@visionarygreentech.com www.visionarygreentechso
Gachibowli, Hyderabad 500052, Telangana, India (Company Secretary and Compliance Officer) Telephone: +91 2547931456 lutions.com
OUR PROMOTERS: MS. SHEETAL GREENWELL, MR. THOMAS ECOMANN
DETAILS OF OFFER TO THE PUBLIC
Type Fresh Issue Size Size of the Offer for Sale Total Issue Size Eligibility and Reservations
FRESH 210,000,000 NOT APPLICABLE 4,200 million This Offer is being made in terms of Regulation 6(1) of the Securities and Exchange Board of India (Issue
ISSUE Equity shares of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”).
For details of share reservation among QIBs, NIBs and RIIs see “Issue Structure” on page …
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share is ₹ 10. The Floor Price, Cap Price and Offer
Price (determined by our Company in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the
Equity Shares by way of the Book Building Process as stated in “Basis for Issue Price” beginning on page. Should not be taken to be indicative of the market price of the Equity Shares after the Equity
Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders
are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including
the risks involved. The Equity Shares in the Offer have neither been recommended, nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents
of this Draft Red Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” beginning on page…
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which
is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect. Each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only such statements made by
them in this Draft Red Herring Prospectus to the extent such information specifically pertains to such Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such
statements are true and correct in all material respects and are not misleading in any material respect. Further, each Selling Shareholder, severally and not jointly, assumes no responsibility for any other
statements made in this Draft Red Herring Prospectus, including any of the statements made by or relating to our Company or Company’s business or any other Selling Shareholder.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited and National Stock Exchange of India Limited. For
the purposes of the Offer, BSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
NAME OF THE BRLM AND CONTACT EMAIL AND TELEPHONE NAME OF CONTACT EMAIL AND TELEPHONE
LOGO PERSON SYNDICATE BANK PERSON
AND LOGO
Javed Ali Tel: +91 26 7650 4030 Krishna Dhalani Tel: +91 22 6175 7721
E-mail: vgs.ipo@jmfl.com E-mail: vgsipo@citi.com

Shiv Shankar Tel: +91 22 6763 8500 Chandas K N Tel: +91 22 6739 9921
E-mail: vgsipo@ms.com E-mail: vgsipo@kib.com
Citigroup Global Markets India
Private Limited
REGISTRAR TO THE ISSUE
Link Intime India Private Limited Contact Person: J a s m i n e R Tel: +91 810 921 5252; Email: vgreentechsol.ipo@linkintime.co.in
BID/OFFER PROGRAMME
ANCHOR INVESTOR July 23, BID/ISSUE July25, BID/ISSUE July 30,
BID/ISSUE PERIOD* 2023 OPENS ON* 2023 CLOSES ON** 2023
*Our Company, in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period
shall be one Working Day prior to the Bid/Offer Opening Date.
 Visionary GreenTech Solutions Inc.
Pioneering Sustainable Urban Ecosystems
INITIAL PUBLIC OFFER OF 210,000,000 EQUITY SHARES* OF FACE VALUE OF ₹5 EACH (“EQUITY SHARES”) OF VISIONARY GREEN TECH SOLUTIONS INC. FOR
CASH AT A PRICE OF ₹20 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹15 PER EQUITY SHARE) (THE “ISSUE PRICE”) AGGREGATING TO ₹4,200 MILLION*
(THE
“ISSUE”). THE ISSUE INCLUDES A RESERVATION OF 210,000,000 EQUITY SHARES*, AGGREGATING TO ₹42 MILLION* (CONSTITUTING 1% OF THE SIZE OF THE ISSUE),
FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER
REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE SHALL CONSTITUTE 20%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL
OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS ₹5 EACH AND THE ISSUE PRICE IS 4 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE
MINIMUM BID LOT WAS DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WAS ADVERTISED IN ALL EDITIONS
OF FINANCIAL EXPRESS, A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER AND ALL EDITIONS OF JANSATTA, A WIDELY CIRCULATED HINDI
NATIONAL DAILY NEWSPAPER AND THE VARANASI EDITION OF GYANSHIKHA TIMES, A HINDI DAILY NEWSPAPER WITH A WIDE CIRCULATION IN VARANASI
(HINDI ALSO BEING THE REGIONAL LANGUAGE OF VARANASI, UTTAR PRADESH WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED) AT LEAST
TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND WAS MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA
LIMITED (“NSE” AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE
WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR
REGULATIONS”.

* Subject to finalisation of Basis of Allotment

The Issue was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the “SCRR”) read with Regulation 31 of the SEBI ICDR Regulations. The Issue was
made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, where not less than 75% of the Net Issue will be Allotted on a proportionate basis to
Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors, on a
discretionary basis (the “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 price at which Equity Shares are allocated to Anchor Investors. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”) was made available for allocation on a
proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion 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 Issue Price. The aggregate demand from Mutual Funds was not less than 5% of the Net QIB Portion, if at least 75% of the Net
Issue cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, not more than 15% of the Net Issue was made available for allocation to Non-Institutional
Bidders of which one-third of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the
Non-Institutional Portion was made available for allocation to Bidders with an application size of more than ₹1,000,000 provided that undersubscription in either of these two sub-categories of Non-
Institutional Portion may have been allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids received at or
above the Issue Price. Further, not more than 10% of the Net Issue was made available for allocation to Retail Individual Bidders, in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Issue Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid
Bids received from them at or above the Issue Price. All Bidders (other than Anchor Investors) mandatorily participated in this Issue through the Application Supported by Block Amount (“ASBA”)
process and provided details of their respective Bank account (including UPI ID for UPI Bidders (as defined below)) in which the Bid Amount was blocked by the Self-Certified Syndicate Bank
(“SCSBs”) or under the UPI Mechanism, as applicable. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Issue Procedure”
beginning on page…

This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share is ₹10. The Floor Price, the Cap
Price and the Issue Price determined by our Company in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process,
as stated under “Basis for the Issue Price” beginning on page 105 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can
be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment.
Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our
Company and the Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee
the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page…

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in
the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or
intentions, misleading in any material respect.

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. We have received in-principal approvals from BSE and NSE for the listing of the Equity
Shares pursuant to letters each dated September 27, 2022. For the purpose of this Issue, NSE is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been and the
Prospectus shall be filed with the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the
Red Herring Prospectus up to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” beginning on page…

BOOK RUNNING LEAD MANAGERS

NAME OF THE BRLM AND CONTACT EMAIL AND TELEPHONE NAME OF CONTACT EMAIL AND TELEPHONE
LOGO PERSON SYNDICATE BANK PERSON
AND LOGO
Javed Ali Tel: +91 26 7650 4030 Krishna Dhalani Tel: +91 22 6175 7721
E-mail: vgs.ipo@jmfl.com E-mail: vgsipo@citi.com

Shiv Shankar Tel: +91 22 6763 8500 Chandas K N Tel: +91 22 6739 9921
E-mail: vgsipo@ms.com E-mail: vgsipo@kib.com
Citigroup Global Markets India
Private Limited
  COMPANY’S INTRODUCTION:

The difficulties of urban living are more and more obvious in the busy concrete jungles of contemporary cities. Fast-paced living and
growing urbanisation have created urgent environmental problems that endanger both the health of urban residents and the planet
itself. Visionary GreenTech Solutions Inc., which is committed to reshaping urban landscapes through cutting-edge and sustainable
technologies that promote harmonious ecosystems, has emerged as a ray of hope in response to these difficulties.

1. Our Vision and Mission

We at Visionary GreenTech Solutions Inc. envision a future in which human settlements coexist peacefully with the natural
world. Our goal is to transform urban living by creating innovative solutions that improve urban residents' quality of life while
having the least possible negative effects on the environment. We picture a world in which green areas are seamlessly woven
into the urban fabric, trash is converted into renewable energy, water resources are effectively managed, and eco-friendly
infrastructure contributes to a greener planet. Cities will be lively and habitable in this future.

2. Committed to Sustainability and Research

Visionary GreenTech Solutions Inc. is an innovative, privately held business that is established under the Companies Act.
We are dedicated to sustainability and environmental stewardship. Our team of professionals is continually working in
cutting- edge research to develop sustainable technologies that address these difficulties head-on since we recognise that
urban challenges demand imaginative and practical answers.

3. Urban Green Spaces: Breathing Life into Cities

Our primary goal is to create urban green spaces that will revitalise metropolitan landscapes made of concrete. In our
opinion, greenery is not only aesthetically pleasant but also crucial for city people' wellbeing. By removing pollutants and
carbon dioxide while releasing clean oxygen, we want to improve air quality through the use of vertical gardens, green
roofs, and creative urban green spaces. These urban green spaces will offer calm settings where city dwellers may get in
touch with nature, unwind, and recharge.

4. Waste Management Solutions: From Waste to Renewable Energy

Cities all over the world face a serious problem with waste management, as overflowing landfills and greenhouse gas
emissions threaten the environment. Modern waste management systems have been created by Visionary GreenTech
Solutions Inc. with an emphasis on recycling and generating renewable energy from organic waste. We want to reduce
landfill trash, cut greenhouse gas emissions, and help create a more sustainable circular economy where discarded products are
reused, repurposed, and given new life by utilising technology.

5. Cutting-Edge Water Management Systems

Cities all over the world face a serious problem with waste management, as overflowing landfills and greenhouse gas
emissions threaten the environment. Modern waste management systems have been created by Visionary GreenTech
Solutions Inc. with an emphasis on recycling and generating renewable energy from organic waste. We want to reduce
landfill trash, cut greenhouse gas emissions, and help create a more sustainable circular economy where discarded products are
reused, repurposed, and given new life by utilising technology.
6. Eco-Friendly Infrastructure: Building a Sustainable Future

Visionary GreenTech Solutions Inc. places a high priority on environmentally friendly infrastructure in its pursuit of a more
sustainable future. In our opinion, lowering the carbon footprint of urban environments requires a combination of
sustainable building techniques, energy-efficient designs, and the use of renewable energy sources. We want to create a
more sustainable urban landscape where cities may coexist in harmony with nature by creating eco-friendly structures and
infrastructure.
  RISK FACTORS ASSOCIATED WITH THE BUSINESS-

Navigating the Path to a Greener Future

Visionary GreenTech Solutions Inc. must be aware of a number of risk factors that could have an influence on its business
operations, growth prospects, and overall success as it sets out on its quest to revolutionise urban living and establish harmonious
ecosystems within cities. In this section, we look at seven major risk concerns that the business should take into account and handle
as it moves towards a greener future.

1. Regulatory and Policy Risks

The ambiguity surrounding environmental legislation and policies is one of the major issues facing enterprises that develop green
technologies. Visionary GreenTech Solutions Inc.'s capacity to conduct business, acquire necessary permissions, or gain access to
subsidies and incentives that encourage sustainable initiatives may be impacted by changes in government legislation or the
implementation of new environmental policies. The demand for green technologies may also be impacted by changes in regional,
governmental, or worldwide regulations, which could have an impact on the company's revenue streams and market potential.

2. Technological Advancement and Obsolescence

Innovations and technological improvements happen quickly in the fast-paced field of green technology. This offers Visionary
GreenTech Solutions Inc. the chance to create innovative solutions, but it also increases the risk of technological obsolescence. It's
possible that the company's current offerings will become less competitive or even obsolete as newer, more effective technologies
are developed.

The business must continually invest in R&D to stay on top of the game in order to mitigate this risk. Making flexibility and adaptability
a priority in product design can help guarantee that its solutions stay current and competitive in the always shifting market.
Collaborations with academic and research institutes can give access to cutting-edge green technology advancements and important
insights.

3. Market and Competitive Risks

As more businesses come to understand the value of sustainability and environmentally friendly practises, the market for green
technology solutions is getting more and more competitive. Visionary GreenTech Solutions Inc. can encounter fierce competition
from both existing companies and new businesses who are competing for market dominance. Market share and profitability of the
company may be impacted by price competition and aggressive marketing tactics from rivals.

The organisation must concentrate on differentiating itself and innovating in order to reduce market and competitive threats.
Visionary GreenTech Solutions Inc. can differentiate itself in a crowded industry by creating distinctive and exclusive solutions,
improving client experiences, and establishing a strong brand recognition. Additionally, regularly studying the industry and keeping
an eye on client requirements and preferences can help an organisation modify its plans to keep a competitive edge.
4. Financing and Funding Risks

Green technology projects often require substantial upfront investments in R&D, infrastructure, and implementation. Securing
adequate financing and funding can be challenging, especially for a privately held company. Economic downturns or fluctuations in
financial markets may affect the availability and cost of capital, potentially hindering the company's growth plans and project
execution.

To address financing and funding risks, Visionary GreenTech Solutions Inc. should adopt a prudent financial management approach.
Diversifying funding sources, exploring partnerships with investors, venture capitalists, and sustainable development funds, and
maintaining a healthy cash flow position can provide greater financial stability and resilience during challenging economic
conditions.
5. Project Implementation and Execution Risks

The successful implementation of green technology projects depends on several factors, including effective project management,
skilled workforce, timely execution, and the availability of necessary resources. Delays in project execution, cost overruns, or
unforeseen technical challenges may arise, potentially impacting the company's reputation, customer satisfaction, and financial
performance.

To mitigate project implementation and execution risks, Visionary GreenTech Solutions Inc. must invest in robust project
management practices and ensure that it has a skilled and qualified workforce. Conducting thorough risk assessments and feasibility
studies before undertaking projects can identify potential challenges and enable the company to develop contingency plans to address
them promptly.

6. Intellectual Property (IP) and Patent Risks

Intellectual property rights are vital for green technology companies, as they protect innovations, inventions, and proprietary
technologies. Failing to adequately protect its intellectual property may expose Visionary GreenTech Solutions Inc. to the risk of
infringement by competitors or unauthorized use by third parties. This could erode the company's competitive advantage and
diminish the value of its innovations.

To safeguard its intellectual property, the company should seek appropriate patents, trademarks, and copyrights for its technologies
and designs. Engaging legal counsel to enforce and defend its IP rights, conducting regular IP audits, and monitoring the market for
potential infringements can help protect its valuable assets and maintain a competitive edge in the industry.

7. Environmental and Social Risks

As a green technology company with a focus on sustainability, Visionary GreenTech Solutions Inc. must ensure that its own
operations and supply chain align with its environmental and social principles. Failure to meet stringent environmental standards,
ethical sourcing practices, or social responsibility commitments could lead to reputational damage, legal disputes, and loss of
customer trust.

To address environmental and social risks, the company must implement robust environmental management systems, adhere to
ethical business practices, and conduct regular audits to monitor its supply chain for compliance. Transparent communication about
its sustainability initiatives and commitment to corporate social responsibility can enhance stakeholder confidence and foster long-
term partnerships.
 General list of eligibility criteria and documents required

Eligibility Criteria:

 Financial Performance: The company seeking to issue an IPO must have a certain level of financial stability
and positive performance, such as meeting revenue, profit, and cash flow requirements.
 Corporate Structure: The company should have a well-defined corporate structure, including a board of
directors and management team.
 Business Plan and Prospectus: A comprehensive business plan and prospectus outlining the company's
history, operations, financials, risks, and future plans must be prepared.
 Legal Compliance: The company must comply with all relevant legal and regulatory requirements, such
as company law, securities laws, and tax laws.
 Corporate Governance: The company should adhere to good corporate governance practices.
 Listing Exchange Requirements: If the company plans to list on a specific stock exchange, it must meet
the exchange's listing requirements.

Documents Required:

 Prospectus: A detailed document containing all essential information about the company, its financials,
risks, and terms of the offering. The prospectus must be prepared following the guidelines set by the
regulatory authorities.
 Audited Financial Statements: Historical financial statements audited by independent accounting firms to
ensure accuracy and transparency.
 Memorandum and Articles of Association: The company's constitutional documents that outline its
purpose, structure, and governance.
 Legal and Regulatory Compliance Certificates: Certificates confirming compliance with applicable laws
and regulations.
 Board Resolutions: Resolutions passed by the board of directors approving the IPO and authorizing
its execution.
 Due Diligence Report: A report prepared by legal and financial experts verifying the accuracy and
completeness of information disclosed in the prospectus.
 Underwriting Agreement (if applicable): A contract between the company and underwriters outlining the
terms of the offering and responsibilities of both parties.
 Registrar Agreement (if applicable): An agreement with the registrar, who handles share issuance, transfers,
and other related processes.
 Valuation Report: An independent valuation of the company's assets and shares.
 General list of various services availed by Merchant Bankers
in the process including underwriting.

Merchant bankers offer a range of services in the financial markets, including during the process of underwriting.
Underwriting is the process in which a merchant banker assumes the responsibility of guaranteeing the sale of
securities issued by a company. Here are some various services availed by merchant bankers, including those related
to underwriting:

 Underwriting: Merchant bankers act as underwriters, providing a guarantee to the issuing company that
any unsold securities will be purchased by them or a syndicate of underwriters at an agreed price.
 Due Diligence: Merchant bankers conduct extensive due diligence on the issuing company to assess its
financial health, market position, and growth prospects. This helps in determining the appropriate underwriting
terms and pricing.
 Pricing: Merchant bankers assist in determining the issue price of the securities based on market
conditions, demand, and the company's valuation.
 Documentation: They help prepare the necessary legal and regulatory documentation required for the issuance
of securities and ensure compliance with regulatory authorities.
 Syndication: For large and complex offerings, merchant bankers may form a syndicate of underwriters to
spread the risk and share the underwriting responsibilities.
 Marketing and Distribution: Merchant bankers are responsible for marketing the securities to potential
investors through roadshows, presentations, and other promotional activities.
 Risk Management: They manage the risk associated with underwriting by carefully assessing the market
demand for the securities and ensuring that they are adequately covered.
 Green-shoe option: Merchant bankers may provide a green-shoe option (also known as an over-allotment
option) to the issuer, allowing them to issue additional shares if there is high demand during the offering.
 Book Building: In the case of public offerings, merchant bankers may adopt the book-building method to
gauge investor interest and set the final issue price based on the bids received.
 Regulatory Compliance: Merchant bankers ensure that the entire underwriting process complies with the
regulations and guidelines set by regulatory authorities like the Securities and Exchange Board of India
(SEBI) or other relevant authorities.
 Financial Advisory: Apart from underwriting, merchant bankers often provide financial advisory
services, helping companies with mergers and acquisitions, restructuring, and strategic financial planning.
 Private Placement: They may facilitate private placements of securities to a select group of investors, which
can be an alternative to a public offering.
 Objects of the Issue

In terms of the SEBI License, our Company was required to list its Equity Shares on the Stock Exchanges within a
period of three years from reaching a net worth of ₹4,200 million.

Our Company proposes to utilize the Net Proceeds from the Issue towards augmenting its Tier – 1 capital base to meet
its future capital requirements. Further, the proceeds from the Issue will also be used towards meeting the expenses in
relation to the Issue.
Additionally, our Company expects to receive the benefits of listing the Equity Shares on the Stock Exchanges.
Net Proceeds

The details of the proceeds from the Issue are summarized in the following table:
Particulars Estimated amount (₹ in million)

Gross proceeds of the Issue 4,600

(Less) Issue expenses 400

Net Proceeds 4,200

Issue Expenses

The total expenses (including GST) of the Issue are estimated to be approximately ₹4,600 million.
The Issue expenses primarily include fees payable to the BRLMs and legal counsel, fees payable to the Previous
Statutory Auditor, Joint Statutory Auditors, brokerage and selling commission, underwriting commission, commission
payable to Registered Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Company’s fees, Registrar’s fees, printing and
stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing
the Equity Shares on the Stock Exchanges.
The estimated Issue expenses are as under:
Activity Estimated expenses* As a % of the total As a % of the total
(₹ in million) estimated Issue Issue size
expenses

BRLMs fees and commissions (including

underwriting commission, brokerage and
selling commission) 150 37.5% 3.26%

Commission/ processing fee for SCSBs,

processing fees and bidding charges for 63 15.75% 1.36%

Activity Estimated expenses* As a % of the total As a % of the total

(₹ in million) estimated Issue Issue size
expenses

the Members of the Syndicate, Registered

Brokers, RTAs and CDP (1)(2)(3)(4)

Fees payable to the Registrar to the Issue 2 0.50% 0.04%

Others Expenses

- Listing fees, SEBI filing fees, BSE &

 NSE processing fees, book building
software fees 65 16.25% 1.41%

-Advertising and marketing expenses for

the Issue 45 11.25% 0.97%

-Printing and stationery expenses 10 2.5% 0.21%

-Fee payable to legal counsel 30 7.5% 0.65%

-Fees payable to other advisors to the Issue

including but not limited to auditors,
independent
chartered accountant, industry expert, and
ROC consultant 30 7.5% 0.65%

Miscellaneous 5 1.25% 0.10%

Total estimated Issue expenses 400 100.00% 8.69%

* Issue expenses include goods and service tax, where applicable.
 BASIS FOR THE ISSUE PRICE

The Price Band has been determined by our Company, in consultation with the BRLMs, on the basis of assessment of
market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and
qualitative factors as described below. The face value of the Equity Shares is ₹5 each and the Issue Price is 4 times
the face value of the Equity Shares.

Investors should refer to “Risk Factors”, “Our Business” and “Financial Statements”.
Qualitative Factors

We believe the following business strengths allow us to successfully compete in the industry:

1. Sound understanding of technology segment and presence in rural and semi-urban areas;

2. Growing need of Artificial Intelligence in the corporate workspace and other automated industries.

3. Diversified distribution network.

4. Focus on ERND (Engineering Research and Development)

5. Stable growth with cost efficient operational performance;

6. Leadership complementing our strengths.

Quantitative Factors

Some of the information presented below relating to our Company is derived from the Restated Financial Statements.
For details, see “Financial Statements”
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

Industry Peer P/E ratio

Based on the peer group information (excluding our Company) given below in this section, the highest P/E ratio
is 520.15, the lowest P/E ratio is 12.05 and the average P/E ratio is 23.15.
Particulars Industry Peer P/E Name of the company Face value of the equity
shares (₹)
Highest 520.15 Va Tech Wabag 10

Lowest 12.05 Raw Edge Indust 10

Average 23.15 - -
Note:
The industry high and low has been considered from the industry peer set provided later in this chapter. The industry composite has been calculated as
the arithmetic average P/E of the industry peer set disclosed in this section. For further details, see “Basis for the Issue Price – G.
 BOOK BUILDING PROCESS AND CALCULATION OF WACA (WEIGHTED AVERAGE COST OF
ACQUISITION)

Primary transactions
Date of Nature of No. of Cost per Total Cost (in Cumulative Cumulative
allotment transaction Equity Equity ₹) amount paid No. of
Shares Share (in ₹) for the Equity
Equity Shares
Shares
(in ₹)
July Anchor Investor 63,000,000 22.00 1,386,000,000 1,386,000,000 63,000,000
23, 2023
July 24, Private placement 31,500,000 22.00 693,000,000 693,000,000 31,500,000
2023
July 24, ICICI Mutual 10,500,000 22.00 231,000,000 231,000,000 10,500,000
2023 funds
August 13, NII(HNI) 73,500,000 22.00 1,617,000,000 1,617,000,000 73,500,000
2021
August 2, RII 31,500,000 22.00 693,000,000 693,000,000 31,500,000
2021

TOTAL - 210,000,000 - - 1,617,000,000 -

WACA (Weighted Average Cost Of Acquisition) 22.00

 Visionary Greentech Solutions Inc.
Pioneering Sustainable Urban Ecosystems

BALANCESHEET AS ON 31ST MARCH, 2023

As at As at 31 March
Particulars Notes 31 March 2023 2022

CAPITAL AND LIABILITIES

Capital 8,960.00 8,900.00
Reserves and Surplus 11,040.00 6,600.00

Borrowings 23,400.00 25,700.00

Other Liabilities and Provisions 10,500.00 11,000.00

Total 53,900.00 52,200.00

ASSETS

Cash and cash equivalent 12000.00 10,500.00

Investments 5,000.00 3,750.00

Advances 8,000.00 10,000.00

Fixed Assets 22,500.00 21,950.00

Other Assets 5,500.00 6,000.00

Total 53,900.00 52,200.00

Contingent Liabilities 310.00 525.00