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FMS Cia 1
FMS Cia 1
Submitted by:
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, Mahatma Gandhi techno Park Sushant Tiwari Email: ipo@visionarygreentech.com www.visionarygreentechso
Wanwari, Pune 411 077, Maharashtra, India (Company Secretary and Compliance Officer) Telephone: +91 20 6732 8880 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 …
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”.
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.
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.
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.
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.
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.
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.
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:
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
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
ASSETS
Cash and cash equivalent 12000.00 10,500.00
Investments 5,000.00 3,750.00