Archean Chemical IPO Basis of Allotment

ARCHEAN CHEMICAL INDUSTRIES LIMITED

Our Company was originally formed as a partnership firm under the name of Archean Chemical Industries" at Chennai, Tamil Nadu India pursuant to a partnership deed dated November 20, 2003 which was registered under the Indian Partnership Act, 1932 with the Registrar of Firms, Chennai Tamil Nadu, India on November 25, 2003. Subsequently, the partnership firm was converted into private limited company under the Companies Act, 1956 with the name' Archean Chemical Industries Private Limited' and a certificate of incorporation dated July 14, 2009 was issued by the Registrar of Companies. Tamil Nadu at Chennai Consequent upon conversion into a public limited company under the Companies Act, 2013 pursuant to a special resolution passed by our Shareholders on November 15, 2021 and fresh certificate of incorporation dated December 15, 2021 issued by the Registrar of Companies. Tamil Nadu at Chennai (RoC), the name of our Company was changed to "Archean Chemical Industries Limited" For details of change in name and Registered Office of our Company, see ‘History and Certain Corporate Matters' on page 174 of the prospectus dated November 14, 2022 (Prospectus).

Our Company has fried the Prospectus dated November 14, 2022 with the RoC, 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 Monday, November 21, 2022.

INITIAL PUBLIC OFFER OF 35,926,669 EQUITY SHARES OF FACE VALUE OF Rs. 2 EACH ("EQUITY SHARES") OF ARCHEAN CHEMICAL INDUSTRIES LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 407 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 405 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs. 14,623.05 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 19,773.869 EQUITY SHARES AGGREGATING TO Rs. 8,050.00 MILLION BY OUR COMPANY (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 16,150,000 EQUITY SHARES AGGREGATING TO Rs. 6,573,05 MILLION BY THE SELLING SHAREHOLDERS (THE "OFFER FOR SALE") COMPRISING 2,000,090 EQUITY SHARES AGGREGATING TO Rs. 814.00 MILLION BY CHEMIKAS SPECIALITY LLP (THE "PROMOTER SELLING SHAREHOLDER"), 3,835,562 EQUITY SHARES AGGREGATING TO Rs. 1,561.07 MILLION BY INDIA RESURGENCE FUND, SCHEME I, 6,473,376 EQUITY SHARES AGGREGATING TO Rs. 2,636.90 MILLION BY INDIA RESURGENCE FUND, SCHEME II AND 3,635,562 EQUITY SHARES AGGREGATING TO Rs. 1,561.07 MILLION BY PIRAMAL NATURAL RESOURCES PRIVATE LIMITED (COLLECTIVELY, THE "INVESTOR SELLING SHAREHOLDERS", AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE "SELLING SHAREHOLDERS" AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE "OFFERED SHARES"). THE OFFER CONSTITUTES 29.20% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

• Manufacturing concentration risk: Our business is dependent and will continue to depend on our single manufacturing facility located in Gujarat, and we are therefore subject to risks that could slow down or shut down our manufacturing processes, including breakdowns, geography-specific risks such as severe weather conditions and natural occurrences, regulatory and other changes in Gujarat, etc., any of which could interfere with our operations and have an adverse effect on our business, financial condition and results of operations.

•Product concentration risk: Our business is reliant on three principal products, bromine, industrial salt and sulphate of potash. In particular, bromine and industrial salt accounted for 53.54% and 45.37%, respectively, of our revenue from operations in Fiscal 2022 and 50.94% and 48.98%, respectively, of our revenue from operations in the three months ended June 30, 2022. Any decrease in sales of bromine or industrial salt, in particular, could have an adverse effect on our business.

•An inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, financial condition, cash flows and credit rating. As of June 30, 2022, March 31, 2022, our total debt was Rs. 9,155.84 million and Rs. 9,218.74 million, debt to equity ratio was 2.65 times and 3.53 times and debt service coverage ratio was 3.95 times and 2.64 times, respectively. Any failure by us to comply with the terms of our financing agreements could adversely affect our business, financial condition, cash flows and credit rating.

•Customer concentration risk: We derive a significant part of our revenue from our top 10 customers. In the three months ended June 30, 2022 and Fiscal 2022ourtop 10 customers contributed 60.69%and 61.99%, respectively, of our revenue from operations. If one or more of such customers choose not to source their requirements from us or to terminate their contracts with us, our business, financial condition and results of operations may be adversely affected.

•Certain financial ratios of the Company based on FY 2022.

• Average cost of acquisition of Equity Shares for the Selling Shareholders ranges from Rs Nil per Equity Share to Rs. 5.50 per Equity Share and Offer Price is Rs. 407 per Equity Share.

• The Weighted Average Cost of acquisition of all Equity Shares transacted in last one year and three years preceding the date of the Prospectus:

* As certified by PKF Sridhar & Santhanam LLP, Chartered Accountants, by way of their certificate dated November 14, 2022.

* Excluding 12,524,212 Equity Shares which were transferred by way of gift

•Weighted Average Return on Net Worth for Fiscals 2022, 2021 & 2020 is (34.05)% and Return on Net Worth for the three months ended on June 30, 2022 is 24.44% (not annualised).

•The three BRLMs associated with the Offer have handled 77 public Issues in the past three Fiscal Years, out of which 25 Issues closed below the offer price on the listing date:

* Issues handled where there were no common BRLMs.

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 Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018. as amended (‘SEBIICDR Regulations") and in compliance with Regulation 6(2) of the SEBIICDR Regulations, wherein not less than 75% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs", the "QIB Portion ). Our Company and the 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 being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price Further, 5% of the QIB Portion (excluding Anchor Investor Portion) ("Net QIB Portion") was made available for allocation on a proportionate basis to only Mutual Funds, and the remainder of the Net QIB Portion was made 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 made available for allocation to Non-Institutional Bidders, of which (a) one-third portion was made available for applicants with Bid size of more than Rs. 200.000 and up to Rs. 1,000,000: and

(b) two-thirds portion was made available for applicants with Bid size of more than Rs. 1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to Non-Institutional Bidders in the other sub-category of Non-Institutional Portion, subject to valid Bids having been received at or above the Offer Price, and not more than 10% of the Offer was made available for allocation to RIBs 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 utilize the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASB A Accounts, and UPI ID in case of UPI Bidders using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or by the Sponsor Banks under the UPI Mechanism, as the case may be. to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure "on page 367 of the Prospectus.

Final Demand

A summary of the final demand at different Bid prices is as under:   

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on November 16, 2022.

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. 407 per Equity Share, was finalized in consultation with the NSE This category has been subscribed to the extent of 10.06 times. The total number of Equity Shares Allotted in Retail Portion is 3,592,886 Equity Shares to 99,802 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-Institutional Bidders (more than Rs. 2 lakhs and up to Rs. 10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-Institutional Bidders (more than Rs. 2 lakhs and up to Rs. 10 lakhs), who have bid at the Offer Price of Rs. 407 per Equity Share or above was finalized in consultation with NSE. This category has been subscribed to the extent of 11.30 times The total number of Equity Shares allotted in this category is 1,796,443 Equity Shares to 3,564 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Non-Institutional Bidders (more than Rs. 10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-Institutional Bidders (more than Rs. 10 lakhs), who have bid at the Offer Price of Rs. 407 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 15 01 times The total number of Equity Shares allotted in this category is 3,592,887 Equity Shares to 7,128 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

D. Allotment to QIBs

Allotment to QIBs. who have Bid at the Offer Price of Rs. 407 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 49.30 times of QIB Portion. As per the SEBI Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 538,934 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted in the remaining available Equity Shares i.e., 10,239,728 Equity Shares on a proportionate basis The total number of Equity Shares Allotted in the QIB Portion is 10,778,662 Equity Shares, which were allotted to 111 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under

E. Allotment to Anchor Investors

The Company and the Selling Shareholders, in consultation with the BRLMs, have allocated 16,167,991 Equity Shares to 31 Anchor Investors (through 42 Applications) at the Anchor Investor Offer Price of Rs. 407 per Equity Share in accordance with the SEBI ICDR Regulations This represents 60% of the QIB Portion,

The Board of Directors of our Company on November 16, 2022 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on November 16, 2022 and the payments to non- syndicate brokers have been issued on November 17, 2022. 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 November 17, 2022 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 NSE and BSE on October 17, 2022 The Company has received the listing and trading approval from NSE and BSE. and trading will commence on November 21, 2022

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned 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 m 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:

	Link Intime India Private Limited
	C 101, 247 Park, LBS Marg, Vikhroli (West). Mumbai - 400 083, Maharashtra, India.
	Tel: +91 810 811 4949 E-mail: archean.ipo@linkintime.co.in.
	Investor Grievance E-mail: archean.ipo@linkintime.co.in
	Website: www.imkintime.co.in.  Contact Person: Shanti Gopalkrishnan,
	SEBI Registration No: INR000004058

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 ARCHEAN CHEMICAL INDUSTRIES LIMITED.

ARCHEAN CHEMICAL INDUSTRIES LIMITED has filed the Prospectus dated November 14, 2022 with RoC. The Prospectus is available on the website of SEBI at www.sebi.gov.in.  the websites of the Stock Exchanges i.e , BSE and NSE at www.bseindia.com   and www.nseindia.com.  respectively, and the websites of the BRLMs. i.e.. IIFL Securities Limited. ICICI Securities Limited and JM Financial Limited at www.iiflcap.com , www.icicisecurities.com  and www.jmfl.com . respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk. please see the section entitled 'Risk Factors 'on page 23 of the Prospectus Potential investors should not rely on the DRHP filed with SEBI for making any investment decision.

The Equity Shares offered in the Offer have not been, and will not be. registered under the U S. Securities Act of 1933. as amended ('U.S. Securities Act'), or any U S. state securities laws, and may not be offered. sold or delivered 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 state securities laws. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. No public offering or sale of securities in the United States is contemplated. The Equity Shares are being offered and sold (i) within the United States solely to persons reasonably believed to be ‘qualified institutional buyers* (as defined in Rule 144A under the U.S. Securities Act) pursuant to Rule 144A or another available exemption from the registration requirements of the U.S. Securities Act. and (ii) outside the United States in "offshore transactions" as defined in. and in reliance on. Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales are made.