ASK Automotive IPO Basis of Allotment

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THIS IS APUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOTA PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE. PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE. PUBLICATION OR DlSTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA.
INITIAL PUBLIC OFFER OF EQUITY SHARES ON THE MAIN BOARDOF THE STOCK EXCHANGES IN COMPLIANCE WITH CHAPTER IIOFTHE SECURITIES AND EXCHANGE BOARD OF INDIA{ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2018. AS AMENDED
("SEBIICDR REGULATIONS")

Our Company was incorporated an January 18.1988 as a private limited company under the Companies Ad. 1956. with the name ASK Automotive Private Limited", pursuant to a certificate of incorporation granted by the Register of Companies. Delhi and Haryana ("RoCs"). Upon the conversion of our Company into a public limited company, pursuant 1o resolutions passed by our Board of Directors an December 7.2022 and our Shareholders on December 7.2022 the name of our Company was changed to 'ASKAutomotve Limited' and a fresh certificate of corporation dated Jaiuary6.2023 was issued by the RoC. For details of changes n our name and tie registered office of our Company, see History and Certain Corporate Matters-Brief history of our Company and 'History and Certain Corporate Matters- Changes n the Registered Office" on page 249 d tie prospectus of cur Company dated November 9.2023 fled with the RoC ('Prospectus').

Our Company has filed the Prospectus with the RoC and the Equity Shares are proposed to be listed on the Main Board of the NSE and BSE and the trading will commence on Wednesday. November 15, 2023.

Investors may note the following:

Pursuant to the SEBI circular no. SEBl*HO/CFD/TPD1XIIR/P/2023^ 140 dated August 9. 2023, SEBI has made applicable the reduction of timeline for listing of shares through Public Issue from listing T+6 days to T+3 day in favo phases i.e. (0 voluntary for all public issues opening on or after September 1,2023; and (ii) mandatory for all public issues opening on or after December 1,2023. As per the red herring prospectus of our Company dated October 30,2023 ("RHP") and the Prospectus, the commencement of trading of the Equity Shares on the Stock Exchanges was scheduled on or before Monday, November 20,2023. However, ourCompany has decided to voluntary adopt the T+3 timeline in terms of theSEBIT+3 Circular and as a result the listing and commencement of trading of the Equity Shares on the Stock Exchanges shall be on Wednesday, November 15,2021 The indicative timelines mentioned in the section titled "Terms of the Offer - Bid'Offer Period' on page 443 of both the RHP and the Prospectus stands updated as below:

All capitalized forms used and not defined herein shell have the respective meanings assigned to them in the Prospectus.

INITIAL PUBLIC OFFERING OF 29,571,390 EQUITY SHARES OF FACE VALUE OF Rs. 2 EACH ("EQUITY SHARES") OF ASK AUTOMOTIVE LIMITED ("OUR COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 282 PER EQUITY SHARE OF FACE VALUE OF Rs. 2 ("OFFER PRICE") AGGREGATING TO Rs. 8,339.13 MILLION, COMPRISING AN OFFER FOR SALE OF 20,699,973 EQUITY SHARES OF FACE VALUE OF Rs. 2 AGGREGATING TO Rs. 5,837.39 MILLION BY KULDIP SINGH RATHEE AND 8,871,417 EQUITY SHARES OF FACE VALUE OF Rs. 2 AGGREGATING TO Rs. 2,501.74 MILLION BY VIJAY RATHEE ("PROMOTER SELLING SHAREHOLDERS") (THE "OFFER FOR SALE" OR THE "OFFER"). THE OFFER SHALL CONSTITUTE 15.00% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. Dependence on Indian Two-Wheeler ("2W") Automotive Sector: Our business primarily serves the 2W OEMs and the independent aftermarket for 2W in India, making us heavily reliant on the 2W automotive sector. The 2W automotive sector contributed 88.30%, 91.48%, 90.65%, 89.92% and 92.39% to our total revenue from operations for the three months ended June 30,2023, June 30,2022 and Fiscal 2023, 2022 and 2021 respectively.

2. Customer Concentration: We are dependent on our top three customers who contribute more than 50.00% of our revenue from operations with our single largest customer contributing approximately 30.00% or more of our revenue from operations in each of the last three Fiscals and in the three months ended June 30,2023 and June 30,2022.

3. Dependence on Aluminium as Raw Material: The majority of the raw material that we consume comprises Aluminium which is a commodity and is subject to fluctuation in commodity prices. The cost incurred towards Aluminium consumption, in the stated periods, is set out below:

4. Geographic Concentration of Manufacturing Facilities in Haryana: Nine out of our sixteen manufacturing units are located in Haryana, with a majority of our brake shoe products and pressure die casting processes and all of disc brake pads and safety control cables being manufactured at our facilities in Haryana. In addition, our Joint Venture also operates one manufacturing facility in Haryana.

5. Our Joint Venture AFFPL, in which we hold 49% of the paid-up share capital, has incurred losses in each of the last three Fiscals and has recently turned profitable in the three months ended June 30, 2023. The net worth of AFFPL has substantially eroded and AFFPL's current liabilities exceeded its current assets by *237.79 million, *330.30 million, Rs. 294.69 million, Rs. 282.57 million and Rs. 127.21 million as at June 30,2023, June 30,2022, March 31,2023, March 31, 2022 and March 31, 2021, respectively. We have provided in the past and may be required to continue to provide financial support to AFFPL by way of equity infusion, loans and a corporate guarantee to carry out its operations.

6. Negative Net Worth Subsidiary: As of June 30, 2023, the net worth of our wholly owned Subsidiary, ASK Automobiles Private Limited was *(53.76) million, as it is in its initial phase of operations, having been incorporated in Fiscal 2022. We have invested *7.50 million in our Subsidiary in Fiscal 2022, provided a letter of continued financial support in its favour in Fiscal 2023 and also extended corporate guarantees to enable it to meet its funding requirements.

7. Past Association of our Promoters with a SuspendedfVoluntarilv Delisted Company: Our Promoters and current Directors, Kuldip Singh Rathee and Vijay Rathee, were promoters and directors of Som Datt Finance Corporation Limited ("Som Datt"). Som Datt's equity shares were suspended from trading by the Calcutta Stock Exchange ("CSE") between March 21,2014 to August 18, 2021 due to certain non- compliances with the listing agreement Post revocation of suspension, Som Datt applied for voluntary delisting before CSE and its equity shares were subsequently voluntarily delisted from the CSE on December 20,2021.

8. Evolving Electric Vehicle ("EV'') Market: We have a short operating history of three years in the EV Two-Wheeler ("2W") industry, which is continuously evolving. The EV sector contribution to the total revenue from operations was 4.55%, 1.55%, 2.03%, 0.56%, and 0.00% for the three-month periods ended June 30,2023, and June 30,2022, and Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. There can be no assurance that our limited experience will result in sale of products at a comparable scale in the future, as the market for EVs is relatively new, rapidly evolving, and is characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, and frequent new vehicle announcements.

9. Changing Regulatory Framework: Changes in government, regulations, schemes and plans, could lead to new compliance requirements that are uncertain such as initiatives introduced in the past like the National Electric Mobility Mission Plan 2020, the FAME India Scheme, and the draft National Auto Policy, all aimed at advancing India's automotive sector. The enforcement of Bharat Stage VI ("BS-VI Standards") emission standards since April 1, 2020 has imposed stricter norms on OEM customers. These regulatory changes could increase our operational costs and demand significant management resources. Non-compliance may adversely affect our business operations and future prospects.

10. Competition: Competition in the two-wheeler industry has intensified across all categories over the past few years due to capacity additions, expansion of dealer network, and model launches at competitive price points. We compete with different companies under each of our business categories. Our key competitors include Endurance Technologies Limited, Uno Minda Limited, Suprajit Engineering Limited and Bharat Forge Limited, detai Is of which are set out below:

(Rs. in million, unless mentioned otherwise)

11.Lease of Land: Our Registered Office and the land on which nine out of our 16 manufacturing facilities are located are leased. Out of such nine facilities, three facilities are located on land leased from Industrial Development Corporations with lease tenure ranging up to 99 years, two facilities are located on land leased from related parties and four on land leased from third parties with lease tenure ranging from three to five years. Our lease arrangements for two of our plants, ASK-14 and ASK-16, are due for renewal over the next one year. There is no assurance that we will be able to renew our leases on commercially acceptable terms or at all.

12. Offer for Sale: Given that the Offer comprises an Offer for Sale by the Selling Shareholders, our Company will not receive any part of the proceeds of the Offer.

13. The details of Price/Earnings Ratio, Enterprise Value/EBITDA Ratio, Earnings per share (Diluted), and Net Asset Value per Share as on

and for the year ended March 31,2023 are as follows:

" All the financial information for listed industry peers is on a consolidated basis and is sourced from the financial information of such listed industry peer as at and for the year ended March 31.2023 available on the website of the stock exchanges. | "Computed based on the Offer Price.

14. Average cost of acquisition of equity shares for the Promoter Selling Shareholders is Rs. 0.02 per equity share and offer is Rs. 282 per equity share.

15. Weighted Average Return on Net Worth for Fiscals 2023, 2022 & 2021 is 16.75%. The Return on Net Worth for the three months ended June 30,2023 and June 30,2022 are 5.13% and 3.45% respectively.

16. Details of weighted average cost of acquisition of all Equity Shares transacted in the last three years, 18 months and one year preceding the date of the Prospectus:

*Represents cost of Equity Shares issued transferred pursuant to bonus issue/gift which are issued required at nil consideration. \^{^} Cap Price is also the Offer Price.

17. Details of price at which equity shares were acquired by our Promoters (who are also the Promoter Selling Shareholders) and members of the Promoter Group in the last three years preceding the date of the Prospectus:

*Also the Promoter Selling Shareholders. | ⁽¹⁾Transfer from Prashant Rathee to Kuldip Singh Rathee pursuant to a gift deed dated August 23. 2023 ⁽²⁾Represents cost of Equity Shares issued pursuant to a bonus issue nhich are issued at nil cansideration.

(3)

Transfer from Aman Rathee to Vijay Rathee pursuant to a gift deed dated August 23, 2023.

18. Weighted average cost of acquisition, floor price and cap price

#Negligible. |^{^}Cap Price is also the Offer Price

Pursuant to gift deeds (i) dated August 23, 2023 by Prashant Rathee in favour of Kuldip Singh Rathee and (ii) dated August 23,2023 by Aman Rathee in favour of Vijay Rathee, the following transfers of Equity Shares were undertaken by the members of our Promoter Group, Prashant Rathee and Aman Rathee, to our Promoters, Kuldip Singh Rathee and Vijay Rathee:

For further details. please refer to "Capital structure - Build-up of our Promoters' shareholding in our Company" on page 106 of the RHP

20. The 4 BRLMs associated with the issue have handled 91 public issues in the past three financial years, out of which 28 issues closed below the issue price on listing date:

The Offer was made in terms of Rule 19(2){b) of the Securities Contracts (Regulation) Rules. 1957. as amended (the "SCRR"). read witi Regulation 31 of the SEBIICDR Regulations. The Offer was made though the Book Building Process in accordance with Regulation 6(1) of tie SEBI ICDR Regulations wherein not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the QIB Portion). Our Company and the Promoter being Shareholders, in consultation with tie BRLMs. allocated up to 60% of tie QIB Portion to Anchor investors on a discretionary basis in consultation with the BRLMs. in

accordance wifi the SEBIICDR Regulations (the "Anchor Investor Portion"), of which one-foird was reserved for domestic Mutual Funds, subject to vafcd Bids having been received from tie domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors ("Anchor Investor Allocation Price"). Further. 5% of tie Net QIB Portion was made available for allocation on a proportionate bass only to Mutual Funds, subject to valid Bids have been receded at or above the Offer Price, and tie remainder of the Net QIB Portion was made available for allocation on a proportionate basis to at QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-institutional Investors ("Non-institutional Category") of which one-forth of the Non-institutional Category was made available for allocation to Bidders with an application size of more than t 200.000 and up to t 1.000.000 and two-thirds of the Non-institutional Category was made available for allocation to Bidders with an application size of more than Rs. 1.000.000and 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 less than 35% of tie Offer was made available for allocation to Retail Individual Investors ("Retail Category"), in accordance with tie SEBI ICDR Regulations. subject to valid Bids having been received from them at or above the Offer Price. AI Bidders (except Anchor Investors) were required to mandatorily participate in this Offer only through tie Application Supported by Blocked Amount ("ASBA") process and were required to provide details of the respective bank account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid Amount was blocked by the Self Certified Syndicate Banks ("SCSBs") or tie Sponsor Banks, as tie case may be. Anchor Investors were not permitted to participate in tie Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure' begin rwig on page 450of the Prospectus. The Bidding for Anchor Investors opened and closed on Monday. November 6.2023. Our Company receded 25 applications from 24 Anchor Investors (including 5 domestic mutual funds through 6 Mutual Fund schemes) for 10,267.584 Equity Shares. The Anchor Investor Offer Price was finalized at Rs. 282 per Equity Share. A total of 8.871.416 Equity Shares were allocated under tie Anchor Investor Portion aggregating to 12.50.17,39.312.

The Offer received 1.031.170 applications for 1.069 290.847 Equity Shares (prior to rejections) resulting in 36.16 times subscription as disclosed in the Prospectus. The details of the applications received in the Offer from various categories are as under (before rejections):

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE on Friday. November 10. 2023.

A. Allotment to Retail Individual Investors (after rejections) (including AS BA Applications)

The Basis of Allotment to the Retail Individual Investors, who have bid at the Cut-Off Price or at the Offer Price of Rs. 282 per Equity Share, was finalized in cons lit at on wilh Ihe NSE. This category has been subscribed to the extent of 555 times. The total number of Equity Shares A lotto din toe Retail Portion is 10.349.987 Equity Shares to 195,282 successful Retai Individual Investors. The category-wise details of the Bass of Allotment are as under:

B. Allotment to Non-lnstitutional Investors (more than Rs. 200,000 and up to Rs. 1,000,000) (after rejections) (including ASBA Applications)

The Basis of Allotment to toe Non Institutional Investors (more than Rs. 200,000 and up to Rs. 1.000,000), who have bid at the Offer Price of Rs. 282 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 2401 tmes. The total number of Equity Shares Allotted in tots category is 1,478,570 Equity Shares to 1,992 successfd Non-lnstitutional Investors (more than Rs. 200,000 and up toRs. 1,000,000). The category-wise details of the Basis of Allotment are as under (Sample):

C. Allotment to Non-Institutional Investors (more than 7 1.000.000) (after rejections) (including ASBA Applications)

The Basis of Allotment to the Non-institutional Investors (more than Rs. 1.000.000). who have bid at the Offer Price of Rs. 282 per Equity Share or above, was finalized in constitution with the NSE. This category has been subscribed to the extent of 41.14 times. The total number of Equity Shares Allotted in this category Rs. 2.957.139 Equity Shares to 3.985 successful Non-Institutional Investors (more than Rs. 1,000.000). The category-wise details of the Basis of Allotment areas under: (Sample)

D. Allotment to QIBs (after rejections)

Allotment to QIBs. who Bid at the Offer Price of Rs. 282 per Equity Share or above, has been done on a proportionate basis in consiitafcon with the NSE. This category has been subscribed to the extent of 142.13 times of the Net QIB Portion. As per the SEBIICDR Regulations. Mutual Funds were allotted 5% of tie Equity Shares of the Net QIB Portion available. i.e., 295.714 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining avaiabie Equity Shares i.e., 5.618.564 Equity Shares on a proportionate basis. The total number of Equity Shares Slotted in the Net QIB Portion is 5,914.278 Equity Shares, which were Slotted to 100 successful QIB Bidders. The category-wise details of the Basis of Allotment are asunder:

E. Allotment to Anchor Investors

Our Company and the Promoter being Shareholders, n consultation with the BRLMs. have Located 8.871.416 Equity Shares to 24 Anchor Investors (through 25 Anchor Investor Application Forms) (including 5 domestic Mutual Funds through 6 schemes) at the Anchor Investor Offer Price of Rs. 282 per Equity Share m accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company at its meeting held on November 10.2023 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 applicants. The Allotment Advice-cum-Unblocking Intimations and¹' or notices have been dispatched to the addresses of the investors as registered with the depositories. Further. the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfers to the Public Offer Account have been issued on November 10, 2023 and payment to non-Syndicate brokers have been issued on November 10. 2023. 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 Slotted to the successful Alottees have been uploaded on November 13. 2023 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company has filed the listing application with the NSE and BSE on November 11.2023. Our Company has received the Listing and trading approval from NSE and BSE and the trading wi commence on November 15.2023.

Note: All capitalized terms used and not specifically defined herein shall have the same meaning as ascribed to them in tie Prospectus.

INVESTORS PLEASE NOTE

The details of the Allotment made with be hosted on the website of the Registrar to tie 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 fill 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 tie Bidder, number of Equity Shares applied for. the name and address of tie Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Sbp received from the Designated Intermediary at the address given below:

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 ASK AUTOMOTIVE LIMITED.

ASK AUTOMOTIVE LIMITED has filed a Prospectus dated November 9. 2023 with the RoC and the Securities and Exchange Board of India ("SEBI"). The Prospectus is available on the website of SEBI at www.sebi.gov.in, on the websites of the Stock Exchanges, i.e. BSE and NSE, at www.bseindia.com and www.nseindia.com, respectively, on the website of the Company at www.askbrake.com, and on the websites of the BRLMs i.e., JM Financial Limited, Axis Capital Limited, ICICI Securities Limited and IIFL Securities Limited at www.jmfl.com, www.axiscapital.co.in, www.loasecunties.com and www.iiflcap.com. respectively. Any investor should note that investment in equity shares mvotves a high degree of risk and for details relating to such risks, please see the section titled "Risk Factory" beginning on page 33 of the Prospectus.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act, as amended (the "U.S. Securities Act") or any other applicable law of the United States and, unless so registered, 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 state securities laws. Accordingly, tie Equity Shares are being offered and sold (a) in the United States only to "qualified institutional buyers" (as defined m Rule 144A under tie U.S. Securities Act) pursuant to Rule 144A of tie U.S. Securities Act or another available exemption from the registration requirements of tie U.S. Securities Act, and (b) in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offer and sales are made.