Sula Vineyards IPO Basis of Allotment

Our Company was incorporated as "Nashik Vineyards Limited" as public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies. Maharashtra at Mumbai ('RoC') on February 26, 2003. Our Company was granted the certificate for commencement of business on March 6, 2003 by the RoC The name of our Company was changed to Nashik Vintners Private Limited', pursuant to a fresh certificate of incorporation consequent on change of name issued by the RoC on January 24, 2006. Subsequently, the name of our Company was changed to ‘Sula Vineyards Private Limited'. pursuant to a certificate of incorporation pursuant to change of name issued by the RoC on August 11, 2014 0n the converse on of our Company to a public Limited company pursuant to a resolution passed by our Shareholders on December 27, 2021 our name was changed to Sula Vineyards Limited and a fresh certificate of incorporation was issued by the RoC on February 11, 2022 For details of the change in registered office of our Company, see ‘History and Certain Corporate Matters' beginning on page 234 of the Prospectus of the Company dated December 15, 2022 filed with the RoC ("Prospectus")

Our Company has filed die Prospectus dated December 15, 2022 with the RoC, and the Equity Shares are proposed to be listed on the Na tonal Stock Exchange of India United (USE land BSE United (BSE land trading will commence on Thursday. December 22, 2022

INITIAL PUBLIC OFFERING OF 26,900,530 EQUITY SHARES OF FACE VALUE OF Rs 2 EACH ("EQUITY SHARES") OF SULA VINEYARDS LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF Rs 357 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 355 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO Rs 9,60349 MILLION (THE "OFFER FOR SALE" OR THE OFFER") AS PER THE TABLE PROVlDED BELOW.

 

THE OFFER SHALL C ONSTITUTE 31.95% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

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

** Excluding transfer by way of gift and transmission of shares as no consideration was paid.

2 Our business operations are concentrated in three states contributing 69.59% to our consolidated gross billings in FY22.

3 Our industry is subject to a licensing and excise regime with changing laws, rules and regulations. Any increase in number of states prohibiting the consumption and sale of alcoholic beverages or any other restrictions on the manufacture Or sale of alcoholic beverages, would have a material adverse effect on our business and financial prospects.

4 We have protection from high import duties imposed on imports of international wines in India, but these duties could be reduced or eliminated in the future, adversely affecting our Wire Business.

5 Our contracted wine grape vineyards are concentrated in certain areas of the states of Maharashtra and Karnataka in India. Adverse climatic conditions may i impact the quality of wine g rapes which are our key raw materials and supply of grapes.

5 Any supply disruptions in our raw materials could adversely affect our business. The cost of materials consumed during six months period ended September 30, 2022 and September 30, 2021 and fiscals ended March 31, 2022. 2021 and 2020 was 9.19 % 13.38%. 24.55%, 16.01% and 20.95% of the revenue from operations, respectively.

7 We may not be able to adjust the retail prices of our products as a result of state regulation in certain states where the wine market is price controlled, including but not limited to Delhi, Telangana, Tamil Nadu, Orissa, Andhra Pradesh and Kerala.

8 The details of Price/Earnings ratio, Earnings Per Share, Return on Net Worth and NET Asset value Per Share for Fiscal /As at March 31, 2022 is as follows:

At the Offer price.

9 Weighted average cost of acquisition, as compared to the Offer Price:

10 The average cost of acquisition of Equity Shares held by the Selling Shareholders ranges from Nil per Equity Share to Rs 175.42 per Equity Share and Offer Price is Rs 357 per Equity Share.

11 The three BRLMs associated with the Offer have handled 59 public offers in the past three Fiscal Years, out of which 17 offers was closed below the Offer price on the listing date.

12 The Offer comprises an Offer for Safe by the Selling Shareholders and our Company will not receive any part of the proceeds of the Offer.

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. as amended, read with Regulation 31 of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements) Regulations. 2018 as amended ('SEBIICDR Regulations') The Offer was mace through the Book Bidding Process in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (The 'QIBs') (the 'QIB Category'). Our Company acting through the IPO Committee, in consolation with the BRLMs, allocated 60% of the  QIB Category to Anchor Investors, on a discretionary basis (the 'Anchor Investor Portion'). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors. 5% of the QIB Category (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category was made available for allocation on a proportionate bass to all QIBs, including Mutual Funds, subject to valid Bids having been received from them at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-institutional Bidders, of which (a) one-third portion was reserved for applicants with application size of more than Rs 200.000 and up to Rs 1,000,000; and (b) two-thirds portion was reserved tor applicants with application size of more than Rs 1,000,000, provided that the unsubscribed portion in either of such sub-categories were allocated to applicants in the other sub-category of Non-Institutional Bidders subject to valid Bids having been received at or above the Offer Price and not less than 35% of the Offer 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 Offer Price. All Bidders, other than the Anchor Investors, were mandatorily required to participate m this Offer only through an Application Supported by Blocked Amount ('ASBA') process providing details of their respective bank accounts (including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid amount will be blocked by the Self Certified Syndicate Banks or the Sponsor Banks The Anchor investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For further details, see 'Offer Procedure' beginning on page 425 of the Prospectus, The bedding for Anchor Investor opened and closed on December 9, 2022. The Company received 22 applications from 20 Anchor investors for 9134.536 Equity Shares The Anchor Investor Offer Price was finalized at Rs 357 per Equity Share. A total of 8,070.158 Equity Shares were allocated under the Anchor Investor Portion, aggregating to Rs 2,881,046,406 00. The Offer received 260,568 applications for 53,025,252 Equity Shares resulting m 1.97 times subscription as disclosed m the Prospectus. The details of the applications received in the Offer from Retail individual Bidders. Non-Intuitional Bidders and QIBs are as under (before technical reactions);

Final Demand

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

The Basis of Allotment was finalized in consultation With the Designated Stack Exchange, being NSE on December 19, 2022.

 

Please Note : 1 additional Share shall to allotted to 4 Allottees from amongst 33,065 Successful Applicants from the categories 84-546 (i.e. excluding successful applicants from Category 42) in the ratio of 4:33065

 

Please Note: 1 additional Share has been allocated to Category 840 in the ratio of 21:55.

 

Please Note; 1 additional share has been allocated to the category 2,814 in the ratio of 33:59

 

 

 

The IPO Committee of our Company at its meeting held on December 19, 2022 has taken on record the basis of a Statement 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 Refund Intimation and for notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSSs have been issued for unblocking of funds and transfer to the Public Offer Account on December 19,2022 and the payments to non-syndicate brokers have been issued on December 20, 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 December 20, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has fried the Listing application with NSE and BSE on December 20, 2022. The Company has received the listing and trading approval from NSE & BSE, and trading will commence on December 22, 2022 Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them m the Prospectus

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer, KFin Technologies Limited at www.kfintech.com .

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First^/ Sole applicant, Serial number of the Bid cum Application form number, Bidders DP ID, Client ID, PAN. date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for name of the Member of the Syndicate place where the Bid was submitted and payment details 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 SULA VINEYARDS LIMITED.

SULA VINE YARDS LIMITED has filled a Prospectus dated December 15, 2022 (the "Prospectus") with SEBI and the RoC. The Prospectus is available on the website of the SEBI at www.sebi.gov.in  as well as on the websites of the BRLMs i.e., Kotak Mahindra Capital Company Limited at https//.investmentbank.kotak.com / CLSA India Private Limited at www.indiacfsa.com  and URL Securities Limited at wvw.iiflcap.com, the website of the National Stock Exchange of India Limited at www.nseindia.com  and the website of the BSE Limited at www.bseindia.com , respectively. Any potential investor should note that investment in equity shares involves a high degree of risk arid for details relating to such risks, see "Risk Factors" beginning on page 30 of the Prospectus. Potential investors should not rely on the DRHP for any investment decision.

The Equity Shares have not been and will not be registered under the US. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United Stales, 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 in the United States. Accordingly, the Equity Shares are being offered and sold (i) within the United Slates only to U S. QIBs in transactions exempt from, or not subject to 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 jurisdiction where those offer and sales occur For (he avoidance of doubt, the term "US. QIBs' does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in the Prospectus as "QIBs".