Document Summary
The document provided is a Draft Red Herring Prospectus (DRHP) for the initial public offering (IPO) of ESDS Software Solution Limited. Here's a comprehensive summary:
Overview
- ESDS Software Solution Limited is preparing to launch an IPO of its equity shares. The issue includes a fresh issue. The aggregate value of the issue is ₹ 6,000.00 million.
- The company may consider a pre-IPO placement aggregating up to 1,200.00 million before filing the Red Herring Prospectus (RHP) with the RoC.
- The issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(2) of the SEBI ICDR Regulations.
Company Information
- ESDS Software Solution Limited was originally incorporated in 2005.
- The company offers end-to-end AI-enabled cloud, managed services, data centre infrastructure, and software solutions.
- The promoters of the company are Piyush Prakashchandra Somani, Komal Piyush Somani and P.O. Somani Family Trust.
Offer Details
- The DRHP outlines the initial public offering (IPO) including the type and size of the fresh issue. Total issue size not to exceed 6,000.00 million.
- The offer includes provisions for QIBs, Non-Institutional Investors (NIIs), and Retail Individual Investors (RIIs). The percentages for each category are mentioned. 75% for QIBs, 15% for Non-Institutional, 10% for Retail. A Pre-IPO placement of 1,200 million, will be considered.
- The price band and minimum bid lot will be advertised at least two working days prior to the bid/issue opening date in specified newspapers (English, Hindi, and Marathi dailies).
Risk Factors
- The DRHP highlights risks associated with the IPO, including that it is the company's first public issue and there has been no formal market for its equity shares. There is no assurance of active or sustained trading of the company's equity shares, or the price shares may be traded. Floor price/cap price/issue price should not be considered indicative of the market price of the equity shares after they are listed.
Use of Proceeds
- The net proceeds from the fresh issue are proposed to be used for the purchase and installation of cloud computing and other equipment and infrastructure for data centres, and general corporate purposes.
- Our company, in consultation with BRLMs, may consider a Pre-IPO Placement aggregating up to ₹1,200 million prior to filing the DRHP with ROC.
Key Definitions and Terminology
- Defines key terms such as "Equity Shares," "QIBs," "Non-Institutional Investors," "Retail Individual Investors," "ASBA," "UPI," etc.
- Includes definitions related to the issue process, BRLMs, and regulatory bodies.
Financial Performance and Information
- The summary includes details on equity, net worth, revenue from operations, profit/loss, earnings per share, and total borrowings. This information is derived from the company's restated consolidated financial information.
- There are certain non-GAAP financial measures included, such as EBIT, EBITDA, EBIT Margin, EBITDA Margin, PAT margin, and RoCE.
Legal and Regulatory Aspects
- The document discusses compliance with various regulations, including the Companies Act, SEBI regulations, and FEMA rules.
- It also mentions the appointment of key personnel like the Company Secretary and Compliance Officer.
Book Running Lead Managers (BRLMs) and Registrar
- Lists the names and contact information for the book running lead managers: DAM Capital Advisors Limited and Systematix Corporate Services Limited.
- Details the registrar to the issue as MUFG Intime India Private Limited.
Other Information
- Indicates that the company and its directors accept responsibility for the information contained in the DRHP.
- States that the equity shares are proposed to be listed on BSE and NSE.
Disclaimers
- Includes standard disclaimers stating that the DRHP is not an offer to sell or a solicitation to buy, and that investment decisions should be based on the final prospectus.
- Notes that SEBI does not guarantee the correctness of the statements in the DRHP.
- There is reliance on third-party sources and disclaimers are offered related to reliance.
Other Financial Disclosures
- The net asset value (NAV) per equity share has been calculated.
- Total borrowings has been shown, and is detailed as non-current and current.
- There has been no recent industry report or expert opinion mentioned from which any information has been left out or changed.
Key Points of the General Risk Section
- Investments in equity and equity-related securities involve a degree of risk.
- Investors should read the risk factors carefully before taking an investment decision in this issue.
- Investors shall rely on their own examination of our company and the issue, including risks involved.
Operational Strategies Overview
- Our company is building an AI platform with a focus on enhancing its infrastructure, improve service enhancement, and improving its sustainability of operations and value.
Disclaimer by Company Software Lead
- All information regarding the company contained in the DRHP has been certified as true.
I have endeavored to summarize the content exhaustively, retaining all critical information while attempting to create a logical flow. Because this is a preliminary document, many values are "[]" which means that those parts have not been finalized.
