Varroc Engineering Limited IPO (Varroc Engineering IPO) Detail

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Incorporated in 1988, Aurangabad based Varroc Engineering Limited is a global tier-1 (tier-1 companies are companies that directly supply to original equipment manufacturers ("OEMs")) automotive component group. It designs, manufactures and supplies exterior lighting systems, plastic and polymer components, electricals-electronics components, and precision metallic components to the passenger car, commercial vehicle, two-wheeler, three-wheeler and off-highway vehicle ("OHV") OEMs directly worldwide. The company is the second largest Indian auto component group (by consolidated revenue for FY2017) (Source: CRISIL Research) and a leading tier-1 manufacturer and supplier to Indian two-wheeler and three-wheeler OEMs (by consolidated revenue for FY2017) (Source: CRISIL Research). It is also the sixth-largest global exterior automotive lighting manufacturer and one of the top three independent exterior lighting players (by market share in 2016) (Source: Yole).

Varroc has end-to-end capabilities across design, R&D, engineering, testing, manufacturing and supply of various products across the business. It has two primary business lines, namely (i) the design, manufacture and supply of exterior lighting systems to passenger cars OEMs worldwide ("Global Lighting Business"), which it undertakes through its subsidiaries forming part of the VLS group and (ii) the design, manufacture, and supply of a wide range of auto components in India ("India Business"), primarily to two-wheeler and three-wheeler OEMs, including exports. The India Business offers a diversified set of products across three product lines, namely 65 polymers/plastics, electrical/electronics, and metallic components. In addition, it has other smaller businesses, which include the design, manufacture, and supply of two-wheeler lighting to global OEMs, and undercarriage forged machine components for OHVs and drill bits for the oil and gas sector ("Other Businesses").

Varroc's acquisitions most notably included its 2012 acquisition of Visteon's global lighting business, now known as Varroc Lighting Systems. Prior to the acquisition of Visteon's global lighting business, in 2007 it acquired I.M.E.S (a manufacturer of hot steel forged parts for the construction and oil and gas industries) in Italy and in 2011 it acquired Triom (a manufacturer of high-end lighting systems for global motorcycle OEMs) with operations in Italy, Romania, and Vietnam. In 2013, the company expanded its global lighting business by acquiring Visteon's holding in a 50/50 joint venture with Beste Motor Co. Ltd. ("TYC") to manufacture automotive lighting in China, namely Varroc TYC (which wholly owns Varroc TYC Auto Lamps, which in turn wholly owns Varroc TYC Auto Lamps (CQ) ("China JV"). On February 13, 2018, it entered into a joint venture with Dell'Orto S.p.A., one of its customers, in India, for the development of electronic fuel injection control systems for two-wheelers and three-wheelers. The company has also expanded its manufacturing and R&D footprint by investing in nine manufacturing plants and an additional R&D center in India since 2012. It continues to expand its manufacturing and R&D footprint, and intend to set up one manufacturing facility in Brazil and one manufacturing facility in Morocco, as well as two manufacturing facilities in India.

Varroc Engineering has a global footprint of 36 manufacturing facilities spread across seven countries, with six facilities for Global Lighting Business, 25 for India Business and five for Other Businesses. As of December 31, 2017, the company's Global Lighting Business has approximately 900 engineers located in nine R&D centers, which are located in the Czech Republic, India, China (through its China JV), Mexico, Germany and the United States of America. It has a new R&D facility which started operations in 2018 in Poland. The Global Lighting Business had 184 patents as of December 31, 2017.

Strengths-
1. The company's Global Lighting Business, which focuses on the design, manufacture, and supply of exterior lighting for passenger vehicles, is the sixth-largest tier-1 automotive exterior lighting manufacturer globally and one of the top three independent exterior lighting players (by market share in 2016) (Source: Yole).

2. Strong, long-standing relationships with many of its customers. In the Global Lighting Business, it has a relationship with a large British car manufacturer since 2006. In the Indian Business, it has a longest-standing relationship is with Bajaj since 1990.

3. It has a comprehensive portfolio of products in the markets which allow it to be a one-stop-shop for the customers and to cross-sell products.

4. A global footprint of 36 manufacturing facilities spread across seven countries, with six facilities for the Global Lighting Business, 25 for India Business and five for other Businesses.

Company Promoters:

The Promoter of the Company is Tarang Jain. The Promoter
holds following shares of our Company:

1. Tarang Jain*- 50,798,590 (41.26%) Equity Shares
2. Tarang Jain**- 11,683,770 (100.00%) Series C CCPS

* Tarang Jain additionally holds 33,850,000 Equity Shares, in his capacity as the trustee of the TJ Holdings Trust. The trustees of the TJ Holdings Trust are Tarang Jain and Rochana Jain, as the family trustees, and Barclays Wealth Trustees (India) Private Limited, as the managing trustee. Pursuant to the TJ Holdings Trust Deed dated January 13, 2017, Tarang Jain shall, as long as he is acting as the family
trustee, exclusively exercise voting rights in our Company with respect to these Equity Shares.

** Pursuant to the Amendment Agreement, 11,683,770 Series C CCPS held by Tarang Jain shall be converted into 11,683,770 Equity Shares earlier of (i) at least 3 (three) working days prior to the filing of the Red Herring Prospectus by our Company with the RoC for undertaking an IPO or any date mutually acceptable to the Parties; or (ii) the IPO Veto Date; (iii) the Conversion Deadline.

Company Financials:

Objects of the Issue:

The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and to carry out the Offer for Sale by Selling Shareholders. Further, our Company expects that listing of the Equity Shares will enhance our visibility and brand image and provide liquidity to our Shareholders. The listing will also provide a public market for the Equity Shares in India. Our Company will not receive any proceeds from the Offer and all the proceeds will be received by the Selling Shareholders, in proportion to the Equity Shares offered by the respective Selling Shareholders as part of the Offer. The Selling Shareholders have approved the transfer of their respective portion of the Equity Shares pursuant to the Offer for Sale as set out below:

1. Tarang Jain- 1,752,560
2. Omega TC Holdings Pte. Ltd.- 15,373,608
3. Tata Capital Financial Services Limited- 1,410,432

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