Rashi Peripherals IPO Basis of Allotment

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This is a public announcement for information purposes only and is not a prospectus announcement and docs not constitute an invitation or offer to acquire, purchase or subscribe to securities. Not for release, publication or distribution directly or indirectly, outside India. Initial public offer of equity shares on the main board of the Stock Exchanges in compliance with Chapter II of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (^USEBIICDR Regulations").

Vendor concentration risk: We are dependent on various vendors, who are global technology brands, for the information and communications technology ("ICT") products we distribute. In Fiscals 2021,2022 and 2023 and for the six months ended September 30, 2022 and September 30, 2023, revenues generated from distribution of products manufactured by our top eight global technology brands were 83.15%, 82.42%, 82.11 %, 82.50% and 82.39%, respectively, of our revenue from operations. Any delay or failure on part of such global technology brands to supply products may materially and adversely affect our business, profitability and reputation.

Revenue concertation risk: We rely on revenue generated from our lifestyle and IT essentials vertical and our Personal Computing, Enterprise and Cloud Solutions vertical for our sales revenue. In Fiscals 2021, 2022 and 2023 and for the six months ended September 30, 2022 and September 30, 2023, revenues generated from lifestyle and IT essentials vertical were 43.53%, 42.52%, 44.02%, 43.32% and 43.01%, respectively, of our revenue from operations. In Fiscals 2021,2022 and 2023 and for the six months ended September 30,2022 and September 30, 2023, revenues generated from Personal Computing, Enterprise and Cloud Solutions vertical were 56.47%, 57.48%, 55.98%, 56.68% and 56.99%, respectively, of our revenue from operations. Any sudden fall in the revenues from either of these verticals may adversely affect our financial condition and profitability.

Dependency on global technology brands: In Fiscals 2021, 2022 and 2023 and for the six months ended September 30,2022 and September 30,2023, revenues generated from top five global technology brands we distribute were 72.42%, 70.27%, 67.82%, 68.97% and 67.13%, respectively, of our revenue from operations. If we fail to maintain our reputation or increase positive awareness of ICT products, or the quality of products declines due to our global technology brand partners being unable to maintain the required quality at their end, our business, financial condition and results of operations may be adversely affected.

Dependency on channel partners and customers: We distribute ICT products to Channel Partners and customers, who are B2B end-customers. In Fiscal 2023 and for the six months ended September 30,2023, 47.59% and 71.79% of our customers were repeat customers, respectively, and more than 91.77% and 99.34%, of our revenue from operations in Fiscal 2023 and for the six months ended September 30, 2023, respectively, were generated from such repeat customers. If we are unable to maintain our relationships with our Channel Partners or customers or if any of these parties change the terms of their arrangements with us, our business could be materially and adversely affected.

Dependency on online marketplaces: We are reliant on online marketplaces for the sale of a portion of the products that we distribute. In Fiscals 2021,2022 and 2023 and the six months ended September 30,2022 and September 30, 2023, our sales to online marketplace were 18.71%, 13.85%, 12.90%, 15.40% and 20.33%, respectively, of our revenue from operations. Any disruptions to such relationships or changes in their business practices, may adversely affect our business and our financial condition, results of operations and cashflows.

Lower gross margin: In Fiscals 2021,2022 and 2023 and for the six months ended September 30,2022 and September 30, 2023, our gross margin were 5.84%, 5.54%, 5.71%, 5.36% and 5.53%, respectively, of our revenue from operations. Our gross margins are low, which magnifies the impact of variation in revenue, operating costs, bad debts and interest expense on our operating results.

Lower EBIDTA margin: Our EBITDA Margin was 3.63% in Fiscal 2021, which decreased to 3.28% in Fiscal 2022 and further to 2.83% in Fiscal 2023. Our EBITDA Margin was 2.72% and 3.03% for six months ended September 30, 2022 and September 30, 2023, respectively. There can be no assurance that our EBITDA or EBITDA Margin will not decrease in future or that we will be able to maintain present levels of profitability, owing to elevated expenses orotherfactors outside our control.

Negative cash flow from operating activities: We have witnessed negative cash flows in the past, with net cash used in operating activities of Rs1,097.54 million, Rs3,152.05 million, Rs1,145.53 million, T989.17 million and Rs2,856.73 million in Fiscals 2021, 2022 and 2023, and the six months ended September 30, 2022 and September 30,2023, respectively. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting ourfinancial condition.

Higher purchase of stock-in trade: In Fiscals 2021,2022 and 2023 and for the six months ended September 30,2022 and September 30,2023, our purchase of stock-in-trade were 95.32%, 101.91%, 97.40%, 106.47% and 106.59%, respectively, of our revenue from operations. We purchase inventory in anticipation of sales, and if we fail to manage our inventory effectively during that period or if the inventory value declines, our business and results of operations could be adversely affected.

Import related risk: We earn a significant portion of our revenue from operations from products manufactured by global technology brands that we import into India. In Fiscals 2021,2022 and 2023 and for the six months ended September 30,2022 and September 30,2023, cost of imported products were 36.58%, 34.47%, 38.17%, 34.79% and 30.66%, respectively, of our total purchases. Our inability to handle risks associated with import and export of products could affect our business and revenue from operations.

Credit exposure risk: We have significant credit exposure to our Channel Partners and other customers. In Fiscals 2021,2022 and 2023 and for the six months ended September 30,2022 and September 30,2023, value of our products initially sold on credit were 85.63%, 87.96%, 90.43%, 92.56% and 90.76%, respectively, of our revenue from operations. Any negative trends in their businesses could cause us significant credit loss and negatively impact our cash flow and liquidity position.

Substantial working capital requirements: Our business is working capital intensive. Our Company's working capital details as at March 31,2021, March 31,2022, March 31,2023, and as at September 30,2022 and September 30,2023 was Rs7,767.89 million, ^13,140.91 million, Rs16,287.90 million, Rs15,153.30 million and ^20,530.93 million, respectively. Any failure in arranging adequate working capital for our operations may adversely affect our business, results of operations, cash flows and financial condition.

Indebtedness: As of November 30, 2023, we had total outstanding consolidated financial indebtedness of Rs15,693.69 million. We rely on financing from banks or financial institutions to carry on our business operations, and inability to obtain additional financing on terms favourable to us or at all could have an adverse impact on our financial condition. If we are unable to raise additional capital, our business and future financial performance could be adversely affected.

Restrictive covenants in distribution agreements: Majority of the global technology brands we serve typically retain us on a non-exclusive basis. Certain of our contracts or distribution agreements may have restrictive covenants that prevent us from selling competing products without the approval of the global technology brand, or may require us to mandatorily purchase a certain volume of the products for distribution. These global technology brands may terminate their contracts with us with or without cause, which could negatively impact our business, results of operation and financial condition.

Warehouse facilities related risk: As of September 30,2023, we had 63 warehouses across India, from where products are distributed. We have witnessed two instances in the past three Fiscals and the six months ended September 30,2023, in Secunderabad and Delhi, where our warehouses had temporarily been seized in connection with ongoing tax proceedings. There was no material impact of the temporary seizure of the two warehouses on the results of operations of our Company. Any disruption or shutdown of our warehouse facilities, or failure to achieve optimal capacity utilisation at such facilities could adversely affect our business, results of operations and financial condition.

Employee related risk: Our success depends on employees with technical knowledge and reliable sales teams, who are able to maintain quality and consistency in customer service. Across our operations, we experienced attrition (calculated as employees who have left/ total employees) of 14.47%, 18.25% and 19.71% in Fiscals 2021,2022 and 2023, respectively and 11.42% (unannualized) and 8.51% (unannualized) for the six months ended September 30, 2022 and September 30, 2023, respectively. Our inability to attract or retain sales personnel or employees with technical knowledge could adversely affect our business, financial condition and results of operations.

Customer service related risk: In Fiscals 2021,2022 and 2023 and the six months ended September 30,2022 and September 30,2023, the number of customer complaints were 153, 30, 54,31 and 36, respectively. Any failure to maintain quality of customer service and deal with customer complaints could materially and adversely affect our business and operating results.

The Offer Price, market capitalization to total revenue multiple and price to earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing.

Our revenue from operations and restated profit after tax for Fiscal 2023 was Rs94,542.79 million and Rs1,233.43 million, respectively.

The table below provides details of our price to earnings ratio and market capitalization to revenue from operations for Fiscal 2023:

The Price/Earnings Ratio based on diluted EPS for Financial Year 2023 for the Company at the higher end of the Price Band is as high as 10.54 times and at the lower end of the Price Band is 10.00 times as compared to the average industry peer group PE ratio of 9.92 times.

Weighted Average Return on Net Worth for past three Fiscals i.e. 2023,2022 and 2021 is 24.87%.

Details of weighted average cost of acquisition of all Equity Shares transacted in last one year, eighteen months and three years immediately preceding the date of the Prospectus

As certified by Piparai Co LLP, Chartered Accountants, by way of their certificate dated February 9,2024.

A

No consideration has been paid as the Equity Shares have been acquired by way of a bonus issue or gift.

* Our Company sub-divided the equity shares of face value ofXtO each into Equity Shares of face value of 15 each pursuant to the shareholders'resolution dated February 22,2022 and the effect of same has been given here Weighted average cost of acquisition, floor price and cap price

'As certified byPipara & Co LLP, Chartered Accountants, by its certificate dated February 9,2024.

' Since there were no secondary transactions of equity shares of the Company during the 18 months preceding the date of filing of the Prospectus, the information has been disclosed for price per share of the Company based on the last five# secondary transactions where promoter/promoter group entities or selling shareholders orshareholder(s) having the right to nominate director(s) on the Board, are a party to the transaction, not older than three years prior to the date of filing of the Prospectus irrespective of the size of the transaction.

'Since five transfers were effected in a single day (March 31,2021), a total of eight transactions have been reported in the Prospectus.

' Weighted average cost of acquisition has been computed for eight transactions after considering the impact of the following corporate actions: sub-division of equity shares and bonus issuance made by the Company.

The two BRLMs associated with the Offer have handled 83 public issues in the past three years, out of which 21 issues closed below the offer price on listing date.

This 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 SEBIICDR Regulations and in compliance with Regulation 6(1) of the SEBIICDR Regulations wherein not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBsand such portion, the QIB Portion'). Our Company, in consultation with the BRLMs allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion'). One-third of the Anchor Investor Portion was reserved for the domestic Mutual Funds, subject to valid Bids having been received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, 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-lnstitutional Bidders, out of which (a) one third of such portion was reserved for applicants with an application size of more than Rs 0.20 million and up to Rs 1.00 million and (b) two-third of such portion was reserved for applicants with an application size of more than Rs 1.00 million, provided that the unsubscribed portion in either of such sub-categories could have been allocated to applicants in the other sub-category of Non-lnstitutional Bidders, 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 having been received from them at or above the Offer Pnce. All Bidders, other than Anchor Investors, were required to participate in the Offer by mandatory utilising the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account (as defined in the Prospectus) and UPl ID (as defined in the Prospectus) in the case of UPl Bidders (as defined in the Prospectus) using the UPI Mechanism (as defined in the Prospectus). as applicable, pursuant to which their corresponding Bid Amounts were blocked by the Self Certified Syndicate Banks ( SCSBs' l or by the Sponsor Bank(s) under the UPl Mechanism, as the case may be. to the extent of their respective Bid Amounts. Anchor Investors were not permitted to participate m the Offer through the ASBA process. For details, see "Offer Procedure "on page 481 of the Prospectus.

The bidding for Anchor Investors opened and closed on February 6,2024. The Company received 18 applications from 11 Anchor Investors for 5,974.272 Equity Shares. The Anchor Investor Offer Price was finalized at Rs311 per Equity Share. A total of 5,787.780 Equity Shares were allocated under the Anchor Investor Portion aggregating to T1.799.999,580.00.

The Offer received 1,452.162 applications for 857,728,224 Equity Shares prior to rejections resulting in 44.45 times subscription. The details of the applications received in the Offer from Retail Individual Bidders, Non-lnstitutional Bidders and QIBs are as under (before rejections):

Final Demand

Asummary 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 Stock Exchange, being BSE on February 12.2024

A. Allotment to Retail Individual Bidders (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have b d at cut-off or at the Offer Price ofRs3i1 per Equity Share, was finalized m consultation with BSE. This category has been subscnbed to the extent of 10 98 times The total number of Equity Shares Allotted m the Retail category is 6,752.412 Equity Shares to 140,675 successful applicants. The category-wise details of the Basis of Allotment are as under

B. Allotment to Non-lnstitutional Bidders (more than 72 lakhs and upto Rs10 Lakhs) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs 2 lakhs and upto Rs10 Lakhs), who have bid at the Offer Price of Rs 311 per Equity Share or above, was finalized in consultation with BSE. This category has been subscnbed to the extent of 49.37 times. The total number of Equity Shares allotted in this category is 964,631 Equity Shares to 1,435 successful applicants. The category-wise detafls of the Basts of Allotment are as under

C. Allotment to Non-lnstitutional Bidders (more than Rs10 Lakhs) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs10 Lakhs), who have bid at the Offer Price of Rs311 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 74.27 times. The total number of Equity Shares allotted in this category is 1.929.260 Equity Shares to 2.870 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample)

D. Allotment to QIBs (After Rejections)

Allotment to QIBs. who have bid at the Offer Price of Rs311 per Equity Share or above, has been done on a proportionate basts in consultation with BSE. This category has been subscribed to the extent of 150.99 times of Net QIB portion . As per the SEBIICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 192,926 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 3,665,958 Equity Shares on a proportionate basis The total number of Equity Shares allotted in the QIB category is 3,858,521 Equity Shares, which were allotted to 104 successful Applicants.

E. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the BRLMs, has allocated 5,787.780 Equity Shares to 11 Anchor Investors (through 18 Anchor Investor Application Forms) (including 3 domestic Mutual Funds through 8 schemes) at an Anchor Investor Offer Price of Rs311 per Equity Share in accordance wth SEBIICDR Regulations. This represents 60% of the QIB portion.

The IPO Committee of our Company at its meeting held on February 12.2024 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories. F urther. instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on February 12,2024 and the payments to non-syndicate brokers have been issued on February 12,2024. 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 February 13,2024 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 BSE and NSE on February 13.2024. The Company has received the listing and trading approval from BSE & NSE. and trading will commence on February 14.2024.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made will be hosted on the website of 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 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 RASHI PERIPHERALS LIMITED.

RASHI PERIPHERALS LIMITED has filed a Prospectus dated February 9.2024with the RoC. The Prospectus ts made available on the website of the SEBI at www.sebi.gov.in as well as on the website of the BRLMsi.e.,JM Financial Limited at www.jmfl.com and ICICI Securities Limited at www.icicisecurities.com. the website of the NSEat www.nseindia.com and the website of the BSE at www.bseindia.com and the website of the Company at www.rptechindia.com. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section titled Risk Factors'beginning on page 37 of the Prospectus. Potential investors should not rely on the DRHP for making any investment decision and can only rely on the information included in the Red Herring Prospectus and Prospectus

The Equity Shares have not been and will not be registered under the U S. Securities Act of 1933, as amended f U.S. Securities Act') or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transadion not subject to, the registration requirements of the U.S. Securities Ad and applicable U S. state securities laws Accordingly, the Equity Shares are being offered and sold outside the United States in "offshore transactions'* as defined in and in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made. There will be no public offering of Equity Shares in the United States.