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Avalon Technologies Limited — Capital/Financing Update 2024
Feb 1, 2024
59680_rns_2024-02-01_eb9d0c29-e4e7-4204-a0e0-a644f88ab825.pdf
Capital/Financing Update
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To: To:
BSE Limited Corporate Relationship Department PJ towers, Dalal Street, Mumbai -400001 BSE SCRIP CODE: 543896
The Manager Listing Department The National Stock Exchange of India Limited “Exchange Plaza”, Bandra – Kurla Complex, Bandra (EAST), Mumbai – 400051 NSE SYMBOL: AVALON
Sirs/Madam,
Sub: - Monitoring Agency Report & Statement of Deviation or Variation
Ref: Regulation 41 (4) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and under Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the SEBI Regulations mentioned above, please find enclosed herewith, the Monitoring Agency Report in respect of the utilization of proceeds of Initial Public Offer (IPO) for the quarter ended December 31, 2023, issued by CARE Ratings Limited, Monitoring Agency.
Further please note that we do not have any deviation or variation in the funds raised through Initial Public Offer (IPO). The Nil Report of the Statement of Deviation or Variation as per Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also enclosed herewith.
We also wish to inform that the IPO proceeds have been fully utilized for the purpose stated in the Company's prospectus and there was no deviation in utilization of such funds. The filing of statement of deviation(s) or variation(s) under the Regulation 32 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 will not be applicable to the company henceforth.
The above information will also be made available on the website of the company www.avalontec.com You are requested to put/take the above information on your record. Yours sincerely,
For AVALON TECHNOLOGIES LIMITED
RAJESH V
Digitally signed by RAJESH V Date: 2024.02.01 21:17:13 +05'30'
Name of the Person : Dr. V. Rajesh Designation : Company Secretary Membership Number: F9213 February 1, 2024
Encl : (1) Monitoring Agency Report
- (2) Statement of Deviation or Variation – NIL report
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Monitoring Agency Report
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No. CARE/CRO/RL/2023-24/1436
Shri Subramanian RM Chief Financial Officer Avalon Technologies Limited
B - 7, MEPZ, First Main Road Tambaram Chennai Tamil Nadu 600045
January 30, 2024
Dear Sir,
Monitoring Agency Report for the quarter ended December 31, 2023 - in relation to the Initial Public Offering of Equity Shares of Avalon Technologies Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Fresh Issue of 73,39,449 equity shares aggregating to Rs. 320.00 crore of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2023, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated March 02, 2023.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully,
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Ratheesh Kumar
Associate Director
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Report of the Monitoring Agency
Name of the issuer: Avalon Technologies Limited For quarter ended: December 31, 2023 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil
(b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have a credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain creditrelated analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors after the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
Signature: Name of the Authorized Signatory: Ratheesh Kumar Designation of Authorized person/Signing Authority: Associate Director
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Annexure I
1) Issuer Details:
Name of the issuer : Avalon Technologies Limited Name of the promoter : Mr Kunhamed Bicha and Mr Bhaskar Srinivasan Industry/sector to which it belongs : Electronics
2) Issue Details
Issue Period : April 03, 2023, to April 06, 2023 Type of issue (public/rights) : Public issue Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in Rs. crore) : Rs. 320.00 crore (Note 1)
Note 1:
| Particulars | Remarks |
|---|---|
| Total shares issued and subscribed as part of fresh issue | 73,39,449 |
| Total proceeds received from fresh issue (in Rs.) | 320,00,00,000 |
| Details of expenses incurred related to fresh issues* (in Rs.) | 20,60,00,000 |
| Net proceeds available for utilisation (in Rs.) * | 299,40,00,000 |
*Estimated cost of issue as per the offer document was ₹ 20.6 crore. The actual expenses incurred was ₹ 20.43 crore and the aggregate net proceeds was ₹ 299.57 crore. The variation of ₹ 0.17 crore is not material and within permissible deviation limit of 10%.
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments the Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? |
Yes | Chartered Accountant certificate*, Bank statement |
Yes | Nil |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
Not applicable | Not applicable | Not applicable |
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| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments the Board of Directors |
|---|---|---|---|---|
| Whether the means of finance for the disclosed objects of the issue have changed? |
No | Not applicable | Not applicable | |
| Is there any major deviation observed over the earlier monitoring agency reports? |
Not applicable | Not applicable | Not applicable | |
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
Not applicable | Not applicable | Not applicable | |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Not applicable | Not applicable | Not applicable | |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
No | Not applicable | Not applicable | |
| Is there any other relevant information that may materially affect the decision making of the investors? |
No | Not applicable | Not Applicable |
- Chartered Accountant certificate from M/s Mohan & Venkatraman, Chartered Accountants dated January 25, 2024.
#Where material deviation may be defined to mean:
-
a) Deviation in the objects or purposes for which the funds have been raised
-
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
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4) Details of objects to be monitored:
(i) Cost of objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | |||
|---|---|---|---|---|---|---|---|---|
| Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore |
Comments of the Monitoring Agency |
Reason for cost revision |
Proposed financing option |
Particulars of firm arrangements made |
|||
| 1 | Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company and one of our Material Subsidiaries, ATSPL |
Offer Document | 145.00 | Not applicable |
Nil | Nil | ||
| 2 | Funding the working capital requirements of our Company |
Offer Documents | 90.00 | Not Applicable |
Nil | |||
| 3 | General corporate purposes (GCP) |
Offer Documents | 64.40# | Not Applicable |
# | |||
| Total | 299.40 |
As per the offer document, GCP was Rs. 64.40 crore which was worked out based on estimated cost of issue of Rs. 20.6 crore.
The BRLMs had reworked and earmarked ₹ 21.57 crore for the issue expenses and initially transferred an amount of Rs. 298.43 crore into the monitoring agency account as per the reports for the previous quarters. However, as on December 30, 2023 the actual issue incurred was ₹ 20.43 crore and the balance proceeds of ₹ 1.14 crore was transferred to the monitoring agency account, bringing the net proceeds to ₹ 299.57 crore and allocation for general corporate purposes has been revised to ₹ 16.47 crore. This deviation is not material and within the permissible deviation limit of 10%.
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(ii) Progress in the objects –
(Give item by item description for all the Objects stated in the Offer Document in following format)
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Total unutilised amount |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Amount as proposed in the Offer Document in Rs. Crore |
||||||||||
| Reasons for idle funds |
Propose d course of action |
|||||||||
| ₹ Crore | ||||||||||
| As at beginning of the quarter in Rs. Crore |
||||||||||
| During the |
At the end of |
|||||||||
| quarter in |
the quarter |
|||||||||
| Rs. Crore | in Rs. Crore | |||||||||
| 1 | Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company and one of our Material Subsidiaries, ATSPL |
Chartered Accountant certificate*, Bank statements, Closure letters, Offer Document |
145.00 | 144.97 | 0.03 | 145.00 | - | - | Nil | |
| 2 | Funding the working capital requirements of our Company |
Chartered Accountant certificate*, Bank statements, Offer Document |
90.00 | 90.00 | - | 90.00 | - | - | ||
| 3 | General corporate purposes (GCP) |
CA certificate, Bank statements, Offer Document |
64.40 | 63.46 | 1.11 | 64.57** | - | ** | ||
| Total | 299.40 | 298.43 | - | 299.57** | - |
- Chartered Accountant certificate from M/s Mohan & Venkatraman, Chartered Accountants dated January 25, 2024
** As per the offer document, GCP was Rs. 64.40 crore which was worked out based on estimated cost of issue of Rs. 20.6 crore. The BRLMs had reworked and earmarked ₹ 21.57 crore for the issue expenses and initially transferred an amount of Rs. 298.43 crore into the monitoring agency account as per the reports of the previous quarters. However, as on December 30, 2023, the actual issue expenses incurred was ₹ 20.43 crore and the balance proceeds of ₹ 1.14 crore was transferred to the monitoring agency account, bringing the net proceeds to ₹ 299.57 crore and the allocation for GCP has been revised to ₹ 64.57 crore. This deviation is not material and within the permissible deviation limit of 10%.
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(iii) Deployment of unutilised IPO proceeds:
| Sr. No. | Type of account | Type of account | Amount in Rs. crore | Amount in Rs. crore | Source of information / certifications considered by Monitoring Agency for preparation of report |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Source of information / certifications considered by Monitoring Agency for preparation of report |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Name of the Bank | ||||||||||
| 1. | Not applicable | Not applicable | Not applicable | Not applicable | ||||||
| Sr. No. | Type of instrument and name of the entity invested in |
Amount invested | Maturity date | Earning | Return on Investment (%) |
Market Value as at the end of quarter* |
||||
| 1. | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
(iv) Delay in implementation of the object(s)
| Completion Date | Completion Date | Completion Date | Comments of the | Comments of the | Board of Directors | ||||
|---|---|---|---|---|---|---|---|---|---|
| Delay (no. of days/ | |||||||||
| Objects | Proposed course | ||||||||
| As per the offer document | Actual* |
months) |
Reason of delay | ||||||
| **of action ** | |||||||||
| NA | NA | NA | NA | NA | NA | ||||
| ) Details of utilization ofproceeds stated as General Corporate Purpose(GCP) amount in the offer document: | |||||||||
| Source of information / certifications | |||||||||
| Amount | |||||||||
| Sr. No | Item Head^ | considered by Monitoring Agency for |
Comments of Monitoring Agency | Comments of the Board of Directors | |||||
| in Rs. Crore | |||||||||
| preparation of report | |||||||||
| 1 | Vendor Payments | 1.11 | Chartered Accountant certificate*, Bank statements |
- | Nil | ||||
| Total | 1.11 |
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
- Chartered Accountant certificate from M/s Mohan & Venkatraman Chartered Accountants dated January 25, 2024.
** As per the offer document, GCP was Rs. 64.40 crore which was worked out based on estimated cost of issue of Rs. 20.6 crore.
The BRLMs had reworked and earmarked ₹ 21.57 crore for the issue expenses and initially transferred an amount of Rs. 298.43 crore into the monitoring agency account as per the reports for the previous quarters. However, as on December 30, 2023, the actual issue expenses incurred was ₹ 20.43 crore and the balance proceeds of ₹ 1.14 crore was transferred to the monitoring agency account, bringing the net proceeds to ₹ 299.57 crore and the allocation for GCP has been revised to ₹ 64.57 crore. This deviation is not material and within the permissible deviation limit of 10%.
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^Section from the offer document related to GCP:
The general corporate purposes for which our Company proposes to utilise the Net Proceeds include, without limitation, strategic initiatives, funding growth opportunities, strengthening marketing capabilities and brand building exercises, meeting ongoing general corporate contingencies, expenses incurred in ordinary course of business, meeting our business requirements, payment of lease liabilities, payment of commission and/or fees to consultants, acquisition of fixed assets, capital expenditure in the ordinary course of business, business development initiatives, employee welfare activities, any of the other Objects, payment of pre – payment/repayment penalties upon prepayment/repayment of loans, other expenses including salaries and wages, administration, insurance, repairs and maintenance, payment of taxes and duties and any other purpose, as may be approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law, including provisions of the Companies Act. In the event our Company is unable to utilise the Net Proceeds towards any of the objects of the Offer for any of the reasons as aforementioned, our Company may utilise such Net Proceeds towards general corporate purposes, provided that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the gross proceeds from the Fresh Issue.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount available under this head and the business requirements of our Company, from time to time. Our Company’s management, in accordance with the policies of the Board, shall have flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals.
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Enclosure No: 2
STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PUBLIC ISSUE, RIGHTS ISSUE, PREFERENTIAL ISSUE, QUALIFIED INSTITUTIONS PLACEMENT ETC
| 1. | Name of the Listed Entity | Avalon Technologies Limited | Avalon Technologies Limited | |
|---|---|---|---|---|
| 2. | Mode of Fund Raising | Public Issue~~/ Rights~~ ~~Issues / Preferential Issues /QIP / Others~~ |
||
| 3. | Date of RaisingFunds | April 03, 2023 to April 06, 2023 | ||
| 4. | Amount Raised | ₹ 8650 Million (comprising of fresh issue of 7,339,449 Equity Shares, aggregating to ₹ 3,200.00 million and offer for sale of 12,499,997 Equity Shares,aggregatingto ₹ 5,450.00 million) |
||
| 5. | Report filed forQuarter ended | December 31,2023 | ||
| 6. | MonitoringAgency | Applicable | /~~Not Applicable~~ | |
| 7. | MonitoringAgencyName,if applicable | CARE Ratings Limited | ||
| 8. | Is there a Deviation / Variation in use of funds raised |
No | ||
| 9. | If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved bythe shareholders |
Not Applicable | ||
| 10. | If Yes,Date of shareholder Approval | Not Applicable | ||
| 11. | Explanation for the Deviation / Variation | Not Applicable | ||
| 12. | Comments of the Audit Committee after review |
None | ||
| 13. | Comments of the auditors if any | None |
Objects for which funds have been raised and where there has been a deviation, in the following table:
(₹ in crores)
| Original Object | Modified Object if any |
Original Allocation |
Modified allocation if any |
Funds Utilised |
Amount of Deviation/Variation for the quarter according to applicable object |
Remarks if any |
|---|---|---|---|---|---|---|
| Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company and one of our Material Subsidiaries, ATSPL |
Not Applicable |
145.00 | Not applicable | 145.00 | Not applicable | None |
| Funding the working capital requirements of our Company |
Not Applicable |
90.00 | Not Applicable | 90.00 | Not applicable | None |
| General corporate purposes (GCP) | Not Applicable |
64.40 | Not Applicable | 64.57** | Not applicable | None |
| TOTAL | 299.40 | 299.57** |
NOTES:
1.
| Particulars | Remarks |
|---|---|
| Total shares issued and subscribed as part of fresh issue | 73,39,449 |
| Total proceeds received from fresh issue (in Rs.) | 320,00,00,000 |
| Details of expenses incurred related to fresh issues (in Rs.) | 20,60,00,000 |
| Net proceeds available for utilization (in Rs.)* | 299,40,00,000 |
2. Estimated cost of issue as per the offer document was Rs. 20.60 crore. The BRLMs have reworked and earmarked ₹ 21.57 crore for the issue expenses and transferred an amount of Rs. 298.43 crore into the monitoring agency account. The variation of ₹ 0.97 crore is not material and within permissible deviation limit of 10%. The same has also been mentioned in the Report of Monitoring Agency.
3. ** As per the offer document, GCP was Rs. 64.40 crore which was worked out based on estimated cost of issue of Rs. 20.6 crore.
The BRLMs had reworked and earmarked ₹ 21.57 crore for the issue expenses and initially transferred an amount of Rs. 298.43 crore into the monitoring agency account as per the reports of the previous quarters. However, as on December 30, 2023, the actual issue expenses incurred was ₹ 20.43 crore and the balance proceeds of ₹ 1.14 crore was transferred to the monitoring agency account, bringing the net proceeds to ₹ 299.57 crore and the allocation for GCP has been revised to ₹ 64.57 crore. This deviation is not material and within the permissible deviation limit of 10%.
For Avalon Technologies Limited
RAJESH V
Digitally signed by RAJESH V Date: 2024.02.01 21:18:22 +05'30'
Dr Rajesh Vijayakumar Company Secretary M. No: F9213
Date: February 01, 2024