Rashi Peripherals Limited — Capital/Financing Update 2024

Oct 29, 2024

October 29, 2024

To, Listing Operation Department BSE Limited Phiroze Jeejecbhoy Towers 05[[th]] Dalal Street, Mumbai- 400 001 Scrip Code: 544119 Symbol: RPTECH

Listing Compliance Department

The National Stock Exchange of India Limited (NSE) 05[[th]] Floor, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051

Sub : Report of the Monitoring Agency with respect to utilization of proceeds of the Initial Public Offer of Rashi Peripherals Limited (“the Company”)

Dear Sir/Madam,

Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 41(4) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find enclosed the Monitoring Agency Report dated 29[th] October, 2024 in respect of utilization of proceeds of the fresh issue of the Initial Public Offer of the Company, issued by CARE Ratings Limited (Monitoring Agency appointed by the Company) for the quarter ended 30[th] September, 2024.

You are requested to kindly take the same on record.

Thankyou.

Your faithfully,

For RASHI PERIPHERALS LIMITED

HINAL TEJAS SHAH Digitally signed by HINAL TEJAS SHAH DN: c=IN, o=Personal, postalCode=400067, st=Maharashtra, serialNumber=81BD235560DE360774683C33C458F83C1C785BAA8CB8821A3CDD89FF29144666, cn=HINAL TEJAS SHAH Date: 2024.10.29 12:54:26 +05'30'

Hinal Shah

Company Secretary & Compliance Officer

Encl.: As above

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Rashi Peripherals Limited

(Formerly known as Rashi Peripherals Private Limited)

Regd. Office: Ariisto House, 5th Floor, N S Phadke Road, Andheri East, Mumbai, Maharashtra – 400069, India

• Tel: +91-22-6177 1771 | Fax +91-22-61771999 • www.rptechindia.com | CIN: L30007MH1989PLC051039

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Monitoring Agency Report Draft Monitoring Agency Report

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No. CARE/HO/RL/2024-25/2080

The Board of Directors Rashi Peripherals Limited Ariisto House, 5th Floor, Junction of N.S.Phadke Road, Telli Gali, Andheri (E), Mumbai- 400 069, Maharashtra, India.

October 29, 2024

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended September 30, 2024 - in relation to the IPO of Rashi Peripherals Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs. 600 crore of the Company and refer to our duties cast under Section 41 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 September 30, 2024 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated April 10, 2024.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

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Sonal Bhageria Assistant Director Sonal.bhageria@careedge.in

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Report of the Monitoring Agency

Name of the issuer: Rashi Peripherals Limited For quarter ended: September 30, 2024 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 credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related 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 subsequent to 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.

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Signature:

Name and designation of the Authorized Signatory: Sonal Bhageria Designation of Authorized person/Signing Authority: Assistant Director

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1) Issuer Details: Name of the issuer Name of the promoter

Industry/sector to which it belongs

: Rashi Peripherals Limited

• : Krishna Kumar Choudhary, Sureshkumar Pansari, Kapal Suresh Pansari, Keshav Krishna Kumar Choudhary, Chaman Pansari, Krishna Kumar Choudhary (HUF), and Suresh M Pansari (HUF).

: ICT Product Distribution

2) Issue Details Issue Period Type of issue (public/rights) : IPO Type of specified securities : Equity Shares IPO Grading, if any : Not Applicable Issue size (in crore) : Rs. 600 crores

: 02/07/2024 to 02/09/2024

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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 of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	CA Certificate* Bank Statement	Nil
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document?	Not applicable as no deviation	Company declaration	Nil
Whether the means of finance for the disclosed objects of the issue have changed?	No	Company declaration	Nil
Is there any major deviation observed over the earlier monitoring agency reports?	Not applicable	Not Applicable	No deviations observed from the last monitoring agency report
Whether all Government/statutory approvals related to the object(s)have been obtained?	Yes	Company declaration (RHP In- principal approval)	Not Applicable
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Yes	Company declaration (BSE & NSE Software purchased)	Not Applicable
Are there any favorable/unfavorable events affecting the viability of these object(s)?	No	Company declaration	Not Applicable
Is there any other relevant information that may materially affect the decision making of the investors?	No	Company declaration	Not Applicable

*Chartered Accountant certificate from Pipara & Co LLP, Chartered Accountants, dated October 17, 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	Original cost (as per the Offer Document) in Rs. Crore	Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason for cost revision	Proposed financing option	Particulars of - firm arrangements made
1	Prepayment or scheduled re- payment of all or a portion of certain outstanding borrowings availed by our company	Offer Document	326.00	NA
2	Funding working capital requirements of our company	Offer Document	220.00	NA
3	General Corporate Purpose	Offer Document	8.14	NA
Total			554.14	NA

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(ii) Progress in the 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
			Amount as proposed in the Offer Document in Rs. Crore	Amount utilised in Rs. Crore				Comments of the Monitoring Agency
				As at beginnin g of the quarter in Rs. Crore					Reasons for idle funds	Proposed course of action
							Unutilised
						At the end
					During the		amount in
						of the
					quarter in Rs. Crore		Rs. crore
						quarter in Rs. Crore
1	Prepayment or scheduled re-payment of all or a portion of certain outstanding borrowings availed by our company	CA certificate Offer Document	326.00	325.53	0.47	326.00	0.00	Nil
2	Funding working capital requirements of our company	CA certificate Offer Document	220.00	220.00	0	220.00	0.00	Nil
3	General Corporate Purpose	CA certificate Offer Document	8.14	0	0	0	8.14	Nil
Total			554.14	545.53	0.47	546.00	8.14

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(iii)Deployment of unutilised IPO proceeds:

Sr. No.	Type of instrument and name of the entity invested in	Amount invested (Rs. crore)	Maturity date	Earning (Rs. crore)	Return on Investment (%)	Market Value as at the end of quarter
1.	Axis Public Issue a/c – 924020005512318	9.73*	NA	NA	NA	9.73
2.	IndusInd Monitoring A/c – 256001800038	2.16	NA	NA	NA	2.16

• Includes Rs.5.98 crore of un-utilised balance of net proceed from IPO and issue expenses of Rs.3.75 crore

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(iv) Delay in implementation of the object(s)

				Comments of the Board of	Comments of the Board of
	Completion Date		Delay
				Directors
			(no. of
Objects	As per the
			days/	Reason of	Proposed course
	offer	Actual
			months)	delay	of action
	document
Prepayment or scheduled re- payment of all or a portion of certain outstanding borrowings availed by our company*	By FY24	02/15/2024 – 13/09/2024	*
Funding working capital requirements of our company	By FY24	02/15/2024 – 03/31/2024	-
General Corporate Purpose*	By FY24	Ongoing	*

• Company proposes to deploy the entire Net Proceeds towards the Objects as per the schedule mentioned in the offer document. In the event that the estimated utilization is not completed as per the aforementioned schedule, due to the reasons stated in the offer document, such funds shall be utilised in the next fiscal year, as may be determined by the Company, in accordance with applicable law. Further, the company undertakes to not utilize any spill over from the remaining Objects of the Offer towards our general corporate purposes.

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

			Source of
			information /
			certifications
Sr.		Amount in Rs.	considered	Comments of Monitoring	Comments of the
	Item Head
No		Crore	by Monitoring	Agency	Board of Directors
			Agency for
			preparation of
			report
1.	General Corporate Purpose	8.14	Bank statements	The amount remains unutilised as on September 30, 2024 held in Axis Bank Public Issue Account and IndusInd Monitoring Account
	Total	8.14

^ Section from the offer document related to GCP:

“The Company intends to deploy the balance Net Proceeds aggregating up to Rs.8.14 crore in utilizing the proceeds earmarked for general corporate purposes.”

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. 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.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or 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 MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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