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India1 Payments Limited files DRHP with SEBI

India1 Payments Limited files DRHP with SEBI 1

India1 Payments Ltd. (“IPL” or the “Company”), the largest independent non-bank Automated Teller Machine (ATM) operator (referred to as a white label ATM operator) in India, based on the number of ATM transactions in Fiscal 2021 and installed base as of March 31, 2021, filed its Draft Red Herring Prospectus (DRHP) with stock market regulator, the Securities and Exchange Board of India (SEBI).

The company plans to raise funds via Initial Public offering (IPO) through fresh issue aggregating up to Rs 150 crore and an Offer for Sale (OFS) of up to 10,305,180 equity shares. The OFS consists of up to 100,000 equity shares by the Banktech Group Pty Ltd., up to 2,508,430 equity shares by BTI Payments Singapore Pte. Ltd. (together with the Banktech Group Pty Ltd. referred to as the “Promoter Selling Shareholders”), and up to 4,994,391 equity shares by India Advantage Fund S3 I, up to 2,486,170 equity shares by India Advantage Fund S4 I and up to 216,189 equity shares by Dynamic India Fund S4 US I (together with India Advantage Fund S3 I and India Advantage fund S4 I referred to as the “Investor Selling Shareholders”).

As of June 30, 2021, IPL operated a network of 8,520 ATMs across 14 states and union territories in India, which they brand as “india1 ATM”. White label ATM operators operate under license by the RBI under the Payment & Settlement Systems Act, 2007, and the Company has been an authorised white label ATM operator since February 12, 2014. In Fiscal 2019, Fiscal 2020, Fiscal 2021 and the three months ended June 30, 2021, the gross transaction value (“GTV”) of cash transactions from IPL’s ATMs were Rs 27,078.77 crore, Rs 31,006.45 crore, Rs 43,974.52 crore and Rs 13,639.24 crore, respectively, and processed 180.45 million, 205.25 million, 257.55 million and 71.82 million transactions, respectively.

The company’s ATM business is focused on semi urban regions (population between 10,000 and 100,000) and rural regions (population under 10,000) in India (together the “SURU regions”), where 7,619 ATMs (89.42% of IPL ATMs) were located as of June 30, 2021. IPL was the second largest operator of ATMs in terms of the number of ATMs in the SURU regions as of June 30, 2021.

The company in consultation with the Book Running Lead Managers (“BRLMs”), may offer a discount of up to 10% of the offer price to eligible employees bidding in the employee reservation portion.

The Company may, at its discretion, consider issuing equity shares on a private placement basis for cash consideration aggregating up to Rs. 300 million, prior to filing of the Red Herring Prospectus with the ROC (the “Pre-IPO Placement”).

The Company proposes to utilise the Net Proceeds towards: (i) Repayment and/ or pre-payment, in full or part, of certain borrowings availed by the Company; (ii) Funding capital expenditure requirements of the Company for setting up of ATMs; and (iii) General corporate purposes.

The Book Running Lead Managers to the offer are JM Financial Limited, Edelweiss Financial Services Limited and IIFL Securities Limited. Legal Counsel to the Company as to Indian Law is Shardul Amarchand Mangaldas & Co, Legal Counsel to the BRLMs as to Indian Law is J. Sagar Associates, Legal Counsel to the Promoter Selling Shareholders as to Indian Law is Cyril Amarchand Mangaldas, Legal Counsel to the Investor Selling Shareholders is Khaitan & Co and International Legal Counsel to the BRLMs is Dentons US LLP.

The equity shares are proposed to be listed on BSE and NSE.

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