PROSPECTUS
Dated January 22, 2022

Please read Section 32 ofthe Companies Act, 2013
Book Built Offer

 

AGS TRANSACT TECHNOLOGIES LIMITED

(Our Company was incorporated in Mumbai, Maharashtra on December 11, 2002 as AGS Infotech Private Limited, a private limited company under the Companies Act, 1956. The name of our Company was subsequently
changed to AGS Transact Technologies Private Limited and the Registrar of Companies, Maharashtra issued a fresh certificate of incorporation dated June 3, 2010. Our Company was then converted into a public limited
company and consequently, its name was changed to AGS Transact Technologies Limited and the Registrar of Companies, Maharashtra issued a fresh certificate of incorporation dated July 20, 2010. For further details in
relation to changes in the name of our Company, see "History and Certain Corporate Matters” on page 182,

  

Registered Office: 601-602 Trade World, 8 Wing, Kamala Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India; Tel: +91 22 6781 2000
Corporate Office: 14" Floor, Tower 3, One Intemational Center, Senapati Bapat Marg, Prabhadevi (West), Mumbai 400 013, Maharashtra, India; Tel: +91 22 7181 8181
‘Contact Person: Ms. Sneha Kadam, Company Secretary and Compliance Officer Email: ipocompliance @agsindia.com; Website: www.agsindia.com
Corporate Identity Number: U72200MH2002PLC138213

 

 

 

INITIAL PUBLIC OFFERING OF 38,857,141 EQUITY SHARES OF FACE VALUE OF 210 EACH (THE “EQUITY SHARES”) OF AGS TRANSACT TECHNOLOGIES LIMITED (OUR “COMPANY”
OR THE “COMPANY” OR THE “ISSUER") FOR CASH AT A PRICE OF 2175 PER EQUITY SHARE (INCLUDING A PREMIUM OF 2165 PER EQUITY SHARE) AGGREGATING TO 26,800
MILLION (THE “OF FER”) THROUGH AN OFFER FOR SALE OF 38,718,857 EQUITY SHARES BY MR. RAVI B. GOYAL (THE “PROMOTER SELLING SHAREHOLDER”) AGGREGATING TO
26,775.80 MILLION, 43,600 EQUITY SHARES AGGREGATING TO 27.63 MILLION BY MR. V.C. GUPTE, 34,114 EQUITY SHARES AGGREGATING TO 25.97 MILLION BY MR. SHAILESH.
SHETTY, 26,514 EQUITY SHARES AGGREGATING TO 24.64 MILLION BY MR. RAKESH KUMAR, 17,028 EQUITY SHARES AGGREGATING TO 22.98 MILLION BY MR. NIKHIL PATIVAT
AND 17,0284 EQUITY SHARES AGGREGATING TO 22.98 MILLION BY MR. RAJESH HARSHEDRAI SHAH (COLLECTIVELY, THE “OTHER SELLING SHAREHOLDERS”, AND TOGETHER
WITH THE PROMOTER SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED
SHARES"), THE OFFER CONSTITUTES 32.28% OF THE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

‘THE FACE VALUE OF THE EQUITY SHARES IS 210 EACH, THE OFFER PRICE IS 2175 AND THE OFFER PRICE IS 17.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.
ASubject to finalization of the Basis of Allotment.

 

"The Offer was made through the Book Building Proces, in terms of Rule 19(2)(6) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SGRR’) read with Regulation 31 of the SEBIICDR’
Regulations, and in compliance with Regulation 6(1) of the SEB! ICDR Regulations wherein not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers
(°QIBs") (the “QIB Portion”). Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with
the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QU
Portion was made available for allocation on a proportionate basis to all QUBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less
than 15% of the Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer was made available for allocation to Retail Individual Bidders, subject to
valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are requited to mandatorily utilize the Application Supported by Blocked Amount (“ASBA") process by
providing details of their respective ASBA accounts and UPI ID (in case of Retail Individual Bidders) if applicable, in which the corresponding Bid Amounts will be blocked by the self-certified syndicate banks
(’SCSBs") or under the UPI Mechanism, as applicable, to pattcipate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer

Procedure” on page 411.

“This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is €10 each. The Offer Price should not be
taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which
the Equity Shares will be traded after listing.

 

Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the
risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (the “SEBI"), nor does the SEBI guarantee the accuracy or adequacy of the
contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 24.

 

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of
the Offer, thar the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each
Selling Shareholder, severally and not jointly, accepts responsibility for and confirms the statements made or undertaken expressly by it in this Prospectus to the extent of information specifically pertaining to it and its
respective portion of the Offered Shares and assumes responsibilty that such statements are true and correct in all material respects and not misleading in any material respect.

 

“The Equity Shares to be offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges, Our Company has received an "in-principle” approval from each of the BSE
and the NSE for the listing of the Equity Shares pursuant to letters dated September 1, 2021 and September 8, 2021, respectively. For the purposes of the Offer, the Designated Stock Exchange is BSE. A signed copy of
the Red Herring Prospectus has been, and a signed copy of this Prospectus shall be, delivered to the RoC: in accordance with the Companies Act, 2013, For details of the material contracts and documents that were
‘made available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see "Material Contracts and Documents for Inspection” on page 460.

   
   

  

Wo underetand your world

   

J ICICI Securities Aum Financia | LINK Intime

 

ICICI Securities Limited HDFC Bank Limited JM Financial Limited Link Intime India Private Limited
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‘Website: www.icicisecurities.com Tel: +91 22 3395 8233 E-mail: gs. ipo@jmf.com Email: ags.po@linkintime.co.in

Investor grievance e-mail: E-mail: ags.ipo@hdfebank.com Investor grievance e-mail: grievance.ibd@jmfl.com | Website: www.linkintime.co.in
customercare@icicisecurities.com Website: www.hdfcbank.com ‘Website: www.jmfl.com Investor grievance e-mail: ags.ipo@linkintime.co.in
‘Contact person: Kristina Dias/ Rupesh Khant | Investor grievance e-mail: Contact Person: Prachee Dhuri Contact person: Ms. Shanti Gopalkrishnan

‘SEBI Registration No.: INMO00011179 investor redressal@hdfebank.com SEBI Registration No.: INM000010361 SEBI Registration No.: INR000004058

Contact person: Harsh Thakkkar/ Ravi Sharma
‘SEBI Registration No.: INM000011252

 

 

 

TBIDIOFFER OPENED ON: Weshnesday,lanuary 19, 2027" 'BID/OFFER CLOSED ON: Friday laary 21, 2022
"The Anchor Investor Bid/Ofer Period was ane Working Day prior fo the BITOTfer Openig Dae, te, Tuesday, January 18, 7022
