Nisus Finance Services Co Ltd IPO

The IPO opens on 04 Dec 2024 & closes on 06 Dec 2024.

Nisus Finance Services Co Limited was initially incorporated as 'Molior Realty Private Limited' on August 21, 2013 by the Registrar of Companies, Maharashtra, Mumbai. On July 28, 2014, Company changed its name to 'Nisus Finance Services Co Private Limited'. The Company thereafter, converted to a Public Limited Company on May 23, 2024, and changed the name to 'Nisus Finance Services Co Limited,' receiving a new Certificate of Incorporation on July 15, 2024, from the Registrar of Companies, Central Processing Centre. The Company is promoted by Mr. Amit Anil Goenka and Mrs. Mridula Amit Goenka. Building on the success of their Transaction Advisory services, Company expanded into Real Estate and Urban Infrastructure Fund & Asset Management through its subsidiary, Nisus Finance & Investment Managers LLP. Nisus Finance & Investment Managers LLP launched their first fund, the Real Estate Asset Performance Fund - 1, in 2015 which was exited in 2021. The Company subscribed to 26% shareholding of Nisus Fincorp Private Limited, an associate NBFC company incorporated on February 24, 2018. Currently, the Company through Dalmia Nisus Finance Investment Managers LLP (an Associate company) and Nisus BCD Advisors LLP (a Subsidiary company) is managing two funds namely Real Estate Credit Opportunities Fund - 1 and Real Estate Special Opportunities Fund - 1 focused on real estate and urban infrastructure sector. The associate i.e. Nisus Fincorp Private Limited, an NBFC company is having main object of financing. And presently, the Company operate under the 'Nisus Finance Group'/ 'NiFCO' brand', focusing on three main segments: Transaction Advisory Services, Fund and Asset Management, and SME Credit through NBFCs. Transaction Advisory business requires working closely with developer partners, to ensure that align with long-term business plan of advisory clients. The Company launched the IPO aggregating an issuance of 63,46,400 Equity Shares having the face value of Rs 10 each by raising funds of Rs 114.23 Crore comprising a fresh issue of 56,45,600 equity shares aggregating to Rs 101.62 Cr and offer for sale of 7,00,800 equity shares aggregating to Rs 12.61 Cr in December, 2024. The Company launched its High Yield Growth Fund under the DIFC framework and acquired two premium residential assets in Dubai, which added Rs 455 Cr to the AUM in FY 2025.

Nisus Finance Services Co Ltd IPO will close on 06 Dec 2024.

<ul><li>A well-established, credible and customer-focused NiFCO brand.</li><li>Diversified Business Model.</li><li>Ability to identify emerging market trends in a timely manner.</li><li>Strong Management and distinctive people and culture.</li><li>Prudent governance, risk management, and internal control frameworks.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Amit Anil Goenka</td> <td>18184398</td> <td>99.74</td> <td>17483598</td> <td>73.22</td> </tr> <tr> <td>2</td> <td>Mridula Amit Goenka</td> <td>17</td> <td>---</td> <td>17</td> <td>---</td> </tr> <tr> <td>3</td> <td>Abha Anil Goenka</td> <td>17</td> <td>---</td> <td>17</td> <td>---</td> </tr> <tr> <td>4</td> <td>Arti Vikas Modi</td> <td>17</td> <td>---</td> <td>17</td> <td>---</td> </tr> <tr> <td>5</td> <td>Anil Brijmohan Goenka</td> <td>17</td> <td>---</td> <td>17</td> <td>---</td> </tr> <tr> <td>6</td> <td>Vikas Krishnakumar Modi</td> <td>17</td> <td>---</td> <td>17</td> <td>---</td> </tr> </tbody> </table>

<ul><li>The Company, Promoters, Directors, and its Subsidiaries are a party to certain litigation and/or claims. Any adverse decision may make the Company liable to liabilities/penalties and may adversely affect its reputation, business, and financial status. A classification of these legal and other proceedings is given below.</li><li>The company is dependent on and derives a substantial portion of its revenue from certain key customers and investors in its funds managed by the company subsidiaries that may expose it to liquidity risks, which may adversely affect the company's business volume, results of operations and financial condition.</li><li>The financing industry is becoming increasingly competitive, which may create significant pricing pressures for it to retain existing customers and solicit new business. The company's growth will depends on its ability to compete effectively in this environment.</li><li>The company has grown in the past but there can be no assurance that its growth will continue at a similar rate or that the company will be able to manage its rapid growth. If its unable to implement or sustain the company's growth strategy effectively it could adversely affect its business, results of operations, cash flows and financial conditions.</li><li>Difficult conditions in financial markets can adversely affect its business, which could materially reduce the company revenue and income.</li><li>There are certain discrepancies noticed in its statutory records and/or records relating to filing of returns and statutory expenses with the concerned Registrar of Companies.</li><li>Revisions to laws and regulations or regulatory investigations, including recent RBI AIF Circular restricting certain investments by Regulated Entities in the schemes of alternate investment funds ("AIFs"), may have a material adverse effect on its business, results of operations, cash flows and financial condition.</li><li>Any adverse development in the real estate sector would negatively affect the company's results of operations.</li><li>The company's Consolidated Restated Financial Statements are reviewed and Signed by the Peer Review Auditors who is not Statutory Auditors of the Company as required under the provisions of SEBI ICDR Regulations.</li><li>The company requires certain approvals, licenses, registration and permits for its business, and failures to obtain or renew them in a timely manner may adversely affect its operations.</li><li>The company fund business is subject to SEBI (Alternative Investment Funds) Regulations 2012, including periodic inspections by SEBI, and its non-compliance with existing regulations or SEBI's observations or the company failures or delay to obtain, maintain or renew regulatory approvals could expose it to penalties and restrictions.</li><li>The company is exposed to fluctuations in the market values of its investment and real asset portfolio.</li><li>If the investments made by the funds the company advise or manage perform poorly the company will suffer a decline in its revenue and earnings and its ability to raise capital for future funds may be adversely affected.</li><li>The company undertake certain business operations outside of India.</li><li>Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency and deployment of funds raised through this Offer is subject to monitor by any monitoring agency in the event the size of the Offer is more than Rs.10,000 lakhs.</li><li>The Company has availed unsecured loans which are repayable on demand. Any demand for a loan from lenders for repayment of such unsecured loans, may adversely affect its cash flows.</li><li>The company may not be able to adequately protect its intellectual property rights, including the use of "Nisus" name and associated logo, which could harm its competitiveness.</li><li>The company's success largely depends on its ability to attract and retain its key managerial personnels or Senior Management. Failures to do so may have a material adverse effect on its business, financial condition and results of operations.</li><li>The company will not receive any proceeds realised from the Offer for Sale. The amount realised thereon will be received directly by the Promoter Selling Shareholders.</li><li>The registered office of the Company, its Subsidiaries and group Company are located on leased premises. The company cannot assure you that the lease agreement will be renewed upon termination or that its will be able to lease other premises on the same or similar commercial terms.</li><li>Its insurance policies may not be adequate to cover all losses incurred in the company's business. An inability to maintain adequate insurance cover to protect it from material adverse incidents in connection with its business may adversely affect the company's operations and profitability.</li><li>Its ability to pay dividends in the future will depends on a number of factors, including its profit after tax for the respective fiscal year, the company capital requirements, its financial condition, the company cash flows and applicable taxes, including payment of dividend distribution tax.</li><li>The company has certain contingent liabilities which may adversely affect its financial condition.</li><li>The average cost of acquisition of Equity Shares by its Promoters could be lower than the Offer Price.</li><li>The company has experienced negative cash flows from operation in the prior periods.</li><li>The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.</li><li>The company introduce new products for its customers and there is no assurance that the company new products will be profitable in the future.</li><li>Its Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company even after the Offer which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Its revenues are dependent on the company sustained ability to successfully manage transactions and advisory assignments and on managing client concentrations.</li><li>Poor investment performance, pricing pressure and other competitive factors may reduce its revenue or result in losses in the company asset management business.</li><li>In addition to normal remuneration, other benefits and reimbursement of expenses to its Promoter, Directors, Key Managerial Personnel and Senior Managerial Personnel; they are interested to the extent of their shareholding, if any and dividend entitlement thereon in the Company and for the transactions entered into between the Company and themselves as well as between the Company and its Group Companies/Entities. The Company in future may enter in related party transactions subject to necessary compliances.</li><li>The company has entered into and may continue to enter into related party transactions with companies within the Nisus Finance Group that may involve conflicts of interest, which could adversely impact its business.</li><li>The company's business is dependent on the Group's goodwill and 'Nisus' brand name. Any change in control of the Group or any other factor affecting the business and reputation of the Group may have a concurrent adverse effect on its Group's reputation, business and results of operations.</li><li>The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Offer. Further the company has not identified any alternate source of financing the 'objects of the Offer. Any shortfall in raising or meeting the same could adversely affect its growth plans, operations, and financial performance.</li><li>In the event there is any delay in the completion of the Offer, or delay in schedule of implementation, there would be a corresponding delay in the completion of the objects of this Offer which would in turn affect its revenues and results of operations.</li><li>If the company is unable to source business opportunities effectively, its may not achieve the company financial objectives.</li><li>This Red Herring Prospectus contains information from an industry report, which the company has commissioned from CARE EDGE.</li><li>The company relies on third-party service providers who may not perform their obligations satisfactorily or in compliance with law.</li><li>The sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.</li><li>There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>The company may need additional capital and its may not be able to obtain it, which could adversely affect the company's liquidity and financial position.</li><li>If the company is unable to establish and maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.</li><li>Certain data mentioned in this Draft Red Herring Prospectus has not been independently verified.</li></ul>

The Issue type of Nisus Finance Services Co Ltd is Book Building - SME.

The minimum application for shares of Nisus Finance Services Co Ltd is 800.

The total shares issue of Nisus Finance Services Co Ltd is 6346400.

initial public offer of 63,46,400 equity shares of face value of Rs. 10/- each of Nisus Finance Services Co Limited ("NFSCL" or the "Company" or the "Offeror") for cash at a price of Rs. 180/- per equity share including a share premium of Rs. 170/- per equity share (the "Offer Price") aggregating to Rs. 114.24 crores ("The Offer") comprising of a fresh issue 56,45,600 equity shares aggregating to Rs. 101.62 crores (the "Fresh Issue") and an offer for sale of 7,00,800 equity shares by promoter selling shareholder- amit Anil Goenka aggregating to Rs. 12.61 crores ("Offer for Sale"), of which 3,51,200 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 180/- per equity share including a share premium of Rs. 170/- per equity share aggregating to Rs. 6.32 crores will be reserved for subscription by market maker to the offer (the "Market Maker Reservation Portion") and 24,000 equity shares of face value of Rs. 10 each, at an offer price of Rs. 180 per equity share for cash, aggregating Rs. 0.43 crores will be reserved for subscription by the eligible employees of the company (the "Employee Reservation Portion"). The offer less the market maker reservation portion and employee reservation portion i.e. net offer of 59,71,200 equity shares of face value of Rs. 10/- each at a price of Rs. 180/- per equity share including a share premium of Rs. 170/- per equity share aggregating to Rs. 107.48 crores is herein after referred to as the "Net Offer". The offer and the net offer will constitute 26.58% and 25.01%, respectively, of the post offer paid up equity share capital of the company.