De Neers Tools : Prospectus (Final Offer Document filed with ROC)

PROSPECTUS

Dated: May 05, 2023

Please read section 26 of the Companies Act, 2013

Book Built Offer

DE NEERS TOOLS LIMITED

CIN: U29309DL2021PLC384229

Registered Office

Corporate

Contact Person

Email and Telephone

Website

Office

P.No. 468,

Ground Floor,

N.A.

Mr. Kanav Gupta, Chief

Email:compliance@deneerstools.

www.deneerstools.com

Industrial Area, Patparganj,

Financial Officer

com

Delhi - 110 092, India.

Tel.: [phone]

PROMOTERS OF THE COMPANY

Mr. Neeraj Kumar Aggarwal, Mrs. Shilpy Aggarwal and Mr. Kanav Gupta

DETAILS OF ISSUE TO PUBLIC

OFS Size

Total Issue Size (Rs. In

Type

Fresh Issue Size

(Rs. In

Eligibility

Lakhs)

Lakhs)

The Offer is being made pursuant to Regulation

Fresh

22,76,400 equity shares

N.A.

Rs. 2,299.16 Lakhs

229(1) of SEBI ICDR Regulations, As the

Issue

Company's post issue paid-up equity capital would

be less than Rs. 10.00 (Ten) Cr.

DETAILS

OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT

APPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 per Equity Share. The Floor Price, the Cap Price and the Offer Price (as determined by our Company in consultation with the BRLM), on the basis of the assessment of market demand for the Equity Shares by way of the book building process, as stated in "Basis for Issue Price" beginning on page 69, should not be considered 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 and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page 23 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

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 Issue, which is material in the context of the Issue, that 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 makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of our company offered through this Prospectus are proposed to be listed on the SME Platform of National Stock Exchange of India Limited (NSE EMERGE) in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received in-principal approval letter dated February 15, 2023 from National Stock Exchange of India Limited for using its name in this Offer document for listing our shares on the NSE EMERGE (SME Platform of National Stock Exchange of India Limited). For the purpose of this Issue, the Designated Exchange will be the National Stock Exchange of India Limited ("NSE")

BOOK RUNNING LEAD MANAGERS	REGISTRAR TO THE ISSUE
Khambatta Securities Limited	Share India Capital Services Private	Bigshare Services Private Limited
1 Ground Floor, 7/10, Botawala Building, 9	Limited	S6-2, 6th Pinnacle business Park, Mahakali Caves
Bank Street, Horniman Circle, Fort, Mumbai,	A-15,Sector-64, Noida - 201301, UP,	Road, Next to Ahura Centre, Andheri East,
Maharashtra - 400 001, India	India	Maharashtra - 400093, Maharashtra, India
Tel: [phone]	Tel.: [phone]
Tel No.: [phone]
Email: [e-mail]	Fax: [phone]
Email: [e-mail]
Investor Grievance Email:	E-Mail: [e-mail]
[e-mail]	Contact Person: Mr. Anand Srivastava	Investor	Grievance	Email:	investor
Website: www.khambattasecurities.com	Website: www.shareindia.com	@bigshareonline.com
Contact Person: Mr. Vipin Aggarwal;	SEBI Registration No.: INM000012537	Website: www.bigshareonline.com
Mr. Vinay Pareek		Contact Person: Mr. Swapnil Kate
SEBI Registration No.: INM000011914		SEBI Registration. No.: INR000001385

Note: Khambatta Securities Limited is responsible for the due diligence, pre-issue and post issue-closure formalities. Share India Capital Services Limited (introduced after DRHP was filed) is responsible only for the portion of the underwriting (as per the Underwriting Agreement) and the marketing of this IPO.

BID/ OFFER OPENS ON	BID/ OFFER CLOSES ON	ANCHOR INVESTOR BID PERIOD
Friday, April 28, 2023	Wednesday, May 03, 2023	NA

PROSPECTUS

Dated: May 05, 2023

Please read section 26 of the Companies Act, 2013

Book Built Offer

DE NEERS TOOLS LIMITED

Our Company was formed on July 26, 2021 as a public limited company under the Companies Act, 2013 pursuant to a Certificate of Incorporation issued by the Registrar of Companies, Delhi NCR. Prior to being converted into a company, our company was a limited liability partnership in the name of De Neers Tools LLP which was formed on March 20, 2018. On June 17, 2021, De Neers Tools LLP took over the business of M/s Deewan Chand Madanlal & Sons on going concern basis and later on July 26, 2021 De Neers Tools LLP was converted into De Neers Tools Limited. The Corporate Identity Number of our Company is U29309DL2021PLC384229. For further details on incorporation and registered office of our Company, see "Our History and Certain Other Corporate Matters" beginning on page 109.

Registered Office: P. No. 468, Ground Floor, Industrial Area, Patparganj, Delhi - 110 092, India. Tel.: [phone]; Email: [e-mail]; Website: www.deneerstools.com Contact Person: Mr. Kanav Gupta, Chief Financial Officer

PROMOTERS OF OUR COMPANY: MR. NEERAJ KUMAR AGGARWAL, MRS. SHILPY AGGARWAL, MR. KANAV GUPTA

DETAILS OF THE ISSUE

INITIAL PUBLIC ISSUE OF 22,76,400 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH ("EQUITY SHARES") OF DE NEERS TOOLS LIMITED (THE

"COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹ 101 PER EQUITY (THE "ISSUE PRICE") AGGREGATING TO ₹ 2,299.16 LAKH ("THE ISSUE") COMPRISING OF A FRESH ISSUE OF 22,76,400 EQUITY SHARES AGGREGATING TO ₹ 2,299.16 LAKH (THE "FRESH ISSUE") OF WHICH 1,15,200 EQUITY SHARES AGGREGATING TO ₹ 116.35 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF 21,61,200 EQUITY SHARES AGGREGATING TO ₹ 2,181.82 LAKH (THE "NET ISSUE"). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.45% AND 25.11% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

PRICE BAND: ₹95.00 to ₹101.00 PER EQUITY SHARE OF FACE VALUE OF ₹10/- EACH AND THE ISSUE PRICE IS 9.5 TO 10.1 TIMES OF THE FACE VALUE AT THE LOWER PRICE BAND AND THE UPPER PRICE BAND RESPECTIVELY. BID CAN BE MADE FOR MINIMUM OF 1,200 EQUITY SHARES AND THE MULTIPLES OF 1,200 EQUITY SHARES THEREAFTER.

IN CASE OF ANY REVISION IN THE PRICE BAND, THE BID/ISSUE PERIOD WILL BE EXTENDED BY AT LEAST THREE ADDITIONAL WORKING DAYS AFTER SUCH REVISION IN THE PRICE BAND, SUBJECT TO THE BID/ISSUE PERIOD NOT EXCEEDING 10 WORKING DAYS. IN CASES OF FORCE MAJEURE, BANKING STRIKE OR SIMILAR CIRCUMSTANCES, OUR COMPANY MAY, FOR REASONS TO BE RECORDED IN WRITING, EXTEND THE BID/ISSUE PERIOD FOR A MINIMUM OF THREE WORKING DAYS, SUBJECT TO THE BID/ISSUE PERIOD NOT EXCEEDING 10 WORKING DAYS. ANY REVISION IN THE PRICE BAND AND THE REVISED BID/ISSUE PERIOD, IF APPLICABLE, SHALL BE WIDELY DISSEMINATED BY NOTIFICATION TO THE STOCK EXCHANGE, BY ISSUING A PUBLIC NOTICE, AND ALSO BY INDICATING THE CHANGE ON THE RESPECTIVE WEBSITES OF THE BOOK RUNNING LEAD MANAGER AND AT THE TERMINALS OF THE SYNDICATE MEMBERS AND BY INTIMATION TO DESIGNATED INTERMEDIARIES AND THE SPONSOR BANK, AS APPLICABLE.

The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 253 of the SEBI ICDR Regulations, as amended, wherein not more than 50 % of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs", the "QIB Portion"), provided that our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under- subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" beginning on page 171 of this Prospectus.

RISK IN RELATION TO THE FIRST ISSUE

This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 per Equity Share. The Floor Price, the Cap Price and the Offer Price (as determined by our Company in consultation with the BRLM), on the basis of the assessment of market demand for the Equity Shares by way of the book building process, as stated in "Basis for Issue Price" beginning on page 69, should not be considered 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 and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" on page 23 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

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 Issue, which is material in the context of the Issue, that 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 makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares offered through this Prospectus are proposed to be listed on the NSE Emerge Platform. Our Company has received an in-principle approval letter dated February 15, 2023 from NSE for using its name in this issue document for listing of our Equity Shares on the SME Platform of NSE (NSE Emerge). For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited ("NSE").

	BOOK RUNNING LEAD MANAGERS TO THE ISSUE			REGISTRAR TO THE ISSUE
	Khambatta Securities Limited	Share India Capital Services Private Limited		Bigshare Services Private Limited
	1 Ground Floor, 7/10, Botawala Building, 9 Bank	A-15,Sector-64, Noida - 201301, UP, India.		S6-2, 6th Pinnacle business Park, Mahakali Caves
	Street, Horniman Circle, Fort, Mumbai, Maharashtra	Tel No.: [phone]		Road, Next to Ahura Centre, Andheri East,
	- 400 001, India	Email:[e-mail]		Maharashtra - 400093, Maharashtra, India.
	Tel: [phone]		Tel.: [phone]
	Contact Person: Mr. Anand Srivastava
	Email:[e-mail]		Fax: [phone]
	Website:www.shareindia.com
	Investor Grievance Email:		E-Mail:[e-mail]
	[e-mail]	SEBI Registration No.: INM000012537		Investor	Grievance	Email:	investor
	Website: www.khambattasecurities.com			@bigshareonline.com
Contact Person: Mr. Vipin Aggarwal;			Website:www.bigshareonline.com
	Mr. Vinay Pareek			Contact Person: Mr. Swapnil Kate
	SEBI Registration No.: INM000011914			SEBI Registration. No.: INR000001385

Note: Khambatta Securities Limited is responsible for the due diligence, pre-issue and post issue-closure formalities. Share India Capital Services Limited (introduced after DRHP was filed) is responsible only for the portion of the underwriting (as per the Underwriting Agreement) and the marketing of this IPO.

ISSUE PROGRAMME

BID/ISSUE OPENS ON: APRIL 28, 2023

BID/ ISSUE CLOSES ON: MAY 03, 2023

ANCHOR INVESTOR PORTION: NA

CONTENTS

SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA	14
FORWARD - LOOKING STATEMENTS	16
SECTION II - SUMMARY OF OFFER DOCUMENT	17
SECTION III - RISK FACTORS	23
SECTION IV - INTRODUCTION	33
THE ISSUE	33
SUMMARY OF FINANCIAL STATEMENTS	35
GENERAL INFORMATION	39
CAPITAL STRUCTURE	49
SECTION V - PARTICULARS OF THE ISSUE	63
OBJECTS OF THE ISSUE	63
BASIS FOR ISSUE PRICE	69
STATEMENT OF TAX BENEFITS	72
SECTION VI - ABOUT THE COMPANY	75
OUR INDUSTRY	75
OUR BUSINESS	92
KEY INDUSTRY REGULATION AND POLICIES	102
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS	109
OUR MANAGEMENT	113
OUR PROMOTERS AND PROMOTER GROUP	126
OUR GROUP ENTITIES	131
DIVIDEND POLICY	133
SECTION VII - FINANCIAL INFORMATION	134
RESTATED FINANCIAL STATEMENTS	134
FINANCIAL INDEBTEDNESS	135
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND	137
RESULTS OF OPERATIONS
SECTION VIII - LEGAL AND OTHER INFORMATION	144
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS	144
GOVERNMENT AND OTHER STATUTORY APPROVALS	146
OTHER REGULATORY AND STATUTORY DISCLOSURES	150
SECTION IX - ISSUE INFORMATION	160
TERMS OF THE ISSUE	160
ISSUE STRUCTURE	168
ISSUE PROCEDURE	171
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	202
SECTION X - MAIN PROVISION OF ARTICLES OF ASSOCIATION	204
SECTION XI - OTHER INFORMATION	222
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	222
DECLARATION	223

0

SECTION - I GENERAL

DEFINITIONS AND ABBREVIATIONS

In this Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith.

Company Related Terms

Term		Description
AoA / Articles / Articles of	The articles of association of our Company, as amended from time to
Association	time
Audit Committee	The audit committee of our Company, constituted on June 06, 2022 in
	accordance with Section 177 of the Companies Act, 2013, as described
	in "Our Management" beginning on page 113.
Auditors / Statutory	The statutory auditors of our Company, currently being M/s Gautam
Auditors / Peer Reviewed	Sehgal & Co., Chartered Accountants, having their office at 399, 1st
Auditors	Floor, Chandni Chowk, (Outside Katra Naya), Delhi - 110006, India.
Bankers to our Company	HDFC Bank Limited
Board of Directors / Board / Directors	The Board of Directors of De Neers Tool Limited, including all duly
(s)	constituted Committees thereof as the context may refer to.
Managing Director	The Managing Director	of our Company is Mr. Neeraj Kumar
Aggarwal.
Chief Financial Officer /CFO	The Chief Financial Officer of our Company is Mr. Kanav Gupta
Company Secretary and Compliance	The Company Secretary and Compliance officer of our Company is
Officer	Ms. Nisha Shaw.
Corporate Identification Number /	U29309DL2021PLC384229
CIN
Equity Shares	Equity Shares of our Company of Face Value of Rs.10/- each fully
paid-up
Equity Shareholders / Shareholders	Persons / entities holding Equity Share of our Company
Executive Directors	Executive Directors are the Managing Director	& Whole	Time
Directors of our Company
	In terms of SEBI ICDR Regulations, the term "Group Companies"
	includes companies (other than our Promoter and Subsidiaries) with
	which there were related party transactions as disclosed in the Restated
Group Companies	Financial Statements as covered under the applicable accounting
	standards, any other companies as considered material by our Board,
	in accordance with the Materiality Policy and as disclosed in chapter
	titled "Our Group Entities" beginning on page 131.
	Independent directors on the Board, and eligible to be appointed as an
Independent Director(s)	independent director under the provisions of Companies Act and SEBI
LODR Regulations. For details of the Independent Directors, please
	refer to chapter titled "Our Management" beginning on page 113.
ISIN (Equity)	International Securities	Identification	Number. In	this	case	being
INE0JWV01011.
ISIN (Preference Shares)	International Securities	Identification	Number. In	this	case	being
INE0JWV04023.

Key managerial personnel of our Company in terms of Section 2(51) of the Companies Act, 2013, together with the Key Managerial Key Management Personnel / KMP Personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR Regulations and as disclosed in the chapter titled "Our

Management" beginning on page 113.

The policy adopted by our Board on June 06, 2022 for identification of

Materiality PolicyGroup Companies, material outstanding litigation and outstanding dues to material creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations.

1

	Term		Description
MOA / Memorandum / Memorandum	The Memorandum of Association of our Company, as amended from
of Association			time to time.
			The Nomination and Remuneration Committee of our Company,
Nomination	and	Remuneration	constituted on June 06, 2022 in accordance with Section 178 of the
Committee			Companies Act, 2013, the details of which are provided in "Our
			Management" beginning on page 113.
Non-Executive Director	A Director not being an Executive Director or	is an Independent
Director.
Preference Shares		Non- Convertible Redeemable	Cumulative	Preference Shares
	(NCRCPS) of Rs. 100/- fully paid up.
Promoter(s)			Neeraj Kumar Aggarwal, Kanav Gupta and Shilpy Aggarwal
			Such persons, entities and companies constituting our promoter group
Promoter Group		pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations as
	disclosed in the Chapter titled "Our	Promoter and Promoter Group"
			beginning on page 126.
Registered Office		The Registered Office of our Company situated at Plot No. 468,
	Ground Floor, Industrial Area Patparganj, Delhi- 110092, India
Registrar of Companies /	Registrar of Companies, Delhi situated 4th Floor, IFCI Tower, 61,
RoC			Nehru Place, New Delhi - 110019, India
			Restated Financial Statements of our Company for the financial years
			ended on 2022, 2021 and 2020 (prepared in accordance with the Indian
Restated Financial		GAAP read with Section 133 of the Companies Act, 2013 and restated
	in accordance with the SEBI ICDR Regulations) which comprises the
Statements
		restated summary statement of assets & liabilities, the restated
			summary statement of profit and loss and restated summary statement
			of cash flows along with all the schedules and notes thereto
			The Stakeholders' Relationship Committee of our Company,
Stakeholders' Relationship	constituted on June 06, 2022 in accordance with Section 178 of the
Committee			Companies Act, 2013, the details of which are provided in "Our
			Management" beginning on page 113.

2