Rayzon Solar Limited

Key points (46)

• The Issue comprises a Fresh Issue of up to ₹750.00 Crore in equity shares of face value of ₹ 2 each. p.1p.5
• The Net Issue consists of various portions including QIB, Non-Institutional, and Retail portions, with specific reservation rules for different investor types. p.3
• The Issue has been authorized by a Board resolution dated June 3, 2025 and August 31, 2026, and by a special resolution of Shareholders dated June 5, 2025. p.4
• 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. p.4
• The Net Proceeds are expected to be deployed towards funding the investment in the wholly owned subsidiary, Rayzon Energy Private Limited (“REPL”), for part financing the cost of establishing a manufacturing facility for solar cells. p.5
• The utilization of Net Proceeds includes funding for the investment in REPL for part financing the cost of establishing a manufacturing facility with 3.5 GW installed capacity to produce solar cells using TOPCon technology. p.5
• The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds, in accordance with the SEBI ICDR Regulations. p.5
• An amount of ₹385.83 Crore has already been deployed by REPL towards the object as of August 25, 2026, as certified by Joint Statutory Auditors. p.6p.7
• The total cost of the Project is estimated at ₹1,947.31 Crore. p.6p.9
• The funding for the Project includes a term loan of ₹1,350.00 Crore from Union Bank of India Limited, with a portion to be drawn down up to ₹1,100.00 Crore. p.6p.7
• A portion of the Net Proceeds, amounting to ₹570.00 Crore, is proposed to be deployed for the Project. p.7
• The Gujarat Electronics Policy 2022–2028 offers various incentives, including capital expenditure assistance, interest subsidies, and exemptions on electricity duty. p.10
• REPL has applied for and received in principle approval for a capital subsidy from the Gujarat State Electronics Mission, Science and Technology Department. p.10
• The amount of subsidy received shall be transferred to a bank account. p.11
• The Board shall issue a statement to the public through corporate announcement on the website of the Stock Exchanges and on the company's website stating the amount of subsidy received and its utilization purpose. p.11
• The utilization of the subsidy amount received shall be monitored by the Audit Committee on a quarterly basis. p.11
• The Company shall furnish a utilization statement to the Stock Exchanges, including a statement of deviations, if any, in the utilization of the subsidy amount. p.11
• REPL has purchased lands admeasuring 2,26,196 square metres in Gujarat for the Project Site. p.11
• REPL has paid 100% of the total land cost amounting to ₹58.66 Crore from the internal accruals of the Company. p.11
• The land acquired is sufficient for setting up the Project Site, as confirmed by VTCPL and Mokani Kruti N. p.11
• REPL has entered into definitive agreements with certain vendors for plant and machinery but has not placed orders for remaining components, which will be financed from Net Proceeds. p.13
• There is no assurance that REPL would be able to procure equipment at the estimated costs for the remaining components. p.13
• The estimated cost includes taxes as applicable. p.16
• Exchange rates applied for imported equipment are 1 USD = Rs. 95.92 based on the average USD/INR exchange rate in July 2026. p.16
• Total Cost also includes cost of packing, forwarding, freight and installation amounting to ₹79.14 Crore (including applicable taxes on packing, forwarding, freight and installation). p.16
• The company has not considered customs duty for the import of equipment as they propose to avail benefits under MOOWR / EPCG scheme. p.16
• Preliminary and pre-operative expenses of the Project have been estimated at ₹28.11 Crore. p.16
• A contingency of ₹86.95 Crore, representing 5% of the project hard cost (excluding land cost), is kept on the estimated cost of factory building, plant and machinery, and moveable fixed assets. p.17
• Land acquisition has been completed, and building and civil works are in progress as of the date of the addendum. p.17
• The expected date for commercial operation is January 2027, with an estimated one-month delay due to civil work construction delays. p.17
• A detailed list of statutory approvals required for the Project Site is provided. p.18
• Issue expenses include various fees and charges associated with listing equity shares on the Stock Exchanges. p.18
• The Net Proceeds will first be utilized for the Objects as set out above, with any balance subject to utilization towards general corporate purposes not exceeding 25% of the Gross Proceeds. p.20
• The Issue expenses will be incorporated in the Prospectus on finalization of the Issue Price. p.21
• Selling commission payable to the SCSBs on the portion for RIBs, Eligible Employees, and Non-Institutional Bidders would be as follows, with specific percentages applied to the Amount Allotted. p.21
• Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the bid book of BSE or NSE. p.21
• Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on applications made by RIBs using 3-in-1 accounts and Non-Institutional Bidders would be specified. p.21
• The company has appointed a SEBI registered credit rating agency as a monitoring agency to monitor the utilization of Gross Proceeds. p.21
• The company shall disclose the utilization of the Gross Proceeds, including interim and unutilized amounts, in the balance sheet as required by law. p.21
• Selling commission/uploading charges payable to the Registered Brokers on the portion for UPI Bidders, Eligible Employees and Non-Institutional Bidders would be specified based on valid applications. p.22
• Processing fees for applications made by UPI Bidders would be specified, with Sponsor Banks responsible for payments to third parties. p.22
• Applications made using the ASBA facility in initial public offerings shall only be processed after application monies are blocked in the bank accounts of investors. p.22
• The company shall quarterly disclose the uses and application of the Gross Proceeds to the Audit Committee and provide item-by-item description for all expense heads. p.23
• The company shall furnish quarterly statements to the Stock Exchanges regarding the utilization of the Gross Proceeds. p.23
• The company shall not vary the Objects without authorization from the Shareholders by way of a special resolution. p.23
• No part of the proceeds of the Issue will be paid by the company to its Promoters, members of the Promoter Group, Directors, Key Managerial Personnel, or Senior Management. p.23