Divgi Torqtransfer Systems
Listing performance
Scheduled dates
Tentative timetable — a past date is not confirmation the step completed
Issue details
- IPO date
- 01 Mar 2023 – 03 Mar 2023
- Listing date
- 14 Mar 2023
- Face value
- ₹5 per share
- Issue price
- ₹590 per share
- Lot size
- 25 shares
- Issue type
- Book Building issue
- Total issue size
- ₹412 Cr
- Market cap at offer price
- ₹1,804 Cr
- Promoter holding
- 67.18% → 60.48% pre-issue → post-issue
- ISIN
- INE753U01022
- Registrar
- MUFG Intime India Pvt.Ltd.
- Lead managers
- Inga Ventures Pvt.Ltd.
- Registered office
- Plot No.75, General Block, MIDC, Bhosari, Maharashtra
Reservation and application size
How the issue is split between investor categories, and what each may bid
| Investor category | Shares | % of net | % of total |
|---|---|---|---|
| Anchor investor · within QIB | 31,43,290 | — | — |
| Market maker | 0 | — | — |
Application size
Minimum 25 shares per lot, in multiples, at ₹590
| Application | Lots | Shares | Amount |
|---|---|---|---|
| Retail (min) | 1 | 25 | ₹14,750 |
| Retail (max) | 13 | 325 | ₹1,91,750 |
| S-HNI (min) | 14 | 350 | ₹2,06,500 |
| S-HNI (max) | 67 | 1,675 | ₹9,88,250 |
| B-HNI (min) | 68 | 1,700 | ₹10,03,000 |
Category limits
| Category | Bid size | Cut-off |
|---|---|---|
| Retail (RII) | Up to ₹2 lakh | Yes |
| Small HNI (sNII) | ₹2 lakh – ₹10 lakh | No |
| Big HNI (bNII) | Above ₹10 lakh | No |
| Employee | Up to ₹5 lakh | Yes |
Bidding at cut-off means accepting the final issue price without naming one. Only retail and employee applicants may do so.
Anchor investors
Institutional allocation placed a day before the issue opens, carved out of the QIB portion and locked in after listing.
Valuation and performance
Valuation at offer price
| Metric | Pre-issue | Post-issue |
|---|---|---|
| EPS (₹) | 16.76 | — |
| P/E (×) | 35.20 | — |
| Market cap | — | ₹1,804 Cr |
Key performance indicators
- Return on net worth
- 13.57%
- ROCE
- 29.47%
- Debt / equity
- 0.00
- PAT margin
- 19.08%
- EBITDA margin
- 28.07%
- NAV per share
- ₹123.50
Single period as reported. Year-on-year movement is in the financials table below, where every period is published.
About Divgi Torqtransfer Systems
Divgi TorqTransfer Systems Limited, originally incorporated as Divgi Metalwares Private Limited on December 16, 1964, is one of the leading suppliers of transfer case systems to original equipment manufacturers (OEMs) in India and the largest supplier of transfer case systems to passenger vehicle manufacturers in India. The company operates three manufacturing and assembling facilities located in Sirsi (Karnataka) and near Pune (Shivare and Bhosari in Maharashtra), with an additional under-construction facility at Shirwal, Maharashtra. The company generates revenue through the sale of system-level transfer cases, torque couplers, DCT solutions, and transmission systems for electric vehicles (EVs). It possesses in-house software development capabilities that enable it to provide system-level solutions controlling vehicle dynamics. The company derives a significant portion of its revenue from a limited number of OEM customers, with Customer 1 accounting for 73.92% of revenue in the six months ended September 30, 2022. The company has historically faced financial challenges, having been declared a sick company under the Sick Industrial Companies (Special Provisions) Act, 1985 but was rehabilitated and discharged from this status in 2010.
Company Analysis
from RHPDivgi TorqTransfer Systems Limited is an automotive component manufacturer specializing in transfer case systems, torque couplers, and dual-clutch transmission (DCT) solutions for passenger vehicles, with capabilities in electric vehicle transmission systems.
Divgi TorqTransfer Systems Limited, originally incorporated as Divgi Metalwares Private Limited on December 16, 1964, is one of the leading suppliers of transfer case systems to original equipment manufacturers (OEMs) in India and the largest supplier of transfer case systems to passenger vehicle manufacturers in India. The company operates three manufacturing and assembling facilities located in Sirsi (Karnataka) and near Pune (Shivare and Bhosari in Maharashtra), with an additional under-construction facility at Shirwal, Maharashtra. The company generates revenue through the sale of system-level transfer cases, torque couplers, DCT solutions, and transmission systems for electric vehicles (EVs). It possesses in-house software development capabilities that enable it to provide system-level solutions controlling vehicle dynamics. The company derives a significant portion of its revenue from a limited number of OEM customers, with Customer 1 accounting for 73.92% of revenue in the six months ended September 30, 2022. The company has historically faced financial challenges, having been declared a sick company under the Sick Industrial Companies (Special Provisions) Act, 1985 but was rehabilitated and discharged from this status in 2010.
Objects of the Issue
- Funding capital expenditure requirements for the purchase of equipments/machineries at our manufacturing facilities ₹ 1,507.07 million p.23
- General Corporate Purposes p.23
- Funding capital expenditure requirements for the purchase of equipments/machineries of our manufacturing facilities ₹1,507.07 million p.92
- General corporate purposes p.92
- Funding capital expenditure requirements for the purchase of equipments/machineries of our manufacturing facilities p.92
- General corporate purposes p.94
- Fresh Issue by the Company ₹1,800.00 million p.324
Issue Structure
- Total Issue
- Up to ₹ [●] million
- Fresh Issue
- Up to ₹ 1,800.00 million
- Offer for Sale
- Up to 39,34,243 Equity Shares aggregating up to ₹ [●] million
- Price Band
- ₹ [●] (Floor Price) to ₹ [●] (Cap Price) per Equity Share
- Lot Size
- [●] Equity Shares (Bid Lot), and in multiples of [●] Equity Shares thereafter
- Face Value
- ₹ 5 per Equity Share
Business Model
The company operates as a business-to-business (B2B) automotive component manufacturer, earning revenue primarily through the sale of transfer case systems, torque couplers, DCT solutions, and transmission systems for electric vehicles to original equipment manufacturers (OEMs). The company manufactures these components at its facilities in India and supplies them to both domestic and international customers. Revenue is generated from both domestic sales (91.61% of revenue in the six months ended September 30, 2022) and exports to markets including USA, China, Korea, and Sweden. The company sources raw materials and components from both domestic and international suppliers, with approximately 26.40% of raw materials imported as of September 30, 2022.
Business Segments
SWOT Analysis
- • Leading market position in transfer case systems for passenger vehicles(p.23)
- • Comprehensive system-level capabilities across multiple transmission technologies(p.23)
- • In-house software development capability for system-level solutions(p.23)
- • Diversified manufacturing footprint across India(p.23)
- • One of very few suppliers in India with capability to develop and provide system-level transfer case, torque coupler and DCT solutions(p.92)
- • Largest supplier of transfer case systems to passenger vehicle manufacturers in India(p.92)
- • Capability to develop and provide transmission systems for EVs(p.92)
- • In-house software development capability providing system-level solutions(p.92)
- • Multiple manufacturing facilities across India with one under construction(p.92)
- • Strong historical financial performance with 11.9% operating CAGR(p.149)
- • Superior EBITDA margin of 28.1% versus industry average of 17.2%(p.149)
- • Only manufacturer exporting transfer cases to global OEMs from India with diverse torque transfer solutions(p.155)
- • Unique in-house software development capability for system-level solutions in automotive powertrain(p.155)
- • Only manufacturer of torque couplers in India enabling localization and supply chain security(p.156)
- • Leading market position in transfer case systems for Indian passenger vehicle manufacturers(p.155)
- • Strategically located facilities near key customers reducing supply chain disruptions(p.154)
- • Strong track record with marquee OEMs over two decades(p.156)
- • Consistent financial performance with PAT CAGR of 28.30% between Fiscal 2020-2022(p.157)
- • Will be only DCT systems manufacturer in India with domestic production capability(p.155)
- • Leading market position in transfer case systems for passenger vehicles(p.271)
- • Unique capability as only player manufacturing and exporting transfer cases globally from India(p.271)
- • Rare system-level solution provider capability with diversified product portfolio(p.271)
- • Dual capability as systems provider and component kit supplier(p.271)
- • Strategic partnerships with leading European transmission engineering firms(p.271)
- • Strong financial performance with revenue CAGR of 21.23% (FY2020-FY2022)(p.250)
- • High profitability with EBITDA CAGR of 33.28% (FY2020-FY2022)(p.250)
- • International quality certifications and manufacturing excellence(p.273)
- • Recognition for zero-defect quality and innovation(p.273)
- • Strong R&D capabilities and in-house software development(p.274)
- • Long-term relationships with marquee customers(p.273)
- • Strong profitability and revenue growth track record(p.275)
- • Strong balance sheet with minimal debt(p.275)
- • Experienced leadership with deep automotive industry expertise(p.273)
- • Extreme customer concentration with 73.92% revenue from top customer(p.31)
- • Dependence on few top customers representing 92.66% of revenue(p.31)
- • High receivables relative to revenue and deteriorating collection(p.35)
- • Material dependence on China for raw materials (11 suppliers; 4.40% of purchases)(p.34)
- • High concentration among top 5 raw material suppliers (42.70% of purchases)(p.34)
- • Loss of Russian customer and export market due to geopolitical situation(p.31)
- • High R&D expenditure with uncertain commercial returns(p.37)
- • Prior history as sick company under BIFR(p.42)
- • Missing educational documentation for Director Sanjay Bhalchandra Divgi(p.44)
- • Untraceable corporate records and factual inaccuracies in share allotments and transfers(p.44)
- • Discrepancies in share transmission records and non-compliance with Articles of Association(p.45)
- • Non-compliance with labour law documentation requirements(p.45)
- • Contingent liabilities of ₹35.90 million(p.48)
- • Significant power and fuel costs as percentage of income(p.46)
- • Inventory management risk with significant non-moving inventory provision(p.48)
- • Reliance on technology transfer agreements with foreign partners for business operations(p.47)
- • High capital expenditure requirements over next 3 years despite holding substantial cash reserves(p.92)
- • Orders for capital equipment not yet placed; risk of delays and cost overruns(p.92)
- • Dependence on customer approval and launch timelines creating operational uncertainty(p.92)
- • High customer concentration with top 5 customers accounting for 91-93% of revenue(p.154)
- • Dependency on one primary customer representing 75% of revenue in recent period(p.164)
- • One manufacturing facility is leased rather than owned(p.167)
- • Capacity utilization below 50% at multiple facilities indicating underutilized assets(p.167)
- • EV transmission contract awarded but supply not yet commenced creating execution risk(p.155)
- • New DCT products still in development phase with no commercialization yet(p.155)
- • Concentration risk with top five customers representing 92.66% of revenue(p.272)
- • Significant capital work-in-progress relative to ongoing assets(p.213)
- • Intangible assets under development remain substantial with delayed projects(p.220)
- • Heavy dependence on top five customers for revenue(p.273)
- • Significant raw material cost inflation impacting margins(p.295)
- • Dependence on few raw material suppliers from China(p.274)
- • Exposure to working capital fluctuations and time gaps in price resets(p.274)
- • Pending labor and statutory compliance matters(p.301)
- • Investor control constraints on business decisions and share transfers(p.379)
- • Restrictions on promoter autonomy in new business ventures(p.375)
- • Non-compete obligations limiting promoter flexibility during investor holding period(p.375)
- • Strong projected growth in passenger vehicle production at 8-10% CAGR to Fiscal 2027(p.23)
- • Massive expansion opportunity in EV transmission market with 77-82% CAGR growth(p.23)
- • EV transmission market projected to reach ₹42-44 billion by Fiscal 2027(p.23)
- • Capital deployment to expand manufacturing capabilities(p.23)
- • Funding capital expenditure for manufacturing facility expansion(p.91)
- • Enhancement of visibility and brand image through listing(p.91)
- • Expected growth in 4WD and AWD vehicle segments driving transfer case demand(p.92)
- • Significant expansion of transfer case market projected at 24-27% CAGR from 2022-2027(p.138)
- • High growth opportunity in EV transmission market at 77-82% CAGR through 2027(p.146)
- • Strong growth in DCT market at 27-30% CAGR with increasing customer preference for automatic transmissions(p.145)
- • Torque coupler market growing at 52-55% CAGR with increasing AWD penetration(p.140)
- • Engagement with multiple customers for adoption of new DCT and EV transmission products(p.92)
- • EV transmission market expected to grow at 77-82% CAGR through Fiscal 2027(p.158)
- • EV transmission market projected to reach ₹42-44 billion by Fiscal 2027(p.158)
- • Fast-growing demand for automatic transmissions in UV segment with DCT CAGR of 27-30%(p.158)
- • UV segment share increasing with penetration of DCT expected at higher levels(p.158)
- • Opportunity to increase market share through customer and geographic diversification(p.158)
- • Expansion into defence and non-automotive precision components segments(p.160)
- • New Shirwal manufacturing facility under construction to expand DCT and EV transmission capacity(p.154)
- • EV transmission systems development with awarded contract(p.271)
- • Hybrid vehicle component supply contract with global OEM(p.271)
- • Growing market for AWD and 4WD systems in Indian automotive(p.271)
- • Expansion into DCT and rear wheel drive transmission systems(p.271)
- • Dual Clutch Transmission manufacturing monopoly in India(p.274)
- • Strong projected growth in Indian passenger vehicle market(p.274)
- • Growing demand for green and electrification technologies(p.274)
- • Expansion into new geographies and customer segments(p.274)
- • Continued R&D investment to develop advanced transmission solutions(p.274)
- • Structured exit pathway through IPO within defined timeframe(p.376)
- • Loss of major customer could severely impact business given extreme concentration(p.31)
- • Volatility in raw material and component prices affecting profitability(p.21)
- • Supply chain disruption risk from global suppliers(p.21)
- • Geographic concentration of exports to China and Russia (54.13% of exports in H1 FY23)(p.31)
- • Significant foreign exchange exposure with no hedging policy(p.35)
- • Rapid technological change requiring continuous innovation to maintain competitiveness(p.37)
- • Regulatory and compliance risks across multiple jurisdictions(p.37)
- • COVID-19 pandemic impact on customer demand and supply chain(p.40)
- • Operational risks at concentrated manufacturing facilities(p.38)
- • Lease dependency for one major manufacturing facility(p.43)
- • Regulatory risk: license, permit and approval renewal requirements(p.45)
- • Environmental compliance requirements under multiple Indian pollution control acts(p.45)
- • Risk of regulatory penalties for non-compliance with corporate records requirements(p.45)
- • Litigation involving Director with Serious Fraud Investigation Office(p.45)
- • Intellectual property infringement and technology misappropriation risks(p.47)
- • Lack of patent protection for manufacturing processes(p.47)
- • Insurance gap for cyber security and intellectual property risks(p.47)
- • Macroeconomic risks from inflation, interest rates and exchange rates in India(p.50)
- • Significant uncertainty in vehicle launch timelines due to external factors(p.92)
- • Passenger vehicle production growth slowing to 2-4% CAGR in fiscal 2024 amid global economic slowdown(p.129)
- • Competition from global tier-1 transmission suppliers including BorgWarner, Aisin, Magna, and Valeo(p.145)
- • Uncertain regulatory environment and need for new equipment investment to meet evolving emission and safety norms(p.92)
- • Risk of economic and business conditions, increased competition, and market conditions outside company's control affecting capex deployment(p.92)
- • Global automotive slowdown and COVID-19 pandemic impact on business continuity(p.157)
- • Significant competition from both Indian and international component manufacturers(p.170)
- • Competition from technology-focused new market entrants in electrification segment(p.170)
- • OEM customers capable of manufacturing competing products themselves(p.170)
- • Raw material cost fluctuations and commodity price exposure(p.169)
- • India heavily dependent on DCT imports with risk to domestic manufacturing plans(p.158)
- • Competitors include established suppliers in markets with economic advantages(p.170)
- • Very high customer concentration creating dependence on few OEMs(p.272)
- • EV transition risk with unproven EV transmission systems supply(p.271)
- • Volatility and unpredictability of raw material and commodity prices(p.274)
- • Exposure to freight and shipping cost volatility(p.274)
- • Risk of customer discontinuation of vehicle models(p.273)
- • Exposure to foreign exchange fluctuations(p.274)
- • Risk of technology disruption and product obsolescence(p.274)
- • Customer production delays and new model launch risks(p.273)
- • Inflationary pressures on input and overhead costs(p.295)
Promoters
| Name | Role | Pre-Issue | Post-Issue |
|---|---|---|---|
| Jitendra Bhaskar Divgi | Promoter | 2.65% | — |
| Hirendra Bhaskar Divgi | Promoter | 2.66% | — |
| Divgi Holdings Private Limited | Promoter | 57.32% | — |
| Jitendra Bhaskar Divgi | Promoter | 2.65% | — |
| Hirendra Bhaskar Divgi | Promoter | 2.66% | — |
| Divgi Holdings Private Limited | Promoter/Corporate Promoter | 57.32% | — |
| Jitendra Bhaskar Divgi | Promoter | 730,680 equity shares (includes 402,840 held jointly with Divgi Holdings Private Limited) | — |
| Hirendra Bhaskar Divgi | Promoter | 732,480 equity shares (includes 402,760 held jointly with Divgi Holdings Private Limited) | — |
| Divgi Holdings Private Limited | Promoter/Corporate Promoter | 14,784,680 equity shares | — |
| Divgi Holdings Private Limited | Holding Company | 57.32% | — |
| Jitendra B Divgi | Promoter | 1.20% | — |
| Hirendra B Divgi | Promoter | 1.20% | — |
| NRJN Family Trust | Promoter Group | 8.70% | — |
| Oman India Joint Investment Fund II | Shareholder | 21.71% | — |
| Jitendra Bhaskar Divgi | Promoter | — | — |
| Hirendra Bhaskar Divgi | Promoter | — | — |
| Jitendra Bhaskar Divgi | Promoter | — | — |
| Hirendra Bhaskar Divgi | Promoter | — | — |
| Divgi Holding Private Limited | Promoter | — | — |
| Jitendra Bhaskar Divgi | Promoter | — | — |
| Hirendra Bhaskar Divgi | Promoter | — | — |
| Divgi Holdings Private Limited | Promoter Group | — | — |
| NRJN Family Trust | Promoter Group | — | — |
Leadership
Auto-extracted from the company's RHP using AI, with each fact linked to its source passage (hover any row to see the quote & page). Provided for research only, not investment advice — verify against the official RHP before relying on it.