Apex Frozen Foods IPO Basis of Allotment

APEX FROZEN FOODS LIMITED

Our Company was originally formed as partnership firm constituted under the Partnership Act, 1932 ('Partnership Act') in the name of Apex Exports, pursuant to a deed of partnership dated 24, 1995 Apex Exports was- thereafter converted from a partnership firm to a private limited company under Part IX of the Companies Act, 1956, will the name 'Apex frozen Foods Private Limited' and received a certificate of Incorporation from Registrar of Companies, Andhra Pradesh on March 30, 2012. Subsequently, our Company was converted into a public limited company with the name 'Apex Frozen Foods Limited' and a fresh certificate of incorporation was granted by the Registrar off Companies, Hyderabad on November 29, 2016. There has been no change in Registered Office of our Company since incorporation.

Registered Office and Corporate Office: 3-160, Panasapadu, Kakinada, East Godavari -533 005, Andhra Pradesh, India. | Tel: +91 884 2383902 /03 / 04 | Fax: +91 884 2383 905 / 906 E-mail: cs@apexfrozenfoods.com  | Website: www.apexfrozenfoods.com | Contact Person: S. Sarojini, Company Secretary and Compliance Officer |
Corporate Identity Number: U15490AP2012PLC080067

BASIS OF ALLOTMENT

The Equity Shares are proposed to be listed on the BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') and the trading will commence on September 04, 2017, Subject to receipt or listing and trading approvals from the Designated Stock Exchanges.

PUBLIC ISSUE OF 8,700,000 EQUITY SHARES OF FACE VALUE OF RS 10 EACH (THE 'EQUITY SHARES') OF APEX FROZEN FOOOS LIMITED (OUR 'COMPANY' OR 'ISSUER') FOR CASH AT A PRICE OF RS 175 PER EQUITY SHARE AGGREGATING TO RS 1,522.50 MILLION (THE 'ISSUE') COMPRISING OF A FRESH ISSUE OF RS 7,250,000 EQUITY SHARES BY OUR COMPANY AGGREGATING TO RS 1,268.75 MILLION (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 7,25,000 EQUITY SHARES BY KARUTURI SATYANARAYANA MURTHY REFERREDTO AS THE PROMOTER SELLING SHAREHOLDERS') AND, 725,000 EQUITY SHARES BY KARUTURI PADMAVATHI (REFERFED TO AS ('THE PROMOTER GROUP SELLING SHAREHOLDER') (TOGETHER REFERRED TO AS THE SELLING SHAREHOLDERS') AGGREGATING TO RS 253.75 MILLION ('OFFER FOR SALE'). THE ISSUE INCLUDES A RESERVATION OF 400,000 EQUITY SHARES, AGGREGATING TO RS 70 MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) NOT EXCEEDING 5% OF OUR POST-ISSUE PAID UP EQUITY SHARE CAPITAL (THE 'EMPLOYEE RESERVATION PORTION'). THE ISSUE LESS THE EMPLOYEE RESERVATION IS HEREIN AFTER REFERHED TO AS THE 'NET ISSUE'. THE ISSUE WOULD CONSTITUTE 27.84%, OF OUR POST ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUTE 26.56%, OF OUR POST-ISSUE PAID-UP SHARE CAPITAL.

Risks to Investors:

i. The Merchant Banker associated with the issue has handled 3 public issues in the past three years, out of which 2 issues closed below the issue price on listing date.

ii. The average cost of acquisition per Equity Share for our Promoters viz., Karuturi Satyanarayana Murthy is Rs 5.83.Karuturi Subrahmanya chowdary is Rs 8.26 and for the selling shareholder Karuturi Padmavati is Rs 3.01 and the Issue price at upper end of the price band is significantly higher at Rs 175.

In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR'), this is an Issue for atleast 25% of the post-issue paid-up equity share capital of our Company. The Issue is being made in trough the Book Building Process in accordance with Regulation 26 (1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009. as amended (the 'SEBI ICDR Regulations'), where In 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ('QIBs') ('QIB Portion'), provided that our Company and the Selling Shareholders shall, in consultation with the BRLM, allocate upto 60% of the QIB Portion to Anchor Investors on a discretionary basis ('Anchor Investor Portion'), at the Anchor Investor Allocation price, out 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 accordance with the SEBl ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received al or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% ol the Net issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBl ICDR Regulations, subject to valid Bids being received at or above the issue Price. Under-subscriptjon, it any. in any category, except the QIB Portion, would be met with spill-over from any other category or categories, as applicable, on a proportionate basis, subject to applicable law. All potential investors, other than Anchor Investors, are required to mandatorily use the Application Supported by Blocked. Amount ('ASBA') process providing details of their respective bank accounts which will be blocked by the Sell Certified Syndicate Banks- ('SCSBs'). Specific attention of investors is invited to the chapter titled 'issue Procedure' on page 289 of the Red Herring Prospectus.

The details of the applications received from the issue from various categories are as under (before any technical rejections.)

A Summary of final demand as per the BSE and the NSE as on the BID/ Issue closing Date at different Bid prices is as under:

The Basis of Allotment was finalised in consultation with the Designated Stock Exchange, being BSE on August 31,2017.

A) ALLOCATION TO RETAIL INDIVIDUAL INVESTORS (AFTER TECHNICAL REJECTIONS & WITHDRAWALS): The Basis of Allotments the Retail Individual Investors, which have Bid at Cut-off Price or at or above the issue Price of Rs 175 per Equity Share. The total number of shares, allocated in this category is 2984240 (including 79,240 shares spilled over from Eligible Employee Category) Equity Shares. The category was subscribed by 8.086 times. The category-wise details of the Basis of Allotment are as under:

B) ALLOCATION TO NON-INSTITUTIONAL INVESTORS (AFTER TECHNICAL REJECTIONS & WITHDRAWALS): The Basis of Allotment to the Non - Institutional Investors, which have Bid at Cut-off Price or at or above the Issue Price of Rs 175 per Equity Share. The total number ol shares allocated in this category is 1273960 (including 33,960 shares spiled over from Eligible Employee Category) Equity Shares. The category was subscribed by 7.066 times. The category-wise details of the Basis of Allotment are as under:

C) ALLOCATION TO QIBS EXCLUDING ANCHOR INVESTORS: The Basis of Allotment to QlBs who have Bid at or above the Issue Price of Rs 175 per Equity Share has been done on a proportionate basis in consultation with the BSE. The category was subscribed by 1.776 times. As per the Sebi ICDR Regulations. Mutual Funds were Allocated 5% of the Equity Shares of Net QIB portion available i.e.88660 Equity Shares and other QlBs, including Mutual Funds, were Allocated the remaining available 1684540 Equity Shared on proportionate basis. 1773200 No of Equity Shares were allotted in the QIB category, which were allotted to 7 successful Bidders/ Applicants. The category-wise details of the Basis of Allotment are as under:

D) Allotment to Anchor Investors: The Company and the selling Shareholders in consultation with the BRLMs have Allocated 2490000 Equity Shared to 3 Anchor Investors through 4 Applications. This represents 60% of the QIB category

E) ALLOCATION TO ELIGIBLE EMPLOYEES (AFTER TECHNICAL REJECTIONS & WITHDRAWALS!: The Basis of Allotment to the Eligible employees, which have Bid at offer price of Price of Rs 175 per Equity Share, was finalised in consultation with the BSE. This Employee Reservation Portion has been subscribed to the extent of 0.43 times. The total number of Equity Shares Allotted in this category is 173600 Equity Shares to 62 successful Eligible Employees.

The category-wise details of the Basis of Allotment are as under:

The Board of Directors of the Company at its meeting held on August 31, 2017 has taken on record the Basis of Allotment of Equity Shares, as approved by the Designated Stock Exchange viz, BSE and has authorized the corporate action for the allotment of the Equity Shares to various successful applicants.

The CAN and allotment advice and / or notices have been dispatched to the address of the investors as registered with the depositories. Further, the instructions to Self Certified Syndicate Banks have been processed on or before September 01, 2017 for unblocking of funds. The Equity Shares allotted to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. In case the same is not received within ten days, inveslors may contact the Registrar to the Issue at the address given below.

The Company is taking steps to get the Equity Shares admitted for trading un the BSE arid the NSE, within 6 working days from the Closure of the Bid / Issue.

Note: All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Prospectus,

INVESTORS PLEASE NOTE

The details of the allotment made has been hosted on the website of the Registrar to the Issue, Bigshare Services Private Limited at Website: www.bigshareonline.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/Sole Applicant, Serial number of the Application Form, Number of Shares Applied for and Bank Branch where the Application had been lodged and payment details at the address given below

REGISTRAR TO THE ISSUE

Bigshare Services Private Limited
1 st Floor, Bharat Tin Works Building. Opp Vasant Oasis, Makwana Road,
Marol. Andheri East. Mumbai- 400059
Tel: +91 22-6263 8200 | Fax: +91 22-6263 8299 | Email: ipo@bigshareonline.com
Investor Grievance Email: investor@bigshareonline.com | Website: www.bigshareonline.com
Contact Person: Babu Raphael | SEBl Registration No: INR000001385

APEX FROZEN FOODS LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public issue of its equity shares ('Equity Shares') and has filed the Prospectus with the Registrar of Companies, Andhra Pradesh and Telangana at Hyderabad. The Prospectus is available on the website of the SEBl at www.sebi.gov.in , the websites of the Book Running Lead Manager at www.karvyinvestmentbanking.com and the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com. Any potential investor should note that investment in equity Shares involves a high degree of risk, (or details potential investors should see 'Risk. Factors' beginning on page 18 of the Prospectus.
The Equity Shares have not been and will not be registered under the United State Securities Act of 1933, as amended (the 'U.S. Securities Act') or any state securities laws in the United States, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S, state securities laws. The Equity Shares are being offered and sold only outside the United Slates in offshore transactions in reliance on Regulation S of the U.S. Securities Act and the applicable laws of each jurisdiction where such offers and sales are made.