EPACK Durable IPO Basis of Allotment

EPACK DURABLE LIMITED

Our Company was incorporated on April 20,2019. as EPACK Durable Solutions Private Limited in Greater Noida, Uttar Pradesh, as a private limited company under the Companies Act. 2013, pursuant to a certificate of incorporation dated May 6. 2019. issued by tie Registrar of Companies. Uttar Pradesh at Kanpur ("RoC"), upon the conversion of M/s E-Vision, a partnership firm (constituted in 2005 pursuant to the partnership deed dated July 16, 2005. into a private limited company. Subsequently. pursuant to a resolution passed by our Shareholders in the extraordinary general meeting held on July 30, 2021. the name of our Company was changed from 'EPACK Durables Solution Private Limited" to EFACK Durable Private Limited. as part of tie corporate rebranding of our Company to reflect the principal business being undertaken by our Company, and consequently, a fresh certificate of incorporation dated September 17, 2021. was issued by the RoC to our Company. Thereafter, our Company was converted from a private limited company to a pubic limited company, pursuant to a resolution passed by our Shareholders in the extraordinary general meeting held on June 13, 2023. and the name of our Company was changed to EFACK Durable Limited, and a fresh certificate of incorporation dated June 28. 2023. was issued to our Company by the RoC. For details of charges in the name and tie restored office address of our Company, see "History and Certain Corporate Matters - Brief history of our Company" and" History and Certain Corporate Matters - Change in registered office of our Company on page 212 of the prospectus of our Company dated January 24. 2024 filed with the RoC ('Prospectus').

THE COMMENCEMENT OF TRADING OF THE EQUITY SHARES OF OUR COMPANY ON THE STOCK EXCHANGES SHALL BE WITH EFFECT FROM TUESDAY. JANUARY SO. 2024. THE COMMENCEMENT OF TRADING OF THE EQUITY SHARES OF OUR COMPANY SHALL BE ON T+3 DAY (T BEING THE ISSUE CLOSING DATE) IN TERMS OF THE TIMEUNES PRESCRIBED UNDER THE SEBI CIRCULAR NO. SEBl'HO'CFD/TPDI/CMP/2023/140 DATED AUGUST 09.2023. WHICH REDUCED THE TIMELINE FOR LISTING OF EQUITY SHARES IN PUBLIC ISSUE FROM EXISTING T+6 DAYS TO T+3 DAYS

Our Company has filed the Prospectus with the RoC and the Equity Shares are proposed to be listed on the Main Board of the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and the trading will commence on January 30, 2024.

^As certified by N B T and Co. Chartered Accountants, registered with the ICAI and bearing firm registration number 140489W, by way of their certificate dated January 24, 2024.

INITIAL PUBLIC OFFERING OF 27,828,351* EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH (‘‘EQUITY SHARES ') OF OUR COMPANY FOR CASH AT A PRICE OF * 230 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 220 PER EQUITY SHARE) ("OFFER PRICE ") AGGREGATING TO Rs. -6,400* MILLION ("OFFER") THE OFFER COMPRISES A FRESH ISSUE OF 17,391,304* EQUITY SHARES AGGREGATING TO t 4,000.00 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 10,437,047* EQUITY SHARES ("OFFERED SHARES") AGGREGATING TO t 2,400.53* MILLION. COMPRISING 1,172,976 EQUITY SHARES AGGREGATING TO Rs. 269.78* MILLION BY BAJRANG BOTHRA, 666,798 EQUITY SHARES AGGREGATING TO Rs. 153.36* MILLION BY LAXMI PAT BOTHRA, 748,721 EQUITY SHARES AGGREGATING TO Rs. 172.21* MILLION BY SANJAY SINGHANIA, 748,721 EQUITY SHARES AGGREGATING TO t 172.21* MILLION BY AJAY DD SINGHANIA (COLLECTIVELY. THE "PROMOTER SELLING SHAREHOLDERS"). 286,351 EQUITY SHARES AGGREGATING TO * 65.86* MILLION BY PINKY AJAY SINGHANIA. 286,351 EQUITY SHARES AGGREGATING TO t 65.86* MILUON BYPREfTY SINGHANIA, 442,905 EQUITY SHARES AGGREGATING TO Rs. 101.87* MILLION BY NIKHIL BOTHRA. 442,905 EQUITY SHARES AGGREGATING TO Rs. 101.87* MILLION BY NfTIN BOTHRA. 379,633 EQUITY SHARES AGGREGATING TO * 87.32* MILLION BY RAJJAT KUMAR BOTHRA (COLLECTIVELY. THE "PROMOTER GROUP SELUNG SHAREHOLDERS"). 4,630,284 EQUITY SHARES AGGREGATING TO Rs. 1,064.97* MILLION BY INDIA ADVANTAGE FUND S4 I AND 631.402 EQUITY SHARES AGGREGATING TO Rs. 145.22* MILUON BY DYNAMIC INDIA FUND S4 US I (COLLECTIVELY. THE "INVESTOR SELLING SHAREHOLDERS", AND TOGETHER WITH THE PROMOTER SELUNG SHAREHOLDERS AND THE PROMOTERS GROUP SELLING SHAREHOLDERS, THE "SELLING SHAREHOLDERS", AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS. THE "OFFER FOR SALE"). THE OFFER CONSTITUTED 29.05% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. Negative Cash Flows: We have had negative cash flows in the past and our net cash used in operating activities for Fiscal 2022 is Rs. (289.41) million.

2. Customer Concentration Risk: The total contribution from top five customers in terms of revenue generation for a year / period shown as percent of revenue from operations for the six months period ended September 30, 2023, and Fiscals 2023,2022 and 2021 is 79.62%, 82.66%, 76.82% and 71.22%, respectively.

3. Supplier Concentration Risk: We are dependent on third party suppliers for our raw materials. As on September 30, 2023, our supplier network comprised 342 suppliers. The raw materials used by us include copper tubes, steel, aluminium sheets, plastic granules, compressors, controllers and RAC motors. The percentage of total purchases from top 10 suppliers vis-a-vis total purchases for that year / period for the six months period ended September 30, 2023, and Fiscals 2023,2022 and 2021 is 62.38%, 53.04%, 46.84% and 33.87%, respectively.

4. Our Company will not receive any proceeds from the Offer for Sale.

5. Growth risk: We have experienced significant growth over the past three Fiscals. EBITDA for the six months period ended September 30,2023 and the Financial Years ended March 31,2023,2022 and 2021, is Rs. 369.77 million, Rs.1,025.25 million, ^688.03 million and ^420.33 million, respectively. We cannot assure that our growth strategy will continue to be successful or that we will be able to continue to grow further, or at the same rate.

6. Seasonality of Products: The demand for RACs typically peak during the first half of the calendar year and reduce in the second half of the calendar year. Erratic weather conditions impacting the warm weather during the peak sales season of summer, may adversely affect our sales volumes, and could therefore have a disproportionate impact on our results of operations and financial condition in the relevant year. The percentage of revenue from sale of RACs (including sale of RAC spares and RAC components) to total revenue from operations for the six months period ended September 30,2023, and Fiscals 2023,2022 and 2021 is 78.34%, 83.23%, 81.68% and 86.80%, respectively.

7. Trade Receivables Risk: In the ordinary course of business, we extend credit to our customers. Consequently, we are exposed to the risk of the uncertainty regarding the receipt of the outstanding amounts. As on September 30, 2023, trade receivables is ^1,377.65 million. The trade receivable days for six months period ended September 30, 2023 are 95 days.

8. MOU with East India: We have entered into a Memorandum of Understanding ("MoU") with East India Technologies Private Limited ("East India"), a member of promoter group and our group company. Pursuant to the MoU, only our Company may (and East India may not) engage in the manufacture of specified products such as air conditioning and refrigeration products, air handling products, kitchen appliances and washing and drying equipment, while only East India may (and our Company may not) engage in the manufacture of specified products such as audio equipment, camera equipment, desktop computers, laptops and computer accessories, renewable energy electronics, industrial engineering products, televisions and lighting equipment. In the event of any breach of the MoU by East India pursuant to which East India manufactures products similar to those manufactured by us, it may result in a material adverse effect on our business and results of operations.

9. Import of Raw Material Risk: We currently import certain of our raw materials from China where in the past there have been conditions imposed by the government in relation to the commerce and trade. China accounted for 34.05%, 21.02%, 17.01% and 14.05% of the total cost of raw materials purchased (including purchase of stock-in-trade) by our Company in the six months period ended September 30, 2023 and in Fiscal 2023, 2022 and 2021, respectively.

10. Foreign Exchange Risk: We import components and materials such as copper and aluminium sheets. The percentage of the cost of raw materials imported to total cost of materials purchased (including purchase of stock-in-trade) for six months period ended September 30, 2023 and the Financial Years ended March 31, 2023, 2022 and 2021 is 39.87%, 39.31%, 36.63% and 26.95%. The Profit / (loss) on foreign exchange fluctuation for six months period ended September 30,2023 and the Financial Years ended March 31,2023, 2022 and 2021, is ^11.21 million, Rs. (37.43) million, Rs.19.00 million and Rs.13.92 million, respectively.

11. Competition Risk: Our industry is competitive. While there are significant barriers to entry to the RAC and SDA manufacturing industry, our competitors may win market share from us by providing what may be perceived to be more advanced technologies, better designs and quality or lower cost solutions to our customers. Our competitors' actions, including expanding manufacturing capacity, expansion of their operations to newer geographies or product segments in which we compete, or the entry of new competitors into one or more of our markets could cause us to lower prices in an effort to maintain our sales volume.

12. The Offer Price, market capitalization to revenue from operations multiple, market capitalization to tangible assets multiple and enterprise value to EBITDA multiple, calculated on the basis of Cap price, of our Company may not be indicative of the market price of the Company on listing or thereafter.

Source: The information for the industry peers has been sourced from NSE and the filings of the respective company available on the website of the Ministry of Corporate Affairs.

1. Market capitalization has been computed based on the closing market price of equity shares on NSE on December 8, 2023.

2. Tangible Assets = Total assets less intangible assets, intangible assets under development, right of use assets, goodwill and deferred tax assets (net), as applicable plus lease liabilities (non-current and current).

3. Enterprise Value (EV) = Market capitalisation plus net debt as on March 31, 2023. Net debt is calculated as sum of current and non-current borrowings as reduced by cash and cash equivalents and bank balances other than cash and cash equivalents.

4. EBITDA = Profit before tax, share of profit/(loss) of associate and exceptional items plus finance costs, depreciation and amortisation expense minus other income.

13. The average cost of acquisition of Equity Shares held by the Selling Shareholders ranges from Nil to Rs.101.36 per Equity Share, and the Offer Price at upper end of the Price Band is 7230.

14. Weighted Average Return on Net Worth for Fiscals 2023,2022 & 2021 is 15.43%.

15. The Weighted Average Cost of acquisition of all Equity Shares transacted in last three years and one year preceding the date of the RHP:

Ms certified by N B T and Co, Chartered Accountants, registered with the ICAI and bearing firm registration number 140489W, by way of their certificate dated January 24, 2024.

**Excluding gift transactions. \ @ Including Equity Shares allotted on the conversion of Preference Shares.

16. Weighted average cost of acquisition, floor price and cap price:

Note: As certified by NBT and Co, Chartered Accountants, registered with the ICAI and bearing firm registration number 140489W, by way of their certificate dated January 24, 2024.

There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where the Promoters, members of the Promoter Group, Selling Shareholders, or Shareholder(s) having the right to nominate director(s) on the Board of Directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of the Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

17. The three BRLMs associated with the Offer have handled 89 public issues in the past three Financial Years, out of which 26 issues closed below the Offer price on the listing date.

*Issues handled where there were no common BRLMs.

This Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 ("SCRR") read with Regulation 31 of the SEBIICDR Regulations and in compliance with Regulation 6(1) of the SEBIICDR Regulations wherein not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs", and such portion, the "QIB Portion"). Our Company, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"). One-third of the Anchor Investor Portion was reserved for the domestic Mutual Funds, subject to valid Bids having been received from the domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ("Anchor Investor Allocation Price") in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids having been received at or above the Offer Price, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to QIB Bidders (other than Anchor Investors) including Mutual Funds subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation to Non-lnstitutional Bidders (out of which one-third of the portion available to Non-lnstitutional Bidders was reserved for Bidders with an application size of more than Rs. 0.20 million and up to Rs. 1.00 million and two-thirds was reserved for Bidders with an application size of more than Rs. 1.00 million, and not less than 35% of the Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. All Bidders, other than Anchor Investors, were required to participate in the Offer by mandatory utilising the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account and UPI ID in case of UPI Bidders, as applicable, pursuant to which their corresponding Bid Amounts were blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For further details, see "Offer Procedure" on page 425 of the Prospectus.

The Bidding for Anchor Investors opened and closed on Tuesday, January 18,2024. Our Company received 18 applications from 15 Anchor Investors (including 1 domestic mutual funds through 4 Mutual Fund schemes) for 10,087,220 Equity Shares. The Anchor Investor Offer Price was finalized at Rs.230 per Equity Share. A total of 8,348,504 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 1,920,155,920.

The Offer received 870,108 applications for 33,90,30,120 Equity Shares (prior to rejections) resulting in 12.18 times subscription as disclosed in the Prospectus. The details of the applications received in the Offer from various categories are as under (before rejections):

*This excludes 3,715 applications for 316,550 Equity Shares from Retail Individual which were not in bid book but which were banked.

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the BSE on January 25,2024.

A. Allotment to Retail Individual Investors (after rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Investors, who have bid at the Cut-Off Price or at the Offer Price of Rs.230 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 6.44 times. The total number of Equity Shares Allotted in the Retail Portion is 9,739,923 Equity Shares to 149,844 successful Retail Individual Investors. The category-wise details of the Basis of Allotment are as under:

Note: 1 additional Share shall be allotted to 63 Allottees from amongst 11827 Successful Applicants from the categories 130 - 845 (I.e. excluding successful applicants from Category 65) in the ratio of 63:11827

B. Allotment to Non-Institutional Investors (more than Rs. 200,000 and up to Rs. 1,000,000) (after rejections) (including ASBA Applications)

The Basis of Allotment to the Non-institutional Investors (more than Rs. 200,000 and up to Rs. 1,000,000), who have bid at the Offer Price of Rs.230 per Equity Share or above, was finalized in consultation with the BSE. This category has been subscribed to the extent of 21.86 times. The total number of Equity Shares Allotted in this category is 1,391,418 Equity Shares to 1,529 successful Non-institutional Investors (more than Rs. 200,000 and up to Rs. 1,000,000). The category-wise details of the Basis of Allotment are as under:

Note: 1 additional Share shall be allotted to 28 Allottees from amongst 68 Successful Allotees from the Categories 975 - 4290 (i.e. excluding successful applicants from Category 910) in the ratio of 7:17.

C. Allotment to Non-Institutional Investors (more than Rs. 1,000,000) (after rejections) (including ASBA Applications)

The Basis of Allotment to the Non-institutional Investors (more than Rs. 1,000,000), who have bid at the Offer Price of Rs.230 per Equity Share or above, was finalized in consultation with the BSE. This category has been subscribed to the extent of 32.65 times. The total number of Equity Shares Allotted in this category is 2,782,835 Equity Shares to 3,058 successful Non-lnstitutional Investors (more than Rs. 1,000,000). The category-wise details of the Basis of Allotment are as under: (Sample):

Note: 1 additional Share shall be allotted to 55 Allottees from amongst 3,058 Successful Applicants from all the categories in the ratio of 55: 3058.

D. Allotment to QIBs (after rejections)

Allotment to QIBs, who Bid at the Offer Price of Rs.230 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 25.41 times of the Net QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were allotted 5%% of the Equity Shares of the Net QIB Portion available, i.e., Nil Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e., 5,565,671 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the Net QIB Portion is 5,565,671 Equity Shares, which were allotted to 34 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

E. Allotment to Anchor Investors

Our Company in consultation with the BRLMs, have allocated 8,348,504 Equity Shares to 15 Anchor Investors (through 18 Anchor Investor Application Forms) (including 1 domestic Mutual Funds through 4 schemes) at the Anchor Investor Offer Price of Rs.230 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60 % of the QIB Portion.

The Board of Directors of the Company at its meeting held on January 25, 2024 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice-cum-Unblocking Intimations and/ or notices have been dispatched to the addresses of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfers to the Public Offer Account have been issued on January 25, 2024 and payment to non-Syndicate brokers have been issued on January 29, 2024. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful Allottees have been uploaded on January 29,2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company has filed the listing application with the NSE and BSE on January 29,2024. Our Company has received the listing and trading approval from NSE and BSE and the trading will commence on January 30,2024.

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

INVESTORS PLEASE NOTE

The details of the Allotment made will be hosted on the website of the Registrar to the Offer, KFin Technologies Limited at www.kfintech.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/ sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

KFin Technologies Limited (formerly known as KFin Technologies Private Limited) Selenium, Tower B, Plot No - 31 and 32 Gachibowli, Financial District Nanakramguda, Serilingampally Hyderabad 500 032, Telangana, India

Telephone: + 91 40 6716 2222 / 1800 3094001; Email: epack.ipo@kfintech.com

Investor grievance email: einward.ris@kfintech.com

Website: www.kfintech.com

Contact person: M Murali Krishna

SEBI Registration No: INR000000221

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF EPACK DURABLE LIMITED.

EPACK DURABLE LIMITED has filed a Prospectus dated January 24, 2024 with the RoC. The Prospectus is made available on the website of the Company at www.epackdurable.com, the website of the SEBI at www.sebi.gov.in, the websites of the Stock Exchanges, i.e., the BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and websites of the BRLMs, i.e., Axis Capital Limited, at www.axiscapital.co.in, DAM Capital Advisors Limited, at www.damcapital.in and ICICI Securities Limited at www.icicisecurities.com respectively. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled "Risk Factors" of the Prospectus on page 41.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or any state securities laws in the United States, and unless so registered, and may not be offered or sold within 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 applicable U. S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made. There will be no public offering of Equity Shares in the United States.