Exicom Tele-Systems IPO Basis of Allotment

Our Company was incorporated as 'Himachal Exicom Communications Limited", a public limited company under the CompaniesAct, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh situated at Jalandhar on May 9,1994. Our Company was granted a certificate of commencement of business on May 11,1994, by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh situated at Jalandhar. The name of our Company was changed toI to "Extern Tele-Systems Limited", pursuant to a resolution passed by our Shareholders on August 6,2008, and a fresh certificate of incorporation consequent upon change of name issued by the RoC on August 11,2008. For details of the change in registered office of our Company, see "ire 'History and Certain Corporate Matters - Brief history of our Company on page 252 of the prospectus of the Company dated February 29,2024 ('Prospectus').

Our Company has filed the Prospectus with the RoC and the Equity Shares (as defined below) are proposed to be listed on the Main Board of BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges"), and the trading will commence on Tuesday, March 5,2024.

INITIAL PUBLIC OFFERING OF 30,211,200 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITYSHARES") OF EXICOM TELE-SYSTEMS LIMITED ("COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 142 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 132 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO Rs. 4,289.99 MILLION, COMPRISING A FRESH ISSUE OF 23,169,000 EQUITY SHARES AGGREGATING TO Rs. 3,290.00 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 7,042,200 EQUITY SHARES AGGREGATING TO Rs. 999.99 MILLION ("OFFER FOR SALE") BY NEXTWAVE COMMUNICATIONS PRIVATE LIMITED (THE "PROMOTER SELUNG SHAREHOLDER" AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING SHAREHOLDER, THE "OFFERED SHARES") (THE "OFFER"). THE OFFER CONSTITUTED 25.00% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS Rs.10 EACH. THE OFFER PRICE IS 14.20 TIMES THE FACE VALUE OF THE EQUITY SHARES. OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, HAS UNDERTAKEN A PRIVATE PLACEMENT PURSUANT TO SECTIONS 42 AND 62(1 )(C) OF THE COMPANIES ACT, 2013 OF 5,259,257 EQUITY SHARES AT AN ISSUE PRICE OF Rs.135.00 PER EQUITY SHARE (INCLUDING A PREMIUM OF Rs.125.00 PER EQUITY SHARE) FOR CASH CONSIDERATION AGGREGATING TO Rs. 710.00 MILLION (THE "PREIPO PLACEMENT') ON JANUARY 3, 2024. THE SIZE OF THE FRESH ISSUE HAS BEEN REDUCED BY Rs. 710.00 MILLION AND ACCORDINGLY, THE REVISED SIZE OF THE FRESH ISSUE IS Rs. 3,290 MILLION. THE RELEVANT INVESTORS THAT HAVE SUBSCRIBED TO THE EQUITY SHARES PURSUANT TO THE PRE-IPO PLACEMENT HAVE, PRIOR TO THE ALLOTMENT OF EQUITY SHARES, BEEN INFORMED THAT THERE IS NO GUARANTEE THAT THE OFFER MAY COME THROUGH OR THE LISTING MAY HAPPEN AND ACCORDINGLY, THE INVESTMENT WAS DONE BY THE RELEVANT INVESTORS SOLELY AT THEIR OWN RISK.

For details in relation to the Pre-IPO Placement see "Capital Structure" on page 100 of the Prospectus.

1. Loss incurred in the past: Our profit/(loss) from continuing operations for the six months ended September 30,2023 and September 2022 and the Financial Year ended March 31,2023, March 31,2022 and March 31,2021 was Rs. 274.63 million, Rs. (67.75) million, Rs. 310.31 million, Rs. 303.95 million and Rs. 126.76 million, respectively. We have recorded operating losses of Rs. 107.91 million from continuing and discontinued operations for the Financial Year ended March 31,2021.

2. Negative cash flow in the past: We have sustained negative cash flow used in operating activities for the six months ended September 30,2022 and the Financial Year 2021 primarily due to losses, investments in growth development activities, higher debt and longer cashflow cycles.

3. Industry growth risk: The revenue from operations from the EV Charger Business has increased from Rs. 441.20 million, representing 8.60% of our revenue from operations, in the Financial Year ended March 31, 2021 to Rs. 2,242.09 million, representing 31.67% of our revenue from operations, in the Financial Year ended March 31,2023. Accordingly, our ability to remain profitable in the future depends on the growth of the EV industry in India, which is at a nascent stage and is characterized by rapidly changing technologies, changing consumer preferences and behaviors, and governmental initiatives related to climate change and the environment generally (Source: CRISIL Report).

4. Customer concentration risk under Critical Power Business: Our five largest customers by revenue under our Critical Power Business contributed 57.10%, 39.80%, 51.02%, 81.77% and 72.60% of our total revenue from operations for the six months ended September 30,2023 and September 30,2022 and Financial Years 2023,2022 and 2021, respectively, The loss of one or more such customers could adversely affect our business and operations.

5. Import of raw material risk: We are dependent on global suppliers for our key raw materials such as Li-ion cells and battery packs, semi-conductors, rectifier modules etc. from suppliers in China, Singapore, Hong Kong, South Korea among others. The percentage of total purchases from global suppliers as a percentage of total cost of material was 66.80%, 56.66%, 65.67%, 84.09% and 66.68% during the six months ended September 30,2023 and September 30, 2022 and Financial Years 2023, 2022 and 2021, respectively. Further, China accounted for 60.80%, 40.03%, 52.57%, 73.41% and 59.46% of the total cost of material during the six months ended September 30,2023 and September 30, 2022 and Financial Years 2023,2022 and 2021, respectively.

6. Customer sector concentration risk: Our five largest customers by revenue belong to the Indian telecommunications sector, being telecommunication companies and tower companies, which contributed 46.31%, 55.84%, 51.49%, 80.90% and 77.33% of our total revenue from operations for the six months ended September 30,2023 and September 30,2022 and Financial Years 2023,2022 and 2021, respectively.

7. Dependence on third party suppliers: We are dependent on third party suppliers for our raw materials, such as Li-ion cells, printed circuit boards, cable assemblies, electronic components, switchgear components, plastic enclosures, mechanical components and bus bars. The cost of material consumed as a percentage of our total expenses was 77.08%, 64.60%, 74.94%, 80.56% and 75.79% during the six months ended September 30,2023 and September 30, 2022 and Financial Years 2023,2022 and 2021, respectively.

8. R&D related risk: Our operations are dependent on our continued research and development initiatives, and our inability to identify and understand, or keep up with evolving industry trends, technological advancements, customer preferences and develop new products to meet our customers' demands may adversely affect our business.

9. Disruption of manufacturing facilities risk: We operate three manufacturing facilities in India, comprising our Solan Facility situated at Solan, Himachal Pradesh, and Gurugram Facility I and Gurugram Facility II situated at Gurugram, Haryana. The disruption, shutdown or breakdown of operations at our manufacturing facilities may have a material adverse effect on our business, financial condition and results of operations.

10. Utilisation of Net Proceeds risk: We intend to utilize a portion of the Net Proceeds towards part-financing the cost of setting up production/assembly lines at our planned manufacturing facility. While we have procured quotations from vendors in relation to the capital expenditure to be incurred towards the said production/assembly lines, orders constituting 72.97% of the total estimated cost are yet to be placed.

11. The average cost of acquisition of Equity Shares held by the Promoter Selling Shareholder is Rs. 31.43 and the Offer Price at the upper end of the Price Band is <M42.

12. The weighted average cost of acquisition for all Equity Shares transacted during the one year, eighteen months and three years preceding the date of the Prospectus is:

'As certified by the Statutory Auditors, Khandelwal Jain &Co., Chartered Accountants, pursuant to certificate dated February 29, 2024.

Floor Price and Cap Price vis-a-vis weighted average cost of acquisition ("WACA") based on primary issuances/ secondary transactions during the last three years.

13. The Weighted average returnon net worth ("RoNW"), as derived from the Restated Consolidated Financial Information is:

14. Price to earning ratio, at higher end of the Price Band

15. Market capitalization to total revenue from operations ratio ("Market Capflotal Revenue Ratio") in relation to the Price Band of Rs. 135 to Rs. 142 per Equity Share

16. The 3 BRLMs associated with the Offer have handled 19 public issues in the past three financial years, out of which 2 issue closed below the Offer price on listing date:

‘has handled 6 Main Board and 9 SME Public issues. ** has handled 2 Main Board and 1 SME Public issues.

The Offer was made in terms of Rule 19(2){b) of foe SCRR, read with Regulation 31 of foe SEBI ICDR Regiiations. The Offer was made through the BookBuiding Process, in compkance with Regiiation 6(2) of SEBI ICDR Regiiatons. wherein not less than 75% of the Net Offer was made avaiabte for alocatonona proportionate bass to Qualified Institutional Buyers ("QIB s' and such portion, the QIB Portion"), provided that our Company and tie Promoter Sefcig Shareholder may. in consultation with the BRLMs, alocated up to 60% of the QIB Portion to Anchor Investors and the basts of such aSocation was on a discretionary basis, in cons lit at on with the BRLMs. in accordance witi the SEBI ICDR Regiiatons (the Anchor Investor Portion'), of which one-third was reserved for tie domestic Mutual Funds, subject to valid Bids being received from tie domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ("Anchor Investor A location Price") in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to tie QIB Portion (otier than tie Anchor Investor Portion) (the "Net QIB Portion"). Further. 5% of the Net QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basts only to Mutual Funds, subject to valid Bids beang received at or above tie Offer Price, and tie remainder of the Net QIB Porton was made avaliable for a location on a proportionate basis to al QIBs (other than Anchor Investors), inducing Mutual Funds, subject to vafcd Bids having been received at or above the Offer Price. Furtier. not more than 15% of the Net Offer was made available for allocation to Non-lnstitutional Investors ("Non-Institutional Portion '; (out of which one-thrd of the portion available to fton-lnstitutional Investors was made available for allocation to Bidders wife an application see of more than Rs. 200,000 and up to Rs. 1,000.000 and two-thirds of tie Non- Institutional Portion was made available for allocaton to Bidders with an application see of more to an Rs. 1.000.000 and under-subscription in either of toese two sub-categories of fton-lnstitutional was allocated to Bidders in the other sub-category of Non-lnstitutional Portion) and not more than 10% of toe Net Offer was made avaiabie for allocation to Retail Individual Investors ( Retail Portion"), in accordance with the SEBI ICDR Regulations. subject to valid Bids having been received from them at or above the Offer Price. Al Bidders (except Anchor Investors) were required to mandatory participate in the Offer on fy through toe Application Supported by Blocked Amount I'ASBA") prccess and were required to provide deis of thear respective bank account (inducing UPI ID for UPI Bidders ustig UPI Mechanism) in which the Bid Amount was blodced by the Self Certified Syndicate Banks ("SCSBs") or the Sponsor Bank. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. See Offer Procedure beginning on page 434 of the Prospectus.

The Bidding for Anchor Investors opened and dosed on Monday. February 26.2024. The Company received 17 applications from 13 Anchor Investors for 1.69,05.100 Equity Shares. The Anchor Investor Issue Price was finalized at Rs. 142 per Equity Share. A total of 1,25.38.800 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 178.05.09.600.

The Offer received 3120.860 applications for 2.38.85.19 200 Equity Shares (including applications from Anchor Investors and prior to rejections considering only valid bids) resulting in 79.06 times subscription. The details of the applications received in the Offer from various categories (inducing Anchor Investors) are as under (before rejections):

This excludes 52.125 applications for 65.07,800 Equity Shares from Retail Individuals which were not in bod book but which were banked.

Final Demand

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

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange. Being NSE on Friday. March 01.2024.

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. 142 per Equity Share, was finalized in cons lit at ion with NSE. This category has been subscribed to the extent of 121.61 times (after rejections). The total number of Equity Shares Allotted in Retail Portion is 3021.100 Equity Shares to 30,211 success ti Retail Individual Investors. The category-wise details of tie Basis of Allotment are as under:

B. Allotment to Non-lnstitutional Investors (More than Rs. 200,000 and up to Rs. 1,000,000) (after rejections)

The Basis of Allotment to the Non-lnstitutional investors (More than Rs. 200,000 and up to Rs. 1,000,000), who have bid at the Offer Price of Rs. 142 per Equity Share was finalized in consultation with NSE. The sutxategory of the Non-lnstitutional Portion comprising Non-lnstitutional Investors Bidding (More than Rs. 200,000 and up to Rs. 1,000,000) has been subscribed to tie extent of 149.84 times (after rejections). The total number of Equity Shares Allotted in tis category is 15,10,600 Equity Shares to 1,007 successful Non- Institutional Investors. The category-wise details of tie Basis of Allotment areas under: (Sample)

Please Note: One additional Share shall be allotted to 66 Successful Allottees from Serial No. 2 to 535 (ie. excluding successful applicants from Category 1500 in the ratio of 2283.

C. Allotment to Non-lnstitutional Investors (More than Rs. 1,000,000))

The Basis of Allotment to the Non-lnstitutional Investors (More than Rs. 1,000,000), who ha\e bid at the Offer Price of Rs. 142 Equity Share was finalized in consitutaton wth the NSE. The sub-category of the Non-lnstitutional Portion comprising Non-lnstitutional Investors Bidding above Rs. 1,000,000 has been subscribed to the extent of 163.31 times (after rejections). The total number of Equity Shares Allotted in to is category is 30,21,000 Equity Shares to 2,014 successfJ appScants Non-lnstitutional Investors. The category-wise details of the Basis of Allotment are as under (Sample):

D. Allotment to QIBs (Excluding Anchor Investors) (after rejections)

Allotment to QIBs (excluding Anchor Investors), who have Bid at the Offer Price of Rs. 142 per Equity Share has been done on a proportionate basis in cons lit at on with NSE. This category has been subscribed to the extent of 124.24 imes of Net QIB Portion. As per the SEBIICDR Regulations. Mutual Funds were Allotted 5% of the Equity Shares of Net QIB Portion available i.e. 506.000 Equity Shares and other QIBs inducing Mutual Funds were Allotted tie remairing available Equity Shares i.e. 95.13.700 Equity Shares on a proportionate bass. The total number of Equity Shares Allotted in the Net QIB Portion is 1.01.19.700 Equity Shares, which were alotted to 179 successful QIB Bidders. The category- wise details of tie Basis of Allotment are as under.

E. Allotment to Anchor Investors

The Company, in cons lit at on v<tth the BRLMs has alotled 125.38.800 Equity Shares to 12 Anchor Investors (through 17 Anchor Investor Appfccaton Forms, including 5 domestic Mutual Funds tirough 9 Mutual Fund schemes) a tan Anchor Investor Issue Price of Rs. 142 per Equity Share in accordance with tie SEBII COR Regulations. The represents 55.34% of total QIB portion.

The IPO Committee of tie Board of Directors in its meefing held on March 01, 2024 has taken on record toe Basis of Allotment of Equity Shares approved by toe Designated Stock Exchange, being NSE and allotment resolution was passed on March02,2024. The Allotment Advice-cum-Unblockfog toSmatons have been dispatched to the emai id of the Investors as registered wito the depositories. Furtoer. the instructions to the Self Certified Syndicate Banks for unbiodung of funds, transfer to Pubic Issue Account have been issued on March 01,2024 and payments to ran-Syndicate brokers have been issued on March 02,2024. Incase toesame is not received withto tendays. investors may contact the Registrar to the Offer at toe address given below. The Equity Shares ABotted to toe successfd Alottees have been uploaded on March 04,2024 for credit into the respective beneficiary accounts subject to valdation of the account detais wito toe depositories concerned. The Company filed toe Using appicaion with NSE and BSE on March 04,2024. The Company has received listing and trading approval from NSE and BSE and toe trading wil commence on March 05,2024.

Note: All capotaksed terms used and not specificaiy defined hereto shal have the same meantog as ascribed to them to the Prospectus.

In reference to the prospectus dated February 29. 2024 ("Prospectus") fled with the RoC and toereafter submitted with toe SEBI and toe Stock Exchanges read with the Abridged Prospectus, toe corrigendum dated February 26. 2024 ("Corrigendum 1") pubfcshed in al edrtons of Financial Express (a widely deviated English national daiy newspaper). Jansatta (a widely deviated Hindi national daiy newspaper) and Hind Jan path on February 27.2024 and toe red herring prospectus dated February 20.2024 ("RHP^r) filed with the RoC and thereafter submitted with the SEBI and the Stock Exchanges, and any other material issued to respect of toe Offer, investors should note the fdowtog to relation to the shareholding pattern of the Company included in Capital Structure - Our shareholding pattern ' on page 109 of the Prospectus:

i. The number of shareholders, total number of Equity Shares held, shareholding as a % of total no. of Equity Shares and other details specified under "Non Promoter- Non Public" category, shovid be read under the. "Pubbe" category, i. The number of shareholders and other detais under "Non Promoter- Non PubJfefcategory. should be read as Nil

Accordingly, fee Prospectus, the Abridged Prospectus, the RHP. Corrigendum 1 and any otoer material issued to respect of the Offer stand amended to the extent of and should be read with the above. Al capital zed terms used and not defined hereto shall have the meaning assigned to term to the Prospectus.

INVESTORS PLEASE NOTE

The details of the Allotment made wil be hosted on the website of the Registrar to the Offer. Link In time India Private Ultited at www.linktotime.co.in

Al future correspondence to tots regard may fcnefy be addressed to the Regslrar to toe Offer quottog tel 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:

Address: Link Intime India Private Limited

C-101.1s' Floor. 247 Park. Lai Bahadu Shastn Marg. Vikhroli (West) Mumbai. Maharashtra- 403083

Telephone Number: +91 810811 4949

E-mail: exicom.ipo@linkintime.co.in

Investor Grievance Website: exicom.ipo@linkintime.co.in

Web: www.linkintime.co.in

Contact Person: Shanti Gopalkrishnan

SEBI Registration No.: INRD00004058

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 PROSPECTUS OF EXICOM TELE-SYSTEMS LIMITED.

Exicom Teie-Systems Limited is proposing, subject to receipt of requisite approvais. market conditions and other considerations, to make an initial pubic offering of its equity shares {"Offer') and has filed a Prospectus dated Thursday. February 29. 2024 {"Prospectus") with the Registrar of Companies. Himachal Pradesh at Chandigarh {"RoC"). The Prospectus is available on tie website of the SEBI at www.sebi.gov.in, tie web site of the National Stock Exchange of India Limited at www.nsesndia.com and tie website of the BSE Limited at www.bseandia.com and the respectae website of the book runrwig lead managers to the Offer. Monarch Net worth Capital Limited at www.mnclgroup.com. Untstone Capital Private Limited at www.urestonecapital.com and Systematix Corporate Services Limited at www.systematxgroup.in. Investors shoiid note that investment in equity shares involves a high degree of risk. For delate, refer to tie Prospectus filed with tie RoC. inducing the secton titled "Risk Factors"on page 32 of tie Prospectus.

The Equity Shares ha\e not been and wll not be registered under tie U.S. Securities Act of 1933. as amended {"U.S. Securities Act") or any state securities tews in the United States, and unless so registered, and may not be offered or sold wtiinthe United States, except pursuant toan exemption from, or in a transacton not subject to. the registration requirements of tie U.S. Securities Act and applicable U. S. state securites laws. Accordingly, the Equity Shares are being offered and sold only outside tie United States in "offshore transactions" as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable tews of the jurisdiction where those offers and sales are made.