Mahindra Logistics IPO Basis of Allotment

MAHINDRA LOGISTICS LIMITED

Mahindra logistics Limited ("our Company" or the "Company" or the "issuer") was incorporated under its present name as a public limited company under the Companies Act, 1956 pursuant to the certificate of incorporation on August 24, 2007 granted by the Registrar of Companies, Mumbai. Our Company was granted the certificate for commencement of business on October 15, 2007 by the Registrar of Companies, Mumbai. For more information regarding our Company's corporate history, see "History and Certain Corporate Matters" on page 167 of the Red Herring Prospectus dated October 16, 2017 ("RHP").

Corporate Identity Number: U63000MH2007PLC173466
Registered Office: Mahindra Towers. P. K Kume Chowk, Worli. Mumbai - 400018, Tel; +91 22 2490 1441. Fax: +91 22 2490 0833; Corporate Office: 1A & 1B, 4th Floor, Techniplex 1, Techniplex Complex, Veer Savarkar Flyover, Goregaon West, Mumbai - 400062. Tel: +91 22 2871 6800: Contact Person: Nikhil Nayak, Chief Financial Officer and Compliance Officer.
Tel: +91 22 2871 5500; E-mail: cfo.mll@mahindra.com ; Website: www.mahindralogistics.com

OUR PROMOTERS: MAHINDRA & MAHINDRA LIMITED

Our Company has filed the Prospectus dated November 3, 2017 with the Registrar of Companies, (the "Prospectuss") and 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 November 10,2017.

BASIS OF ALLOTMENT

INITIAL PUBLIC OFFERING OF 19,332,346 EQUITY SHARES OF FACE VALUE OF RS10 EACH (THE "EQUITY SHARES") OF MAHINDRA LOGISTICS LIMITED ("THE COMPANY") FOR CASH AT A PRICE OF RS 429 PER EQUITY SHARE (THE "OFFER PRICE"') AGGREGATING TO RS 8,288.84 MILLION" THROUGH AN OFFER FOR SALE OF (i) 9,666,173 EQUITY SHARES AGGREGATING TO RS 4,144.42 MILLION' BY MAHINDRA & MAHIHDRA LIMITED (PROMOTER OF THE COMPANY); (ii) 9,271,180 EQUITY SHARES AGGREGATING TO RS 3,975.07 MILLION' BY NORMANDY HOLDINGS LIMITED: AND (iii) 394,993 EQUITY SHARES AGGREGATING TO RS 169.36 MILLION' BY KEDAARA CAPITAL ALTERNATIVE INVESTMENT FUND - KEDAARA CAPITAL AIF 1. (THE "OFFER FOR SALE" OR THE "OFFER" AND SUCH SHAREHOLDERS OFFERING THEIR RESPECTIVE EQUITY SHARES IN THE OFFER FOR SALE ARE COLLECTIVELY HEREINAFTER REFERRED TO AS THE "SELLING SHAREHOLDERS" AND INDIVIDUALLY AS A "SELLING SHAREHOLDER"). THE OFFER INCLUDED A RESERVATION OF 112,710 EQUITY SHARES AGGREGATING TO RS 43.62 MILLION. FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"), THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER" AND SUCH NET OFFER AGGREGATED TO 19.219,636 EQUITY SHARES'. THE OFFER AND THE NET OFFER CONSTITUTED 27.17% AND 27.02', RESPECTIVELY, OF THE POST OFFER PAID-U P EQUITY SHARE CAPITAL OF OUR COMPANY. THE OFFER INCLUDED A DISCOUNT OF RS 42 PER EQUITY SHARE ON THE OFFER PRICE TO ELIGIBLE EMPLOYEES (THE "EMPLOYEE DISCOUNT").

*The aggregate amounts raised in the Offer for sale, the number of Equity Shares reserved in the Employee Reservation Portion and the amount raised in the Employee Reservation Portion are based on the Basis of Allotment finalized in consultation with BSE.

Offer Price: Rs 429 Per Equity Share of Face Value of Rs 10 Each
Anchor Investor Offer Price: Rs 429 Per Equity Share
The Offer Price is 42.9 times the Face Value

Risks to Investors;

1. The two Book Running Lead Managers associated with the Offer have handled 43 public issues in the past three financial years out of which 11 issues closed below the issue price on listing date.
2. None of the listed campanies in India have a business model and asset structure similar to ours.
3. The Price/Earnings ratio based on diluted Earnings Per Share (EPS) on standalone basis for the Financial Year 2017, at the upper end of the Price Band, is as high as 66. The Price/Earnings ratio of NIFTY 50 for the Financial Year 2017 was 23.26.
4. The average cost of acquisition of Equity Shares for our Selling Shareholders is Rs 10 per Equity Share for Mahindra and Mahindra Limited, and. Rs 122,29 per Equity Share for Kedaara Capital Alternative Investment Fund - Kedaara Capital AIF 1 and Normandy Holdings Limited, and the Offer Price at upper end of the Price band is Rs 429 per Equity Share.

In terms of Rule 19(2)(b)(ii) of the Securities Contract (Regulation) Rutes .1957. as amended (the "SCRR"), this was an Offer for at least such percentage of the post-Offer pad-up Equity Share capital of our Company which will be equivalent to Rs 4.000 million calculated at the Offer Price and the post-Offer capital of our Company calculated at the Offer Price is more than Rs 16.000 million but less than or equal to Rs 40.000 million. The Offer was made through the Book Building Process and in compliance with Regulation 26(1) of the SEBI ICDR Regulations. wherein not more than 50% of the Net Offer were available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIBs,') (the "QIB Category"), out of which our Company and the Selling Shareholders, in consultation with the BRLMs "have allocated 60% of the QIB Category to Anchor Investors, on a discretionary basis (the' Anchor Investor Portion'), of which one-third was reserved for domestic Mutual Funds, suhjed to valid Bids being received from domestic Mutual Funds at or above the price at which allocation was made to Anchor investors. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Category was made available for allocation on a proportionate basis to  QIBs., subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Net Offer was made available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer was made available for allocation to Retail Individual Investors, in accordance with the SEBl ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders (except Anchor Investors) mandatorily participated in this Offer only through the Application Supported by Blocked Amount ("ASBA") process, and provided details of their respective bank account in which the Bid amount has been blocked by the SCSBs. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details. see 'Offer Procedure" on page 319.

The Offer received 963.388 applications for 110.652,082 Equity Shares (prior to technical rejections) resulting in 5.7237 times subscription. The details of the applications received in the Offer from various categories are as under, (before technical rejections):

Final Demand
A summary of the final demand as per BSE and NSE on the Issue Closing Date at different Bid prices is as under;

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the BSE on November 7,2016.
A. Allotment to Retail Individual Bidders (after technical rejections)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of  Rs 429 per Equity Share, was finalized in conaultation with the BSE This category has been subscribed to the extent of 5.7463 times. The total number of Equity Shares Allotted in Retail Portion is 6,726,874 Equity Shares (includes under subscribed portion of 4,302 Equty Shares spilled over from Employee Reservation Portion) to 197,849 successful Retail individual Bidder, The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-Institutional Bidders (after technical rejections)
The Basis of Allotment to the Non-lnstitutional Bidders, who have bid at the Offer Price of Rs 429 per Equity Share, was finalised in consultation with the BSE. The Non-lnstitutional Portion has been subscribed to the extent of 1.8261 times. The total number of Equity Shares Allotted in this category is 2,882,946 Equity Shares (includes under subserved portion of 1,844 Equity Shares spilled over from Employee Reservation Portion) to 534 successful Non-Institutional Bidder. The category-wise details of the Basis of Allotment are as under (Sample):

Allotment to Eligible Employees (after technical rejections)
The Basis of Allotment the Eligible Employees, who have Bid at the issue Price of Rs 429 per Equity Share (Employee Discount of Rs 42 per Equity Share to the Issue Price has been offered to the Eligible Employees Bidding in the Employee Reservation Portion), was finalized in consultation with the BSE. This Employee Reservation Portion has been subscribed to the extent of 0.9016 times. The total number of Equity Shares Allotted in this category is 112.710 Equity Shares to 469 successful Eligible Employees. The under subscribed portion of 12,290 Equity Shares in the Employee Category has been spilled over to QlBs, Non Institutions investors and Retail Individual Investors in the ratio of 50:15:35 i.e. 6,144 Equity Shares for QIBs, 1,844 Equity Shares for Non Institutional Investors and 4.302 Equity Shares for Retail Individual Investors. The category-wise delails of the Basis of Allotment are as under;

C. Allotment to QIBs (after technical rejection)
The Basis of Allotment to QIBs, who have Bid at the Offer Price of Rs 429 per Equity Share, has been done on a proportionate basis in consolation with the BSE. This category has been subscribed to the extent of 15.5739 times of QlB Portion. As per the SEBI Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 192.382 Equity Shares (incldes under subscribed portion of 308 Equity Shares spilled over from Employee Reservation Portion) and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equ:ity Shares i.e. 3.655,231 Equity Shares (includes under subscribed portion of 5.836 Equity Shares spilled over from Employee Reservation Portion) on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 3.847.613 Equity Shares (includes undersubscribed portion of 6,144 Equity Shares spillied over from Employee Reservation Portion), which were allotted to 72 successful QIB Bidders. 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 5,762,203 Equity Shares to 15 Anchor Inveskro (applied through 19 Applications) at the Anchor Irvestor   Offer Price Of  Rs 429 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The IPO Committee of the Company on November 8, 2017 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE Limited and has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-Intimations are being dispatched to the address of the investors as registered with the depositories. Further, the instructions, to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on November 8,2017 and payment to non-Syndicate brokers have been issued on November 8, 2017. In case the Investors' funds are not unblocked 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 November  8,2017 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on November 8. 2017. The Company has received listing and trading approval from BSE and NSE and the trading will commence on November 10.2017.
All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.
INVESTORS PLEASE MOTE
The details of the allotment made has been hosted on the website of the Registrar to the Offer,
Link Intime India Private Limited
at www.linkintime.co.in
All future correspondence in the regard may kindy 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 Equit:y Shares applied for, the name and address of the Designated Internediary 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:

Link Intime India Private Limited
C,101, 1 St floor, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083
Tel: +91 22 4918 6200; Fax: +91 22 4918 6195
E-mail: mahindralogistics.ipo@linkintime.co.in
Investor grievance e-mail: mahindralogistics.ipo@linkintime.co.in
Website: www.linkintime.co.in; Contact Person: Shanti Gopalkrishnan
SEBl Registration No,: INR000004058