Popular Vehicles & Services IPO Basis of Allotment

POPULAR VEHICLES AND SERVICES LIMITED

Our Company was originally incorporated as Popular Vehicles and Services Limited on July 5.1983 at Kochi, Emakulam. Kerala. India as a public limited company under the Companies Act 1956 and receded its certificate for commencement of business on July 14,1983. Our Company was converted to a private limited company pursuant to a special resolution passed by our Shareholders at the Extraordinary General Meeting (EGM") held on December 29.2014 and the name of our Company was changed to Popular Vehicles and Services Private Limited. A fresh certificate of incorporation consequent upon conversion of our Company to a private limited company was issued on March 24,2015 by the Registrar of Companies. Kerala at Emakulam ("RoC"). Our Company was subsequently converted into a public limited company pursuant to a special resolution passed by our Shareholders at the EGM held on June 11,2018 and the name of our Company was changed to Popular Vehicles and Services Limited. Afresh certificate of incorporation consequent upon conversion of our Company to a public limited company was issued on July 10,2018 by the RoC. For details of change in name and Registered and Corporate Office of our Company, see ‘History and Certain Corporate Matters" on page 217 of the Prospectus.

Registered and Corporate Office: Kuttukaran Centre. Mamangalam. Cochin, Emakulam 682025. Kerala. India: Tel: +91484 2341 134 Website: www.popularmaruti.com: Contact Person : VarunT.V., Company Secretary and Compliance Officer; E-mail: cs@poputarv.com; Corporate Identity Number: U50102KL1983PLC003741.

Our Company has filed the Prospectus dated March 14, 2024 with the RoC (the "Prospectus"). The Equity Shares (as defined below) are proposed to be listed on the Main Board platform of the Stock Exchanges and the trading is expected to commence on March 19,2024.

INITIAL PUBLIC OFFER OF 20,393,828 EQUITY SHARES OF FACE VALUE OF Rs. 2 EACH ("EQUITY SHARES") OF POPULAR VEHICLES AND SERVICES LIMITED ("COMPANY") FOR CASH AT A PRICE OFF Rs. 295 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 293 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs. 6,015.54 MILLION COMPRISING A FRESH ISSUE OF 8,476,753 EQUITY SHARES AGGREGATING TO Rs. 2,500.00 MILLION BY OUR COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 11,917,075 EQUITY SHARES AGGREGATING TO Rs. 3,515.54 MILLION BY BANYANTREE GROWTH CAPITAL II, LLC (THE "SELLING SHAREHOLDER") AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDER ("OFFER FOR SALE", AND TOGETHER WITH THE FRESH ISSUE, THE "OFFER"). UBSCRIPTION BY ELIGIBLE THE OFFER INCLUDED A RESERVATION OF 37,453 EQUITY SHARES, AGGREGATING UP TO Rs. 10.00 MILLION (CONSTITUTING 0.05% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUEEE RESERVATION PORTION. EMPLOYEES ("EMPLOYEE RESERVATION PORTION"). PURSUANT TO FINALIZATION OF BASIS OF ALLOTMENT 22,950 EQUITY SHARES WERE ALLOTTED TO ELIGIBLE EMPLOYEES UNDER THE EMPLOYEE EMPLOYEE RESERVATION OUR COMPANY, IN CONSULTATION WITH THE BRLMS, OFFERED A DISCOUNT OF 9.49% OF THE OFFER PRICE (EQUIVALENT TO Rs. 28 PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE ETUTED 28.64% AND 28.61%, PORTION ("EMPLOYEE DISCOUNT"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER CONSTITUTED RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. A large portion of our business revenue, approximately 77.03%, is derived from our dealership of Maruti, Tata Motors (Commercial) and Honda. Any adverse developments in the growth, demand or sales for these OEMs could have an adverse effect on our business, results of operations and financial condition.

2. Non-renewal, termination or any adverse material modifications made by our OEMs to the dealership agreements, will have a material and adverse impact on our business prospects and results of operations.

3. We have had negative cash flows from operating activities for the period ended September 30,

2023, and it is possible that we may experience negative cash flows in the future which could adversely affect our cash flow requirements, our ability to operate our business and implement our growth plans, thereby affecting our financial performance. (inRs. million)

4. A large portion of our business operations, which is approximately 96.91% our Company's consolidated revenue for the six months period ended September 30,2023, are concentrated in the states of Kerala, Tamil Nadu and Karnataka. Any adverse developments (including any natural calamities) in these states could have an adverse effect on our business, results of operations and financial condition.

5. Increasing competition among automotive dealerships through online and offline marketing reduces our profit margins on vehicle sales and related businesses.

6. Weighted average cost of acquisition of(i) all shares issued by our Company; and (ii) all shares

acquired by our Promoters and Promoter Group, in the 3 years, 18 months and 1 year preceding the date of the Prospectus is set out below:

'As certified by R.G.N. Price&Co., CharteredAccountants, by way oftheircertificate dated March 14,2024.

7. Set out below are the details of the weighted average cost of acquisition of the transactions undertaken during the 18 months preceding the date of the Prospectus, as compared to the Floor Price and the Cap Price:

* As certified by R.G.N. Price&Co., Chartered Accountants, by way of their certificate dated March 14,2024.

8. Margins earned from our services and repair vertical and our spare parts and accessories distribution vertical may be impacted by pricing guidelines set by our OEMs which may adversely affect our financial condition and results of operations.

9. We have certain unresolved customer complaints which may result in future litigation against our Company

10. Our inability or failure to maintain optimum inventory levels or any theft of inventory may adversely affect our business, results of operations and financial condition

11. The Offer consists of a Fresh Issue and an Offer for Sale. The Selling Shareholder will be entitled to their respective portion of the proceeds from the Offer for Sale in proportion of the Equity Shares offered by the Selling Shareholder as part of the Offer for Sale. Our Company will not receive any proceeds from the Offer for Sale.

12. We may be required to make significant capital investments to our existing showrooms, sales outlets, service centers and other premises, the cost of which we may be unable to recoup. Further, we may be required to make significant capital investment to maintain the quality of post sales service and spare parts availability.

The table below shows the amount of capital investments made by us along with the percentage contribution of such capital expenditure to our total expenses, frequency of such capital expenditures and costs incurred by us, in the six months period ended September 30,2023 and Fiscals 2023,2022 and 2021, respectively:

13. The automotive industry is sensitive to changing economic conditions and various other factors. Any decline in demand for vehicles by individuals or entities may adversely impact our business prospects and results of operations.

14. We may fail to successfully implement our growth strategy, which includes acquiring existing dealerships, diversifying our portfolio and penetrating deeper into existing geographic locations which may adversely affect our financial condition and results of operations.

15. The 3 BRLMs associated with the Issue have handled 72 public issues in the past 3 years, out of which 23 issues have closed below the offer price on the listing date

'Issues handled where there were no common BRLMs

This Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBIICDR Regulations. The Offer was made through the Book Building Process in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Net Offer has been made 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 up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ('Anchor Investor Portion'), of which at least one- third was made available for allocation to domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further. 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer was made available for allocation to Non- Institutional Bidders out of which (a) one-third of such portion was reserved for applicants with application size of more than Rs.0.20 million and up to Rs.1.00 million; and (b) two-third of such portion was reserved for applicants with application size of more than Rs.1.00 million, provided that the unsubscribed portion in either of such sub-categories was allocated to applicants in the other sub-category of Non-lnstitutional Bidders and not less than 35% of the Net Offer was made available for allocation to Retail Individual Bidders fRIBs') in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further. Equity Shares were allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) wore required to mandatorily utilise the Application Supported by Blocked Amount ( ASBA") process by providing details of their respective bank accounts (including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid amount were blocked by the SCSBs or the Sponsor Banks, as applicable, to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process. For details, see ‘Offer Procedure" on page 415 of the Prospectus.

The bidding for Anchor Investors opened and closed on Monday. March 11,2024. The Company received 18 Anchor Investor Application Forms from 13 Anchor Investors (including 3 domestic mutual funds through 8 Mutual Fund schemes) for 7,644,300 Equity Shares. Such 18 Anchor Investors through 13 Anchor Investor Application Forms were allocated 6,107,325 Equity Shares at a price of Rs. 295 per Equity Share under the Anchor Investor Portion, aggregating to Rs. 1,801,660,875.00/-

The Issue received 123,189 applications for 2.5647,800 Equity Shares (pnor to rejections) resulting in 1.26 times subscription. The details of the applications received in the Offer from various categories are as under; (before rejections):

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:

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

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs.295 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 0.97 times. The total number of Equity Shares Allotted in Retail Portion is 7,309,900 Equity Shares to 109,901 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

Note: This includes spillover of 5,405 Equity Shares from Employee category and Spill Over of 426,429 from Nil Category. 247,148 of Equity shares are spilled over from Retail to QIB Category.

B. Allotment to Non-lnstitutional Bidders (more than *0.20 million and up to .00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.0.20 million Up to Rs.1.00 million), who have bid at the Offer Price of Rs. 295 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.65 times. The total number of Equity Shares allotted in this category is 661,100 Equity Shares to 798 successful applicants. The category-wise details of the Basis of Allotment are as under:

Note: 356,788 of Equity shares are spilled over from Nil 1 to OIB Category and Retail.

C. Allotment to Non-lnstitutional Bidders (more than Rs. 1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.1 million), who have bid at the Offer Price of Rs. 295 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.67 times. The total number of Equity Shares allotted in this category is 1,356,950 Equity Shares to 78 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Note: 678,825 of Equity shares are spilled over from Nil 2 to QIB Category and Retail.

D. Allotment to Eligible Employees Bidding in the Employee Reservation Portion (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employee Portion, who have bid at the Offer Price of Rs. 295 per Equity Share was finalized in consultation with BSE. This category has been subscribed to the extent of 0.61 times. The total number of Equity Shares allotted in this category is 22,950 Equity Shares to 118 successful applicants. The category-wise details of the Basis of Allotment are as under:

Note: 13,126 of Equity shares are spilled over from Employee 2 to OIB Category & Retail. Short allotment of 1,377 shares due to undersubscription in employee category and after adjusting employee discount..

E. Allotment to QIBs

Allotment to QIBs, who have Bid at the Offer Price of Rs. 295 per Equity Share or above, has been done on a proportionate basis in consultation with the Designated Stock Exchange, being NSE. This category has been subscribed to the extent of 1.92 times of QIB Portion. As per the SEBI Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 246,783 Equity Shares (This includes spillover of 387 Equity Shares from Employee category. Spill Over of 30,460 from Nil Category and Spill Over of 12,358 from Retail Category] and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 4,688,820 Equity Shares (This includes spillover of 7,334 Equity Shares from Employee category, Spill Over of 578,724 from Nil Category and Spill Over of 234,790 from Retail Category) on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 4,935,603 Equity Shares which were allotted to 14 successful QIB Investors. The category-wise details of the Basis of Allotment are as under:

F. Allotment to Anchor Investors

The Company, in consultation with the BRLMs, has allocated 61,07,325 Equity Shares to 13 Anchor Investors (through 18 Applications) at the Anchor Investor Offer Price of Rs.295 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company on March 15. 2024 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE, and has allotted the Equity Shares to vanous successful Bidders. The Allotment Advice-cum- Intimations and/ or notices will be 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 and transfer of funds to the Public Issue Account have been issued on March 15.2024. and payment to non-Syndicate brokers have been issued on March 16. 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 March 18. 2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositones concerned. The Company has filed the Listing applications with BSE and NSE on March 18. 2024. The Company has received listing and trading approvals from BSE and NSE and the trading will commence on or about March 19.2024.

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. Link Intime India Private Limited at: www.linkintime.co.in

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:

Link Intime India Private Limited

C-101, 1st Floor, 247 Park. Lai Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400083. Maharashtra, India

Tel: +91 810 811 4949

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

Website: www.linkintime.co.in

Investor Grievance E-mail: popularvehicles.ipo@linkmtime.

Contact Person: Shanti Gopalkrishnan

SEBI Registration No : INR000004058

CORRIGENDUM - NOTICE TO INVESTORS

This corrigendum is being made with reference to the Prospectus dated March 14. 2024. filed by the Company in relation to the Offer. In this regard, please note that the percentage value of the post-Offer paid up Equity Share capital of the Company that was reserved for the Eligible Employees should be read as "0.05%" and not ‘9.49%", at front inside cover page. ‘Definitions and Abbreviations - Employee Reservation Portion", on page 6 and "Offer Structure" on page 411 of the Prospectus, respectively.

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 POPULAR VEHICLES AND SERVICES LIMITED.

POPULAR VEHICLES AND SERVICES LIMITED has filed the Prospectus dated March 14.2024 with RoC. The Prospectus shall be available on the website of SEBI at www.sebi.gov.in. websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com. respectively, on the website of the Company at www.popularmaruti.com and on the websites of the BRLMs, i.e . ICICI Securities Limited, Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and Centrum Capital Limited at www.Aicicisecurities.com. www.nuvama.com and www.centrum.co.in, respectively.

This announcement has been prepared for publication in India and may not be released in the United States. This announcement does not constitute an offer of Equity Shares for sale in any jurisdiction, including the United States, and the Equity Shares offered in the Offer may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 or an exemption from registration. Any public offering of the Equity Shares to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. However, the Equity Shares offered in the Offer are not being offered or sold in the United States.