Protean eGov Technologies IPO Basis of Allotment

	PROTEAN eGOV TECHNOLOGIES LIMITED
	(FORMERLY KNOWN AS NSDL e-GOVERNANCE INFRASTRUCTURE LIMITED)

Our Company was originally incorporated as 'National Securities Depository Limited' on December 27, 1995 as a public limited company under the Companies Act. 1956, and was granted the certificate of incorporation by the Registrar of Companies, Maharashtra at Mumbai f RoC'). Our Company was issued a certificate for commencement of business dated February 8,1996 by the RoC. Pursuant to the scheme of arrangement between our Company and NSDL Depository Limited under Section 391 to 394 of Companies Act. 1956 ("Scheme of Arrangement'), the name of our Company was changed from 'National Securities Depository Limited' to NSDL e-Govemance Infrastructure Limited' and a fresh certificate of incorporation was issued on December 19.2012 by the RoC The name of our Company was changed from NSDL e-Governance Infrastructure Limited' to Protean eGov Technologies Limited' pursuant to a shareholders' resolution dated October 28.2021. to represent the full gamut of products and service offenngs of the Company in the space of information technology solutions and extension into new markets, sectors and geographies, and a fresh certificate of incorporation was granted by the RoC on December 8,2021. For further details in relation to the Scheme of Arrangement, see ‘History and Certain Corporate Matters - Scheme of Arrangement between NSDL Depository Limited and our Company beginning on page 167 of the Prospectus. For further details in relation to the changes in the name and registered office of our Company, see ‘History and Certain Corporate Matters' beginning on page 165 of the Prospectus (defined here in below).

Registered and Corporate Office: Times Tower, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, Maharashtra; Telephone: +91 22 4090 4242; Contact Person: Mautesh Kantharia, Company Secretary and Compliance Officer; E-mail: cs@proteantech.in: Website: www.proteantech.in; Corporate Identity Number: U72900MH1995PLC095642.

Our Company has filed the Prospectus dated November 8,2023 with the RoC (the "Prospectus") and the Equity Shares of the Company having face value Rs.10 each ("Equity shares") are proposed to be listed on BSE Limited ("BSE") and the trading will commence on November 13, 2023.

Investors may note the following:

Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,2023, the reduction of timeline for listing of equity shares in public issue from existing 6 working days ("T+6 days") to 3 working days ("T+3 days") has been made applicable in two phases i.e., (i) voluntary for all public issues opening on or after September 1,2023; and (ii) mandatory on or after December 1, 2023. As per the red herring prospectus dated October 30, 2023 read with the corrigenda dated October 31,2023, November 4, 2023 and November 7, 2023, respectively ("RHP") and the Prospectus dated November 08, 2023, the listing and commencement of trading of Equity Shares on the Stock Exchange was scheduled on or before Friday, November 17, 2023. However, in the interest of the Bidders, the Company has decided voluntary adoption of the timelines prescribed under the aforementioned SEBI circular. The Company has completed the requisite formalities such that the commencement of trading of Equity Shares on the Stock Exchange shall be with effect from Monday, November 13, 2023. The Indicative timelines mentioned in the section titled "Terms of the Offer - Bid/Offer Programme" on page 323 of the RHP and the Prospectus stands updated as below:

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

INITIAL PUBLIC OFFER OF 6,191,000 EQUITY SHARES OF FACE VALUE OF MO EACH ("EQUITY SHARES") OF PROTEAN eGOV TECHNOLOGIES LIMITED ("COMPANY") FOR CASH AT A PRICE OF Rs.792 PER EQUITY SHARE ("OFFER PRICE") AGGREGATING TO Rs.4,899.51 MILLION (THE "OFFER") THROUGH AN OFFER FOR SALE OF 459,617 EQUITY SHARES BY 360 ONE SPECIAL OPPORTUNITIES FUND (FORMERLY KNOWN AS IIFL SPECIAL OPPORTUNITIES IFUND) AGGREGATING TO Rs.363.74 MILLION, 320,177 EQUITY SHARES BY 360 ONE SPECIAL OPPORTUNITIES FUND - SERIES 2 (FORMERLY KNOWN AS IIFL SPECIAL OPPORTUNITIES FUND - SERIES 2) AGGREGATING TO Rs.253.39 MILLION, 148,197 EQUITY SHARES BY 360 ONE SPECIAL OPPORTUNITIES FUND - SERIES 3 (FORMERLY KNOWN AS IIFL SPECIAL OPPORTUNITIES FUND - SERIES 3) AGGREGATING TO Rs.117.28 MILLION, 396,843 EQUITY SHARES BY 360 ONE SPECIAL OPPORTUNITIES FUND - SERIES 4 (FORMERLY KNOWN AS IIFL SPECIAL OPPORTUNITIES FUND - SERIES 4) AGGREGATING TO Rs.314.06 MILLION, 309,225 EQUITY SHARES BY 360 ONE SPECIAL OPPORTUNITIES FUND - SERIES 5 (FORMERLY KNOWN AS IIFL SPECIAL OPPORTUNITIES FUND - SERIES 5) AGGREGATING TO Rs.244.72 MILLION, 243,175 EQUITY SHARES BY ADMINISTRATOR OF THE SPECIFIED UNDERTAKING OF THE UNIT TRUST OF INDIA AGGREGATING TO Rs.192.45 MILLION, 1,783,395EQUITY SHARES BY NSE INVESTMENTS LIMITED AGGREGATING TO Rs.1,411.36 MILLION, 705,674 EQUITY SHARES BY HDFC BANK LIMITED AGGREGATING TO Rs.558.46 MILLION, 712,077 EQUITY SHARES BY AXIS BANK LIMITED AGGREGATING TO) Rs.563.53 MILLION, 712,077 EQUITY SHARES BY DEUTSCHE BANK A.G. AGGREGATING TO Rs.563.53 MILLION, 400,543 EQUITY SHARES BY UNION BANK OF INDIA AGGREGATING TO Rs.316.99 MILLION (THE "SELLING SHAREHOLDERS") AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE ("OFFERED SHARES").

THE OFFER INCLUDED A RESERVATION OF 150.000 EQUITY SHARES. AGGREGATING TO 1107.55Rs. MILLION CONSTITUTING 2.48% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL. FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION '). OUR COMPANY AND SELLING SHAREHOLDERS. IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS. HAS OFFERED A DISCOUNT OF US PER EQUITY SHARE TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING UNDER THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER CONSTITUTE 15.31% AND 15.18% RESPECTIVELY 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 79.20 TIMES THE FACE VALUE OF THE EQUITY SHARES.

^A discount of Rs. 75 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion.

1. We are substantially dependent on projects awarded by government entities and agencies. In Fiscals 2021,2022 and 2023 and in the three months ended June 30, 2022 and June 30, 2023, revenue from contracts and licences sourced from government clients/ bodies were Rs. 4,364.75 million, Rs. 4,822.85 million, Rs. 5,381.58 million, Rs. 1,152.82 million and Rs. 1,651.62 million representing 72.37%, 69.80%, 72.51%, 73.55% and 74.94% of our revenue from operations, respectively. Our relationship with Gol entities exposes us to risks inherent in doing business with them, which may adversely affect our business, results of operations and financial condition.

2. We may not be able to provide business solutions that meet our clients' requirements, which could lead to clients discontinuing their work with us, which in turn could harm our business. In Fiscals 2021,2022 and 2023 and in the three months ended June 30, 2022 and June 30, 2023, revenue from IT enabled e-governance services were Rs. 6,031.32 million, Rs. 6,909.09 million, Rs. 7,422.06 million, Rs. 1,567.48 million and 12,204.03 million each representing 100% of our revenue from operations, respectively.

3. We rely on telecommunications and information technology systems, networks and third party infrastructure to operate our business and any interruption or breakdown in such systems, networks or infrastructure of the third parties we rely on or our technical systems could impair our ability to effectively deliver our products and services.

4. Our client contracts can typically be terminated without cause, which could negatively impact our revenues and profitability.

5. In Fiscals 2021, 2022 and 2023 and in the three months ended June 30, 2022 and June 30, 2023, amount of trade receivables were Rs. 2,075.60 million, Rs. 2,003.98 million, Rs. 2,088.62 million, Rs. 1,968.54 million and Rs. 2,195.66 million representing 34.41%, 29.00%, 28.14%, 125.59% and 99.62%, respectively, of our revenue from operation. Any delay in the collection of our dues and receivables from our clients may have a material and adverse effect on our results of operations and cash flows.

6. Our Company is neither associated with nor related to National Securities Depository Limited. Further, the business of our Company is not similar to that of National Securities Depository Limited.

7. We may not meet the selection criteria set for high value contracts by the Government. In Fiscal 2023 and in the three months ended June 30,2023, we have not been awarded any contracts ortenders.

8. We will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.

9. The Offer Price, market capitalization to total revenue multiple and price to earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing.

10. Weighted Average Return on Net Worth for Fiscal 2023, 2022 and 2021 is 14.64%

11. The weighted average cost of acquisition for all Equity Shares acquired in one year, 18 months and three years preceding the date of the Prospectus is set forth below:

'The above includes Equity Shares transacted by Selling Shareholders & shareholders with special rights

12. Weighted average cost of acquisition, floor price and cap price

Notes:

Rs.As there are no transactions to be reported under primary and secondary issuances, computation of weighted average price is not required here

13. Average cost of acquisition of Equity Shares held by the Selling Shareholders ranges from Rs. 10.00 to Rs. 950.10 per Equity Share and Offer Price at upper end of the Price Band is Rs. 792 per Equity Share.

14. The four BRLMs associated with the Offer have handled 75 Public Issues in the past three financial years, out of which 26 Issues closed below the offer price on listing date.

'Issues handled where there were no common BRLMs

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules. 1957. as amended ("SCRR") read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (‘SEBI ICDR Regulations"). The Offer was made in accordance with Regulation 6(1) of the SEBI ICDR Regulations and through a Book Building Process wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs". and such portion, the "QIB Portion"). Our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, 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"), out of which at least one-third was made available for allocation to domestic Mutual Funds only, subject to valid Bids having been received from the 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 to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids having been received 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-lnstitutional Bidders such that: (a) one-third of the portion available to Non-lnstitutional Investors, was reserved for applicants with application size of more than Rs.200,000 and up to Rs.1.000.000 and (b) two-thirds of the portion available to Non-lnstitutional Investors, was reserved for applicants with application size of more than Rs.1.000.000. provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-lnstitutional Investors, subject to valid Bids having been received at or above the Offer Price and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders ("RIBs") in accordance with SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount ('ASBA') process by providing details of their respective bank account (including UPI ID in case of RIBs) which will be blocked by the SCSBs, to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see'Offer Procedure" beginning on page 330 of the Prospectus.

The bidding for Anchor Investor opened and closed on Friday. November 3. 2023. The Company received 18 applications from 11 anchor investors for 20,64,780 Equity Shares. The Anchor investor price was finalized at Rs. 792/- per Equity Share A total of 18,12,300 shares were allocated under the Anchor Investor Portion aggregating to Rs. 143,53,41,600

The Issue received 8,59,582 applications for 10,67,10,372 Equity Shares (pnor to rejections) resulting in 17.2364 times subscription. The details of the applications received in the Issue from various categories are as under: (before rejections):

Final Demand

A summary of the final demand as at different Bid prices as on the Bid/Offer Closing date is as under

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on November 9, 2023.

A. Allotment to Retail Individual Bidders (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.792 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 8.5616 times. The total number of Equity Shares Allotted in Retail Portion is 21,49,286 Equity Shares to 1,19,404 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

Including Spillover of 34,936 Equity Shares from Eligible Employee category

B. Allotment to Non-lnstitutional Bidders (more than Rs.0.20 million and up to Rs.1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 0.20 million and up to Rs.1.00 million), who have bid at the Offer Price of Rs.792 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 28.0511 times. The total number of Equity Shares allotted in this category is 3,07,041 Equity Shares to 1,137 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Includes spillover of 4,991 Equity Shares from Eligible Employee Category

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.1.00 million), who have bid at the Offer Price of 792 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 32.4725 times. The total number of Equity Shares allotted in this category is 6,14,082 Equity Shares to 2,274 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Includes spillover of 9.982 Equity Shares from Eligible Employee Category.

D. Allotment to Employee Reservation (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employee Portion, who have bid at the Offer Price net of Employee Discount i.e Rs.717 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.3346 times. The total number of Equity Shares allotted in this category is 50,184 Equity Shares to 284 successful applicants. The category-wise details of the Basis of Allotment are as under:

The Employee Reservation was for 1107.55 million as mentioned in the Prospectus representing 150.000 Equity Shares at the price of Rs. 17 per Equity Share net of Employee Discount. The Unsubscribed portion of 99.816 Equity shares has been spilled over to QIB Portion. Non- Institutional Portion and Retail Portion in the ratio of 50:15:35.

E. Allotment to QIBs (excluding Anchor Investors)

Allotment to QIBs. who have Bid at the Offer Price of Rs.792 per Equity Share, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 48.0342 times of QIB Portion. As per the SEBIICDR Regulations. Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion (as adjusted for employee spillover) available i.e. 62.906 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 11,95,201 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion (including Mutual Funds) is 12,58,107 Equity Shares, which were allotted to 73 successful QIB Bidders (including Mutual Funds). The category-wise details of the Basis of Allotment are as under:

Includes spilled over of49.907 Equity Shares from Eligible Employee Category.

F. Allotment to Anchor Investors

The Company, in consultation with the BRLMs, have allocated 18,12,300 Equity Shares to 11 Anchor Investors (through 18 Application Forms) at the Anchor Investor Offer Price of Rs.792 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion,

The IPO Committee of our Company on November 10, 2023 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 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, transfer to Public Issue Account have been issued on November 9, 2023 and payment to non-Syndicate brokers have been issued on November 10, 2023. 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 November 10, 2023 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 on November 10, 2023. The Company has received listing and trading approval from BSE and the trading will commence on November 13, 2023.

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:

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 PROTEAN eGOV TECHNOLOGIES LIMITED.

PROTEAN eGOV TECHNOLOGIES LIMITED has filed the Prospectus dated November 8. 2023 filed with RoC on November 8. 2023. The Prospectus is available on the website of SEBI at www.sebi.gov.in, website of BSE Limited at www.bseindia.com, website of the Company at www.proteantech.in and is available on the websites of the BRLMs, i.e. ICICI Securities Limited. Equirus Capital Private Limited, IIFL Securities Limited and Nomura Financial Advisory and Securities (India) Private Limited at www.icicisecurities.com. www.equirus.com. www.iiflcap.com and www.nomuraholdings.com/company/group/asia/indiafindex.html, respectively. Investors should note that investment in equity shares involves a high degree of risk. For details, potential investors should refer to the Prospectus filed with the RoC, including the section titled 'Risk Factors' on page 24 of the Prospectus. Potential investors should not rely on the DRHP, instead investors shall rely on Prospectus filed with the RoC.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any other applicable law of the United States and. unless so registered, 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 Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold (i) within the United States only to personal reasonably believed to be ‘qualified institutional buyersRs. (as defined in Rule 144A under the Securities Act, ‘Rule 144A") in transactions exempt from, or not subject to, registration requirements of the Securities Act. and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.