Talwalkars IPO Basis of Allotment

TALWALKARS BETTER VALUE FITNESS LIMITED

Our Company was originally incorporated as 'Talwalkars Better Value Fitness Private Limited', a private limited company under the provisions of the Companies Act, 1956, vide certificate of incorporation dated April 24, 2003 with CIN U92411MH2003PTC140134, issued By the Registrar of Companies ('ROC'), at Mumbai, Maharashtra. Pursuant to a Board resolution dated September 10,2009 and a special resolution of the shareholders of our Company at the EGM held on October 1, 2009. our Company became a public limited company and the name of our Company was changed to 'Talwalkars Better Value Fitness limited'. The fresh certificate of incorporation to reflect the new name was issued by the RoC on November 7,2009 with CIN U82411MH2003PLC140134.
Registered and Corporate Office: 801-813, Mahalaxmi Chambers, 22, Bhulabhai Desai Road, Mumbai - 400 026, Maharashtra, India.(For details of change in our name and our Registered Office, refer to the chapter titled 'History and Other Corporate Matters' beginning on page 80 of the Prospectus). Contact Person: Mr. Niraj Rohitkumar Oza, Company Secretary and Compliance Officer: Tel: +91-22- 6612 6300; Fax: +91-22-6612 6363;
E-mail: ipo@talwalkars.net; Website: www.talwalkars.net

The Equity Shares of the Company are proposed to be listed on the National Stock Exchange of India Limited ('NSE') and Bombay Stock Exchange Limited ('BSE') and the trading is expected to commence on or about May 12,2010
THE FACE VALUE PER EQUITY SHARE IS RS.10/-. THE ISSUE PRICE PER EQUITY SHARE IS RS. 128/- AND IT IS 12.8 TIMES THE FACE VALUE.
The Issue is being made under sub-regulation (2) (a) (i) and (2) (b) (i) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and through the 100% Book Building Process wherein atleast 50% of the Issue shall be allotted on a proportionate basis to Qualified Institutional Buyers, of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation to the QIB Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price.
The Issuer undertakes to allot at least 50% of the Net Offer to Public to Qualified Institutional Buyers and to refund full subscription monies if It falls to make allotment to the Qualified Institutional Buyers.

The Issue received 36,388 applications for 170,690,000 Equity Shares resulting in 28.21 times subscription. The details of the applications received in the Issue from Qualified Institutional Buyers, Non Institutional, Retail Individual Investor and Employee categories are as under (Before technical rejections)

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Issue Closing date at different bid prices is as detailed hereunder:

The Basis of Allocation was finalized In consultation with the Designated Stock Exchange, being the National Stock Exchange Limited ('NSE') on May 03, 2010

A. Allocation to Retail Individual lnvestors{lncluding Applications Supported by Blocked Amount ('ASBA')} (After Technical Rejections)

The Basis of Allocation to the Retail Individual Investors, who have bid at cut off and the Issue Price of Rs. 128/- per Equity Share, was finalized in consultation with NSE. The category was over subscribed 8.149 times. The total number of Equity Shares allotted in this categoryis 2,117,500 Equity Shares to 25,434 successful applicants. This includes 4,844 applications for 1,969,600 Equity Shares made under the ASBA process aggregating to application money of Rs. 252,123,600. of these 4,525 applications for 1,942,200 Equity Shares were found valid and they were considered for allotment.

The category-wise details of the Basis of Allocation are under

B. Allocation to Non Institutional Investors (Including Applications Supported by Blocked Amount ('ASBA')
(After Technical Rejections)

The Basis of Allocation to the Non Institutional Investors, who have bid at the Issue Price ol Rs. 128/- per Equity Share, was finalized in consultation with NSE. The category was oversubscribed to the extent of 50.87 times. The total number of Equity Shares allotted in this category is 907,500 Equity Shares to 80 successful applicants. This includes 15 applications for 1,818,500 Equity Shares made under the ASBA process aggregating to application money of Rs. 232,768,000, Of these all applications for 1,818,500 Equity Shares were found valid and they were considered for allotment.

The category-wise details of the Basis of Allocation are (Sample) as under:

C. Allocation to QIBs

Allocation to QIBs has been done on a proportionate basis in consultation with NSE. In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, Mutual Funds were initially allotted 5% of the quantum of Equity Shares available (151,250 Equity Shares to 66 successful applicant), and other QIBs were allotted the remaining available Equity Shares (2,873,750 Equity Shares to 101 successful applicant) on proportionate basis,

The Board of Directors of our Company at its meeting held at MUMBAI on May 04, 2010 has approved the basis of allocation of Equity Shares of the Issue and has accordingly allotted the Equity Shares to various successful applicants.

The CAN-cum-Refund Orders and allotment advice and/or notices has been dispatched to the address of the Investors as registered with the depositories on or before May 05, 2010. Further, the instructions to Self Certified Syndicate Banks have been dispatched on or prior to May 05, 2010. In case the same is not received within ten days, investors may contact at the address given below. The Refund Orders have been over-printed with the Bank Account details as registered, if any, with the depositories. The Equity Shares allocated to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is taking steps to get the Equity Shares admitted for trading on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited within seven working days from the date of approval of the basis of allocation. Listing application have been filed with the NSE and BSE on May 05, 2010.

Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them In the prospectus dated April 28, 2010 ('Prospactus')

INVESTORS PLEASE NOTE

This details of the allocation made would be hosted on the website of Registrars to the Issue, Link Intime India Private Limited at http://www.linkintime.co.in;

All future correspondence in this regard may kindly be addressed to the Registrars to the issue quoting full name of the First/ Sole applicant. Serial number of the bld-cum-application form, number of Equity Shares bid for, name of the Member of the Syndicate and Place where the bid was submitted and payment details at the address given below:

Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound. LBS Marg, Bhandup (West), Mumbai - 400 078.
Tel No: +91 22 2596 0320; Fax No: +91 22 25960329, Website: www.linkintime.co.in;
Email: tbvfl.ipo@linkintime.co.in Contact Person: Mr. Sachin Achar

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OH THE BUSINESS PROSPECTS OF TALWALKARS BETTER VALUE FITNESS LIMITED.