Tamilnad Mercantile Bank IPO Basis of Allotment

Our Bank was incorporated in the name of ‘Nadar Bank Limited' on May 11, 1921 at Thoothukudi, Tamil Nadu as a limited company under the Indian Companies Act, 1913 pursuant to a certificate of incorporation issued by the erstwhile Assistant Registrar of Joint Stock. Palamcottah. Our Bank commenced its business on November 11, 1921 at Thoothukudi, Tamil Nadu. Subsequently, the name of our Bank was changed to 'Tamilnad Mercantile Bank Limited', with effect from November 27, 1962, pursuant to a letter of approval from the Government of India dated November 14, 1962 and a fresh certificate of incorporation dated July 17, 1968 was issued by the Assistant Registrar of Companies, Madras. For further details in relation to the changes in the registered office, see'History and Certain Corporate Matters ''beginning on page 157 of the Prospectus dated September 8, 2022 ("Prospectus") filed with the Registrar of Companies, Tamil Nadu at Chennai ("RoC").

Our Bank has filed the Prospectus with the RoC 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 or about September 15, 2022.

INITIAL PUBLIC OFFERING OF 15,840,000 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH ("EQUITY SHARES") OF TAMILNAD MERCANTILE BANK LIMITED ("BANK" OR "ISSUER") FOR CASH AT A PRICE OF Rs 510 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 500 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO Rs 8,078.40 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 15,840,000 EQUITY SHARES AGGREGATING TO Rs 8,078.40 MILLION (THE "OFFER"). THE OFFER CONSTITUTED 10.00% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

Risks to Investors

The Offer was made through tho Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules. 1957. as amended ("SCRR") read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75 % of the Offer was allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs", the "QIB Portion"). Our Bank, in consultation with the Book Running Lead Managers, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third was reserved for 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 available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Pnce, However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion could have been added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Offer was available for allocation to Non-Institutional Bidders ("Non-Institutional Portion") of which one-third of the Non-Institutional Portion was available for allocation to Bidders with an application size of more than Rs. 200,000 and up to Rs. 1,000,000 and two- thirds of the Non-Institutional Portion was available for allocation to Bidders with an application size of more than Rs. 1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may have been allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price, Further, not more than 10% of the Offer was available for allocation to Retail Individual Bidders ("Retail Portion") in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID in case of UPI Bidders using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or by the Sponsor Bank(s) under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" beginning on page 326 of the Prospectus.

The bidding for Anchor Investors opened and closed on Friday. September 2, 2022. The Bank received 21 applications from 10 anchor investors for 73,23,680 equity shares. The Anchor investor price was finalized at Rs. 510 per Equity Share, A total of 71,28.000 shares were allocated under the Anchor Investor Portion aggregating to Rs. 3,635,280,000.

The Offer received 2,12,589 applications for 3,19,71,716 Equity Shares (prior to technical rejections) resulting in 2.0184 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 at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the BSE on September 12, 2022.

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 510 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 6.0040 times. The total number of Equity Shares Allotted in Retail Portion is 15,84,000 Equity Shares to 56,571 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)

B. Allotment to Non-Institutional Bidders (Upto Rs. 10 lacs) (after technical rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs. 510 per Equity Share or above, was finalized in consultation with the BSE. The Non-Institutional Portion has been subscribed to the extent of 2.5024 times. The total number of Equity Shares Allotted in this category is 7,92,000 Equity Shares to 2,020 successful Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Non-Institutional Bidders (Above Rs. 10 lacs)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs. 510 per Equity Share or above, was finalized in consultation with the BSE The Non-Institutional Portion has been subscribed to the extent of 3.0911 times The total number of Equity Shares Allotted in this category is 15,84,000 Equity Shares to 1,039 successful Non- Institutional Bidders The category-wise details of the Basis of Allotment are as under. (Sample)

D. Allotment to QIBs

Allotment to QIBs. who have Bid at the Offer Price of Rs. 510 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE This category has been subscribed to the extent of 1.60 times of QIB Portion The total number of Equity Shares Allotted in the QIB Portion is 47,52,000 Equity Shares, which were allotted to 35 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

E. Allotment to Anchor Investors

The Bank in consultation with the BRLMs, has allocated 71,28,000Equity Shares to 10 Anchor Investors (through 21 Applications) at the Anchor Investor Offer Price of Rs 10 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The Board of Directors of our Bank on September 12, 2022 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 Offer Account have been issued on September 12, 2022. There was nil payment to non-syndicate brokers. 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 September 13, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned The Bank has filed applications for listing and trading with BSE and NSE on September 13, 2022. The Bank has received listing and trading approval from NSE and BSE and the trading will commence on or about September 15, 2022.

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 has been hosted on the website of the Registrar to the Offer. Link Intlme 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. Lai Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra, India

Tel: +91 22 4918 6200

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

Website: www.linkintime.co.in

Investor grievance e-mail:tmb.ipo@linkintime.co.in

Contact person: Shanti Gopalknshnan

SEBI registration no.: INR000004058

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 TAMILNAD MERCANTILE BANK LIMITED.

TAMILNAD MERCANTILE BANK LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has filed the Prospectus, with the Registrar of Companies. Tamil Nadu at Chennai on Septembers. 2022 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, and is available on the websites of the BRLMs, i.e. Axis Capital Limited. Motilal Oswal Investment Advisors Limited and SBI Capital Markets Limited at www.axiscapital.co.in, www.motilaloswalgroup.com and www.sbicaps.com, respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled 'Risk Factors' on page 20 of the Prospectus. Potential investors should not rely on the DRHP filed with SEBI for making any investment decision.

The Equity Shares have not been and will not be registered under the U S. Securities Act of 1933 (the "U.S. Securities Act") or any state Securities laws in the United States, and unless so registered, and 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 U S Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made There will be no public offering of the Equity Shares in the United States