Tecpro IPO Basis of Allotment

Tecpro Systems Limited

Our Company was incorporated in New Delhi on November 7, 1990 as a private limited company under the name 'Tecpro Systems Private Limited'. Our Company was converted into a public limited company pursuant to a resolution passed by our shareholders on May 8, 2006.For details of the change in name of our company and registered office, see 'History and Certain Corporate Maters' on page 100 of the Prospectus.

Registered Office: 106, Vishwadeep Tower, Plot No. 4, District Centre, Janak Puri, New Delhi 110 058, India. Tel: (+91 11) 4503 8735 Fax: (+91 11) 4503 8734, Corporate Office: 202-204, Pacific Square, Sector-15, Part-ll, Gurgaon 122 001, Haryana, India, Tel: (+91 124) 4343 100; Fax: (+91 124) 4343 243, Contact Person and Compliance Officer: Mr. Pankaj Tandon, Company Secretary, Tel: (+91 124) 4343 257 Fax: (+91 124) 4343 243, E-mail: investors@tecprosystems.com Website: www.tecprosystems.com, Promoters: Mr. Ajay Kumar Bishnoi and Mr. Amul Gabrani

BASIS OF ALLOTMENT

PUBLIC OFFER OF 7,550,000 EQUITY SHARES OF RS. 10 EACH (THE 'EQUITY SHARES') FOR CASH AT A PRICE OF RS. 355.00 PER EQUITY SHARE OF TECPRO SYSTEMS LIMITED ('TECPRO SYSTEMS', 'OUR COMPANY' OR 'THE ISSUER') AGGREGATING RS. 2,679.11 MILLION (THE 'OFFER'). THE OFFER COMPRISES A FRESH ISSUE OF 6,250,000 EQUITY SHARES BY THE ISSUER (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 1,300,000 EQUITY SHARES BY METMIN INVESTMENTS HOLDINGS LIMITED (THE 'SELLING SHAREHOLDER') (THE 'OFFER FOR SALE'). THE OFFER COMPRISES A NET OFFER TO THE PUBLIC OF 7,350,000 EQUITY SHARES (THE 'NET OFFER') AND A RESERVATION OF 200,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED IN THE PROSPECTUS) (THE 'EMPLOYEE RESERVATION PORTION'), AT THE OFFER PRICE. THE OFFER SHALL CONSTITUTE 14.96% OF THE POST-OFFER SHARE CAPITAL OF OUR COMPANY. THE NET OFFER SHALL CONSTITUTE 14.56% OF THE POST-OFFER SHARE CAPITAL OF OUR COMPANY.

BID/OFFER OPENED ON SEPTEMBER 23, 2010, CLOSED ON SEPTEMBER 27, 2010
(FOR QIB BIDDERS) AND SEPTEMBER 28, 2010 (FOR NON-QIB BIDDERS)*
* ANCHOR INVESTOR BIDDING PERIOD OPENED AND CLOSED ON SEPTEMBER 22,2010

The Company has allotted 1,323,000 Equity Shares to Anchor Investors at Rs 355/- per Equity Share in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended
The Equity Shares of the Company are proposed to be listed on Bombay Stock Exhange Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') and the trading is expected to commence on or about Outober 12, 2010

THE FACE VALUE PER EQUITY SHARE IS RS. 10/-.
THE OFFER PRICE PER EQUITY SHARE IS RS. 355/-* AND IT IS 35.5 TIMES THE FACE VALUE. 'Discount of Rs. 17 to the Offer Price was offered to Eligible Employees (the'Employee Discount').

In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (prior to amendment dated June 4, 2010), (the 'SCRR') read with Regulation 41(1)(a) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the 'SEBI ICDR Regulations'), this being an Oiler for less than 25% of the post-Offer paid-up equity capital, the Offer is being made through the Book Building Process wherein at least 60% of the Net Offer was allocated on a proportionate basis to Qualified Institutional Buyers ('QIBs') (the 'QIB Portion'). Our Company has allocated 30% of the QIB Portion, to Anchor Investors, on a discretionary basis (the 'Anchor Investor Portion'). Further 5% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only. The remainder was made available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. If at least 60% of the Net Offer cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Offer was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Offer was available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price. Further, 200,000 Equity Shares were made available for allocation on a proportionate basis lo the Eligible Employees, subject to valid.Bids₁being received at or above the Offer Price. Any Bidder (other than Anchor Investors) may participate in mis Offer through the ASBA process by providing the details of the relevant bank accounts in which the corresponding Bid amounts will be blockedby Self Certified Syndicate Banks ('SCSBs'). For details in this regard, specific attention is invited to 'Offer Procedure' on page 458 of the Prospectus.
The Offer received 110,518 bids for 152,984,055 Equity Shares resulting in 20.2628 times subscription. The details of the Bids received in the Offer from Qualified Institutional Buyers, Non-Institutional Bidders, Retail Individual Bidders, Eligible Employees and Anchor Investors is as under: (Before technical rejections)

Final Demand: A summary of the final demand as per the BSE and the NSE as on the Bid/Offer Closing Date at different Bid prices is as under.

The Basis of Allocation was finalized in consultation with the Designated Stock Exchange, being the BSE on Octobers 7, 2010
The total number of Equity Shares allotted in the Employee Reservation Portion is 66,945 Equity Shares to 412 successful Bidders. The under subscribed portion of 133,055 Equity Shares spilled over to QIB (79,833 Equity Shares), Non-Institutional Bidder (13,305 Equity Shares) and Retail Individual Bidder categories (39,917 Equity Shares) as per the Red Herring Prospectus and the Prospectus.

A. Allocation to Eligible Employees (After Technical Rejections) Including ASBA
The Basis of Allocation to the Eligible Employees who have bid at cut-off or at the Offer Price of Rs. 355 per Equity Share (Rs. 17 per Equity Share discount on the Offer Price was given to the Eligible Employees and hence the Offer Price for Eligible Employees is Rs. 338 per Equity Share), was finalized in consultation with the BSE. This category has been under subscribed to the extent of 0.3347 times. The category-wise details of the Basis of Allotment is as under:

B.Allocation to Retail Individual Bidders (After Technical Rejections) including ASBA

The Basis of Allocation to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs. 355 per Equity Share, was finalized in consultation with the BSE. This category has been over subscribed to the extent of 8.6469 times. The total number of Equity Shares allotted in Retail Individual Bidder category is 2,244,917 Equity Shares to 84,118 successful Bidders. As per the Prospectus, spill over portion from the Employee Reservation Portion was 39,917 Equity Shares. The category-wise details of the Basis of Allotment is as under:

C. Allocation to Non Institutional Bidders (After Technical Rejections) including ASBA

The Basis of Allocation to the Non-Institutional Bidders, who have Bid at the Offer Price of Rs. 355 per Equity Share, was finalized in consultation with the BSE. This category has been over subscribed to the extent of 60.1141 times. The total number of Equity Shares allotted in this category is 748,305 Equity Shares to 184 successful Bidders. As per the Prospectus, the spill over portion from the Employee Reservation Portion was13,305 Equiry Shares. The category-wise details of  the Basis of Allolrnent is under:

D. Allocation to QIBs Including ASBA

Allocation to QIBs has been done on a proportionate basis in consultation with BSE. As per the SEBI ICDR Regulations, Mutual Funds were initially allocated 5% of the quantum of shares available (158,342 Equity Shares) including spill over from the Employee Reservation Portion to the extent of 3,992 Equity Shares and other QIBs were allocated the remaining available shares (3,008,491 Equity Shares) including spill over from the Employee Reservation Portion to Die extent of 75,841 Equity Shares. The category-wise details of the Basis of Allotment is under:

E. Allocation to Anchor Investors

As per the SEBI ICDR Regulations, Allocation to Anchor Investors was done on a discretionary basis by the Company and the Selling Shareholder in consultation with the Book Running Lead Managers. 30% of QIB Portion,of 4,410,000 was allotted to Anchor Investors (1,323,000 Equity Shares).

The Committee of Directors of the Company at its meeting held on Octotjer 8, 2010 has approved the Basis of Allocation of Ihe Equity Shares offered through the Offer and has allotted the Equity Shares to various successful Bidders.
The CAN-cum-Refund Orders and allotment advice and notices will be dispatched to the address of the Bidders as registered with the depositories on or prior to October 11, 2010. Further, the instructions to SCSBs have been dispatched on October 8,2010. In case the same is not received within 10 days, investors may contact at the address given below. The Refund Orders have been over-printed with the bank mandate details as registered, if any, with the Depositories. The Equity Shares allocated to successful Bidders are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned.
Commencement of Trading: The Company is taking steps to get the equity shares admitted for trading on BSE Limited and the NSE within 12 Working Days from the date of closure of the Offer.

These details of the allocation made would be hosted on the website of Registrar to the Offer, Link Intime India Private Limited at http://linkintime.co.in

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of Ihe First/ Sole Bidder, serial number of the Bid 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, L.B.S Marg, Bhandup (West), Mumbai -400 078
E-mail: tecpro.ipo@linkintime.co.in, Tel.: +91 22 25960320, Fa: +91 22 25960328-29 ,
All terms used herein but not specifically defined shall have the same meaning as assigned to such term in the Prospectus.

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF TECPRO SYSTEMS LIMITED
Tecpro Systems Limited is proposing subject to market conditions and other considerations, an initial public offer of its Equity Shares and has filed a Prospectus with the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. The Prospectus is available on the websites of SEBI at www.sebi.gov.in as well as the Book Running Lead Manages at www.sbicaps.com and www.kmcc.co.in respectively.
Investors should note that investment in equity shares involves a high degree of risk. For details, investors are advised to mferto the section titled'RIsk Factors' of ihe Prospectus.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or any state securities laws in the United States and may not be offered or sold within the United States except pursuant to an exemption from or in a transaction not subjectto, registration reqijirenienlscittheSecunlies Act. Acrenjingly, the Equity Shares are only being offered or sold outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otheiwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with me applicable laws of such jurisdiction.