Awfis Space Solutions IPO Basis of Allotment

Our Company was incorporated as 'Awfis Space Solutions Private Limited' at Delhi, as a private limited company under the Companies Act. 2013, pursuant to a certificate of incorporation dated December 17.2014, issued by the RoC. Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on November 24,2023 and the name of our Company was changed to Awfis Space Solutions Limited' with a fresh certificate of incorporation dated December 5,2023, issued to our Company by the RoC. For further details on the changes in the name and registered office of our Company, see 'History and Certain Corporate Matters* on page 249 of the prospectus dated May 27.2024 filed with the RoC on May 28.2024 (' Prospectus').

INITIAL PUBLIC OFFERING OF 1,56,39,638 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH OF OUR COMPANY ("EQUITY SHARES") FOR CASH AT A PRICE OF Rs. 383 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 373 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs. 5,989.25^{^} MILLION ("OFFER"). THE OFFER COMPRISES A FRESH ISSUE OF 33,43,939 EQUITY SHARES AGGREGATING TO Rs. 1,280.00^A MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 12,295,699 EQUITY SHARES ("OFFERED SHARES") AGGREGATING TO Rs. 4,709.25 MILLION, COMPRISING, 6,615,586 EQUITY SHARES AGGREGATING TO Rs. 2,533.77 MILLION BY PEAK XV PARTNERS INVESTMENT V (FORMERLY KNOWN AS SCI INVESTMENTS V) ("PEAK XV" OR THE "PROMOTER SELLING SHAREHOLDER"), 5,594,912 EQUITY SHARES AGGREGATING TO Rs. 2,142.85 MILLION BY BISQUE LIMITED AND 85,201 EQUITY SHARES AGGREGATING TO Rs. 32.63 MILLION BY LINK INVESTMENT TRUST (COLLECTIVELY, THE "SELLING SHAREHOLDERS" AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE "OFFER FOR SALE") THE OFFER INCLUDED A RESERVATION OF 57,636 EQUITY SHARES, AGGREGATING TO l 20.00^A MILLION (CONSTITUTING 0.08% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER CONSTITUTED 22.53%* AND 22.44%*, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, OFFERED A DISCOUNT OF 9.40% (EQUIVALENT OF Rs.36 PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING UNDER THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT").

^ A DISCOUNT OF RS. 36 PER EQUITY SHARE WAS OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.

* PLEASE NOTE THAT THE OFFER AND THE NET OFFER % HAS BEEN ADJUSTED FOR THE FRESH ISSUE OF 3,343,939 EQUITY SHARES AND ALLOTMENT TO ELIGIBLE EMPLOYEE OF 20,241 EQUITY SHARES IN THE OFFER RESPECTIVLY

1. We have a history of net losses, negative earnings per share ("EPS") and return on net worth ("RoNW"). We need to generate and sustain increased revenues while managing our expenses to achieve profitability, and our inability to achieve these goals may have an adverse effect on our business, results of operations, cash flows and financial condition. The following table sets forth our restated loss, our basic and diluted EPS and RoNW as at and for the period / year:

2. We have experienced negative cash flows in previous Fiscals and may continue to have negative cash flows in the future. As a result, our cash flows, business, future financial performance and results of operations could be materially and adversely affected. Our consolidated cash flow for the period / years are set forth in the table below:

(in Rs. million)

3. We may not be able to attract new clients in sufficient numbers, continue to retain existing clients, a portion of whom enter into service agreements ("Client Agreement") with short-term commitments, or agree sufficient rates to sustain and increase our client base or at all. The following table sets forth the number of clients by tenure and percentage of our occupied seats by tenure for the periods indicated:

4. We have substantial capital expenditure and working capital requirements and may require additional financing to meet those requirements and will have to raise additional funds by incurring further indebtedness or issuing additional equity to meet our capital expenditures or working capital needs in the future, which could have a material adverse effect on our results of operations, cash flows and financial condition. The following table sets forth our historical working capital requirements and addition in property plant & equipment (or capital expenditure) for the period as indicated:

5. We will nCot receive any proceeds from the Offer for Sale portion and the same will be received by the Selling Shareholders.

6. Average cost of acquisition of Equity Shares for our Selling Shareholders in the Offer is as stated in the below table and the Offer Price is Rs.383.

Note: Average cost of acquisition of Equity Shares of the Company held by the Selling Shareholders in respect of their respective shareholding in the Company is calculated as per FIFO Method.

*As certified by N B T and Co, Chartered Accountants, pursuant to their certificate dated May 27,2024.

8. Since basic and diluted EPS for the financial year 2023 on Restated Consolidated Financial Information of the Company is negative, P/E will not be ascertainable. P/E ratio of the NIFTY 50 is 21.33.

9. Weighted Average Return on Net Worth for the Financial Years 2023, 2022 and 2021 is (38.60)%.

10. The four BRLMs associated with the Offer have handled 74 public issues in the past three financial years, out of which 21 issues closed below the Offer Price on listing date:

*Issues handled where there were no common BRLMs

The Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the 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 Net Offer was 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 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"). One-third of the Anchor Investor Portion was reserved for the domestic Mutual Funds, subject to valid Bids having been received from the domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ("Anchor Investor Allocation Price") in accordance with the SEBI ICDR Regulations. Further. 5% of the QIB Portion (other than the Anchor Investor Portion) (the Net QIB Portion") was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was 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 more than 15% of the Net Offer was available for allocation to Non-lnstitutional Bidders (out of which one-third of the portion available to Non-lnstitutional Bidders was reserved for Bidders with an application size of more than Rs. 200,000 and up to Rs. 1,000.000, and two-third was reserved for Bidders with application size of more than Rs. 1,000,000 and not more than 10% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price. All Bidders, other than Anchor Investors, were required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount ("ASBA') process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders (as defined hereinafter), as applicable, pursuant to which their corresponding Bid Amounts were blocked by the Self Certified Syndicate Banks (‘ 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 ASBAprocess. For further details, see ‘Offer Procedure" on page 439 of the Prospectus.

The Bidding for Anchor Investors opened and closed on Tuesday. May 21, 2024. Our Company received 32 Anchor Investor Application Forms from 25 Anchor Investors (including 12 domestic Mutual Funds through 19 Mutual Fund schemes) for 77,78,355 Equity Shares. The Anchor Investor Offer Price was finalized at 1383 per Equity Share. A total of 70,13,483 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 2,68,61,63,989.

The Offer received 18,97,486 applications for 94,74,31,953 Equity Shares (prior to rejections) resulting in 60.57 times subscription as disclosed in the Prospectus. 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 and as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE. on Tuesday, May 28. 2024.

INVESTORS PLEASE NOTE

The Employee Reservation as per the Prospectus was mentioned in amount terms aggregating to not more than Rs. 20.00 million, translating to 57,636 Equity Shares at Rs. 347 per Equity Share (after Employee discount of Rs. 36 per Equity Share). Valid Bids received and considered for Allotment under Employee Category were for 20,241 Equity Shares amounting to Rs. 7.02 million. The unsubscribed portion was adjusted as follows:

'* Unsubscribed portion of Employee Reservation Portion of 33.880 Equity Shares spilled over to QIBs. NIB and Retail Categories in the ratio of 75:15:10.

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. 383 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 53.63 times (including spillover from Employee category). The total number of Equity Shares allotted in the Retail Portion is 15,61,939 Equity Shares (including spillover of 3,388 Equity Shares from Employee category) to 40,049 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

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.383 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 113.46 times (including spillover from Employee category). The total number of Equity Shares Allotted in this category is 7,80,969 Equity Shares (including spillover of 1.694 Equity Shares from Employee category) to 1.430 successful Non-lnstitutional Bidders (more than Rs. 0.20 million and up to Rs. 1.00 million). The category-wise details of the Basis of Allotment are as under (Sample):

 

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 Rs. 383 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 137.98 times (including spillover from Employee category). The total number of Equity Shares Allotted in this category is 15,61,940 Equity Shares (including spillover of 3,388 Equity Shares from Employee category) to 2,860 successful Non-lnstitutional Bidders (more than Rs. 1.00 million). The category-wise details of the Basis of Allotment are as under: (Sample)

D. Allotment to Eligible Employees (after rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employees, who have bid at the Offer Price (net of Employee Discount i.e. Rs. 347 per Equity Share or above), was finalized in consultation with the NSE. This category has been subscribed to the extent of 0.35 times. The total number of Equity Shares Allotted in this category is 20,241 Equity Shares to 88 successful Eligible Employees. The category-wise details of the Basis of Allotment are as under:

Unsubscribed portion of 33,880 Equity Shares spilled over to QIBs, NIB and Retail Categories in the ratio of 75:15:10.

E. Allotment to QIBs

Allotment to QIBs, who Bid at the Offer Price of Rs. 383 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 115.65 times of the Net QIB Portion (including spillover from Employee category). As per the SEBIICDR Regulations. Mutual Funds were allotted 5% of the Equity Shares of the Net QIB Portion available, i.e., 2,35,053 Equity Shares (including spillover of 1.271 Equity Shares from Employee category) and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e.. 44,66,013 Equity Shares (including spillover of 24,139 Equity Shares from Employee category) on a proportionate basis. The total number of Equity Shares allotted in the Net QIB Portion is 47,01,066 Equity Shares, which were allotted to 170 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

F. Allotment to Anchor Investors (after rejections)

Our Company, in consultation with the BRLMs, has allocated 70,13,483 Equity Shares to 25 Anchor Investors (applied through 32 Anchor Investor Application Forms) (including 12 domestic Mutual Funds through 19 schemes) at the Anchor Investor Offer Price of Rs. 383 per Equity Share in accordance with the SEBIICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company at its meeting held on May 28. 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 various successful applicants. The Allotment Advice-cum-Unblocking Intimations and/ or notices have been dispatched to the addresses of the investors as registered with the depositories. Further, the instructions to the SCSBs for unblocking of funds, transfers to the Public Offer Account have been issued on May 29. 2024 and payment to non-Syndicate brokers have been issued on May 29, 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 May 29, 2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company has filed the listing application with the NSE and BSE on May 29, 2024. Our Company has received the listing and trading approvals from BSE and NSE and the trading will commence on May 30, 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, Bigshare Services Private Limited at www.bigshareonline.com

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 AWFIS SPACE SOLUTIONS LIMITED.

AWFIS SPACE SOLUTIONS LIMITED has filed a Prospectus dated May 27, 2024 with the RoC on May 28, 2024. The Prospectus is available on the website of SEBI at www.sebi.gov.in, on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, on the website of the Company at www.awfis.com and on the websites of the BRLMs, i.e. ICICI Securities Limited, Axis Capital Limited. IIFL Secunties Limited and Emkay Global Financial Services Limited at www.icicisecurities.com, www.axiscapital.co.in, www.iiflcap.com and www.emkayglobal.com. respectively. Any potential investor should note that investment in Equity Shares involves a high degree of risk and for details relating to such risks, please see the section titled"Risk Factors' beginning on page 36 of the Prospectus.

This announcement is not an offer of securities for sale in the United States or elsewhere. This announcement has been prepared for publication in India only and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act') 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 state secunties laws. Accordingly, the Equity Shares are only being offered and sold outside the United States in 'offshore transactions' as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. There will be no offering of securities in the United States.