Cello World Limited IPO Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSESONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT ANDDOESNOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE. PURCHASE OR SUBSCRIBE TO SECURITIES NOTFOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA INITIAL PUBLIC OFFER OF EQUITY SHARES ON THE MAIN BOARD OF THE STOCK EXCHANGES IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2018. AS AMENOED ("SEBIICDR REGULATIONS').

Our Company was incorporated as 'Cello World Private Limited¹, as a private limited company under the Companies Act 2013. pursuant to a certificate of incorporation dated July 25.2018. issued by tne Registrar of Companies. Central Reparation Centre Thereafter, the Registered Office of our Company was changed from the State of Maharashtra to the Uron Territory of Daman and Dm and a certifcate of registrabon of the regional Orector order, for change of State dated April 8.2020. was issued by the Registrar of Companies. Goa at Daman and Dtu. Goa (' RoC') Subsequently, upon the conversion of oi* Company into a pubic limited company, pursuant to a special resolution passed by our Shareholders on June 12.2023. the name of our Company was changed to Ce*> World Limited" and a fresh certificate of incorporation dated July 18,2023 was issued by the RoC For further details of change m name and Registered Office of our Company, please refer to the section titled "History and Certain Corporate Matters - Brief history of our Company' and History and Certain Corporate Matters - Oranges m fhe Registered Office of our Company' on page 227 of the prospectus of our Company dated November 1,2023 filed wth the RoC ('Prospectus')

OUR COMPANY HAS DECIDED TO VOLUNTARILY ADOPT THE TIMELINE FOR LISTING ITS EQUITY SHARES ("EQUITY SHARES") WITHIN THREE WORKING DAYS OF THE BID/OFFER CLOSING DATE IN ACCORDANCE WITH THE SEBI CIRCULAR NO. SEBI/HO/CFD/TPD1/CIR/P/2023/140 DATED AUGUST 9, 2023 ("SEBI T+3 CIRCULAR"). ACCORDINGLY, THE LISTING AND COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE") AND THE BSE LIMITED ("BSE", TOGETHER WITH NSE, THE "STOCK EXCHANGES") SHALL BE ON MONDAY, NOVEMBER 6,2023

Investors may note the following:

Pursuant to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,2023, SEBI has made applicable the reduced timeline for listing of shares through public issues from the existing T+6 days to T*3 days in two phases i.e. (I) voluntary for all public issu s opening on or after September 1,2023; and (ii) mandatory for all public issues opening on or after December 1.2023. As per the Red Herring Prospectus of our Company dated October 21,2023 ("RHP") and the Prospectus, the commencement of trading of the Equity Shares on the Stock Exchanges was scheduled on or about Thursday. November 9.2023. Howevor, our Company has decided to voluntarily adopt tho T*3 timeline in terms of the SEBI T+3 Circular and as a rosult tho listing and commencement of trading of the Equity Shares on the Stock Exchanges shall be on Monday, November 6,2023. The indicative timelines mentioned in the section titled "Terms of the Offer-Bid'Offer programme" on page 524 of both the RHP and the Prospectus stands updated as below:

INITIAL PUBLIC OFFER OF 29.337,023 EQUITY SHARES Of FACE VALUE OF 7 5 EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF 7 648* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 7 643 PER EQUITY SHARE) ('Of FER PRICE') THROUGH AN OFFER FOR SALE ("OFFER") OF 29,337,023 EQUITY SHARES AGGREGATING TO 719.000.00 MILLION. COMPRISING 4.632.162 EQUITY SHARES AGGREGATING TO 7 3.000 00 MILLION BY PRADEEP GHISULAL RATHOO, 11.364,236 EQUITY SHARES AGGREGATING TO 7 7.360.00 MILLION BY PANKAJ GHISULAL RATHOD. 7.164,410 EQUITY SHARES AGGREGATING TORs. 4,640.00 MILLION BY GAURAV PRADEEP RATHOD (COLLECTIVELY. REFERRED TO AS THE "PROMOTER SELUNG SHAREHOLDERS"), 3,088.107 EQUITY SHARES AGGREGATING TO 7 2.000 00 MILLION BY SANGEETA PRADEEP RATHOD 1.544.054 EQUITY SHARES AGGREGATING TO 71.000 00 MILLION BY BABITA PANKAJ RATHOD AND 1.544.054 EQUITY SHARES AGGREGATING TO 71.000.00 MILLION BY RUCHI GAURAV RATHOO (COLLECTIVELY REFERRED TO AS THE "OTHER SELUNG SHAREHOLDERS"), (OTHER SELLING SHAREHOLDERS TOGETHER WITH PROMOTER SELLING SHAREHOLDERS, COLLECTIVELY REFERRED TO AS THE "SELLING SHAREHOLDERS" AND SUCH EQUITY SHARES OFFEREO BY THE SELUNG SHAREHOLDERS, THE "OFFERED SHARES').

THE OFFER INCLUDES A RESERVATION OF 170,357 EQUITY SHARES. AGGREGATING TO 7 100.00 MILLION (CONSTITUTING 0.08% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION ). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS "NET OFFER" OUR COMPANY (ACTING THROUGH THE IPO COMMITTEE). IN CONSULTATION WITH THE BOOK RUNNING LEAO MANAGERS, OFFERED A DISCOUNT OF 7 61 PER EQUITY SHARE TO EUGIBLE EMPLOYEES BIDDING UNOER THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT"). THE OFFER AND NET OFFER SHALL CONSTITUTE 13.82% AND 13.74%, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. RESPECTIVELY.

M DISCOUNT OFRs. 61 PER EQUITY SHARE WAS OFFERED TO EUGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION

-A DISCOUNT OFT (I PER EQUITY SHARE WAS OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.

1. Trademark risk: We do not own the trademark for our key brands, including "Cello", "Unomax", "Kleeno", "Puro" and their respective logos. Such trademarks are registered in the name of Cello Plastic Industrial Works, a member of our Promoter Group and a partnership firm owned and controlled by our Promoters. If we are unable to renew the relevant agreements that grant us the license to use these trademarks and logos, our business, results of operations and financial condition may be adversely affected. Further, the "Cello" brand name is also used by one of our competitors for its writing instruments business. Any adverse impact on the "Cello" brand name due to the actions of such competitor, which utilizes the brand name, may adversely affect our reputation and business.

2. Raw material dependency risk: We depend entirely on third-party suppliers for the supply of raw materials, including plastic granules and plastic polymer which are the most consumed raw materials in the production of our products. Our business is susceptible to fluctuations in raw material prices. The tables below represent our cost of materials consumed as a percentage of our total expenses for the periods indicated:

Below table provides for cost of consumption of plastic granules and plastic polymer as a percentage of cost of materials consumed for the periods indicated:

4. Dependency on third-party contract manufacturers: We source certain products such as steel and glassware products from third-party contract manufacturers primarily located in China. If we are unable to source adequate quantities of such products in a timely manner from our existing suppliers in the future, we will be unable to find alternative manufacturers at acceptable prices and quality levels or at all. Set forth below are the details of the sale of steel and glassware products supplied to us by third-party contract manufacturers for the periods indicated:

Further, below are the details of our contract manufacturers for the periods indicated:

5. Offer related risk: The Offer comprised an Offer for Sale by the Selling Shareholders and our Company did not receive any part of the proceeds of the Offer.

6. Brand and reputational risk: Our ability to maintain a strong brand reputation is dependent on the public perception and recognition of the quality of our products, range of product portfolio, pricing of products, market penetration, accessibility of products and marketing initiatives. A loss of trust in our products by consumers or by our distribution network or partners could adversely affect our brand reputation and subject us to additional risks and scrutiny.

7. Delayed statuory dues payment risk: There are certain instances of delays in payment of statutory dues by us with respect to GST, TDS, tax collected at source, employee provident fund contributions, professional tax, ESIC, labour welfare fund contributions amongst others. The table below represents the delays in payments of statutory dues by us for the period indicated:

8. Seasonality Risk: Our business is subject to seasonality as we see higher demand of our products from our customers during the festive seasons. Further, our products also face varied demand based on weather conditions across the seasonal cycles.

9. Counterfeit and passing-off risk: Our business may be adversely impacted by sale of counterfeit products and passing-off which may reduce our sales and harm our brands, adversely affecting our results of operations, financial condition and cash flows.

10. The average cost of acquisition of Equity Shares for selling shareholders is negligible and the Offer Price is Rs. 648 per Equity Share.

11. The five Book Running Lead Managers associated with the Offer have handled 95 public issues in the past three Financial Years, out of which 28 issues closed below the issue price on the listing date:

12. The weighted average cost of acquisition of all shares transacted in past one year, 18 months and three years preceding the date of the Prospectus:

13. Market Risk: The Offer Price of our Equity Shares, our market capitalization to revenue from operations for FY 2023 and our price-to-earnings (PIE) ratio at Offer price may not be indicative of the market price of our Equity Shares after the Offer.

Notes:

Market capitalization has been computed as the product of number of shares outstanding as on the date of RHP with the Floor Price or Cap Price, as applicable.

Revenue from Operations are for the Financial Year ended March 31,2023.

P/E Ratio has been computed based on the Floor Price or Cap Price, as applicable, divided by the Diluted EPS for the Financial Year ended2023.

P/E ratio for the Industry peers are computed based on closing market price as on October 19,2023 at NSE or BSE, as the case may be, divided by Diluted EPS (on consolidated basis) based on the annual report of the company for the Financial Year2023.

Cap Price is also the Offer Price.

14. Weighted Average Return on Net Worth for Financial Year ended 2023, 2022 and 2021 is 35.60%.

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 SEBIICDR Regulations and in compliance with Regulation 6{1) of the SEBI ICDR Regulations, wherein not more than 50.00% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs". and such portion. "QIB Portion") provided that our Company (acting through the IPO Committee), in consultation with the BRLMs, allocated up to 60.00% 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 having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5.00% 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 QIB Bidders (other than Anchor Investors) including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15.00% of the Net Offer was available for allocation to Non-lnstitutional Bidders ("NIBs") out of which (a) one third of such portion was reserved for applicants with application size of more than Rs. 0.20 million and up to 7 1.00 million; and (b) two third of such portion was reserved for applicants with application size of more than 7 1.00 million, provided that the unsubscribed portion in either of such subcategories could have been allocated to applicants in the other sub-category of Non-lnstitutional Bidders. Further, not less than 35.00% of the Net Offer was available for allocation to Retail Individual Bidders ("RIBs") 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 were allocated to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price (net of Employee Discount) . All Bidders (except Anchor Investors) were required to mandatory utilise the Application Supported by Blocked Amount ('ASBA') process by 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 was blocked by the SCSBs or under the UPI Mechanism, as the case maybe, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, please refer to the section titled "Offer Procedure" on page 533 of the Prospectus.

The Bidding for Anchor Investors opened and dosed on Friday, October 27,2023. Our Company received 39 applications from 35 Anchor Investors (including 8 domestic mutual funds through 11 Mutual Fund schemes) for 9,163,154 Equity Shares. The Anchor Investor Offer Price was finalized at 7 648 per Equity Share. A total of 8,749,999 Equity Shares were allocated under the Anchor Investor Portion aggregating to 75,669,999,352.

The Offer received 1,304.019 applications for 868,314,446 Equity Shares (prior to rejections) resulting in 29.60 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

Asummary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date 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 Thursday, November 2.2023.

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.648 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 3.17 times. The total number of Equity Shares Allotted in the Retail Portion is 10,208,334 Equity Shares to 443,840 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.648 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 16.96 times. The total number of Equity Shares Allotted in this category is 1,458,333 Equity Shares to 4,528 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-lnstitubonal Bidders (more than 1.00 million), who have bid at the Offer Price of Rs. 648 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 28.19 times. The total number of Equity Shares Allotted in this category is 2,916,667 Equity Shares to 9,057 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. 587 per Equity Share or above), was finalized in consultation with the NSE. This category has been subscnbed to the extent of 1.05 times on an overall basis. The total number of Equity Shares Allotted in this category is 170,357 Equity Shares to 417 successful Eligible Employees. The category-wise details of the Basis of Allotment are as under

Eligible Employees below Rs. 0.20 million

Eligible Employees between Rs. 0.20 million toRs. 0.50 million

E. Allotment to QIBs (after rejections)

Allotment to QIBs, who Bid at the Offer Price of 7 648 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 122.89 times of the Net QIB Portion. As per the SEBIICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of the Net QIB Portion available, i.e., 291.667 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e.. 5.541.666 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the Net QIB Portion is 5,833,833 Equity Shares, which were allotted to 148 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

F. Allotment to Anchor Investors

Our Company (acting through the IPO Committee), in consultation with the BRLMs, has allocated 8,749,999 Equity Shares to 35 Anchor Investors (through 39 Anchor Investor Application Forms) (including 8 domestic Mutual Funds through 11 schemes) at the Anchor Investor Offer Price of Rs.648 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The Board of Directors of our Company at its meeting held on November 2,2023 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 Self Certified Syndicate Banks for unblocking of funds, transfers to the Public Offer Account have been issued on November 2,2023 and payment to non-Syndicate brokers has been issued on November 3.2023. 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 3,2023 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 November 3.2023. Our Company has received the listing and trading approval from NSE and BSE and the trading will commence on November 6.2023.

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 i.e. 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 CELLO WORLD LIMITED.

CELLO WORLD LIMITED has filed a Prospectus dated November 1,2023 with the RoC and the Securities and Exchange Board of India ("SEBI"). 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.corporate.celloworld.com, and on the websites of the BRLMs i.e., Kotak Mahindra Capital Company Limited at https://investmentbank.kotak.com. ICICI Securities Limited at wkvkv.icicisecurities.com, IIFL Securities Limited at www.iiflcap.com, JM Financial Limited at wkVkv.jmfl.com and Motilal Oswal Investment Advisors Limited at wvm.motilaioswaigroup.com. Any 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 Facfors"beginning on page 36 of the Prospectus.

The Equity Shares offered in the Offer have not been, and will not be, registered under the United States 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 subject to, the registration requirements of the Securities Act, and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (i) within the United States solely to persons who are reasonably believed to be "qualified institutional buyers' (as defined in Rule 144A under the Securities Act) under Section 4(a) of the Securities Act. or (ii) outside the United States in offshore transactions" as defined in and in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. There will be no public offering of Equity Shares in the United States.