DCX Systems IPO Basis of Allotment

DCX SYSTEMS LIMITED

Our Company was incorporated as "DCX Cable Assemblies Private Limited" on December 06, 2011. at Bengaluru. Karnataka as a private limited company under the Companies Act, 1956, pursuant to a certificate of in Karnataka ("RoC") Thereafter, the name of our Company was changed to DCX Systems Private Limited pursuant to a special resolution dated November 24, 2021. passed by our shareholders and a fresh certificate of into by the RoC on January 3, 2022. Pursuant to the conversion of our Company to a public limited company, in accordance with the special resolution passed by our Shareholders dated February 2, 2022, the name of our Company RoC issued a fresh certificate of incorporation on February 18, 2022. For details of the change in the name and the registered office of our Company, see "History and Certain Corporate Matters" on page 198 of the prospectus

Our Company has filed the Prospectus with the RoC on November 5, 2022 and the Equity Shares are proposed to be listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and trading will commence on or about Friday, November 11, 2022.

INITIAL PUBLIC OFFERING OF 24,154,587 EQUITY SHARES OF FACE VALUE OF Rs2.00 EACH ("EQUITY SHARES") OF DCX SYSTEMS LIMITED (OUR "COMPANY" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs 207 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 205 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO Rs 5,000.00 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 19,323,671 EQUITY SHARES BY OUR COMPANY AGGREGATING TO Rs 4,000.00 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 4,830,916 EQUITY SHARES AGGREGATING TO Rs 1,000.00 MILLION COMPRISING AN OFFER FOR SALE OF 2,415,458 EQUITY SHARES AGGREGATING TO Rs 500.00 MILLION BY NCBG HOLDINGS INC., 2,415,458 EQUITY SHARES AGGREGATING TO Rs 500.00 MILLION BY VNG TECHNOLOGY PRIVATE LIMITED (COLLECTIVELY, THE "PROMOTER SELLING SHAREHOLDERS", AND EACH INDIVIDUALLY, AS A "PROMOTER SELLING SHAREHOLDER" AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE PROMOTER SELLING SHAREHOLDERS, THE "OFFER FOR SALE"). THE OFFER CONSTITUTES 24.97% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITALOF OUR COMPANY.

The three BRLMs associated with the Offer have handled 58 public issues in the Fiscal 2023, Fiscal 2022, Fiscal 2021 and Fiscal 2020, out of which 25 issues closed below the offer price on the listing date.

The Price/Earnings ratio based on diluted EPS for Fiscal 2022 for our Company at offer price is 22.52 as compared to the average industry peer group PE ratio as on the date of Prospectus is 62.94.

Weighted Average Return on Net Worth for Fiscals 2022, 2021, and 2020 is 58.41 %. For further details, see "Basis for the Offer Price" beginning on page 112 of the Prospectus.

Average cost of acquisition of Equity Shares for the Promoter and Promoter Selling Shareholders ranges from Rs 0.50 per Equity Share to Rs 7.05 per Equity Share and Offer Price is Rs 207 per Equity Share.

Our business is dependent on the sale of our products and services to our key customers. Our top three customers accounted for 73.26%, 86.90%, 80.55%, 85.70% and 96.83% of our revenue from operations in Fiscal 2020, 2021 and 2022 and in the three months ended June 30,2021 and June 30, 2022, respectively. The loss of one or more such customers or a reduction in their demand for our products could adversely affect our business, results of operations, financial condition and cash flows.

Our revenue from operations depends significantly on offset defence contracts. Any changes in the offset defence policy or a decline or reprioritisation of funding in the Indian defence budget, or delays in the budget process could adversely affect our ability to grow or maintain our sales, earnings, and cash flow.

Our current order book may not necessarily translate into future income in its entirety. Some of our current orders which we have received may be modified, cancelled, delayed, put on hold or not fully paid for by our customers, which could adversely affect our results of operations.

Details of weighted average cost of acquisition of all Equity Shares transacted in last three years and one year preceding the date of the Prospectus:

Note: The acquisition price of 10,00 represents Equity Shares that were allotted pursuant to bonus issue as approved by the resolution of the Shareholders passed in the extra ordinary general meeting held on January 27, 2022. For details, see "Capital Structure'' on page 84 of the Prospectus.

* Pursuant to toe Shareholders' resolution dated January 25, 2022, each full paid-up equity share of our Company of face value of Rs 10 was sub-divided into five Equity Shares of our Company of face value of Rs 2 each. Range of acquisition price js adjusted for afore said split of equity shares.

The Offer has been 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 SEBIICDR Regulations, wherein not less than 75.00% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers "QIBs", the QIB Portion"). Our Company, in consultation with the BRLMs, allocated 60.00% of the QIB Portion to Anchor Investors on a discretionary basis (the ‘Anchor Investor Portion"), out 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, in accordance with the SEBI ICDR Regulations. Further, 5.00% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only, and the Net QIB Portion was made 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. However, if the aggregate demand from Mutual Funds was less than 5.00% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining QIB Portion for proportionate allocation to QI Bs, Further, not more than 15,00% of the Offer was made available for allocation to Non-Institutional Bidders, of which (a) one third of such portion was made available for applicants with application size of more than Rs 200,000 and up to Rs 1,000,000; and (b) two third of such portion was made available for applicants with application size of more than Rs1,000,000, provided that the unsubscribed portion in either of such sub- categories could be allocated to applicants in the other sub-category of non-institutional investors and not more than 10.00% of the Offer was made available for allocation to Retail Individual Bidders ("RIBs") in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price All Bidders, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount (‘ASBA') process, providing details of their respective bank accounts (including UPI ID in case of UPI Bidders) in which the Bid Amount were blocked by the SCSBs or by the Sponsor Banks under the UPI mechanism, as applicable, to participate in the Offer, Anchor Investors were not permitted to participate in the Offer through the ASBA process, For details, see "Offer Procedure" beginning on page 360 of the Prospectus.

The bidding few Anchor Investor opened and dosed on Friday, October 28, 2022. The company received 12 applications from 11 anchor investors for 1,13,52,672 equity shares. The Anchor investor price was finalized at Rs 207 per Equity Share. A total of 10,869,564 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs 2,249,999,748.00

The Offer received 18,51,851 applications for 1,02,69,91,368 Equity Shares (prior to technical rejections) resulting in 42,5174 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 BSE, on November 7, 2022.

A. Allotment to Retail Individual Bidders (after technical 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 207 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 63.70 times. The total number of Equity Shares Allotted m Retail Portion is 24,15,458 Equity Shares to 33,548 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment areas under:

B. Allotment to Non-Institutional Bidders (Upto Rs10 lacs)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs 207 per Equity Share, was finalized in consultation with BSE. The Non-Institutional Portion has been subscribed to the extent of 43.36 times. The total number of Equity Shares Allotted in this category is 12,07,729 Equity Shares to 1,198 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 207 per Equity Share, was finalized in consultation i subscribed to the extent of 47.38 times. The total number of Equity Shares Allotted in this category Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as with BSE. The Non-Institutional Portion has been subscribed to the extent of 47.38 times. The total n category is 24,15,459 Equity Shares to 2,396 successful Mon-Institutional Bidders. The category-wise

D. Allotment to QlBs Allotment

To QIBs, who have Bid at the Offer Price of Rs 207 per Equity Share, has been done on a proportionate basis in consultation with BSE, This category has been subscribed to thee xtent of 90.99 times of QIB Portion, As per the SEBI ICDR Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 3,62.319 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 68,84,058 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 72,46,377 Equity Shares, which were allotted to 108 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

E. Allotment to Anchor Investors

The Company, in consultation with the BRLMs. have allocated 1,08,69,564 Equity Shares to 11 Anchor Investors (through 12 Applications) at the Anchor Investor Offer Price of Rs 207 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The Board of Directors of our Company on November 7, 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 Refund Intimations and/or notices are being 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 and transfer to Public Offer Account have been issued on November 7, 2022 and payment to non-Syndicate brokers have been issued on November 8, 2022 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 9, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on November 9, 2022. The Company has received listing and trading approval from NSE and BSE and the trading will commence on or about November 11, 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 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:

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, Lai Bahadur Shastri Marg,

Vikhroli (West), Mumbai - 400 083, Maharashtra. India

Tel: +91 22 4918 6200

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

Investor Grievance E-mail: dcxsystms.ipo@linkintime.co.in

Website: www.Linkintime.co.in

Contact Person: Shanti Gopalkrishnan

SEBI Registration No.: INR000004068

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 DCX SYSTEMS LIMITED.

OCX SYSTEMS LIMITED has filed the Prospectus dated November 4, 2022 with RoC The Prospectus is available on the website of SEBI at www.sebi.gov.in , websites of the Stock Exchanges i e BSE and NSE at www.bseindia.com   and www.nseindia.com , respectively, and is available on the websites of the BRLMs, i.e., Edelweiss Financial Services Limited, Axis Capital Limited and Saffron Capital Advisors Private Limited at www.edelweissfm.com . www.axiscapltal.co .in and www.saffronadvisor.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 27 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