IndoStar Capital Finance IPO Basis of Allotment

INDOSTAR CAPITAL FINANCE LIMITED

Our Company was incorporated as 'R V Vyapaar Private Limited' a private limited company under the Companies Act, 1956, with a certificate of incorporation issued by the Registrar of Companies, West Bengal on july 21,2009, For business and commercial reasons, the name of our Company was subsequently changed to 'IndoStar Capital Finance Private Limited' pursuant to a special resolution passed by the Shareholders of our Company on November 8, 2010, A fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies, West Bengal on November 15,2010. There after, our Company was converted into a public Limited company under the Companies Act, 2013 pursuant to a special resolution passed by the shareholder of our Company on April 30,2014.Consequently, the name of our Company was changed to IndoStar Capital Finance Limited' and a fresh certificate of incorporation was issued by the Registrar of Companies, West Bengal on May 28,2014. Further, the registered office of our Company was changed from West Bengal to Maharashtra pursuant to a special resolution passed by the shareholders of our Company on February 16,2015. Subsequently, an order dated August 25,2015 was issued by Regional Director (Eastern Region), Ministry of Corporate Affairs, Kolkata confirming the change in the registered office of the Company from the state of West Bengal to the state of Maharashtra and a certificate of registration of the order, dated September 8,2015 was issued by the RoC. For details of changes in the name and registered office address of our Company, see 'History and Certain Corporate Matters'on page 186 of the Prospectus dated May 14, 2018 registered with the Registrar of Companies Maharashtra at Mumbai ('RoC') on May 15, 2018 ('Prospectus').

Registered and Corporate Office: One Indiabulls Center, 20th Floor, Tower 2A, Jupiter Mills Compound, Senapati Bapat Marg, Mumbai 400 013, Maharashtra, India; Telephone: +91 22 4315 7000; Facsimile: +91 22 4315 7010; Contact Person: Jitendra Bhati, Company Secretary and Compliance Officer; Telephone: + 91 22 4315 7000; Facsimile: +91 22 4315 7010; E-mail: investor.relations@indostarcapital.com;
Website: www.indostarcapital.com; Corporate Identity Number: U65100MH2009PLC268160.

PROMOTER OF OUR COMPANY: INDOSTAR CAPITAL

The Equity Shares will be listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') and the trading will commence on May 21,2018.

BASIS OF ALLOTMENT

INITIAL PUBLIC OFFERING OF 32,237,762 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ('EQUITY SHARES') OF INDOSTAR CAPITAL FINANCE LIMITED (OUR 'COMPANY' OR THE 'ISSUER') FOR CASH AT A PRICE OF RS 572 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS 562 PER EQUITY SHARE (THE 'OFFER PRICE'), AGGREGATING TO RS 18,440.00 MILLION (THE 'OFFER') COMPRISING OF A FRESH ISSUE OF 12,237,762 EQUITY SHARES BY OUR COMPANY AGGREGATING TO RS 7,000.00 MILLION (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 20,000,000 EQUITY SHARES AGGREGATING TO RS 11,440.00 MILLION BY THE SELLING SHAREHOLDERS, COMPRISING AN OFFER FOR SALE OF. 18,508,407 EQUITY SHARES AGGREGATING TO RS 10,586.81 MILLION BY INDOSTAR CAPITAL ('PROMOTER SELLING SHAREHOLDER') AND AN OFFER FOR SALE OF 1,491,593 EQUITY SHARES AGGREGATING TO RS 853.19 MILLION BY THE OTHER SELLING SHAREHOLDERS (AS DEFINED IN THE PROSPECTUS, TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE 'SELLING SHAREHOLDERS', AND SUCH OFFER FOR SALE, THE 'OFFER FOR SALE'). THE OFFER CONSTITUTES 35.37% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARE IS RS 10 EACH.
THE ANCHOR INVESTOR OFFER PRICE IS RS 572 PER EQUITY SHARE.
THE OFFER PRICE IS RS 572 FER.EQUITY SHARE. WHICH IS 57.2 TIMES THE FACE VALUE OF THE EQUITY SHARE.

Risks to Investors:

• The 5 Book Running Lead Managers associated with the Offer have handled 42 public issues in the past three years out of which 9 piblic issues closed below the issue price on listing date.
• The average cost of acquisition per Equity Share for the Promoter Selling Shareholder and Other Selling Shareholders ranges from Rs 130 to Rs 133.27. The Offer Price at the upper end of the price band is Rs 572 per Equity Share.
• Weighted Average Return on Networth for Fiscal 2017, Fiscal 2016 and Fiscal 2015 based on Restated Consolidated Financial Statements Is 11.62%. This Is lower than the average return on net worth of the industry peer group, which is 12.07% on consolidated basis for fiscal 2017.

BID/OFFER PROGRAMME:
BID/OFFER OPENED ON WEDNESDAY, MAY 9, 2018 | BID/OFFER CLOSED ON FRIDAY, MAY 11, 2018
ANCHOR INVESTOR BIDDING DATE : TUESDAY, MAY 8,2018

The Offer was made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the 'SEBI ICDR Regulations'), wherein 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIBs'). Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least 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. Such number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion was available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further not less than 15% of the Offer was made available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Offer was made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price such that subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis. All Bidders, other than Anchor Investors.were required to participate in the Offer mandatorily through the Applications Supported by Blocked Amount ('ASBA') process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the self certified syndicate banks. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see 'Offer Procedure' on page 380 of the Prospectus.

The bidding for Anchor Investor opened and closed on May 8,2018. The Company received 48 applications from 27 anchor investors for 9,965,020 Equity Shares.The Anchor Investor Allocation Price was finalized at Rs 572 per Equity Share.A total of 9,671,328 Equity Shares were allocated under the Anchor Investor Portion aggregating toRs 5,532.00 million. The Offer (excluding Anchor Investors) received 555,844 applications for 152,864,166 Equity Shares (after removal of duplicate bids, multiple bids, but prior to technical rejections) resulting in 6.7740 times subscription. The details of 'the applications received in the Offer from various categories are as under (after removal of duplicate bids, multiple bids,but prior to 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 Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on May 16,2018.
A. Allotment to Retail Individual Investors (AfterTechnical Rejections)
The Basis of Allotment to the Retail Individual Investors, who have Bid at cut- off or the Offer Price of Rs 572 per Equity Share was finalized in consultation with NSE. The category has been subscribed to the extent of 1.4002 times (after removing technical rejections, duplicate and multiple bids). The total number of Equity Shares Allotted in this category was 11,283,217 Equity Shares to 433,969 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non Institutional Investors (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Investors, who have Bid at the Offer Price of Rs 572 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 7.8493 times (after removing technical rejections, duplicate and multiple bids). The total number of Equity Shares Allotted in this category is 4,835,665 Equity Shares to 458 successful applicants. The category-wise details of the Basis of Allotment on a sample basis (selected with no defined methodology) are as under:

C. Allotment to QIBs (After Technical Rejections)
The Basis of Allotment to QIBs who have Bid at the Offer Price of Rs 572 per Equity Share has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 15.3408 times of the QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were Allotted 322,378 Equity Shares of QIB Portion, and other QIBs, including Mutual Funds, were Allotted the remaining available 6,125,174 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB category is 6,447,552 Equity Shares, which were allotted to 57 successful. Applicants. The cateaorv-wise details of the Basis of Allotment are as under:

D. Allotment to Anchor Investors
The Company and Promoter Selling Shareholder in consultation with the BRLMs have allocated 9,671,328 Equity Shares to 27 Anchor Investors who have applied through 48 applications at the Anchor Investor Offer Price of Rs 572 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60 % of the QIB Category.

The IPO Committee of the Company at its meeting held on May 17, 2018, has noted the Basis of Allotment of the Equity Shares approved by the Designated Stock Exchange, being NSE and Allotted theEquity Shares to various successful Bidders. The Allotment Advice-cum-Refund lntimations are being dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs for unblocking of funds and transfer to the Public Offer Account, as applicable have been issued on May 17,2018 and payment to Non Syndicate Registered Brokers have been issued on May 17,2018. The Equity Shares Allotted to the successful Applicants have been credited on May 17,2018 to their beneficiary accounts subject to validation of the account details with the depositories concerned. In case the unblocking of funds or credit of shares is not received within ten days, investors may contact the Registrar to the Offer at the address given below.
The Company has filed the Listing application with NSE and BSE on May 17,2018. The Company has received listing and trading approval from NSE and BSE and the trading will commence on May 21,2018.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the Allotment made shall be hosted on the website of 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, L.B.S. Marg, Vikhroli (West),Mumbai 400 083, Maharashtra, India
Telephone: +91 22 4918 6200; Facsimile: +91 224918 6195; E-mail: indostar.ipo@linkintime.co.in
Investor grievance E-mail: indostar.ipo@linkintime.co.in; Website: www.linkintime.co.in
Contact Person: Shanti Gopalkrishnan; SEBI Registration No.: INR000004058