Matrimony IPO Basis of Allotment

MATRIMONY.COM LIMITED

Our Company was incorporated as 'Matrimony Servicas.com Private Limilad'. a private limited company under tha Companies Act, 1956 on July 13. 2001. at Chennai, Tamil Nadu. The nemo of our Company was subsequently changed to 'Bharalmatrimony.com Private Limited' pursuam to a resolution passed by the shareholders of our Company on December 5.2003. A fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies. Tamil Nadu ('RoC')on December 15.2003. The name of our Company was further changed to 'Consim In to Private Limited pursuant to a special resolution of the shareholders of our Company dated August 30, 2007 and a fresh certificate of incorporation was issued by the RoC on September 27.2007. Subsequently, the name of our Company was changed to 'Matrimony.com Privata Limited' pursuant to a special resolution of the shareholders of our Company dated July 27,2012 and a fresh certificate of ' incorporation was issued by the RoC on August 17,20t2. Subsequently, upon conversion to a public limited company pursuant to a special resolution of the shareholders of aur Company dated December 2,2014 the name of our Company was changed to Matrimony.com Limited and a fresh certificate of incorporation was issued by the RoC on January 2, 2015,

Registered Office and Corporate Office; TVH Beliciaa Towers. Tower II. 10th floor, No. 94. MRC Nagar. Mandaveli. Chennai-600028 For information in relation to changes in our name and registered office, see 'History and Certain Corporate Matters' beginning on page 161 of the Prospectus.Telephone: +91 44 2463 1500; Facsimile; +91 44 263 1777; Contact Person; S.Vijayanand, Company Secretary and Compliance Officer. Telephone; +91 44 2463 1613; Facsimile; +91 44 2463 1777; E-mail; compliance@matrimony.com: Website: www.matrimony.com. CIN: U63090TN2001PLC047432

PROMOTER OF OUR COMPANY; MURUGAVEL JANAKIRAMAN

Our Company has filed the Prospectus dated September 14,2017 with the Registrar of Companies. Tamil Nadu at Chennai (the 'prospectus') and the Equity Shares are proposed to be listed on the BSE Limited ('BSE') and the National Stor Exchange of India Limited ('NSE') and the trading will commence on September 21,2017.

BASIS OF ALLOTMENT

INITIAL PUBUC OFFERING OF 5,102,151 EQUITY SHARES^ OF FACE VALUE OF RS 5.00 EACH {'EQUITY SHARES') OF MATRIMO NY. COM LIMITED (OUR 'COMPANY' OR THE 'ISSUER') FOR CASH AT A PRICE OF RS 985 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS 980 PER EQUITY SHARE, AGGREGATING TO RS 4,968.77 MILLION' (THE 'OFFER') COMPRISING A FRESH ISSUE OF 1,334,897 EQUITY SHARES BY OUR COMPANY AGGREGATING TO RS 1,300.00 MILLION (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 3,767,254 EQUITY SHARES AGGREGATING TO RS 3,668.77 MILLION^ (COMPRISING OFFER FOR SALE OF 1.461.006 EQUITY SHARES BY BESSEMER INDIA CAPITAL HOLDINGS II LTD AGGREGATING TO RS 1,422.81 MILLION, OFFER FOR SALE OF 155,760 EQUITY SHARES BY MAYFIELD XII, MAURITIUS AGGREGATING TO RS 151.69 MILLION, OFFER FOR SALE OF 1,683,207 EQUITY SHARES BY CMDB II AGGREGATING TO RS 1,639,21 MILLION, OFFER FOR SALE OF 384,447 EQUITY SHARES BY MURUGAVEL JANAKIRAMAN ('PROMOTER SELLING SHAREHOLDER') AGGREGATING TO RS 374.40 MILLION AND OFFER FOR SALE OF 82,834 EQUITY SHARES BY INDRANI JANAKIRAMAN (A MEMBER OF OUR PROMOTER GROUP) AGGREGATING TO RS 80.67 MILLION (COLLECTIVELY. THE 'SELLING SHAREHOLDERS') (COLLECTIVELY THE 'OFFER FOR SALE'). THE OFFER INCLUDES A RESERVATION OF 5,636 EQUITY SHARES'AGGREGATING TO RS 5 MILLION FOR ELIGIBLE EMPLOYEES (THE 'EMPLOYEE RESERVATION PORTION'). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE 'NET OFFER', THE OFFER AND THE NET OFFER SHALL CONSTITUTE 22.58% AND 22.56% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTlVELY.

THE FACE VALUE OF EQUITY SHARES IS RS 5 EACH. THE ANCHOR INVESTOR OFFER PRICE IS RS 985 PER EQUITY SHARE. THE OFFER PRICE IS RS 985 PER EQUITY SHARE, WHICH IS 197 TIMES THE FACE
VALU E OF THE EQUITY SHARE.

*A discount of Rs 98 to the Offer Price has been offered to Retail Individual Bidders ('Retail Discount') and Eligible Employees Bidding in tha Employee Reservation Portion ('Employee Discount').^ The number of Equity Shares issued by the Company towards the Fresh Issue and the aggregate amounts raised in the Fresh Issue and the Offer for Sale are based on the Basis of Allotment finalized in consultation with BSE and are marginally different from the disclosures in the Prospectus,

Risks to Investors:

i. The two Booh Running Lead Managers associated with the Offer have handled 37* public offers in the past three years, out of which 10 offers dosed below the offerprice on listing date,

ii. Weighted Average Return on Net Worth for Fiscal 2017,2016 and 2015 is (15.02)% on a consolidated basis.

iii. The price/earnings ratio based on diluted EPS of Rs 20.40 on consolidated basis and of Rs 10,50 on unconsolidated basis in Fiscal 2017 for the issuer at the upper end of the Price band is as high as 48.25 on consolidated basis and 93,81 on unconsolidated basis, respectively as compared to the NIFTY 50 price earnings ratio of 21.56 (as on March 31, 2017) as there is no comparative listed industry peers in the same segment/business.

iv. The average cost of acquisition of Equity Shares for Murugavel Janakiraman (our Promoter Selling Shareholder) is Rs 3.03, Bessemer India Capital Holdings II Ltd Is Rs 307.96, May field XII, Mauritius Is Rs 230.47, CMDB II is Rs 931.67, Indrani Janakiraman is Rs 0.04 and the Offer Price at upper end of the Price Band is significantly high at Rs 985.
*As of date of Prospectus

BID PROGRAMME:
BID/OFFER OPENED ON SEPTEMBER 11 2017 BID/OFFER CLOSED ON SEPTEMBER 13, 2017
ANCHORE INVESTOR BIDDING DATE: SEPTEMBER 5, 2017

This Offer has been made pursuant to Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957. as amended ('SCRR'). The Offer has been made through the Book Building Process in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. as amended (the 'SEBI Regulations'), wherein at least 75% of the Net Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers ('QIBs'), provided that our Company and the Selling Shareholders in consulation with the BRLMs have allocated up to 60% of the QIB Portion to Anchor I nvestors at the Anchor Investor Allocation Price. on a discretionary basis. out of which at least one-third was reserved for domestic Mulual Funds subject to valid bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price in the event of under-subscription or non-aiiocalion in the Anchor investor Portion the balance Equity Shares were to be added to the Net QIB Portion. The number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor Portion) was 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 then at of above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of tha Net QIB Portion, The balance Equity Shares available for allocation in the Mutual Fund Portion were to added to the remaining Nat QIB Portion for proportionate allocation to QIBs. If at least 75% of the Nat Offer cannot bo Allotted to QIBs. all the application monies will be refunded forthwith. Further, not more than 15% of the Net Offer was available for allocation on a proportionate basis to Non Institutional Bidders and not more than 10% of the Net Offer was available far allocation to Retail Indhridual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received from them at or above the Offer Price and 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 a Retail Individual Bidders on a proportionate basis All potential investors, other than Anchor Investor were required to participate through the Applications Supported by Blocked Amount ('ASBA') process by providing the details of their respective bank accounts in which the corresponding Bid Amount was blocked by the Self Certified Syndicate Banks ('SCSBs'}. For details, see 'Offer Procedure' at page 408 of the Prospectus.

The Offer received 512.918 Applications for 14.434.545 Equity Shares {before technical rejections} resulting in 2.83 times subscription. The detaile 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 per the BSE and the NSE as on the Bid Closing Date at difrerent Bid prices is as under;

The Basis of Allotment was finalized: in consultation with the Designated Stock Exchange. being BSE on September 18,2017.

A Allotment to Retail Individual Investors (After Technical Rejections)

The Basis of Allotmem to the Retail Individual Invasions, who have Bid tha Offer Price of Rs 887 par Equity Share was finalized in consultation with BSE. The category has been subscribed to the extent of 15.1695 times. The total number of Equity Shares Allotted in this category is 574,436 Equity Shares to 36.295 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 Pnce of Rs 985 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 0.2797 times. The total number of Equity Shares Allotted in this category is 213.825 Equity Shares to 137 successful applicants.
The category-wise deteils of the Basis of Allotment are as under: (Sample)

C.Allotment to QIBs (After Technical Rejections)

The Basis of Allotment to QIBs who have Bid at the Offer Price of Rs 985 per Equity Share has been done on a proportionate basis in consulation with the BSE. This category has been subscribed to the extent of 1,4297 times of the QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were Allocated 5% of the Equity Shares of QIB Portion available i e. 100,749 Equity Shares spilled and other QIBs, including Mutual Funds, were Allocated the remaining available 1.914.228 on proportionate basis.. The total number of Equity Shares allotted in the QIB category is 2014977 Equity Shares, which were allotted to 7 successful Applicants The category-wise details of the Basis of Allotment are as under:

D. Allotment to Anchor Investors

The Company in consultation with the BRLMs has Allocated 2,293.277 Equity Shares to 10 Anchor Investors through 8 Applications at the Anchor Investor Offer Price of Rs 985 per Equity Shares in accordance with the SEBI Regulations. This represents 60 % of the QIB Category.

E.Allotment to Eligible Employees (After Technical Rejections)

The Basis of Allotment to the Eligible Employees, who have Bid at the Offer Price of Rs 887 per Equity Share, was finalized in consulation wrth the BSE. This Employee Reservation   Portion has been subscribed to the 1.1843 extent of times. The total number of Equity Shares Allotted in this category is 5,636 Equity Shares to 66 successful Eligible Employees.
The category-wise details of the Basis of Allotment are as under (sample):

The under subscribed portion of 550.600 Equity Shares in the Non Institutional Investors category has been allocated to QIB and Retail Individual investors in the ratio of 75:10.
The Board of Directors of the Company at its meeting held on September 19,2017. has approved the Basis of Allotment of the Equity Shares approved by the Designated Stock Exchange, being BSE and Allotted the Equity Shares to various successful Bidders.

The Allotment Advice-cum-Refund Intimations are being dispatched to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks for unblocking of funds and transfer to the Public Offer Account as applicable have been issued on September 16, 2017. The Equity Shares Allotted to the successful Applicants have been credited on September 19. 2017 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 wthin ten days, investors may contact the Registrar to the Offer at the address given below. Our Company is taking steps for completion of the necessary formalities to get the Equity Shares admitted for trading on the BSE and the NSE within six Working Days from the Bid Closing Date.
Note; All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer. Karvy Computershare Private Limited at www.karisma.karvy.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant, Serial number of the ASBA form, number of Equity Shares bid for. name of the Member of the Syndicate, place where the bid was submitted and payment datails at the address given below:

KARVY COMPUTERSHARE PRIVATE LIMITED
Karvy Selenium Tower B, Plot 31-32. Gachibowli. Financial District. Nanakramguda. Hyderabad - 500 032.
Telephone; +91 40 6716 2222: Facsimile: +91 40 2343 1551; Toll free no: 1800 3454 001;
Email ID: einward.ris@karvy.com: Website: www.karisma.karvy.com; Investor Grievance ID: matrimony.ipo@karvy.com
Contact Person : M. Murali Krishna; SEBI Registration No,: INR000000221