Medi Assist Healthcare IPO Basis of Allotment

Our Company was incorporated on June 7,2000 as a private limited company under the Companies Act 1956, with the name "Net Logistics Private Limited" and a certificate of incorporation granted by the Registrar of Companies, Karnataka at Bengaluru. Subsequently, the name of our Company was changed to 'Medi Assist Healthcare Services Private Limited" with a fresh certificate of incorporation granted by the Registrar of Companies. Karnataka at Bengaluru on November 21,2012. Pursuant to the conversion of our Company to a public limited company and as approved by the shareholders of our Company pursuant to a special resolution dated February 27.2018, the name of our Compnay was changed to "Medi Assist Healthcare Services Limited" and the Registrar of Companies, Karnataka at Bengaluru issued a fresh certificate of incorporation on March 20,2018. For further details of change in the name of our Company, see ‘History and Certain Corporate Matters -Amendments to the Memorandum of Association" on page 187 of the prospectus dated January 17, 2024 feed with the RoC ("Prospectus")

Our Company has filed the Prospectus with the RoC and the Equity Shares are proposed to be listed on the Main Board of the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and the trading will commence on Tuesday, January 23,2024.

INITIAL PUBLIC OFFERING OF 28,028,168 EQUITY SHARES OF FACE VALUE OF Rs. 5 EACH (THE "EQUITY SHARES") OF MEDI ASSIST HEALTHCARE SERVICES LIMITED ("OUR COMPANY" OR "THE COMPANY" OR "THE ISSUER") FOR CASH A PRICE OFRs. 418 PER EQUITY SHARE (THE "OFFER PRICE") AGGREGATING TO Rs. 11,715.77 MILLION (THE "OFFER") COMPRISING AN OFFER FOR SALE OF 2,539,092 EQUITY SHARES AGGREGATING TO * 1,061.34 MILLION BY DR. VIKRAMJIT SINGH CHHATWAL 12,468,592A EQUITY SHARES AGGREGATING TO Rs. 5,211.87 MILLION BY MEDIMATTER HEALTH MANAGEMENT PRIVATE LIMITED ("MEDIMATTER HEALTH", AND COLLECTIVELY WITH DR. VIKRAM JIT SINGH CHHATWAL, THE "PROMOTER SELLING SHAREHOLDERS"), 6,606,084 EQUITY SHARES AGGREGATING TO * 2,761.34 MILLION BY BESSEMER HEALTH CAPITAL LLC ("BESSEMER HEALTH" OR THE "PROMOTER GROUP SELLING SHAREHOLDER"), 6,275,706 EQUITY SHARES AGGREGATING TO Rs. 2,623.25 MILLION INVESTCORP PRIVATE EQUITY FUND I (THE "INVESTOR SELLING SHAREHOLDER"), AND 138.694 EQUITY SHARES AGGREGATING TO Rs. 57.97 MILLION BY THE OTHER SELLING SHAREHOLDERS (TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, PROMOTER GROUP SELLING SHAREHOLDER AND INVESTOR SELLING SHAREHOLDER, THE "SELLING SHAREHOLDERS" AND SUCH OFFER BY THE SELLING SHAREHOLDERS, THE "OFFER FOR SALE"). THE OFFER CONSTITUTES 40.70% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

A Includes 537,080 Equity Shares held jointly with Dr. Vikram Jit Singh Chhatwal.

1. Our Subsidiaries, Medi Assist TPA, Medvantage TPA and Raksha TPA contributed 92.98% of our revenue from contracts with customers for the six months ended September 30,2023. The consolidated Revenue of our Company for the six months ended September 30, 2023 is Rs.3,019.56 million and the contribution of TPA Subsidiaries is:

2. Our five largest clients by revenue contributed to 78.23%, 78.95%, 77.97% and 71.03% of our total revenue from contracts with customers, for the Financial Years 2021,2022 and 2023, and the six months ended September 30, 2023, respectively. The loss of one or more such clients could adversely affect our business and prospects.

3. Our business is significantly dependent on group accounts in certain industries. The table below sets out details of the contribution of IT / ITES sector and the BFSI sector in our top 50 Group Accounts for the Financial Years 2021,2022 and 2023, and the six months ended September 30,2023:

4. Our Subsidiaries, Medi Assist TPA, Raksha TPA and Medvantage TPA, have received show cause notices and letter of advisory from IRDAI in the past. Any non-compliance with the IRDAI inspections which take place periodically or any adverse observations by the IRDAI may adversely affect our business, results of operation or financial condition.

5. Any failure to maintain the quality of our services may negatively impact our brands and reputation and result in loss of the insurance companies and the group accounts serviced by us, which may adversely affect our business and results of operations.

6. We have acquired certain entities in the recent past, including outside of India and any failure to realize the anticipated benefits of our acquisitions or the performance of our Subsidiaries may have an adverse effect on our business, results of operations, financial condition and cash flows.

7. The third party administration industry is intensely competitive and we compete with other entities on the basis of a number of factors, including handling pre-authorization and reimbursement claims, reputation, price, strength of our hospital network, amongst others. Our inability to compete effectively may adversely affect our business, results of operations and financial condition.

8. We service government-sponsored insurance schemes and are exposed to risks associated with program funding, enrollments and delayed payments that could adversely affect our business, results of operations and financial condition.

9. The Audit Reports issued by the previous statutory auditors of our Company and one of our Subsidiaries, Medi Assist TPA, contained a disclaimer of opinion for Financial Year 2021. The current statutory auditors of our Company conducted an audit of the special purpose consolidated financial statements of our Company for the Financial Year 2021 and issued an audit report without any qualifications or disclaimer of opinion, to comply with the requirements of SEBIICDR Regulations. Any such remarks or emphasis of matter in the auditor's report on our financial statements in the future may affect our reputation.

10. Average cost of acquisition of Equity Shares held by Selling Shareholders ranges from Rs. 0.20/- to Rs. 58.12/- per equity share and Offer Price at higher end of the price band is Rs. 418 per share.

11. The Price/Earnings ratio based on diluted EPS from continued operations for Fiscal 2023 for our Company at higher end of the price band is as high as 38.60 as compared to Nifty 50 PE ratio of 22.94 as on January 8,2024.

12. Details of Weighted average cost of acquisition ("WACA") of all Equity Shares transacted in last three years, eighteen months and one year immediately preceding the date of the Prospectus.

* Cap Price is also the Offer Price

(1) As certified byAgrawal Jain & Gupta, Chartered Accountants by way of their certificate dated January 17,2024.

(2) Reflects the weighted average cost of acquisition for Equity Shares allotted to Medimatter Health Management Private Limited on March 5,2021 pursuant to conversion of Series B CCPS held by it, as adjusted by the split in face value of Equity Shares on April 7,2021 and issuance of bonus shares on April9,2021. Bonus shares issued to all other shareholders of the Company have not been considered.

13) Weighted Average Return on Net worth for the past three fiscals i.e. 2023, 2022 and 2021 is 17.46%.

14) WACA, Floor Price and Cap Price

* Cap Price is also the Offer Price

*As certified by Agrawal Jain & Gupta, Chartered Accountants by way of their certificate dated January 17,2024.

15) Four BRLMs associated with the Offer have handled 93 public issues in the past three years, out of which 29 issues closed below the offer price on listing date.

The Offer was made in terms of Rule 19(2){b) of the Securities Contracts (Regulation) Rules. 1957. as amended, (the SCRR") read with Regulation 31 of the SEBIICDR Regulations. The Offer was made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, where not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) (the 'QIB Category'). Our Company, Promoter Selling Shareholders and Promoter Group Selling Shareholder in consultation with the BRLMs, allocated up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the 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 price at which Equity Shares was allocated to Anchor Investors (the "Anchor Investor Allocation Price "), and on undersubscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to the QIB Category (other than Anchor Investor Portion) ("Net QIB Category ). Further. 5% of the Net QIB Category was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Category was made available for allocation on a proportionate basis to all QIBs. including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-Institutional Investors (‘Nils') (the ‘Non-lnstitutional Category') of which one-third of the Non-lnstitutional Category was made available for allocation to Bidders with a Bid size of more than Rs. 200,000 and up to Rs. 1,000.000 and two-thirds of the Non-lnstitutional Category was made available for allocation to Bidders with a Bid size of more than Rs. 1.000.000 provided that under-subscription in either of these two sub-categories of the Non-lnstitutional Category was allocated to Bidders in the other sub-category of the Non-lnstitutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Further, not less than 35% of the Offer was made available for allocation to Retail Individual Investors ('Rlls') (the "Retail Category'), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application Supported by Blocked Amount (ASBA) process and were required to provide details of their respective bank account, including UPI ID for UPI Investors in which the Bid Amount was blocked by the SCSBs or the Sponsor Banks, as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, specific attention is invited to "Offer Procedure' on page 389 of the Prospectus.

The Bidding for Anchor Investors opened and closed on Friday. January 12. 2024. Our Company received 36 applications from 25 Anchor Investors (including 11 domestic Mutual Funds through 18 Mutual Fund schemes) for 9,049,005 Equity Shares. The Anchor Investor Offer Pnce was finalized at Rs. 418 per Equity Share. A total of 8,408,449 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 3,514,731,682.

The Offer received 717,002 applications for 328,280,190 Equity Shares (prior to rejections) resulting in 11.71 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:

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.418 per Equity Share or above, was finalized in consultation with the BSE. This category has been subscribed to the extent of 10.07 times. The total number of Equity Shares Allotted in this category is 1,401.409 Equity Shares to 2,860 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.418 per Equity Share or above, was finalized in consultation with the BSE. This category has been subscribed to the extent of 17.11 times. The total number of Equity Shares Allotted in this category is 2.802.817 Equity Shares to 5,720 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 QIBs (after rejections)

Allotment to QIBs. who Bid at the Offer Price of Rs.418 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 40.09 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., 280, 282 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e., 5.325,352 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the Net QIB Portion is 5.605.634 Equity Shares, which were allotted to 94 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

E. Allotment to Anchor Investors (after rejections)

Our Company, in consultation with the BRLMs, has allocated 8,408,449 Equity Shares to 25 Anchor Investors (through 36 Anchor Investor Application Forms) (including 11 domestic Mutual Funds through 18 schemes) at the Anchor Investor Offer Price of Rs. 418 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company at its meeting held on January 18. 2024 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 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 January 18, 2024 and payment to non-Syndicate brokers have been issued on January 19, 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 January 19. 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 January 19, 2024 Our Company has received the listing and trading approval from BSE and NSE and the trading will commence on January 23,2024,

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 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:

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 MEDI ASSIST HEALTHCARE SERVICES LIMITED.

MEDI ASSIST HEALTHCARE SERVICES LIMITED has filed a Prospectus dated January 17.2024 with the RoC. 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.mediassist.in and the websites of the BRLMs. i.e. Axis Capital Limited. IIFL Securities Limited. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and SBI Capital Markets Limited at www.axiscapital.co.in, www.iiflcap.com. www.nuvama.com and www.sbicaps.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 29 of the Prospectus.

The Equity Shares offered in the Offer have not been, and will not be. registered under the U.S. 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) pursuant to 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 the Equity Shares in the United States.