Polycab IPO Basis of Allotment

Our Company was incorporated as 'Polycab Wires Private Limited' on January 10, 1996 at Mumbai as a private limited company under the Companies Act, 1956. Our Company became a deemed pubic limited company under Section 43A(1) of the Companies Act, 1956 and the word 'private' 'was struck off from the name of our Company with effect from June 30, 2000. Thereafter, our Company was converted into a private limited company under section 43A(2A) of the Companies Act, 1556, and the word 'private' was added in the name of our Company with effect from June 15, 2001. Subsequently, our Company was converted into a public limited company, the word 'private' was struck off from the name of our Company and consequently. a fresh certificate of incorporation dated August 23, 2018 was issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana ('RoC'). recording the change of our Company's name to 'Polycab Wires Limited'. Thereafter, the name of our Company was changed from 'Polycab Wires Limited' to Polycab India Limited', and a fresh certificate of incorporation dated October 13, 2018 was issued by the RoC For details of change in the name and registered office of our Company, see 'History and Certain Corporate Matters' on page 221 of the Prospectus dated April 10, 2013 ('Prospectus')

Our Company has registered the Prospectus dated April 10, 2019 with the RoC, and the Equity Shares are proposed to be listed on the BSE Limited ('BSE'') and the National Stock Exchange of India Limited ('NSE') and the trading will commence on April 16, 2019.

INITIAL PUBLIC OFFERING OF 25,022,067 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH ('EQUITY SHARES') OF OUR COMPANY FOR CASH AT A PRICE OF Rs 538 PER EQUITY SHARE, INCLUDING A PREMIUM OF Rs 528 PER EQUITY SHARE. AGGREGATING TO Rs 13.,52.60 MILLION ('OFFER') COMPRISING A FRESH ISSUE OF 7,440,067 EQUITY SHARES AGGREGATING TO Rs 4,000 MILLION BY OUR COMPANY ('FRESH ISSUE') AND AN OFFER FOR SALE OF 17,582,000 EQUITY SHARES BY THE INVESTOR SELLING SHAREHOLDER, THE PROMOTER SELLING SHAREHOLDERS, THE PROMOTER GROUP SELLING SHAREHOLDERS AND THE INDIVIDUAL SELLING SHAREHOLDERS. COLLECTIVELY REFERRED TO AS THE 'SELLING SHAREHOLDERS' (AS DEFINED IN THE PROSPECTUS) AGGREGATING TO Rs 9,452.60 MILLION (SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, COLLECTIVELY REFERRED TO AS THE 'OFFERED SHARES' AND SUCH AN OFFER FOR SALE, 'OFFER FOR SALE'). THE OFFER INCLUDED A RESERVATION OF 175,000^ EQUITY SHARES AGGREGATING TO Rs 84.88 MILLION FOR ELIGIBLE EMPLOYEES ('EMPLOYEE RESERVATION PORTION') (WHICH DID NOT EXCEED 5% OF THE POST-OFFER EQUITY SHARE CAPITAL OF OUR COMPANY). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE 'NET OFFER' THE OFFER AND THE NET OFFER CONSTITUTES 16.83% AND 16.72% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. RESPECTIVELY.

^ Adiscount of Rs 53 per Equity Share was offered to Eligible Employees who have bidded in the Employee Reservation Portion ('Employee Discount')

Risks to Investors:

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules 1957, as amended ;('SCRR') trough the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended ('2009 SEBI ICDR Regulations'). wherein not more than 50% of the Net Offer is allocated on a proportionate basis to Qualified Institutional Buyers. ('QIBs') ('QIB Portion'). Further, our Company and the Selling Shareholders, in consultation with the Lead Managers, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, at the Anchor Investor Allocation Price At least one-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids received from domestic Mutual Funds at or above for Anchor Investor Allocation Price. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the reminder of the Net QIB Portion was available for allocation on a proportionate basis to all QlBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids received at or above the Offer Price, Further, not less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-institutional Bidders and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018, as amended ('2018 SEBI ICDR Regulations'), subject to valid Bids received at or above the Offer Price Further, 175,000 Equity Shares were reserved for allocation to Eligible Employees, subject to valid bids being received at or above the Offer Price of Rs 485 per Equity Shares (Discount of Rs 53 on the Offer Price of Rs 538 per Equity Share). All potential investors, other than Anchor Investors, should have participated in the Offer through an Application Supported by Blocked Amount ('ASBA') by providing details of their respective bank accounts (including UPI ID for RIBs using UPl) which were blocked by the SCSBs to the extent of the respective Bid Amounts, to participate in the Offer. For further details, see 'Offer Procedure' on page 589 of the Prospectus.

The Offer received 1,163,427 applications for 918,408,987 Equity Shares (prior to technical rejections) resulting in 36.70 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 m consultation with the Designated Stock Exchange, being the NSE on April 13, 2019.

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs 538 per Equity Share, was finalized in consultation with the NSE This category has been subscribed to the extent of 4.35593 times The total number of Equity Shares Allotted in Retail Portion is 8,696,474 Equity Shares to 322,091 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

* Please Note: 1 additional Share has been allotted to 17 Allottees from amongst 19751 Successful Applicants from the categories 54-351 (i. e. excluding successful applicants from Category 27) in the ratio of 17:19751

The Basis of Allotment to the Non-Institutional Bidders who have bid at the Offer Price of Rs 538 per Equity Share or above, was finalized in consultation with the NSE. The Non-Istitutional Portion has been subscribed to the extent of 108 64198 times. The total number of Equity Shares Allotted in this category is 3,727,061 Equity Shares to 1,310 successful Non-Institutional Bidders The category-wise details of the Basis of Allotment are as under (Sample)

The Basis of Allotment to the Eligible Employees under the Employee Reservation Portion, who have bid at cut off price or at the Offer Price of Rs 485 per Equity Shares (Discount of Rs 53 on the Offer Price of Rs 538 per Equity Share), was finalized in consultation with NSE. This category has been subscribed to the extent of 2.28651 times. The total number of Equity Shares Allotted in Employee Reservation Portion is 175,000 Equity Shares to 945 successful applicants. The category-wise details of the Basis of Allotment are as under:

* 1 additional shares will be allotted to category405 in the ratio of 198:429

Allotment to QIBs, who have Bid at the Offer Price of Rs 538 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 92.94054 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. 248,471 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 4,720,942 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 4,969,413 Equity Shares, which were Allotted to 165 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

The Company and the Selling Shareholders, in consultation with the Lead Managers, have allocated 7,454,119 Equity Shares to 20 Anchor Investors (through 25 Applications) at the Anchor Investor Offer Price of Rs 538 per Equity Share in accordance with the SEBI Regulations. This represents 60%% of the QIB Portion.

The IPO Committee of our Company on April 15, 2019 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 Bidders. The Allotment Advice-cum-lntimations and/ or notices will be 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, transfer to Public Offer Account have been issued on April 15, 2019 and payment to non-Syndicate brokers have been issued on April 15, 2019. 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 April 15, 2019 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 April 15, 2019 The Company has received listing and trading approval from NSE and BSE and the trading will commence on April 16, 2019.

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, Karvy Fintech Private Limited at https://www.karvyfintech.com/

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 the ASBA Account number or the UPI ID (for Rlls who make the payment of Bid Amount through the UPI mechanism) linked to the ASBA Account and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

Karvy Fintech Private Limited

Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032

Tel: +91 40 6716 2222 Fax: +91 40 2343 1551: E-mail: einward ris@karvy.com

Investor grievance e-mail: polycab.ipo@karvy.com; Contact Person: M. Murali Krishna

Website: https://www.karvyfintech.com/

SEBI registration No.: INR000000221*

	For POLYCAB INDIA LIMITED
	On behalf of the Board of Directors
Place New Delhi	sd/-
Date: April 15, 2019	Company Secretary and Compliance Officer

*Karvy Computershare Private Limited, the former Registrar to the Offer, has amalgamated into Karvy Fintech Private Limited in terms of a composite scheme of arrangement and amalgamation pursuant to an order dated October 23, 2018 passed by the NCLT. Hyderabad The registration is currently under the name of Karvy Computershare Private Limited. Karvy Fintech Private Limited has filed an application with the SEBI for registration under its new name, which is currently pending.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933. as amended (the 'Securities Act') or the securities laws of any state of the United States and may not be offered or sold in 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 U.S. state securities laws. The Equity Shares are being offered and sold: (i) outside of the United States only in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) in the United States only to 'qualified institutional buyers' (as defined in Rule 144A ('Rule 144A') under the Securities Act), pursuant to the private placement exemption set out in Rule 144 A, Section 4(a) of the Securities Act, or another available exemption from the registration requirements of the Securities Act.