RateGain IPO Basis of Allotment

Our Company was originally incorporated in New Delhi as 'Ridaan Real Estate Private Limited' as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated November 16, 2012, issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi ('RoC') Pursuant to a scheme of arrangement and demerger approved by the High Court of Delhi on November 25, 2014 ('Scheme of Arrangement and Demerger'), our Company acquired the business of providing web-based solution to hospitality and travel sector of RateGain IT Solutions Private Limited. Subsequently, the name of our Company was changed to 'RateGain Travel Technologies Private Limited' and a fresh certificate of incorporation dated February 25, 2015 was issued by the RoC. Thereafter, our Company was converted into a public limited company pursuant to a shareholders' resolution dated July 15, 2021 and consequently, the name of our Company was changed to 'RateGain Travel Technologies Limited' and a fresh certificate of incorporation dated July 27, 2021 was issued by the RoC. For further details of changes in the name of our Company, see 'History and Certain Corporate Matters' on page 193 of the prospectus dated December 10, 2021 ('Prospectus').

Our Company has filed the Prospectus with the Registrar of Companies 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 December 17, 2021.

INITIAL PUBLIC OFFERING OF 31,441,282 EQUITY SHARES OF FACE VALUE OF RS. 1 EACH ("EQUITY SHARES") OF RATEGAIN TRAVEL TECHNOLOGIES LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS. 425.00^{^} PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 424.00 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO RS. 13,357.43 MILLION, COMPRISING A FRESH ISSUE OF 8,835,752 EQUITY SHARES AGGREGATING TO RS. 3,750.08 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 22,605,530 EQUITY SHARES AGGREGATING TO RS. 9,607.35 MILLION ("OFFER FOR SALE", AND TOGETHER WITH THE FRESH ISSUE, "OFFER"), COMPRISING 17,114,490 EQUITY SHARES AGGREGATING TO RS. 7,273.66 MILLION BY WAGNER LIMITED ("WAGNER" OR "INVESTOR SELLING SHAREHOLDER"); 4,043,950 EQUITY SHARES AGGREGATING TO RS. 1,718.68 MILLION BY BHANU CHOPRA AND 1,294,760 EQUITY SHARES AGGREGATING TO RS. 550.27 MILLION BY MEGHA CHOPRA (TOGETHER, "PROMOTER SELLING SHAREHOLDERS"); AND 152,330 EQUITY SHARES AGGREGATING TO RS. 64.74 MILLION BY USHA CHOPRA ("OTHER SELLING SHAREHOLDER" AND TOGETHER WITH INVESTOR SELLING SHAREHOLDER AND PROMOTER SELLING SHAREHOLDERS, "SELLING SHAREHOLDERS", AND SUCH EQUITY SHARES, "OFFERED SHARES").

THE OFFER INCLUDED A RESERVATION OF 129,870 EQUITY SHARES. AGGREGATING TO RS. 50.00 MILLION (CONSTITUTING 0.12% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION")^{^}. THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS "NET OFFER". THE OFFER AND NET OFFER SHALL CONSTITUTED 29.45% AND 29.33%, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

^A DISCOUNT OF 140 PER EQUITY SHARE WAS OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"). The Offer was made through the Book Building Process in compliance with Regulation 6(2) of SEBI ICDR Regulations, wherein not less than 75% of the Net Offer was allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs", "QIB Portion"), provided that our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"), of which one-third was reserved for the domestic Mutual Funds, subject to valid Bids having been received from the domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ("Anchor Investor Allocation Price"). Further. 5% of the QIB Portion (excluding the Anchor Investor Portion) ("Net QIB Portion") was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion 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 more than 15% of the Net Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer was made available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price Further, Equity Shares were allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount ('ASBA') process and were required to provide details of their respective ASBA accounts, and UPI ID in case of RIIs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see 'Offer Procedure' on page 574 of the Prospectus.

The bidding for Anchor Investor opened and closed on December 6, 2021. The Company received 34 applications from 20 anchor investors for 14,318,675 equity shares. The Anchor investor price was finalized at 1425 per Equity share. A total of 14,090,136 shares were allocated under the Anchor Investor Portion aggregating to Rs. 5,98,83,07,800.

The Offer received 448,264 applications for 292,340,685 Equity Shares (prior to technical rejections) resulting in 16.85 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 the NSE on December 14, 2021.

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. 425 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 5.46409 times. The total number of Equity Shares Allotted in Retail Portion is 31,31,342 Equity Shares (includes spillover of 201 Equity Shares from Employee category) to 89,466 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:

*Please Note: 1 additional Share shall be allotted to 32 Allottees from amongst 3843 Successful Applicants from the categories 70-455 (i.e. excluding successful applicants from Category 35) in the ratio of 32:3843

B. Allotment to Non-Institutional Bidders (After Technical Rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of 1425 per Equity Share, was finalized in consultation with the NSE The Non-Institutional Portion has been subscribed to the extent of 41.62937 times. The total number of Equity Shares Allotted in this category is 46,97,013 Equity Shares (includes spillover of 302 Equity Shares from Employee category) to 965 successful Non- Institutional Bidder. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Eligible Employees: (After Technical Rejections)

The Basis of Allotment to the Eligible Employees, who have placed bid at the Offer Price of Rs. 385 (including discount of Rs. 40 per Equity Share offered to Eligible Employees) per Equity Share, was finalized in consultation with the NSE. The Employee Portion has been subscribed to the extent of 0.98448 times. The total number of Equity Shares Allotted in this category is 1,27,855 Equity Shares to 164 Eligible Employees. The category-wise details of the Basis of Allotment are as under:

Unsubscribed portion of 2,015 Equity Shares spilled over to QIBs, NIB and Retail Categories in the ratio of 75:15:10.

D. Allotment to QIBs

Allotment to QIBs, who have Bid at the Offer Price of Rs. 425 per Equity Share, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 8.4165 times of QIB Portion As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 469,748 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 8,925,188 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 9,394,936 Equity Shares, (includes spillover of 1,512 Equity Shares from Employee category) which were allotted to 55 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

E. Allotment to Anchor Investors

The Company and the Selling Shareholders, in consultation with the BRLMs, have allocated 14,090,136 Equity Shares to 34 Anchor Investors (through 20 Applications) at the Anchor Investor Offer Price of Rs. 425 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion

The Board of our Company on December 15, 2021 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-Intimations 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 December 14, 2021 and payment to non-Syndicate brokers have been issued on December 15, 2021 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 December 15, 2021 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 December 16, 2021. The Company has received listing and trading approval from NSE and BSE and the trading will commence on December 17, 2021.

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, KFin Technologies Private Limited at www.kfintech.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 a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

	KFin Technologies Private Limited*
	Selenium, Tower B, Plot No - 31 and 32, Financial District, Nanakramguda, Serilingampally, Hyderabad,
	Rangareddi - 500 032 Telangana, India
	Tel +91 40 6716 2222; E-mail: rategain.ipo@kfintech.com
	Investor Grievance E-mail: einward.ris@kfintech.com; Contact Person M Murali Krishna Website: www.kfintech.com;
	SEBI Registration No INR000000221
	* Formerly known as Karvy Fintech Private Limited

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 RATEGAIN TRAVEL TECHNOLOGIES LIMITED.

RATEGAIN TRAVEL TECHNOLOGIES LIMITED has filed the Prospectus with RoC on December 10, 2021. 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. Kotak Mahindra Capital Company Limited, IIFL Securities Limited and Nomura Financial Advisory and Securities (India) Private Limited at www.investmentbank.kotak.com, www.iiflcap.com and www.nomuraholdings.com/company/group/asia/india/index.html, 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.

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 other applicable law of the United States and. unless so registered, 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 Accordingly, the Equity Shares are only being offered and sold (i) within the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act, "Rule 144A") in transactions exempt from, or not subject to, registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.