S Chand and Company IPO Basis of Allotment

S CHAND AND COMPANY LIMITED

Our Company was incorporated as 'S Chand & Co. Private Limited' on September 9.1970 as a private limited company under the Companies Act 1956 with the Registrar of Companies. Delhi ('RoC Delhi'). Our Company became a deemed public limited company under Section 43A (i) of the Companies Act, 1956 and, the RoC Delhi certified our change of name to'S Chand A Co Limited'on May 6,1976 upon such conversion. Thereafter, pursuant to the approval of the Central Government dated April 30. 1986 under Section 43A (4) of  the Companies Act. 1956. our Company was converted into a private limited company and a certificate of incorporation certifying our change of name to 'S. Chand And Company Private Limited' was issued by the Registrar of Companies. NCT of Delhi and Haryana. at New Delhi ('RoC') on May 21,1986. Subsequently, our Company became a deemed public limited company under Section 43A(1) of the Companies Act, 1956 on October 3,1988 and accordingly, upon such conversion, our name was changed to'S. Chand And Company Limited' Our Company, pursuant to a special resolulion dated February 23. 2001, converted from a deemed public limited company under Section 43A( 1) of the Companies Act, 1956 to a public limited company under Section 31 and Section 21 read with Section 44 of the Companies Act, 1956 and, upon such conversion, the RoC certified our change of name to 'S. Chand And Company Limited' on November 7,2001. Pursuant to the approval of the Central Government dated August 8,2012, our Company was converted into a private limited company and a certificate of incorporation certifying our change of name to 'S, Chand And Company Private Limited' was issued by the RoC on August 8. 2012. Our Company was converted into a public limited company under the Companies Act, 2013 and a certificate of incorporation certifying our change of name to 'S, Chand And Company Limited was issued by the RoC on Septembers.8, 2016. For further details, see 'History and Certain Corporate Mattera'on page 157 of the Prospectus dated May 2,2017 ('Prospectus').

Corporate Identity Number: U22219DL 1970PLC005400; Registered Office: Ravindra Mansion. Ramnagar, New Delhi 110055, India; Corporate Office: A-27, 2nd Floor. Mohan Cooperative Industrial Estate, New Delhi 110 044, India; Tel: +91 11 6667 2000; Fax; +9111 2367 7446; Website; www.schandgroup.com; Contact Person; Mr Jagdeep Singh, Company Secretary and Compliance Officer; E-mail; investors@schandgroup.com

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 May 9.2017.

INITIAL PUBLIC OFFERING OF 10.873.982 EQUITY SHARES OF FACE VALUE OF RS 5 EACH ('EQUITY SHARES') OF S CHAND AND COMPANY LIMITED ('ISSUER' OR 'COMPANY') FOR CASH AT A PRICE OF RS 670 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS 665 PER EQUITY SHARE ('OFFER PRICE') AGGREGATING RS 7,286 MILLION CONSISTING OF A FRESH ISSUE OF 4,850,746 EQUITY SHARES AGGREGATING RS 3,250 MILLION ('FRESH ISSUE') AND AN OFFER FOR SALE OF 6,023,236 EQUITY SHARES AGGREGATING RS 4,036 MILLION ('OFFER FOR SALE' AND TOGETHER WITH THE FRESH ISSUE, THE 'OFFER'), COMPRISING OF 440,298 EQUITY SHARES BY MR. HIMANSHU GUPTA, 274.591 EQUITY SHARES BY MR. DFNESH KUMAR JHUNJHNUWALA, 240,018 EQUITY SHARES BY MS. NEERJA JHUNJHNUWALA. (MR. HIMANSHU GUPTA, MR. DINESH KUMAR JHUNJHNUWALA AND MS. NEERJA JHUNJHKUWALA ARE COLLECTIVELY REFERRED TO AS THE 'PROMOTER SELLING SHAREHOLDERS'), 74.841 EQUITYSHARES BY MS. NIRMALA GUPTA, 93,682 EQUITY SHARES BY MS. SAVITA GUPTA, 70,270 EQUITY SHARES BY MS. ANKITA GUPTA, 14,800 EQUITY SHARES BY MR. GAURAV KUMAR JHUNJHNUWALA (MS. NIRMALA GUPTA, MS. SAVITA GUPTA. MS. ANKITA GUPTA, AND MR. GAURAV KUMAR JHUNJHNUWALA ARE COLLECTIVELY REFERRED TO AS THE 'OTHER SELLING SHAREHOLDERS'), 4,814.736 EQUITY SHARES BY EVERSTONE CAPITAL PARTNERS II LLC ('EYERSTONE' OR 'INVESTOR SELLING SHAREHOLDER') (THE PROMOTER SELLING SHAREHOLDERS, THE OTHER SELLING SHAREHOLDERS AND THE INVESTOR SELLING SHAREHOLDER ARE COLLECTIVELY REFERRED TO AS, THE 'SELLING SHAREHOLDERS'). THE OFFER SHALL CONSTITUTED 31,34% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE OFFER PRICE; RS 670 PER EQUITY SHARE OF FACE VALUE OF RS 5 EACH
THE OFFER PRICE IS 134 TIMES OF THE FACE VALUE
ANCHOR INVESTOR OFFER PRICE: RS 670 PER EQUITY SHARE

Risks to Investors:

i, The three Book Running Lead Managers associated with the Offer have handled 26 public issues in the past 3 years, out of which 5 issues closed below the offer price on listing date.'
ii. The price/earning ratio based On diluted EPS of Rs 17.09 On consolidated basis, and of   Rs 6.04 On unconsolidated basis in Fiscal 2016 for the issuer at the upper end of the Price band is as high as 39.20 on consolidated basis and 110.93 on unconsolidated basis, respectively as compared to the average industry peer group price/earnings ratio of 37.34 on consolidated basis.
iii. The Company has incurred a loss of Rs 88488 million on consolidated basis for the nine month period ended December 31.2016. and consequently the EPS and RoNW for the period Is negative.
iv. The average cost of acquisition of Equity Shares for our Selling Shareholders. Dinesh Kumar Jhunjhnuwala is Rs 15.97, Neerja Jhunjhnuwala is Rs 10.60.
Himanshu Gupta is Rs 3.55. Nirmala Gupta is Rs 61.61, Savita Gupta is Rs 21,31, Ankita Gupta is Rs 19.97, Gaurav Kumar Jhunjhnuwala is Rs 54.59 and Everstune is Nil' and the Offer Price at upper end of the price band is Rs 670.
v. The weighted average return on net worth on an unconsolidated and consolidated basis is 3.19% and B.22%, respectively, for Fiseals 2016,2015 and 2014. This is lower than the return on net worth of the industry peer, which is 17.73% on consolidated basis for Fiscal 2016.
* Finacial Years 2016-17.2015-16 and 2014-15 have been considered as past 3 years
# Equity Shares have been received pursuant to a bonus issue, therefore the average cost of acquisition is Nil. For further details, see 'Addendum-Notice to Investors' dated April 22,2017, published in all editions of Financial Express and Jansatta on April 24,2017.

BID/OFFER PROGRAMME:
BID/OFFER OPENED ON APRIL 20, 2017 | BID/OFFER CLOSED ON APRIL 28, 2017

In terms of Rule 19(2)(b)(i) of the Securties Contracts (Regulation) Rules. 1957, as amended (the'SCRR').the Offer is being made for at least 25% of the post-Offer paid-up Equity Share capital of our Company. The Offer is through the Book Building Process, in refrance of Regulaton 26 (1) of the SEBI ICDR Regulations, where in 50% of the Offer was Allotted on a proportionate basis to Qualified Institutional Buyers ('QIBs'). provided that our Company and the Selling Shareholders, in consultation with the BRLMs, have allocated 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 being received from domestic Mutual Funds at or above the Anchor Investor Offer Price. 5% of the QIB Category (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer was available for allocation, in accordance with the SEBI ICDR Regulations, to Retail Individual Investors, subject to valid Bids being received at or above the- Offer Price.
All investors, other than Anchor Investors, are required to mandatonly utilise 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 SCSBs. For details, see 'Offer Procedure' on page 510 of the Prospectus.
The Offer received 872,845 Applications for 459,247.316 Equity Shares (before technical rejections) resulting in 42.2336 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 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 BSE on May 5, 2017.

A.Allotment to Retail Individual Investors (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Investor, who have Bid at Cut-off Price or at or above the Offer Price of Rs 670 per Equity Share was finalized in consultation with BSE. The category has been subscribed to the extent of 5.7914 times. The total number of Equity Shares Allotted in this category is 3.805.894 Equity Shares to 172,995 sucessful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non Institutional Investors (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Investors, who have Bid at or above the Offer Price of Rs 670 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 204.6242 times. The total number of Equity Shares Allotted in this category is 1,631,098 Equity Shares to 644 successful applicants.

The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to QIBs excluding Anchor Investors (After Technical Rejections)

The Basis of Allotment to QIBs who have Bid at or above the Offer Price of Rs 670 per Equity Share has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent at 45.0097 times. As per the SEBI Regulations, Mulual Funds were Allocated 5% of the Equity Shares of Net QIB Portion available i.e. 108.740 Equity Shares and other QIBs, including Mutual Funds, were Allocated the remaining available 2,066,056 on proportionate basis. The total number of Equity Shares allotted in the QIB category is 2,174 ,796 Equity Shares, which were allotted to 94 successful Applicants-The category-wise details of the Basis of Allotment are as under:

D. Allotment to Anchor Investors (After Technical Rejections)

The Company and the Selling Shareholders in consultation with the BRLMs have Allocated 3,262,194 Equity. Shares to 15 Anchor Investors through 35 Applications at the Anchor Investor Offer Price of  Rs 670 per Equity Shares in accordance with the SEBI Regulations. This represent 60% of the QIB Category.

The IPO Committee of the Company at it's meeting held on May 5.2017, has approved the Basis of Allotmemt of the Equity Share approved by the Designated Stock Exchange, being BSE and Allotted the Equity Shares to vanous successful/Applicants.

The Allotment Advice-cum-Refund Orders and/ or notices have been dispatched to the address of the investors as registered with the depositories. Farther, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on May 5,2017 and payment to non-Syndicata brokers have bean issued on May 8.2017. in case the same is not received investors may contact the Registrar to the Offer at the address given below.The Equity Shares Allotted to the successful Applicants have been credited on May 5,2017 to their beneficiary aocounts subject to validation of the account details with the depositories concerned. 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/ Offer Closing Date.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated May 2,2017 filed with the Registrar of Companies. National Capital Territory of Delhi and Haryana.

INVESTORS PLEASE NOTE

These 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 applicant, Serial number of the Bid-Cum-Application form number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details 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
Tel: +91 22 4918 6200; Fax: +91 22 4918 6195; E-mail: schand.ipo@linkintime.co.in
Website: www.linkintime.co.in; Contact Person: Ms. Shanti Gopalkrishnan; SEBI Registration No.: INR000004058