TD Power IPO Basis of Allotment

TD Power Systems Limited

Our Company was originally incorporated as TD Power Systems Private Limited on April 16,1999 as a private limited company under the Companies Act, in Bangalore, Kamataka, India. The name of our Company was subsequently changed to TD Power Systems Limited by a special resolution of the members passed at an extraordinary general meeting of our Company on January 17,2011. The fresh certificate of incorporation consequent upon change of name was granted to our Company on February 4,2011 by the Registrar of Companies, Karnataka.

Registered Office: #27,28,29 KIADB Industrial Area Dabaspet, Nelamangala Taluk, Bangalore 562111, Karnataka, India; Company Secretary and Compliance Officer: N. Srivatsa; Tel: (91) (80) 22017800; Fax: (91) (80) 22017850; Email: srivatsa.n@tdps.co.in; Website: www.tdps.co.in.

For details of changes in our name and registered office see the section titled 'History and Corporate Structure' on page 132 of the Prospectus.

BASIS OF ALLOTMENT

PUBLIC ISSUE OF 8,867,187 EQUITY SHARES WITH A FACE VALUE OF RS 10 EACH OF TD POWER SYSTEMS LIMITED (THE 'COMPANY' OR THE 'ISSUER') FOR CASH AT A PRICE OF RS 256 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 246 PER EQUITY SHARE) AGGREGATING RS 2,270 MILLION (THE 'ISSUE'). THE ISSUE WILL CONSTITUTE 26.68 % OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS 10 EACH.

BID/ISSUE OPENED ON AUGUST 24, 2011 AND CLOSED ON AUGUST 26, 2011.
The Equity Shares of the Company are proposed to be listed on The Bombay Stock Exchange Limited ('BSE') and The National Stock Exchange of India Limited ('NSE') and the trading will commence on September 08, 2011

ISSUE PRICE: RS 256/- PER EQUITY SHARE FOR ALL CATEGORIES
THE ISSUE PRICE IS 25.6 TIMES OF THE FACE VALUE OF EQUITY SHARES

This is an Issue for at least 25.00% of the post-Issue capital in accordance with Rule 19(2)(b)(i) of the Securities Contracts Regulations Rules, 1957, as amended ('SCRR'). The Issue is being made through the 100.00% Book Building Process wherein up to 50.00% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ('QIBs'). The Company may allocate up to 30% of the QIB Portion, to Anchor Investors, on a discretionary basis (the 'Anchor Investor Portion') out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being made to Anchor Investors. 5.00% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15.00% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35.00% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

The Issue received 4,406 applications for 24,116,350 equity shares resulting in 2.72 times subscription. The details of the applications (including ASBA applications) received in the Issue from Qualified Institutional Buyers and Anchor Investors, Non-Institutional and Retail Individual Investor are as detailed hereunder: (before technical rejections)

Final Demand
The final demand at different bid prices is as under:

The Basis of Allocation was finalized in consultation with the Designated Stock Exchange, being Bombay Stock Exchange Limited ('BSE') on September 05,2011.

A. Allocation to Retail Individual Investors (After Technical Rejections)
The Basis of Allocation to the Retail Individual Investors, who have bid at cut-off or at the Issue Price of Rs 256 per Equity Share, was finalized in consultation with BSE. This category has been under subscribed to the extent of 0.36 times. The total number of shares allotted in Retail Individual Investor category is 1,099,650 Equity Shares to 4340 successful applicants. As per the Red Herring Prospectus, the under subscribed portion of 2,003,866 equity shares has been spilled over to QIBs. The category-wise details (sample) of the Basis of Allotment are as under:

B. Allocation to Non Institutional Investors (AfterTechnical Rejections)
The Basis of Allocation to the Non-Institutional Investors, who have bid at or above the Issue Price of Rs 256 per Equity Share, was finalized in consultation with BSE. This category has been under subscribed to the extent of 0.26 times. The total number of equity shares allotted in this category is 348,000 equity shares to 17 successful applicants. As per the Red Herring Prospectus, the under subscribed portion of 982,079 equity shares have been spilled over to QIBs. The category-wise details of the Basis of Allotment are as under:

C. Allocation to QIBs - Anchor Investors
Allocation to Anchor Investors has been done on a proportionate basis in consultation with the GCBRLM and the BRLMs. As per the SEBI Regulations, 30% of QIB Reservation (1,304,550 Equity Shares) was allocated to Anchor Investors.

D. Allocation to QIBs
Allocation to QIBs has been done on a proportionate basis in consultation with BSE. As per the SEBI Regulations, Mutual Funds and other QIBs were allocated the available shares (6,114,987 Equity Shares) on proportionate basis.

The IPO Committee of the Company at it's Meeting held on September 06, 2011, has taken on record the basis of allocation of shares approved by the designated Stock Exchange viz., Bombay Stock Exchange Limited ('BSE'), Mumbai, and has authorized the Corporate Action for the transfer of the shares to various successful applicants.

Refunds have been made through ECS, Direct Credit, RTGS and NEFT, into the Bank Accounts of the applicants, as registered with the depositories. For other applicants Refund Orders have been dispatched to their address as registered with the depositories. In case the same is not received within ten working days, investors may contact at the address given below. The Refund Orders have been over printed with the Bank Account details as registered, if any, with the depositories. The Equity Shares allotted to successful applicants have been credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is taking steps to get the Equity Shares admitted for trading on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited within 12 working days from the date of closure of the issue.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated August 29, 2011 ('Prospectus')

INVESTORS PLEASE NOTE

This details of the allocation made would be hosted on the website of Registrars to the Issue, Link Intime India Private Limited at Website: www.linkintime.co.in

All future correspondence in this regard may kindly be addressed to the Registrars to the offer quoting full name of the First/ Sole applicant, serial number of the bid-cum-application form, number of shares bid for, name of the Member of the Syndicate, Place where the bid was submitted and payment details at the address given below:

C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078, Maharashtra, India
Tel: (91 22) 2596 0320, Fax: (91 22) 2596 0329, Email: tdpsl.ipo@linkintime.co.in
Investor Grievance Email: tdpsl.ipo@linkintime.co.in, Website: www.linkintime.co.in
Contact Person: Sachin Achar

The Company has filed its Prospectus dated August 29,2011 with the Registrar of Companies, Karnataka, in relation to the Issue (the' Prospectus'). All capitalized terms used in this notice shall, unless the context otherwise requires, have the meanings ascribed in the Prospectus. Investors may please note that the following disclosures supplement the disclosures in the Prospectus. In the disclosure on page 61 of the Prospectus underthe chapter titled 'Capital Structure' in paragraph 'Details of pre-lssue Equity Share capital locked-in for one year' the statement 'Accordingly, 6,647,520 Equity Shares representing approximately 20.00% of the post-Issue paid-up share capital of our Company, will be locked in for a period of one year from the date of Allotment of the Equity Shares in the Issue' is to be read as 'Accordingly, 17,722,881 Equity Shares will be locked in for a period of one year from the date of Allotment of the Equity Shares in the Issue.'