Ujjivan Financial Services IPO Basis of Allotment

UJJIVAN FINANCIAL SERVICES LIMITED

Our Company was originally incorporated as Ujjivan Financial Services Private Limited on December28,2004 at Bengalum.Kamataka, India asa private limited company under the Companies Act, 1956. Pursuant toacertifirate issued by the R on October 31,2005, our Company was permitted to commence operations as a non-banking financial company ('NBFC') under section 45IA of the Reserve Bank of India Act, 1934. Since financial year 2008-09, we have been classified as a systemically important non-deposit accepting NBFC. Our Company was granted NBFC-Microfinance Institution ('NBFC-MFI') status by the RBI on September 5,2013. Subsequently, our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting ('EGM') held on November 3,2015 and the name of our Company was changed to Ujjivan Financial Services Limited. Afresh certificate of incorporation consequent upon conversion to a public limited company was issued by the Registrar of Companies, Bangalore, Karnataka ('RoC') on November 26,2015. Subsequently, a fresh certificate of NBFC-MFI registration consequent upon the change of name of our Company was issued by the RBI on March 4,2016. For details of change in the name and Registered Office of our Company, see 'History and Certain Corporate Matters' on page 144 of the Prospectus dated May 3,2016 filed with the RoC.67

Registered and Corporate Office: Grape Garden, No. 27,3rd A Cross, 18th Main, 6th Block, Koramangala, Bengaluru 560 095, Karnataka, India.
Contact Person: Sanjeev Barnwal, Company Secretary and Compliance Officer
Tel: +91 80 4071 2121; Fax: +91 80 4146 8700; E-mail: compliance@ujjivan.com; Website: www.ujjivan.com;
Corporate Identity Number: U65999KA2004PLC035329

Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ('SEBIICDR Regulations') or in terms of the Companies Act, 2013

BASIS OF ALLOTMENT

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 or about May 10,2016.

INITIAL PUBLIC OFFER OF 42,023,609 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ('EQUITY SHARES') OF UJJIVAN FINANCIAL SERVICES LIMITED ('COMPANY' OR 'ISSUER') FOR CASH AT A PRICE OF RS 210* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 200 PER EQUITY SHARE) AGGREGATING TO RS 8,824.96 MILLION ('OFFER') COMPRISING A FRESH ISSUE OF 17,055,277 EQUITY SHARES AGGREGATING TO RS 3,581.61 MILLION* BY THE COMPANY ('FRESH ISSUE') AND AN OFFER FOR SALE OF 24,968,332 EQUITY SHARES AGGREGATING TO RS 5,243.35 MILLION, COMPRISING OF AN OFFER FOR SALE OF 3,495,626 EQUITY SHARES BY ELEVAR EQUITY MAURITIUS ('ELEVAR' AND SUCH OFFERED SHARES 'ELEVAR OFFERED SHARES'), 3,060,722 EQUITY SHARES BY INTERNATIONAL FINANCE CORPORATION ('IFC' AND SUCH OFFERED SHARES 'IFC OFFERED SHARES'), 1,754,386 EQUITY SHARES BY INDIA FINANCIAL INCLUSION FUND ('IFIF' AND SUCH OFFERED SHARES, 'IFIF OFFERED SHARES'), 2,523,725 EQUITY SHARES BY MAURITIUS UNITUS CORPORATION ('MUC' AND SUCH OFFERED SHARES 'MUC OFFERED SHARES'), 2,698,163 EQUITY SHARES BY NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. ('FMO' AND SUCH OFFERED SHARES 'FMO OFFERED SHARES'), 2,935,213 EQUITY SHARES BY SARVA CAPITAL LLC ('SARVA CAPITAL' AND SUCH OFFERED SHARES 'SARVA CAPITAL OFFERED SHARES'), 3,093,869 EQUITY SHARES BYWCP HOLDINGS III ('WCP' AND SUCH OFFERED SHARES 'WCP OFFERED SHARES') AND 5,406,628 EQUITY SHARES BY WWB CAPITAL PARTNERS, L.P. ('WWB' AND SUCH OFFERED SHARES 'WWB OFFERED SHARES') (ELEVAR, FMO, IFC, IFIF, MUC, SARVA CAPITAL, WCP, AND WWB COLLECTIVELY REFERRED TO AS THE 'SELLING SHAREHOLDERS' AND ELEVAR OFFERED SHARES, FMO OFFERED SHARES, IFC OFFERED SHARES, IFIF OFFERED SHARES, MUC OFFERED SHARES, SARVA CAPITAL OFFERED SHARES, WCP OFFERED SHARES, AND WWB OFFERED SHARES COLLECTIVELY REFERRED TO AS THE 'OFFERED SHARES') BY THE SELLING SHAREHOLDERS ('OFFER FOR SALE'). THE OFFER WOULD CONSTITUTE 35.54% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

*PLEASE NOTE THAT THE ANCHOR INVESTOR OFFER PRICE IS RS 210 PER EQUITY SHARE.

THE FACE VALUE OF EQUITY SHARES IS RS 10 EACH. THE OFFER PRICE IS RS 210 PER EQUITY SHARE AND IS 21 TIMES THE FACEVALUE OF THE EQUITY SHARES.

^OUR COMPANY HAS, IN CONSULTATION WITH THE BRLMS, UNDERTAKEN A PRE-IPO PLACEMENT OF 14,236,057 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING TO RS 2,918.39 MILLION. THE SIZE OF THE FRESH ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS DATED DECEMBER 31, 2015, BEING RS 6,500 MILLION, HAS BEEN REDUCED ACCORDINGLY.

THE OFFER WAS MADE ONLY TO RESIDENT INDIAN BIDDERS AND THE EQUITY SHARES IN THE OFFER WERE NOT OFFERED TO PERSONS IN ANY JURISDICTION OUTSIDE INDIA.

THE OFFER PRICE : RS 210 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH
THE OFFER PRICE IS 21 TIMES OF THE FACE VALUE
INVESTOR OFFER PRICE: RS 210 PER EQUITY SHARE

Risks to Investors:

i. The 4 Merchant Bankers associated with the issue have handled 26 public issues in the past three years out of which 10 issues closed below the issue price on listing date.

ii. Average cost of acquisition of equity shares for the Selling Shareholders in IPO is as follows:

(a) Rs. 58.99 for Elevar Equity Mauritius; (b) Rs.77.21 for International Finance Corporation; (c) Rs.57.00 for India Financial Inclusion Fund; (d) Rs.23.54 for Mauritius Unitus Corporation; (e) Rs.57.00 for NederlandseFinancierings-MaatschappijvoorOntwikkelingslanden N.V.; (f) Rs.57.00 for Sarva Capital LLC; (g) Rs.57.00 for WCP Holdings III; and (h) Rs.68.37 for WWB Capital Partners, L.P. However, the price at which the >v Equity Shares are being offered to public at the upper end of the price band is Rs.210.

BID/OFFER PROGRAMME:

BID/OFFER OPENED ON APRIL28, 2016' | BID/OFFER CLOSED ON MAY 02,2016
The Anchor Investor Bid/Offer Period opened and closed on April 27, 2016.

The Offer was made in terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR'), wherein a minimum Offer size of at least such percentage of Equity Shares equivalent to a value of Rs. 4,000 million (calculated at the Offer Price) had been offered to the public. The Offer was made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations, wherein 50% of the Offer was allocated on a proportionate basis to 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'), at the Anchor Investor Allocation Price. Atleast one-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders (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 Bidders and not less than 35% of the Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, participated in the Offer mandatorily through the Application Supported by Blocked Amount ('ASBA') process providing details of their respective bank account which were blocked by the Self Certified Syndicate Banks ('SCSBs'). Anchor Investors were not permitted to participate in the Offer through ASBA Process. For details, see 'Offer Procedure' on page 240 of the Prospectus. The RBI has, through its letter dated February 9,2016, communicated that any investor who wishes to acquire 5% or more of the post-Offer capital of the Company, pursuant to the Offer, shall require the prior approval of the RBI. For further details, see 'Terms of the Offer- Basis of Allocation' on page 233 of the Prospectus. Any Bidder who, either by himself directly or indirectly or along with the relatives, or associated enterprises, or persons acting in concert as described under Section 12B of the Banking Regulation Act ('Other Persons') associated with it, Bided for such number of Equity Shares that (along with the existing aggregate shareholding in our Company of such Bidder and the Other Persons associated with such Bidder), results in such Bidder, together with the Other Persons associated with such Bidder, holding 5% or more of the post-Offer paid-up share capital of our Company, had to obtain a valid and subsisting approval of the RBI to be eligible to acquire and hold, after considering its existing shareholding if any, in our Company, together with the existing shareholding in our Company, if any, of the Other Persons associated with such Bidder, 5% or more of the post-Offer paid-up share capital of our Company, either individually or on an aggregate basis with the Other Persons associated with such Bidder, as the case may be, subject to the subscription level in the Offer.

The Offer received 646,881 Bids for 1209,763,520 Equity Shares (before technical rejections) resulting in 28.79 times subscription. The details of the Applications received in the Offer from Retail Individual Bidders, Non-Institutional Bidders, QIB Bidders (excluding Anchor lnvestors)and Anchor Investors are as under (Before technical rejections):