Uniparts India IPO Basis of Allotment

Our Company was incorporated as "Uniparts India Limited" under the Companies Act, 1956 at Delhi, pursuant to a certificate of incorporation dated September 26,1994 issued by the Registrar of Companies, Delhi and Haryana at Delhi ("RoC"). Our Company received a certificate of commencement of business on September 7,1998 from the RoC. For details of change in the Registered Office, see "History and Certain Corporate Matters - Changes in the Registered Office" on page 188 of the prospectus dated December 3, 2022 ("Prospectus").

Our Company has filed the Prospectus with the RoC and the Equity Shares are proposed to be listed on the Main Board of BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges"), and the trading will commence on Monday, December 12, 2022.

INITIAL PUBLIC OFFERING OF UP TO 14,481,942 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH ("EQUITY SHARES") OF UNIPARTS INDIA LIMITED ("OUR COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs 577 PER EQUITY SHARE ("OFFER PRICE") AGGREGATING UP TO Rs 8,356.08 MILLION, COMPRISING AN OFFER FOR SALE OF UP T0 14,481,942 EQUITY SHARES AGGREGATING UP TO Rs 8,356.08 MILLION, COMPRISING AS PER THE TABLE PROVIDED BELOW:

THE OFFER CONSTITUTES 32.09% OF OUR POSTOFFER PAID-UP EQUITY SHARE CAPITAL.

OFFER PRICE: Rs 577 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH.

ANCHOR INVESTOR OFFER PRICE: Rs 577 PER EQUITY SHARE THE OFFER PRICE IS 57.70 TIMES THE FACE VALUE OF THE EQUITY SHARES

• The Offer comprises only an Offer for Sale by the Selling Shareholders and our Company will not receive any proceeds from the Offer for Sale.

• Weighted average cost of acquisition of all Equity Shares transacted in last three years and one year immediately preceding the date of the Prospectus.

As certified by M/s S. C. Varma and Co., Chartered Accountants, our Statutory Auditors, by way of their certificate dated December 3, 2022.

*Excluding transfer by way of gift as no consideration was paid.

• Product Concentration Risk: The Company derives significant portion of its revenues from 3-point linkage systems ("3PL") and precision machined parts ("PMP") product verticals. The revenue from 3PL and PMP of total revenue from operations are as provided below:

• Customer Concentration Risk: The Company is dependent on a limited number of customers for a significant portion of its revenues. Revenue from the top 10 customers across product segments and geographies was 74.62 %, 73.08 %, 70.42% and 71.30% of the revenue from operations for Fiscal 2020, 2021 and 2022 and in the three months ended June 30, 2022, respectively.

• The Company is significantly impacted by the availability of raw materials, particularly steel, power and fuel and labour. The cost of raw materials and employee benefit expense as % of our total expenses is as provided below:

• Fluctuations in foreign currency may harm our results from operations. Our Company's revenues, operating expenses and finance costs are significantly influenced by the currencies of those countries where we manufacture and/or sell our products (for example, the United States, Europe and Japan). The revenue from operations derived from outside India was

69.89%, 67.41 %, 72.30% and 70.02% of the total revenue from operations for Fiscal 2020, 2021 and 2022 and in the three months ended June 30, 2022, respectively.

• The three BRLMs associated with the Offer have handled 68 public issues in the past three years, out of which 25 issues closed below the offer price on listing date.

Issues handled where there were no common BRLMs.

For further details and definitions please refer the Prospectus.

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR"), read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company and the Investor Selling Shareholders in consultation with the BRLMs allocated 60% of the QIB Portion to Anchor Investors and the basis of such allocation was on a discretionary basis by the Company and the Investor Selling Shareholders, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations (the "Anchor Investor Portion"), of which one-third was reserved for 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) was made available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids having been received at or above the Offer Price, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-lnstitutional Investors ("Non-Institutional Category") of which one-third of the Non-lnstitutional Category was made available for allocation to Bidders with an application size of more than Rs 200,000 and up to Rs 1,000,000 and two-third of the Non-lnstitutional Category was made available for allocation to Bidders with an application size of more than Rs 1,000,000 and under-subscription in either of these two sub-categories of Non-lnstitutional Category could have been allocated to Bidders in the other sub-category of Non-lnstitutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Further, not less than 35% of the Offer was made available for allocation to Retail Individual Investors ("Retail Category"), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (except Anchor Investors) were required to mandatory participate in this Offer only through the Application Supported by Blocked Amount ("ASBA") process, and provide details of their respective bank account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount was blocked by the Self Certified Syndicate Banks ("SCSBs") or the Sponsor Bank, as the case may be. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure" on page 431.

The bidding for Anchor Investors opened and closed on Tuesday, November 29, 2022. The Company received 21 applications from 17 Anchor Investors for 4,686,900 Equity Shares. The Anchor Investor Offer Price was finalized at Rs 577 per Equity Share. A total of 4,344,582 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs 2,506,823,814.00/-.

The Offer received 827,720 banked applications for 261,403,550 Equity Shares (including applications from Anchor Investors and prior to technical rejections) resulting in 18.05 times subscription. The details of the banked applications received in the Offer from various categories (including Anchor Investors) are as under (before technical rejections):

Final Demand

Asummary of the final demand as per BSE and 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 December 7, 2022.

A. Allotment to Retail Individual Investors (after technical rejections) (including ASBA Applications)

The Bass of Allotment to the Retail Individual Investors, who have bid at the Cut-Off Price or at the Offer price of Rs 577 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 451 times (after technical rejections). The total number of Equity Shares Allotted in Retail portion is 5,068.680 Equity Shares to 202,747 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-Institutional Investors (More than Rs 0.20 million and up to Rs 1.00 million) (after technical rejections)

The Baas of Allotment to the Non-Institutional Investors (More than Rs 0.20 million and up to Rs 1.00 million).who have bid at the Offer Price of Rs 577 per Equity Share was finalized in consultation with BSE The sub-category of the Non- Institutional Portion comprising Non- Institutional Investors Bidding (More then Rs 0.20 million and up to Rs 1.00 million) has been subscribed to the extent of 14.71 times (after technical rejections. The total number of Equity Shares Allotted in the category is 724,098 Equity Shares to 2,068 successful Non-Institutional Investors. The category-wise details of fie Basis of Allotment are as under (Sample):

C. Allotment to Non- Institutional Investors (More than Rs 1.00 million) (after technical rejections)

The Basis of Allotment to the Non- Institutional Investors (More than Rs 1.00 million) who have bid at the Offer Price of Rs 577 Equity Share was finalized in consultation within the BSE. The sub-category of the Non- Institutional Portion comprising Non- Institutional Investors Bidding above Rs 1.00 million has been subscribed to the extent of 21.98 times (after technical rejections). The total number of Equity Shares Allotted in this category is 1,448.194 Equity Shares to 4,137 successful Non- Institutional Investors. The category-wise details of the Basis of Allotment are asunder (Sample):

D. Allotment to QIBs (Excluding Anchor Investors) (after technical rejections)

Allotment to QIBs (excluding Anchor Investors), who have Bid at the Offer Price of Rs 577 per Equity Share has been done an a proportionate basis in consolation with BSE. This category has been subscribed to the extent of 65.70 times of Net QIB Portion. As per the SEBI ICDR Regulations. Mutual Funds were Allotted 5% of toe Equity Shares of Net QIB Portion available i.e. 144.820 Equity Shares and other QIBs including Mutual Funds were Allotted the remaining available Equity Shares i e, 2,751,568 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the Net QIB Portion is 2,896,388 Equity Shares, which were allotted to 80 successful Applicants. The category-wise details of the Base of Allotment are as under.

E Allotment to Anchor Investors

The Company and the Investor Selling Shareholders. in consultation with the BRLMs has allocated 4,344,582 Equity Shares to 17 Anchor Investor (through (including 5 domestic Mutual Funds through 9 Mutual Fund schemes) 21 Anchor Investors Application Forms at the Anchor Investor Offer Price of Rs 577 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company in its meeting held on December 7, 2022 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum Unblocking intimations have been dispatched to the email id or 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 7, 2022 and payments to non-Syndicate brokers have been issued on December 8, 2022 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 8, 2022 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 8, 2022. The Company has received listing and trading approval from NSE and BSE and the trading will commence on December 12, 2022.

Note. All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them the Prospectus.

INVESTORS PLEASE NOTE

The details of the Allotment made will be hosted on the website of re 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 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.

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 UNIPARTS INDIA LIMITED.

UNIPARTS INDIA LIMITED has Filed the prospectus dated December 3, 2022 with the RoC and thereafter with the Securities and Exchange Board of India ("SEBI") and the Stock Exchanges. The Prospectus is available on the website of the SEBI at www.seb.gov.in, the website of the National Stock Exchange of India Limited at www.nseindia.com and the website of the BSE Limited at www.bseindia.com and the respective websites of the book running lead managers to the Offer i.e. Axis Capital Limited at www.axiscapital.co.in, DAM Capital Advisors Limited at www.damcapital.in and JM Financial Limited at www.jmfl.com. Investors should note that Investment in equity shares involves a high degree of risk and for details in relations to such risk. please see the section titled 'Risk Factors' on page 27 of the Prospectus.

Potential investors should not rely on the DRHP filed with the SEBI in making any investment decision.

The Equity Shares have not been and wit not be registered under the U.S Secures Ad of 1933 (the "U S Securities Act") or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from or in a transaction not subjet to the registration requirements at the U.S. Securities Act and applicable U.S. state Securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore fans actions in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made. There will be no pubic offering of the Equity Shares in the United States.