Basis of Allotment

TECH MAHINDRA LIMITED

TECH MAHINDRA LIMITED

Registered Office: Tech Mahindra Limited, Gateway Building, Apollo Bunder, Mumbai 400 001, India. Tel: +91 22 2202 1031; Fax: +91 22 2202 8780

Corporate Office: Tech Mahindra Limited, Sharada Centre, Off Karve Road, Erandavane, Pune 411 004, India Tel: +91 20 5601 8100; Fax: +91 20 5601 8313. Contact Person: Mr. Vikrant Gandhe; Tel: +91 20 5601 8100. E-mail: tmlipo@techmahindra.com ; Website: www.techmahindra.com

BASIS OF ALLOTMENT

PUBLIC ISSUE OF 12,746,000 EQUITY SHARES OF Rs. 10 EACH OF TECH MAHINDRA LIMITED ("TECH MAHINDRA" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 365 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 355 PER EQUITY SHARE), CONSISTING OF A FRESH ISSUE OF 3,186,480 EQUITY SHARES AND AN OFFER FOR SALE OF 9,559,520 EQUITY SHARES BY MAHINDRA & MAHINDRA LIMITED AND BRITISH TELECOMMUNICATIONS PLC (THE "SELLING SHAREHOLDERS"), AGGREGATING Rs. 4,652.29 MILLION (THE "ISSUE"). 1,158,790 EQUITY SHARES OF Rs. 10 EACH WERE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE "NET ISSUE". THE ISSUE CONSTITUTES 11% OF THE PAID UP POST-ISSUE CAPITAL. THE NET ISSUE CONSTITUTES 10% OF THE PAID UP POST-ISSUE CAPITAL.

THE FACE VALUE PER EQUITY SHARE IS RS.10/- EACH. THE ISSUE PRICE IS RS. 365/- EACH AND THE ISSUE PRICE IS 36.5 TIMES OF THE FACE VALUE.

In terms of Rule 19(2)(b) of the Securities Contract Regulations Rules, 1957, the Issue was made through the 100% Book Building Process where at least 60% of the Net Issue to the public was allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs"). 5% of the QIB Portion was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, up to 10% of the Net Issue to the public was available for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Net Issue to the public was available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, 1,158,790 Equity Shares were available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price.

The Issue received 193,731 applications for 893,318,368 equity shares resulting in 70.09 times subscription. The details of the applications received (before rejections) in the Issue from QIBs, Non-Institutional, Retail Individual Bidders and Employees under the Employee Reservation Portion are as under:

Category No.of Application No. of Shares applied for Subcription (no.of times)
Retail Individual Bidders 187,954 26,349,808 7.58
Non Institutional Bidders 1,386 142,520,192 123.00
QIBs 365 722,895,856 103.98
Employees 4,026 1,552,512 1.34
Total 193,731 893,318,368 70.09

Final Demand

A sample of the final demand at different bid prices is as under:

Bid Price No. of Shares % to Total Cumulative Total Cumulative % to total
315 9,390,400 0.94 1,003,408,800 100.00
320 23,888 0.00 994,014,672 99.06
325 685,856 0.07 993,943,216 99.06
330 337,600 0.03 993,102,768 98.97
335 454,352 0.05 992,763,424 98.94
340 4,367,600 0.44 992,306,592 98.89
345 2,018,144 0.20 987,602,992 98.42
350 31,099,936 3.10 985,470,864 98.21
355 11,586,928 1.15 954,365,872 95.11
360 28,255,568 2.82 942,610,640 93.94
365 888,497,904 88.55 914,337,472 91.12
Cut-off 25,839,568 2.58 25,839,568 2.58
Total 1,003,408,800

The Basis of Allotment was finalized in consultation with the National Stock Exchange of India Limited ("NSE") on August 16, 2006. The Committee of Directors of the Company at its meeting held on August 17, 2006 have allotted the Equity Shares in the Issue to successful applicants.

A. Allocation to Retail Individual Investors

The category (net of technical/multiple rejections) was over subscribed 7,36436 times. The total number of shares allotted in this category is 3,476,169 Equity Shares to 1,42,318 allottees i.e.77.67% of valid applicants. The category-wise applicants. The category-wise details of the Basis of Allotment in this category are as under:

Category No.of Applications % to
total
Total No. of Shares applied % to
total
No of Shares allocated Ratio Total No. of Shares allocated
16 16,040 8.75 256,640 1 16 15:100 38,560
32 16,415 8.96 525,280 2.05 16 7:25 73,536
48 12,138 6.62 582,624 2.28 16 21:50 81,568
64 8,700 4.75 556,800 2.18 16 14:25 77,952
80 8,814 4.81 705,120 2.75 16 17:25 95,904
96 8,734 4.77 838,464 3.28 16 41:50 114,592
112 5,041 2.75 564,592 2.21 16 24:25 77,424
128 47,385 25.86 6,065,280 23.69 17 FIRM 805,545
144 1,684 0.92 242,496 0.95 20 FIRM 33,680
160 2,706 1.48 432,960 1.69 22 FIRM 59,532
176 534 0.29 93,984 0.37 24 FIRM 12,816
192 1,101 0.6 211,392 0.83 26 FIRM 28,626
208 887 0.48 184,496 0.72 28 FIRM 24,836
224 421 0.23 94,304 0.37 31 FIRM 13,051
240 1,184 0.65 284,160 1.11 33 FIRM 39,072
256 1,995 1.09 510,720 2 35 FIRM 69,825
272 49,450 26.99 13,450,400 52.54 37 FIRM 1,829,650

B. Allocation to Non Institutional Investors

The category was subscribed (net of technical/multiple rejections) 122.62438 times. The total number of shares allotted in this category is 1,158,715 Equity Shares to 1,072 allottees i.e.83.82% of valid applicants. A sample of the category-wise details of the Basis of Allotment in this category are as under:

Category No.of Applications % to
total
Total No. of Shares applied % to
total
No of Shares allocated Ratio Total No. of Shares allocated
288 49 3.83 14,112 0.01 16 1:7 112
1,200 8 0.63 9,600 0.01 16 5:8 80
10,960 5 0.39 54,800 0.04 89 FIRM 445
54,784 22 1.72 1,205,248 0.85 447 FIRM 9,834
136,976 11 0.86 1,506,736 1.06 1,117 FIRM 12,287
273,968 8 0.63 2,191,744 1.54 2,234 FIRM 17,872
547,936 4 0.31 2,191,744 1.54 4,469 FIRM 17,876
1,260,272 3 0.23 3,780,816 2.66 10,277 FIRM 30,831
1,522,000 1 0.08 1,522,000 1.07 12,412 FIRM 12,412
2,739,968 1 0.08 2,739,968 1.93 22,344 FIRM 22,344
5,600,000 1 0.08 5,600,000 3.94 45,668 FIRM 45,668
6,944,000 1 0.08 6,944,000 4.89 56,628 FIRM 56,628
7,134,704 1 0.08 7,134,704 5.02 58,183 FIRM 58,183
8,561,648 1 0.08 8,561,648 6.03 69,820 FIRM 69,820
10,027,392 1 0.08 10,027,392 7.06 81,732 FIRM 81,732
11,584,000 2 0.16 23,168,000 16.31 94,425 FIRM 188,850
11,587200 1 0.08 11,587,200 8.15 94,450 FIRM 94,450

C Allocation to QIBs                        

As per the SEBI guidelines, Mutual Funds were initially allotted 5% of the quantum of shares available (347,617) and other QIBs and unsatisfied demands of Mutual Funds were allotted the remaining available shares (6,604,709) on proportionate basis. Total number of shares allotted in this category is 6,952,326 Equity Shares to 363 allottees i.e. 99.45% of valid applicants. Mutual Funds were allotted 23.26% and other QIB applicants were allotted 76.74% of the shares allotted in the QIB category.

Category Fls/Banks MFs Flls Insurance Companies VCs Total
No. of Shares 244,773 1,617,078 4,711,599 378,876 NIL 6,952,326

D. Allocation to Employees under the Employee Reservation Investors

The category (net of technical/multiple rejections) was over subscribed 1.31 times. The total number of shares allotted in this category is 1,158,790 Equity Shares to of 3,921 allottees i.e. 100.00% of valid applicants. The sample of the category-wise details of the Basis of Allotment in this category are as under: 

Category No.of Applications % to
total
Total No. of Shares applied % to
total
No of Shares allocated Ratio Total No. of Shares allocated
32 173 14.16 5,536 6.69 32 FIRM 5,536
48 215 17.59 10,320 12.48 48 FIRM 10,320
64 185 15.14 11,840 14.32 64 FIRM 11,840
80 166 13.58 13,280 16.06 80 FIRM 13,280
96 425 34.78 40,800 49.33 96 FIRM 40,800
272 450 16.67 122,400 6.65 219 FIRM 98,550
400 59 2.19 23,600 1.52 308 FIRM 18,172
1,008 22 0.82 22,176 1.72 729 FIRM 16,038
20,000 1 0.04 20,000 1.71 13,880 FIRM 13,880
21,920 1 0.04 21,920 1.87 15,209 FIRM 15,209
24,896 1 0.04 24,896 2.13 17,270 FIRM 17,270
25,008 1 0.04 25,008 2.14 17,348 FIRM 17,348
27,408 2 0.07 54,816 4.69 19,025 FIRM 38,050
41,088 1 0.04 41,088 3.52 28,498 FIRM 28,498
54,784 3 0.11 164,352 14.09 37,986 FIRM 113,958
68,000 1 0.04 68,000 5.83 47,138 FIRM 47,138

The physical refund warrants, intimation regarding refunds through electronic modes (ECS, RTGS. NEFT or Direct Credit) and allotment advice have been dispatched to the address of the investors as registered with the depositories on August 18, 2006. In case the same is not received within ten days, investors may contact at the  address given below. The Refund Orders have been over-printed with the Bank Mandate details as registered, if any, with the depositories.                            

The Equity Shares allocateo to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned on August 18, 2006. The listing application nas Deen fiiec with the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited on August 18,2006 and the Company is taking steps to complete all formalities for listing and commencement of trading of Equity Shares on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited within seven working days from the date of Allotment.                            
INVESTORS PLEASE NOTE  

This details of the allocation made would be hosted on the website of Registrars to the Issue, Intime Spectrum Registry Limited at www.intimespectrum.com.                              

All future correspondence in this regard may kindly be addressed to the Registrars to the issue 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 and Place where the bid was submitted and payment details at the address given below:

INTIME SPECTRUM REGISTRY LIMITED
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400 078, India
Tel.: +91 22 2596 0320, Fax: +91 22 2596 0329, Email: tm-ipo@intimespectrum.com, Website: www.intimespectrum.com

Place : Mumbai
DAte : August 18, 2006

For Tech Mahindra Limited
Sd/-
Vikrant Gandhe
Assistant Company Secretary and Compliance Officer

THE LEVEL OF SUBSCRIPTIOIN SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF TECH MAHINDRA LIMITED.

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