Basis of Allotment

MAHINDRA HOLIDAYS

MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED

(Our Company was incorporated as a private limited called 'Mahindra Holidays & Resorts India Private Limited' on September 20, 1996. The status of our Company was changed to a public limited company by a special resolution of the members passed at the annual general meeting held on January 29,1998. The fresh certificate of incorporation consequent upon conversion was issued to our Company on April 17,1998. by the Registrar of company Tamil Nadu at Chennai. Registered & Corporate Office: Mahindra Towers, 2nd Floor, No, 17/18, Patullos Road,
Chennai - 600 002, Tamil Nadu.
Company Secretary and Compliance Officer: Mr. Rajiv Balakrishnan;
Tel: (91 44) 39881000, Fax: (91 44) 3027 7778,
Email: investors@clubmahindra.com, Website: www.clubmahindra.com

BASIS OF ALLOTMENT

PUBLIC ISSUE OF 92,65,275 EQUITY SHARES OF RS. 10 EACH OF MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED ("MAHINDRA HOLIDAYS" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS.300 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS.290/- PER EQUiTY SHARE), CONSISTING OF A FRESH ISSUE OF 58,96,084 EQUITY SHARES AND AN OFFER FOR SALE OF 33,69,191 EQUiTY SHARES BY MAHINDRA & MAHINDRA LIMITED (THE "SELLING SHAREHOLDER"), AGGREGATING RS.277.96 CRORE (THE "ISSUE"). THE ISSUE CONSTITUTES 11.0 % OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY

THE FACE VALUE PER EQUITY SHARE IS RS.10/-. THE ISSUE PRICE PER EQUITY SHARE IS RS. 300/- AND IT IS 30 TIMES THE FACE VALUE.

In terms of Rule 19(2)(b) of the Securities Contract Regulation Rules, 1957 {"SCRR"), this being an Issue for less than 25% of the post-Issue capital, the Issue was made through the 100% Book Building Process wherein at least 60% of the Issue was to be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs"), out of which 5% was available for allocation on a proportionate basis to Mutual Funds only. The remainder was available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price, if at least 60% of the Issue cannot be allocated to QIBs, then the entire application money was to be refunded forthwith. Further, not less than 10% of the Issue was available for allocation on a proportionate basis to Non-lnsiitutional Bidders and not less than 30% of the Issue was 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 55,747 applications for 83,938,103 equity shares resulting in 9.06 times subscription. The details of the applications received in the issue from Qualified Institutional Buyers, Non-Institutional and Retail Individual Investors categories are as under: (Before technical rejections)

Category

No. of Applications No. of Equity shares No. of times subscription
A Retail Individual Bidders 55,428 8,898,343 3.20
B Non Institutional Bidders 219 8,241,400 8.89
C Qualified Institutional Bidders 100 66,798,360 12.01
Total 55,747 83,938,103 9.06

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

Bid Price

No. of Equity shares % to Total Cumulative Total Cumulative % to total

Rs.275

10,973,780

12.09

90,790,020 100.00
Rs.276 940 0.00 79.816,240 87.91
Rs.277 4,020 0.00 79,815,300 87.91
Rs.278 80 0.00 79,811,280 87.91
Rs.279 220 0.00 79,811,200 87.91
RS.280 9,11,140 1.00 79,810,980 87.91
Rs.281 280 0.00 78,899,840 86.90
Rs.282 2,320 0,00 78,899,560 86.90
Rs.283 20 0.00 78,897,240 8690
Rs.284 40 0.00 78,897,220 86.90
Rs.285 83,460 0.09 78,897,180 86.90
Rs.286 220 0.00 78,813,720 86.81
Rs.287 380 0.00 78,813,500 86.81
Rs.288 200 0.00 78,813,120 86,81
Rs.289 100 0.00 78,812,920 86.81
Rs.290 2,380 0.00 78,812,820 86.81
Rs.291 20 0.00 78,810,440 86.81
Rs.292 20 0.00 78,810,420 86.81
Rs.293 0 6.00 78,810,400 86.81
Rs.294 600 0.00 78,810,400 86.81
Rs.295 1,260 0.00 78,809,800 86.80
Rs.296 20 0.00 78,808,540 86.80
Rs.297 0 0.00 78,808,520 86.80
Rs.298 0 0.00 78,808,520 86.80
Rs.299 40 0.00 78,808,520 86.80
Rs..300 12,224,460 13.46 78,808,480 86.80
Rs.301 460 0.00 66,584,020 73.34
Rs.302 0 0.00 66,583,560 73.34
Rs.303 60 0.00 66,583,560 73.34
Rs.304 100 0.00 66,583,500 73.34
Rs.305 456,280 0.50 66,583,400 73.34
Rs.306 60 0.00 66,127,120 72.84
Rs.307 160 0.00 66,127,060 72.84
Rs.308 120 0.00 66,126,900 72.83
Rs.309 120 0.00 66,126,780 72.83
Rs.310 69,200 0.08 66,126,660 72.83
Rs.311 640 0.00 66,057,460 72.76
Rs.312 1,080 0.00 66,056,820 72.76
Rs.313 0 0.00 66,055,740 72.76
Rs.314 0 0.00 66,055,740 72.76
Rs.315 560 0.00 66,055,740 72.76
Rs.316 300 0.00 66,055,180 72.76
RS.317 20 0.00 66,054,880 72.76
Rs.318 20 0.00 66,054,860 72.76
Rs.319 20 0.00 66,054,840 72.76
Rs.320 1,140 0.00 66,054,820 72.76
Rs.321 0 0.00 66,053,680 72.75
Rs.322 20 0.00 66,053,680 72.75
Rs.323 0 0.00 66,053,660 72.75
Rs.324 420 0.00 66,053,660 72.75
Rs.325 66,053,240 72.75 66,053,240 72.75
Total 90,790,020 100.00

The Basis of Allocation was finalized in consultation with the Designated Stock Exchange, National Stock Exchange of India Limited ("NSE") on 7th July, 2009. The final demand at different bid prices and allocation of equity shares in the following categories is as under:

A. Allocation to Retail Individual Investors including ASBA Applicants (After Technical Refections)
The Basis of Allocation to the Retail Individual Investors, who have bid at cut-off or at the Issue Price of Rs.300/- per Equity Share, was finalized in consultation with NSE. This category has been over-subscribed to the extent of 3.15 times. The total  number of equity shares allotted in this category is 2,779,583 equity shares to 44,397 successful applicants. The category-wise details of the Basis of Allocation are as under:

Category No. of Applns. % to total Total No. of equity shares applied % to total No. of equity shares allocated Ratio Total No. of equity shares allocated
20 11,181 20.70 2,23,620 2.55 20 7:22 71,160
40 5,512 10.20 2,20,480 2.52 20 7: 11 70,160
60 3,148 5.83 1,88,880 2.16 20

FIRM

62,960
80 2,126 3.94 1,70,080 1.94 25

FIRM

53,150

Additional

1 9: 13 1,471
100 3,598 6.66 3,59,800 4.11 32

FIRM

1,15,136
120 748 1.38 89,760 1.02 38 FIRM 28,424
140 3,233 5.98 4,52,620 5.17 44 FIRM 1,42,252
160 1,240 2.30 1,98,400 2.27 51 FIRM 63,240
180 262 0.48 47,160 0.54 57 FIRM 14,934
200 804 1.49 1,60,800 1.84 63 FIRM 50,652
220 132 0.24 29,040 0.33 70 FIRM 9,240
240 156 0.29 37,440 0.43 76 FIRM 11,856
260 151 0.28 39,260 0.45 83 FIRM 12,533
280 157 0,29 43,960 0.50 89 FIRM 13,973
300 20,330 37.63 6,099,000 69.63 95 FIRM 1,931,350
320 1,246 2.31 3,98,720 4.55 102 FIRM 1,27,092

B. Allocation to Non Institutional Investors (After Technical Rejections)
The Basis of Allocation to the Non-Institutional Investors, who have bid at cut-off or at and above the Issue Price of Rs.300/- per Equity Share, was finalized in consultation with NSE. This category has been over-subscribed to the extent of 7.87 times. The total number of equity shares allotted in this category is 926,527 equity shares to 140 successful applicants. The category-wise details of the Basis of Allocation (sample) are as under:

Category

No. of Applns. % to total Total No. of equity shares applied % to total No. of equity shares allocated Ratio Total No. of equity shares allocated
340 2 1.43 680 0.01 43 FIRM 86
1,000 10 7.14 10,000 0.14 127 FIRM 1,270
3,000 1 0.71 3,000 0.04 381 FIRM 381
5,000 2 1.43 10,000 0.14 635 FIRM 1,270
10,000 3 2.14 30,000 0.41 1,270 FIRM 3,810
25,000 1 0.71 25,000 0.34 3,174 FIRM 3,174
50,000 2 1.43 1,00,000 1.37 6,349 FIRM 12,698
6,50,000 1 0.71 6,50,000 8.91 82,528 FIRM 82,528
6,66,240 1 0.71 6,66,240 9.13 84,590 FIRM 84,590
7,69,220 1 0.71 7,69,220 10.54 97,665 FIRM 97,665
9,31,660 1 0.71 9,31,660 12.77 1,18,286 FIRM 1,18,286
1,001,000 1 0.71 1,001,000 13.72 1,27,088 FIRM 1,27,088

C. Allocation to QIBs
Allocation to QIBs has been done on a proportionate basis in consultation with NSE, As per the SEBI (Disciosure and Investor Protection) Guidelines 2000, Mutual Funds were initially allotted 5% of the quantum of equity shares available 277,958 equity shares and other QIBs and unsatisfied demands of Mutual Funds were allotted the remaining available equity shares 5,521,807 equity shares.

Category

Fls/Banks Flls MFs ICs VCs Total

No. of equity shares

5,22,624 1,312,367 2,125,405 1,596,041 2,728 5,559,165

The IPO committee of the company at its Meeting held at Chennai on 8th July, 2009 has approved the basis of allocation of equity shares of the issue and has allotted the equity shares to various successful applicants.

Despatch of the CAN-cum-Refund Orders, allotment advice, intimation regarding refunds through electronic mode (ECS, RTGS, NEFT or Direct Credit) and notices (where applicable) have been dispatched to the address of the investors as registered with the depositories has been completed on 10th July, 2009. Instructions to ASBA banks to transfer funds related to equity shares allotted, if any, and unblock the remaining amount have been given on 9th July, 2009. 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 allocated io successful applicants are being 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 tor trading on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited within seven working days from the date of approval of the basis of allocation i.e.on or before 16th July, 2009

INVESTORS PLEASE NOTE

This details of the allocation made would be hosted on the website of Registrars to the Issue, Karvy Computershare Private Limited at http://karisma.karvy.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 equity 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:

Karvy Computershare Private Limited
Unit: MHRIL, Plot No. 17 to 24, Vitharao Nagar, Hitech City Road, Madhapur. Hyderabad -500081,
Fax: 040-23420814 Email: einward.ris@Karvy.com
TOLL FREE - HELPLINE NUMBER: 1-800-3454001

Place: Chennai
Date: 13th July, 2009
For Mahindra Holidays & Resorts India Limited
Sd/-
Rajiv Balakrishnan
Company Secretary

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

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