Basis of Allotment
3 i Infotech Limited

3i Infotech Limited
Innovation * Insight *Integrity
(Formerly ICICI Infotech Limited)

(Originally incorporated as ICICI Investor's Services Limited on October 11, 1993 under the Companies Act, 1956, with its registered office at 163, Backbay Reclamation, Bombay 400 020. The name was changed to ICICI Infotech Services Limited on March 9, 1999. Subsequently, the name was changed to ICICI Infotech Limited on October 23, 2002. The name has been changed to 3i Infotech Limited on January 20, 2005. The registered office was shifted to Maratha Mandir Annex, Dr. A. R. Nair Road, Mumbai Central, Mumbai 400 008 with effect from January 15, 1998. Subsequently, the registered office was shifted to 'Zenith House, K. K. Marg, Mahalaxmi, Mumbai 400 034 with effect from September 14, 2000. On July 22, 2002 the registered office was shifted to the address below.)

Registered Office: Tower # 5, 3rd to 6th Floors, International Infotech Park, Vashi, Navi Mumbai 400 703, Tel:(91 22) 5592 8094; Fax:(91 22) 55592 8094;
Contact person: Mr. Shivanand Shettigar; Email:3iinvestors@31-infotech.com Website:www.3i-infotech.com

BASIS OF ALLOTMENT

Public Issue of 20,000,000 Equity Shares of Rs. 10 each for cash at a price of Rs.100 per Equity Share aggregating Rs.2000 million, (the "Issue") by 3i Infotech Limited ("3i Infotech" or the "Company" or the "Issuer"). 400,000 Equity Shares will be reserved in the Issue for subscription by permanent employees and directors in India of the Company (the "Employee Reservation Portion"). There will also be a Green Shoe Option of 3,000,000 Equity Shares for cash at a price of Rs.100 per Equity Share aggregating Rs.300 million. The Issue adn the Green Shoe Option aggregate Rs.2,300 million. The face value of the Equity Shares is Rs.10 and the Issue price is 10 times the Face Value. The Issue will constitute 39.21% of the fully diluted post Issue paid-up capital of the Company assuming that the Green Shoe Option is not exercised and 42.59% assuming that the Green Shoe Option is exercised in full.

The Book Running Lead Managers ("BRLMs") to the Issue are JM Morgan Stanley Private Limited and DSP Merrill Lynch Limited. ICICI Securities Limited is the Co-Book Running Lead Manager ("CBRLM"). The Equity Shares of the company are proposed to be listed on The Stock Exchange, Mumbai and the National Stock Exchange of India Limited and trading is scheduled to start on or around April 22, 2005.

The Issue was made through a 100 % book building scheme where in upto 2 % of the Issue or 400,000 Equity Shares were reserved for employees. The Net Issue to the Public is thus 19,600,000 Equity Shares. Upto 50 % of the Net Issue to public or 9,800,000 Equity shares was to be available for allocation on a discretionary basis to Qualified Institutional Buyers. Further, not less 15 % fo the Net Issue to Public or 2,940,000 equity shares was to be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35 % of the Net Issue to Public or 6,860,000 equity shares was to be available for allocation on a proportionate basis to Retail Bidders, subject valid Bids being received at or above the Issue Price.

Final Demand

A summary fo the Final demand at various price levels as per the electronic book is given below

Bid Price No of Applications No of Shares % Cumulative no of Shares Cumulative %
Cut off 157,121 55,910,660 36.8% 50,910,660 36.8%
100 15,046 70,400,480 50.8% 121,311,240 87.6%
99 33 25,620 0.0% 121,336,860 87.6%
98 251 257,220 0.2% 121,594,080 87.8%
97 41 120,060 0.1% 121,714,140 87.9%
96 33 75,480 0.1% 121,789,620 87.9%
95 746 7,474,500 5.4% 129,264,120 93.3%
94 45 36,960 0.0% 129,301,080 93.3%
93 21 21,780 0.0% 129,322,860 93.4%
92 444 367,800 0.3% 129,690,660 93.6%
91 34 15,480 0.0% 129,706,140 93.6%
90 1,326 8,809,5560 6.4% 138,515,700 100.0%
Total 175,141 138,515,700 100.0%

The Company has received 1,68,4554 valid for 118,336,140 Equity shares. The Company, in consultation with the BRLMs and  CBRLM has decided to verallovate to the entire extent of the 3,000,000 Equity shares arising out of the Green Shoe option. The 3,000,000 Equity shares have been allocated to the Retail Individual Bidders, Non institutional Bidders and Qualified institutional Bidders in the ratio of 35:15:50. The valid demand (considering highest value bid in case of multiple bids) from Retail, Non Institutional and Institutional categories is as under:

Valid Bids Available Allocation Valid Applications Over-Subscription
Non-Institutional 11,754,720 3,390,000 521 3.5
Retail 53,601,480 7,910,000 167,535 6.8
Employees 265,920 400,000 366 0.7
QIB 52,714,020 11,300,000 32 4.7
TOTAL 118,336,140 23,000,000 168,454 5.1

Further, the under subscription in the Employee Category was spilled over to the Non-Institutional Category and the Retail Category in the ratio of 1:1 Thus, the allocation available to the Non_Institutional Category is 3,4557,040 Equity Shares, while the allocation available to the Retail Category is 7,977,040 Equity Shares.

A) Allotment to Non Insutitutional Bidders

The Basis of Allotment to the Non Institutional Bidders who bid at the Issue Price of  Rs.100 per Equity Shares was finalised in consultation with the National Stock Exchange of  India   Limited on a proportionate basis after rounding off  to the nearest one share, subject to a minimum allocation of 60 equity shares. The total number of shares allocated in this category is 3,457,040. A sample of the category-wise details and the Basis of Allocation is as under:

CATEGORY NO OF
APPLNS		 % TO
TOTAL		 NO OF SHARES
APPLIED		 % TO
TOTAL		 NO.OF SHARES
ALLOCATED		 RATIO TOTAL SHARES
ALLOCATED
1,020 40 7.68 40,800 0.35 300 FIRM 12,000
1,080 5 0.96 5,400 0.05 318 FIRM 1,590
1,500,000 1 0.19 1,500,000 12.76 441,111 FIRM 441,111
TOTAL 521 100.00 11,754,720 100.00 3,457,040

B) Allotment to Retail Individual Bidders:
The Basis of Allotment to the Retail Individual Bidders who bid for at cut off or at the Issue Price of Rs.100 per Equity Shares, was finalised in consultation with the National Stock Exchange of India Limited on a proportionate basis after rounding off to the nearest one share, subject to a minimum allocation of 60 equity shares. The total number of shares allocated in this category is 7,977,040.

CATEGORY NO OF
APPLNS		 % TO
TOTAL		 NO OF SHARES
APPLIED		 % TO
TOTAL		 NO.OF SHARES
ALLOCATED		 RATIO TOTAL SHARES
ALLOCATED
60 24,803 14.80 1,488,180 2.78 60 7-47 221,640
120 27,751 16.56 3,330,120 6.21 60 25-84 495,540
180 16,615 9.92 2,990,700 5.58 60 25-56 445,020
240 11,327 6.76 2,718,480 5.07 60 25-42 404,520
300 13,537 8.08 4,061,100 7.58 60 32-43 604,440
360 5,963 3.56 2,146,680 4.00 60 25-28 319,440
420 3,994 2.38 1,677,480 3.13 63 FIRM 251,622
480 52,000 31.04 24,960,000 46.57 71 FIRM 3,692,000
1 27-70 20,052
540 552 0.33 298,080 0.56 80 FIRM 44,160
600 1,171 0.70 702,600 1.31 89 FIRM 104,219
660 188 0.11 124,080 0.23 98 FIRM 18,424
720 369 0.22 265,680 0.50 107 FIRM 39,483
780 109 0.07 85,020 0.16 116 FIRM 12,644
840 77 0.05 64,680 0.12 125 FIRM 9,625
900 454 0.27 408,600 0.76 134 FIRM 60,836
960 8,625 5.15 8,280,000 15.45 143 FIRM 1,233,375
Total 167,535 100.00 53,601,480 100.00 7,977,040

C)Allotment to Qualified Institutional Buyers (QIBs):

Category Financial Institutional / Banks Mutual Funds Foreign Institutional Investors Insurance Companies VCs
No. of Shares Allotted 1,420,000 1,263,000 4,893,000 3,724,000 NIL

D)Allotment to Employees
Since the employee category was under-subscribed, all valid applications in this category have received full allotment.
The Board of Directors of 3i Infotech Ltd at its meeting held in Chennai on April 15,2005, has approved the basis of allotment of shares as above and allotted the shares to various successful applicants. The Refund Orders have been dispatched by April 19, 2005 to the addresses of the investors as registered with the depositiories. The refund orders have been printed with the Bank Mandate details as registered, if any, with the depositories. The shares allocated to the successful applicants have been credited to their beneficiary accounts, subject to validation of the account details with the depositories concerned. 3i Infotech Limited is taking steps within seven working days from the date of approval of the basis of allocation.

Allotment details have been hosted on the Registrar's website with the following URL http://www.mcsind.com All correspondences with reference to this issue should be addressed to the Registrars to the offer quoting full name of the Firs/Sole applicant, Serial number of the bid-cum-application form, number of shares bid for, name of the Syndicate Member and Place where the bid was submitted and payment details at the following address:

MCS Limited, Sri Padmavathi Bhavan, Plot no.93, Road no.16, MIDC Area, Andheri (E), Mumbai 400 093, Tel no: (91-22)2820 1785; Fax no:(91-22)2820 1783; Email: ipo3i@mcsind.com; website: www.mcsind.com

Place : Mumbai
Date  : April 20, 2005

For 3i Infotech Limited
Shivanand Shettigar
Company Secretary

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 the company.
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