Basis of Allotment

eClerx Services Limited

eClerx Services Limited

(Our company was incorporated on March 24,2000 as eClerx Services Private Limited under the Companies Act, 1956. Our Company was converted to a public limited company and the name was changed to eClerx Services Limited, pursuant to resolution of the shareholders passed in the annual general meeting held on August 1,2007. The Registrar of Companies, Mumbai has issued a fresh certificate of incorporation consequent to the conversion on August 28,2007.)
Registered and Corporate Office: Sonawalla Building, First Floor, 29 Bank Street, Fort, Mumbai 400 023, Maharashtra, India Tel: +91-22-40941000 Fax:+91 -22-40941212 Company Secretary and Compliance Officer: Ms. Shweta Bansal; Telephone: +91 22 40941000; Facsimile: +91 22 40941212;
email: eclerx.ipo@eclerx.com Website: www.eclex.com

BASIS OF ALLOTMENT

PUBLIC ISSUE BY ECLERX SERVICES LIMITED ("COMPANY" OR "ISSUER") OF 32,06,349 EQUITY SHARES OF RS. 10/- EACH ("EQUITY SHARES") FOR CASH AT A PRICE OF RS. 315/- PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS. 305/- PER EQUITY SHARE) AGGREGATING TO RS 1,010 MILLIONS (REFERRED TO AS "THE ISSUE"). THE ISSUE COMPRISED A FRESH ISSUE OF 23,16,349 EQUITY SHARES AGGREGATING TO RS.729.65 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE BY MR. P D MUNDHRA, MR. ANJAN MALIK AND BURWOOD VENTURES LIMITED (BEING THE EXISTING SHAREHOLDERS OF THE COMPANY) OF 8,90,000 EQUITY SHARES AGGREGATING TO RS.280.35 MILLION ("OFFER FOR SALE"). THE ISSUE CONSTITUTED 16.99% OF THE FULLY DILUTED POST ISSUE EQUITY SHARE CAPITAL OF OUR COMPANY.
THE ISSUE PRICE PER EQUITY SHARE IS RS. 315/-AND THE FACE VALUE PER EQUITY SHARE IS RS.10/-. THE ISSUE PRICE WAS 31.5 TIMES THE FACE VALUE.

The Equity Shares of the Company are proposed to be listed in the Bombay Stock Exchange and National Stock Exchange and trading is expected to commence by December 31, 2007.
In terms of Rule 19(2)(b) of the 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 allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"), 5% of the QIB Portion was available for allocation to Mutual Funds only and the remaining QIB Portion was available for allocation to all the QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the .entire application money will be refunded. In addition, in accordance with Rule 19(2)(b) of the SCRR, a minimum of two million securities are being offered to the public and the size of the Issue was aggregate to at least Rs. 1,000 million. Further, up to 10% of the Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and up to 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 Bid/Offer opened on December 4, 2007 and Closed on December 7, 2007. The Issue received 82,769 applications for 9,75,58,566 equity shares resulting in 30.42 times subscription. The Basis of Allocation was finalized in consultation with the Bombay Stock Exchange Limited ("BSE") on 18th December, 2007. The Board of Directors on 19th December, 2007 has approved the basis of allocation of equity shares of the Issue and has allotted the equity shares to various successful applicants. The details of the applications received in the Issue from Qualified Institutional Buyers, Non-Institutional and Retail Individual Investor categories and allotment done are as under: (Before technical rejections)

PUBLIC ISSUE

Category No. of Applications No. of Equity Shares applied for No. of Equity Shares Allocated
Qualified Institutional Buyers 90 7,08,99,820 19,23,809
Non Institutional Investors 187 1,33,21,760 3,20,635
Retail Individual Investors 82,492 1,33,36,986 9,61,905

Final Demand
Final demand at different bid prices is as under:

Bid Price No. of Equity Shares % to Total Cumulative Total Cumulative % to total
270 22800 0.02 97696520 100.00
271 300 0.00 97673720 99.98
272 380 0.00 97673420 99.98
273 20 0.00 97673040 99.98
274 180 0.00 97673020 99.98
275 1160 0.00 97672840 99.98
277 80 0.00 97671680 99.97
279 20 0.00 97671600 99.97
280 2320 0.00 97671580 99.97
281 20 0.00 97669260 99.97
282 20 0.00 97669240 99.97
283 20 0.00 97669220 99.97
285 800 0.00 97669200 99.97
288 140 0.00 97668400 99.97
290 3400 0.00 97668260 99.97
292 20 0.00 97664860 99.97
293 2400 0.00 97664840 99.97
294 400 0.00 97662440 99.97
295 800 0.00 97662040 99.96
298 20 0.00 97661240 99.96
299 40 0.00 97661220 99.96
300 6660 0.01 97661180 99.96
301 360 0.00 97654520 99.96
302 20 0.00 97654160 99.96
305 260 0.00 97654140 99.96
306 20 0.00 97653880 99.96
310 1240 0.00 97653860 99.96
311 40 0.00 97652620 99.96
312 640 0.00 97652580 99.96
314 80 0.00 97651940 99.95
Rs. 315/-& at Cut Off 97651860 99.95 97651860 99.95
97696520 100.00

The basis of allocation was finalized in consulatation with the Bombay Stock Exchange Limited ("BSE") on 18th December,2007
A.  Allocation to Retail Individual Investors (After Technical Refections)
The Basis of Allocation to the Retail Individual Investors, who have bid at cut-off of at the Issue Price of Rs.315/- per Equity Share, was finalized in consultation with BSE. The category was over subscribed 13.061893 times. The total number of equity shares allotted in this category is 9,61,905 Equity Shares to 43,833 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 12832 16.44 256640 2.04 20 1:13 19740
40 8003 10.26 320120 2.55 20 2:13 24620
60 5467 7.01 328020 2.61 20 3:13 25240
80 3339 4.28 267120 2.13 20 4:13 20540
100 5800 7.43 580000 4.62 20 5:13 44620
120 1457 1.87 174840 1.39 20 6:13 13440
140 5331 6.83 746340 5.94 20 7:13 57420
160 3498 4.48 559680 4.45 20 3:5 41980
180 735 0.94 132300 1.05 20 2:3 9800
200 2060 2.64 412000 3.28 20 3:4 30900
220 356 0.46 78320 0.62 20 6:7 6100
240 369 0.47 88560 0.70 20 17:19 6600
260 232 0.30 60320 0.48 20 FIRM 4640
280 263 0.34 73640 0.59 21 FIRM 5523
ADDITIONAL 1 4:9 118
300 28288 36.25 8486400 67.54 23 FIRM 650624

B. Allocation to Non Institutional Investors (After Technical Rejections)
The Basis of Allocation to the Non institutional Investors, who have bid at the Issue Price of Rs.315/- per Equity Share, was finalized in consultation with BSE. The category was subscribed 41.501021 times. The total number of equity shares allotted in this category is 3,20,635 Equity Shares to 123 successful applicants. The category-wise details of the Basis of Allocation are as under (Sample):

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
320 17 11.41 5440 0.04 20 2:5 140
1000 2 1.34 2000 0.02 24 FIRM 48
5000 1 0.67 5000 0.04 120 FIRM 120
20700 1 0.67 20700 0.16 499 FIRM 499
64000 3 2.01 192000 1.44 1542 FIRM 4626
150000 2 1.34 300000 2.25 3615 FIRM 7230
335000 1 0.67 335000 2.52 8072 FIRM 8072
500000 4 2.68 2000000 15.03 12048 FIRM 48192
634920 4 2.68 2539680 19.09 15299 FIRM 61196
793600 1 0.67 793600 5.96 19122 FIRM 19122
1000000 1 0.67 1000000 7.52 24096 FIRM 24096
1111100 1 0.67 1111100 8.35 26773 FIRM 26773
1269840 1 0.67 1269840 9.54 30600 FIRM 30600

C. Allocation to QIBs
Allocation to QIBs has been done on a proportionate basis in consultation with BSE. As per the SEBI guidelines, Out of 1,923,809 Equity shares offered to QIBs, Mutual Funds were initially allotted 5% of the quantum of equity shares available (96,190) and other QIBs. The unsatisfied demands of Mutual Funds were allotted the remaining available equity shares (18,27,619) on proportionate basis. The category was over subscribed 36.85 times. The category-wise details of the Basis of allotment are as under:

Category Fls/Banks MFs Flls ICs VCs Total
No.of Equity Shares 3,28,109 5,02,042 10,58,472 34,754 432 19,23,809

The Board of Directors on 19th December, 2007 has approved the basis of allocation of equity shares of the Issue and has allotted the equity shares to various successful applicants. The CAN-cum-Refund Orders, intimation regarding refunds through electronic mode (ECS, RTGS, NEFT or direct credit) and allotment advice and notices are being despatched to the address of the investors as registered with the depositories by December 20, 2007. In case the same is not received within ten days, investors may contact at the address given below. The ECS intimation Note and Refund Orders have been over-printed with the Bank Mandate details as registered, if any, with the depositories. The equity shares allocated to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned by December 20, 2007. The listing applications will be filed with the BSE and the NSE on or before December 20, 2007, and the company is taking steps to get the equity shares admitted for trading on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited within seven working days from the date of approval of the basis of allocation.

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:// www.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: eClerx Services
Plot No. 17 to 24, Vithalrao Nagar, Hitech City Road, Madhapur, Hyderabad - 500 081, India,
Tel : 40 23420815-820, Fax: 040-23420814
Contact person : Murali Krishna Email:einward.ris@Karvy.com; eclerxipo@karvy.com
TOLL FREE - HELPLINE NUMBER: 1 -800-3454001

Place: Mumbai
Date : December 20,2007
For eClerx Services Limited
Sd/-
P.D. Mundhra
Wholetime Director

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 ECLERX SERVICES LIMITED.

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