Basis of Allotment

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(This is only an advertisement for Information purpose and not a Prospectus announcement. This does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India)

BENARA BEARINGS AND PISTONS LIMITED

Our Company was originally incorporated as "Benara Automotives Private Limited" at Kanpur, as a Private Limited company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated November 26,1990 bearing registration number 20-12518 issued by the Registrar of Companies, Uttar Pradesh, Kanpur, Subsequently, pursuant to a special resolution passed on February 20,1993, our Company was converted into a public limited company following which our name was changed to "PHB Engineerings Limited" and a fresh Certificate of Incorporation dated April 27,1993 consequent upon conversion of our Company from private limited to public limited and change of name was issued to our Company by the Registrar of Companies, Uttar Pradesh, Kanpur. Further, pursuant to a special resolution dated July 29,1993, the name of our Company was changed to "PHB Engineering Limited" from "PHB Engineerings Limited" and a fresh Certificate of Incorporation dated October 6,1993 consequent upon the change of name was issued by the Registrar of Companies, Uttar Pradesh, Kanpur. Later, pursuant to a special resolution dated March 15, 2002, the name of our Company was changed to "Benara Bearings and Pistons Limited" from PHB Engineering Limited and a fresh Certificate of Incorporation dated March 28, 2002 consequent upon the change of name was issued to our Company by the Assistant Registrar of Companies, Uttar Pradesh, Kanpur. The Corporate Identification Number of our Company is U50300UP1990PLC012518. For details of incorporation, change of registered office of our Company, please refer chapter titled "Our History and Certain other Corporate Matters" beginning on page 195 of the Prospectus.

Registered Office:
A-3 & 4, Site B, Industrial Area, Sikandra, Agra, Uttar Pradesh, 282007, India. Tel No./Fax No.: +91 562 2970158; E-mail: investorgrievance@benara-phb.com;
Website: www.benara-phb.com; Corporate Identification Number: U50300UP1990PLC012518; Contact Person: Artee Sahu, Company Secretary and Compliance Officer

PROMOTERS OF OUR COMPANY: PANNA LAL JAIN & VIVEK BENARA

BASIS OF ALLOTMENT

INITIAL PUBLIC OFFER CONSISTING OF FRESH ISSUE OF 53,16,000 EQUITY SHARES OF FACE VALUE OF RS 10/- EACH FULLY PAID FOR CASH AT A PRICE OF RS 63/- PER EQUITY SHARE (THE "ISSUE PRICE") (INCLUDING A SHARE PREMIUM OF RS 53.00 PER EQUITY SHARE) AGGREGATING RS 3,349.08 LAKHS (THE "ISSUE"), OF WHICH 2,72,000 EQUITY SHARES OF FACE VALUE OF RS 10/- EACH FOR CASH AT A PRICE OF RS 63/- PER EQUITY SHARE, AGGREGATING RS 171.36 LAKHS WAS RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION") AND 76,000 EQUITY SHARES OF RS 10/- EACH FOR CASH AT PRICE OF RS 63/- PER EQUITY SHARE AGGREGATING RS 47.88 LAKHS WAS RESERVED FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEES RESERVATION PORTION"). THE ISSUE LESS MARKET MAKER RESERVATION PORTION AND EMPLOYEES RESERVATION PORTION I.E. ISSUE OF 49,68,000 EQUITY SHARES OF FACE VALUE OF RS 10/-EACH FOR CASH AT A PRICE OF RS 63/-PER EQUITY SHARE, AGGREGATING RS 3,129.84 LAKHS IS HEREINAFTER REFERED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.02% AND 28.06% RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITYSHARE CAPITAL OF THE COMPANY.

Risks to Investors:

I. As on date of the Prospectus, the average cost of acquisition per Equity Share by our Promoters viz. Panna Lai Jain is 8.74, Vivek Benara is 9.66.

II. In terms of Prospectus dated March 24, 2018 and as per SEBI (ICDR) Regulations, 2009 wherein

(a) minimum of 50% of the Net Offer to Public shall initially be made available to Retail Individual Investors.

(b) the balance net offer of shares to the public shall be made available for allotment to

(i) individual applicants other than retail investors and

(ii) other investors including corporate bodies/ institutions irrespective of no. of shares applied for.

(c) the unsubscribed portion of the net offer to any one of the categories specified in (a) or (b) shall/may be made available for allocation in any other category

Explanation: for the purpose of Regulation 43(4) of SEBI (ICDR) Regulations, 2009, if the retail individual investor is entitled to more than fifty percent, on proportionate basis, the retail individual investors shall be allocated that higher percentage

All Investors have participated in this offer through ASBA process. For details in this regards, specific attention is invited to chapter "Issue Procedure" on page 367 of the Prospectus.

ISSUE PRICE : RS 63/- PER EQUITY SHARE

THE FACE VALUE OF EQUITY SHARES IS RS 10/- EACH AND ISSUE PRICE OF RS 63/- IS 6.30 TIMES OF THE FACE VALUE OF EQUITY SHARES
ISSUE OPENED ON: TUESDAY, MARCH 20, 2018 | ISSUE CLOSED ON: THURSDAY, MARCH 22, 2018

The Equity Shares offered through the Prospectus are proposed to be listed on the SME Platform of BSE Limited ("BSE SME"). In terms of the Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, Our Company has received an In-Principle approval letter dated February 22, 2018 from BSE for using its name in the Prospectus for listing of our equity shares on the SME Platform of BSE Limited. For the purpose of this Issue, the designated Stock Exchange will be SME Platform of BSE Limited.

SUBSCRIPTION DETAILS

The Issue has received 3,251 applications for 83,34,000 Equity shares (Before Technical Rejections, bids not banked and invalid duplicate bids) including Market Maker Application of 2,72,000 Equity Shares. The issue was subscribed to the extent of 1.82 times as per the application data (before technical rejection, bids not banked and invalid duplicated bids). After considering the technical rejections cases, the issue was subscribed 1.61 times.

Details of Application Received (Before Technical Rejection but after bids not banked and invalid duplicate bids):

CATEGORY NUMBER OF
APPLICATIONS
NUMBER OF
EQUITYSHARES
SUBSCRIPTION
Market Makers 1 2,72,000 1.00
Eligible Employee 24 70,000 0.92
Non-Retail Investors 58 19,48,000 0.78
Retail Individual Investors 3,193 63,86,000 2.57
TOTAL 3,276 86,76,000 1.66

Final Demand:

SrNo

Bid
Price
No of Equity
Shares Bid for
% to
total
Cumulative
total
% of
Cumulative total
1 60.00 12,000 0.13 12,000 0.13
2 61.00 2,000 0.02 14,000 0.15
3 62.00 - - - -
4 63.00 44,92,000 46.70 45,06,000 46.85
5 CUT-OFF 51,12,000 53.15 96,18,000 100
TOTAL 96,18,000

ALLOCATION: The Basis of Allotment was finalized in consultation with the Designated Stock Exchange - SME Platform of the BSE Limited on March 28, 2018

A. Allocation to Market Maker (After Technical Rejections): The Basis of Allotment to the Market Maker, at the issue price of Rs 63/- per Equity Share, was finalized in consultation with BSE Limited. The category was subscribed by 1 times. The total number of shares allotted in this category is 2,72,000 Equity shares in full out of reserved portion of 2,72,000 Equity Shares.

B. Allocation to Eligible Employees (After Technical Rejections): The Basis of Allotment to the Eligible Employees, at the issue price of Rs 63/- per Equity Share, was finalized in consultation with BSE Limited. The category was subscribed by 0.526 times. The total number of shares allotted in this category is 40,000 Equity shares out of reserved portion of 76,000 Equity Shares.

Note: The under subscribed portion of 36000 Equity shares from Eligible Employee Category have been spilled over to Retail Investors Category for 18000 Equity Shares and Non retail Individual Investors Category for 18000 Equity Shares.

No. of Shares
Applied for
(Category wise)
No. of
Applications
received
% to
total
Total No. of
Equity Shares
applied
% to
total
Proportionate
Shares Available
Allocation per
Applicant (Before
Rounding Off)
Allocation per
Applicant (After
Rounding Off)
Ratio of
Allottees to
Applicants
Total No.of
Equity Shares
allotted
Surplus/
Deficit
2,000 8 57.14 16,000 40.00 30,400 2,000.00 2,000 1:1 16,000 -14,400
4,000 6 42.86 24,000 60.00 45,600 4,000.00 4,000 1:1 24,000 -21,600

C. Allocation to Retail Individual Investors (After Technical Rejections): The Basis of Allotment to the Retail Individual Investors, at the issue price of Rs 63/- per Equity Share, was finalized in consultation with BSE Limited. The category was subscribed by 1.647 times. Total number of shares allotted in this category is 38,24,000 Equity Shares. The category wise basis of allotment is as under: Note:

1. Includes original reservation of 2484000 Equity shares and spill over from Eligible Employee Category of 18000 Equity shares.
2. Retail Category has applied for76.41% of the lssue & number of shares available for allotment have been derived proportionately.

No. of Shares
Applied for
(Category wise)
No. of
Applications
received
% to
total
Total No. of
Equity Shares
applied
% to
total
Proportionate
Shares Available
Allocation per
Applicant (Before
Rounding Off)
Allocation per
Applicant (After
Rounding Off)
Ratio of
Allottees to
Applicants
Total No.of
Equity Shares
allotted
Surplus/
Deficit
2,000 3,149 100 62,98,000 100 38,24,000 1,214.35 2,000 1912:3149 38,24,000 0

D. Allocation to Non Retail Investors (After Technical Rejection and bids not banked): The Basis of Allotment to other than Retail Individual Investors, at the issue price of Rs 63/- per Equity Share, was finalized in consultation with BSE Limited. The category was subscribed by 1.647 times. Total number of shares allotted in this category is 11,80,000 Equity Shares. The category wise basis of allotment is as under:

Note:

1. Includes original reservation of 248000 Equity shares and spill over from Eligible Employee Category of 18000 Equity shares.
2. Non-Retail Category has applied for 23.59% of the issue and hence the number of shares available for allotment have been derived proportionately.

No. of Shares
Applied for
(Category wise)
No. of
Applications
received
% to
total
Total No. of
Equity Shares
applied
% to
total
Proportionate
Shares Available
Allocation per
Applicant (Before
Rounding Off)
Allocation per
Applicant (After
Rounding Off)
Ratio of Allottees
to Applicants
Total No.of
Equity Shares
allotted
Surplus/
Deficit
4000 17 29.82 68000 3.50 41276 2427.98 2000 1:1 34000 -7276
4000 2000 4:17 8000 8000
6000 9 15.79 54000 2.78 32778 3641.98 2000 1:1 18000 -14778
6000 2000 7:9 14000 14000
8000 6 10.53 48000 2.47 29136 4855.97 4000 1:1 24000 -5136
8000 2000 1:2 6000 6000
10000 2 3.51 20000 1.03 12140 6069.96 6000 1:1 12000 -140
12000 1 1.75 12000 0.62 7284 7283.95 8000 1:1 8000 716
14000 2 3.51 28000 1.44 16996 8497.94 8000 1:1 16000 -996
16000 1 1.75 16000 0.82 9712 9711.93 10000 1:1 10000 288
18000 1 1.75 18000 0.93 10926 10925.93 10000 1:1 10000 -926
20000 1 1.75 20000 1.03 12140 12139.92 12000 1:1 12000 -140
22000 1 1.75 22000 1.13 13354 13353.91 14000 1:1 14000 646
28000 1 1.75 28000 1.44 16996 16995.88 18000 1:1 18000 1004
46000 1 1.75 46000 2.37 27922 27921.81 28000 1:1 28000 78
48000 3 5.26 144000 7.41 87407 29135.80 28000 1:1 84000 -3407
48000 2000 2:3 4000 4000
50000 1 1.75 50000 2.57 30350 30349.79 30000 1:1 30000 -350
64000 1 1.75 64000 3.29 38848 38847.74 38000 1:1 38000 -848
78000 1 1.75 78000 4.01 47346 47345.68 48000 1:1 48000 654
80000 1 1.75 80000 4.12 48560 48559.67 48000 1:1 48000 -560
120000 1 1.75 120000 6.17 72840 72839.51 72000 1:1 72000 -840
158000 5 8.77 790000 40.64 479527 95905.35 96000 1:1 480000 473
238000 1 1.75 238000 12.23 144465 144465.02 144000 1:1 144000 -465

The Board of Directors of the Company at its meeting held on March 27, 2018 has taken on record the Basis of Allocation of Equity Shares approved by the Designated Stock Exchange viz. BSE Limited and authorized corporate action for allotment of shares in dematerialized form to various successful applicants.

The CAN and allotment advice and/or notices shall be dispatched to the address of the Applicants as registered with the depositories / as filled in the application form, Further, the instructions to SCSBs shall be issued on March 29,2018, for unblocking of funds. 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. In case the same is not received within prescribed time, Investors may contact the Registrar to the Issue at the address given below. The Company is taking steps to get the Equity Shares admitted for trading on the SME Platform of the BSE Limited within six working days from the date of the closure of the Issue. The trading is proposed to commence on or before April 3 ,2018 subject to receipt of listing and trading approvals from BSE Limited.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Issue at www.bigshareonline.com. All future correspondence in this regard may kindly be addressed to the Registrar quoting full name of the First/Sole applicant, serial number of the Application Form, numberof shares applied for and Bank Branch where the application had been lodged and payment details at the address of the Registrar given below:

BIGSHARE SERVICES PRIVATE LIMITED
1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059
Tel: 022-62638200; Fax: 022-62638299; Email: ipo@bigshareonline.com
Investor Grievance Email: ipo@bigshareonline.com; Website: www.bigshareonline.com;
Contact Person: Srinivas Domala; SEBI Registration No.: INR000001385

Place : Agra
Date : March 31, 2018
For Benara Bearings and Pistons Limited
On behalf of the Board of Directors
Sd/-
Vivek Benara
Managing Director

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 BENARA BEARINGS AND PISTONS LIMITED.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus of Benara Bearings and Pistons Limited.

BENARA BEARINGS AND PISTONS LIMITED is proposing, subject to market conditions, public issue of its equity shares and has filed the Prospectus with the Registrar of Companies, Kanpur, Uttar Pradesh. The Prospectus is available on the website of SEBI at www.sebi.gov.in, the website of the Book Running Lead Manager at www.pantomathgroup.com, website of the BSE Limited at www.bseindia.com and website of Issuer Company at www.benara-phb.com. Investors should note that investment in Equity Shares involves a high degree of risk. For details, investors shall refer to and rely on the Prospectus including the section titled "Risk Factors" beginning on page no. 21 of the Prospectus, which has been filed with ROC. The Equity Shares have not been and will not be registered under the US Securities Act (the "Securities Act") or any state securities law in United States and may not be Issued or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in the Regulations under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act of 1933.

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