Basis of Allotment

THIS IS A PUBLIC ANNOUCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR RELEASE, PUBUCATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.

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VELS FILM INTERNATIONAL LIMITED
CIN: U74999TN2019PLC132235

Our Company was formed on October 25, 2019 as a public limited company under the Companies Act, 2013 pursuant to a Certificate of Incorporation issued by the Registrar of Companies, Chennai, Tamil Nadu. The Corporate Identity Number of our Company Is U74999TN2019PLC132235.

Registered Office: No. 521/2, Anna Salal Nandanam, Chennai - 600035, Tamil Nadu, India
Contact Person: Mrs. Sampath Kumar Sujatha, Company Secretary and Compliance Officer
Tel.: 044 24315541/542 | E-mail: info@velsfilminternational.com | Website: www.velsfilminternational.com
PROMOTER OF OUR COMPANY: DR. ISHARI KADHIRVELAN GANESH
BASIS OF ALLOTMENT

INITIAL PUBLIC OFFER OF 34,08,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (THE "EQUITY SHARES") OF VELS FILM INTERNATIONAL LIMITED ("OUR COMPANY" OR "VFIL" OR "THE ISSUER") AT AN ISSUE PRICE OF Rs. 99/- PER EQUITY SHARE FOR CASH. AGGREGATING UP TO Rs. 3,373.92 LAKHS ("PUBLIC ISSUE") OUT OF WHICH 1,72,800 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH. AT AN ISSUE PRICE OF Rs. 99/- PER EQUITY SHARE FOR CASH, AGGREGATING Rs. 171.07 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 32,35,200 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH, AT AN ISSUE PRICE OF Rs. 99/- PER EQUITY SHARE FOR CASH. AGGREGATING UPTO Rs. 3,202.85 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 26.40% AND 25.06% RESPECTIVELY OF THE POST- ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

As per Regulation 253(2) of SEBI (ICDR) Regulations, as amended, as present issue is a fixed price offer the allocation in the net offer to the public category shall be made as follows:

a) Minimum Fifty percent to retail individual investor; and
b) Remaining to:
i. Individual applicants other than retail individual investors and
ii. Other Investors including corporate bodies or institutions, irrespective of the number of specified securities applied for,

Provided that the unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the applicants in the other category.

If the retail individual investor category is entitled to more than lifty percent on proportionate basis, accordingly the retail individual investors shall be allocated that higher percentage.

ISSUE PRICE: Rs. 99 PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACH
THE ISSUE PRICE IS 9.9 TIMES OF THE FACE VALUE
ISSUE PERIOD ISSUE OPENED ON: FRIDAY, MARCH 10, 2023
ISSUE CLOSED ON: TUESDAY, MARCH 14, 2023
PROPOSED LISTING: TUESDAY, MARCH 22, 2023*

The Equity Shares offered through the Prospectus dated February 27, 2023 are proposed to be listed on the SME Platform of NSE ("NSE Emerge") in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In Principal approval letter dated December 08, 2022 from NSE for using its name in the Offer Document for listing of our shares on the NSE EMERGE (SME Platform of NSE). The trading is proposed to be commenced on or about March 22, 2023*.

*Subject to the receipt of listing and trading approval from NSE.

All Applicants were allowed to participate in the issue through APPLICATIONS SUPPORTED BY BLOCKED AMOUNT ("ASBA") process by providing the details of their respective bank accounts in which the corresponding application amounts were blocked by Self Certified Syndicate Banks (the "SCSBs"). Further, for UPI Applicants (Investor bidding for amount upto Rs. 5 Lacs) use of UPI id in Application form was allowed while applying for equity IPOs through Designated intermediaries (Syndicate Members, Registered Stock Brokers, Registrar and Transfer Agent and Depository Participants). All Other Category of investors shall mandatorily use only Application Supported by Blocked Amount (ASBA) Facility for making payments. Subsequently, pursuant to SEBI circular No. SEBI/H0/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 applications made using the ASBA facility in Initial Public Offerings shall be processed only after application monies are blocked in the bank account of investors (all categories).

SUBSCRIPTION DETAILS

The issue received 1,351 applications (before technical rejections but after excluding bids not banked) for 35,52,000 Equity shares resulting in 1.04 times subscription (including reserved portion of Market maker).

The details of applications received in the issue (befnre technical rejections) are as follows:

Category No. of applications received % of Total Applications No. of Equity shares % of Total Equity Shares Applied Subscription (times)
Retail Individual Applicants 1,310 96.97% 15,72,000 44.26% 0.97
Non-lnstitutional Category 40 2.96% 18,07,200 50.88% 1.12
Market Maker 1 0.07% 1,72,800 4.86% 1.00
TOTAL 1,351 100.00% 35,52,000 100.00% 1.04

The details of applications rejected by the Registrar on technical grounds are detailed below:

Category No. of applicants No. of Equity shares % of Total Equity Shares Rejected
Market Maker Nil Nil Nil
Retail Individual Investors 21 25,200 84.00
Other than retail individual Investors 2 4,800 16.00
Total 23 30,000 100.00

Note: There was nil withdrawal of applications.

After eliminating technically rejected applications, the following table gives us category wise net valid applications:

Category No. of applicants % of Total Applications No. of Equity shares % of Total Equity Shares Applied Subscription as per shares mentioned in prospectus Proportionate no. Of equity shares allocated after spill overand rounding off
Market Maker 1 0.08% 1,72,800 4.91% 1.00 1,72,800
Retail Individual investors 1289 97.06% 15,46,800 43.92% 0.96 15,46,800
Other than retail individual Investors 38 2.86% 18,02,400 51.17% 1.11 16,88,400
Total 1328 100.00% 35,22,000 100.00% 1.03 34,08,000

Categories: As per the Prospectus dated February 27, 2023, out of the total 34,08,000 Equity Shares 1,72,800 Equity Shares were reserved for Market Maker and 16,17,600 Equity Shares each reserved for Retail Individual Investors category and Other Than Retail lndividual Investors category.

Allocation: The Basis of Allotment was finalized in consultation with the Stock Exchange on Friday, March 17, 2023. The 70,800 Equity Shares (nearest marketable lot) under subscribed in Retail Individual Investors category was adjusted with the surplus available under Other Than Retail Individual Investors category

A. Allocation to Market Maker (Alter Technical Rejections): The Basis of Allotment to the Market Maker, at the Issue price of Rs. 99/- per Equity Share, was finalized in consultation with NSE. The category was subscribed by 1.00 time. The total number of shares allotted in this category is 1,72,800 Equity Shares to 1 successful applicant.

The Category-wise details of the Basis of Allotment are as under:

No. of Shares Applied for (Category Wise) No. of Applications Received %to Total Total No. of Shares Applied in Each Category % to Total Propor- tionate shares available Allocation per Applicant Ratio of allottees to applicants Serial Number of Qualifying applicants Number of successful applicant (after rounding off) % to total Total no. of Shares Allocated/ allotted % to total No. of Shares Surplus/ Deficit
(before rounding off) (after rounding oil)
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
172800 1 100.00 172800 100.00 172800 172800.00 172800 1 1 1 100.00 172800 100.00 0.00
Grand Total 1 100.00 172800 100.00 172800 1 100.00 172800 100.00 0.00
B. Allocation to Relail Individual Investors (After Technical Rejections): The Basis of Allotment to the Retail Individual Investors, at the issue price of Rs. 99/- per Equity Share, was finalized in consultation with NSE. The category was subscribed by 0.96 times (after rejections). The total number of shares allotted in this category are 15,46,800 Equity Shares to 1,289 successful applicants.

The Category-wise details of the Basis of Allotment are as under:

No. of Shares Applied for (Category Wise) No. of Applications Received % to Total Total No. of Shares Applied in Each Category % to Total Proper- tionate shares available Allocation per Applicant Ratio of allottees to applicants Serial Number of Qualifying applicants Number of successful applicant (after rounding off) % to total Total no. of Shares Allocated/ allotted % to total No. of Shares Surplus/ Deficit
(before rounding off) (after rounding oft)
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
1200 1289 100.00 1546800 100.00 1617600 1200.00 1200 1 1 1289 100.00 1546800 100.00 -70800.00
Grand Total 1289 100.00 1546800 100.00 1617600 1289 100.00 1546800 100.00 -70800.00
C. Allocation to Other than Retail Individual Investors (After Technical Rejections & Withdrawal): The Basis of Allotment to the Other than retail individual Investors, at the issue price of Rs. 99/- per Equity Share, was finalized in consultation with NSE. The category was subscribed by 1.11 times (after rejections). The total number of shares allotted in this category arc 16,88,400 Equity Shares to 38 successful applicants. The 16,88,400 Equity Shares include 70,800 available from the Retail Individual Investors category.

The Category-wise details of the Basis of Allotment are as under (on sample basis):

No. of Shares Applied for (Category Wise) No. of Applications Received %to Total Total No. of Shares Applied in Each Category % to Total Propor- tionate shares available Allocation per Applicant Ratio of allottees to applicants Serial Number of Qualifying applicants Number of successful applicant (after rounding off) % to total Total no. of Shares Allocated/ allotted % to total No. of Shares Surplus/ Deficit
(before rounding off) (after rounding off)
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
2400 13 34.22 31200 1.73 29227 2248.20 1200 1 1 13 34.21 15600 0.92 -13626.63
1200 11 13 11 28.95 13200 0.78 13200.00
3600 2 5.27 7200 0.41 6745 3372.30 3600 1 1 2 5.26 7200 0.43 455.39
4800 5 13.16 24000 1.34 22483 4496.40 3600 1 1 5 13.17 18000 1.07 -4482.02
0 1200 4 5 4 10.53 4800 0.28 4800.00
6000 4 10.53 24000 1.33 22483 5620.51 4800 1 1 4 10.53 19200 1.14 -3282.02
0 1200 3 4 3 7.89 3600 0.21 3600.00
9600 1 2.63 9600 0.53 8993 8992.81 8400 1 1 1 2.63 8400 0.50 -592.81
12000 4 10.52 48000 2.66 44965 11241.01 10800 1 1 4 10.53 43200 2.56 -1764.05
1200 1 4 1 2.63 1200 0.07 1200.00
20400 1 2.63 20400 1.13 19109 19109.72 19200 1 1 1 2.63 19200 1.14 90.28
25200 1 2.63 25200 1.40 23606 23606.13 24000 1 1 1 2.63 24000 1.42 393.87
30000 1 2.63 30000 1.66 28102 28102.53 27600 1 1 1 2.63 27600 1.63 -502.53
37200 1 2.63 37200 2.06 34847 34847.14 34800 1 1 1 2.63 34800 2.06 -47.14
39600 1 2.63 39600 2.20 37095 37095.34 37200 1 1 1 2.63 37200 2.20 104.66
43200 1 2.63 43200 2.40 40467 40467.64 40800 1 1 1 2.63 40800 2.42 332.36
100800 1 2.63 100800 5.59 94424 94424.50 94800 1 1 1 2.63 94800 5.61 375.50
150000 1 2.63 150000 8.32 140512 140512.65 140400 1 1 1 2.63 140400 8.32 -112.65
1212000 1 2.63 1212000 67.24 1135342 1135342.21 1135200 1 1 1 2.63 1135200 67.24 -142.21
Grand Total 38 100.00 1802400 100.00 1688400.00 38 100.00 1688400 100.00 0.00

The Board of Directors of the Company at its meeting held on March 17.2023 has taken on record the Basis of Allocation of Equity Shares approved by the Designated Stock Exchange viz. NSE and has authorized the corporate action for allotment of the Equity Shares to various successful applicants.

The Refund/allotment intimation has been sent to the Applicants as registered with the depositories on March 20, 2023. Further, the instructions to Self Certified Syndicate Banks for unblocking the funds were sent on March 17, 2023. In case the same Is not received within ten days, Investors may contact Registrar at the address given below.

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. The Company is taking steps to get the Equity Shares admitted for trading on NSE EMERGE within six working days from the date of the closure of the Issue.

Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them In the Prospectus dated February 27,2023 ("Prospectus") and the Corrigendum published on Monday, March 13, 2023 ("Corrigendum").

DISCLAIMER CLAUSE OF SEBI: Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the Draft Offer Document was not filed with SEBI. In terms of the SEBI Regulations, the SEBI shall not issue any observation on the Offer Document. Hence there is no such specific disclaimer clause of SEBI. However, investors may refer to the entire "Disclaimer Clause of SEBI" beginning on page 157of the Prospectus.

DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the "Disclaimer Clause of NSE" on page 159 of the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made would also be hosted on the website of the Registrar to the Issue Cameo Corporate Services Limited at www.cameoindia.com. All future correspondence in this regard may kindly be addressed to the Registrar to the issue quoting full name of the first/Sole applicants, serial number of the Application Form, number of shares applied for and Bank Branch where the application had been lodged and payment details at the address of the Registrar given below:

wpe37.jpg (1963 bytes) Cameo Corporate Services Limited
Subramanian Building, No. 1 Club House Road, Chennai-600002. Tamil Nadu, India
Tel No.: 044 - 40020700 | Email: investor@cameoindia.com | Website: www.cameoindia.com
Contact Person: Ms. K. Sreepriya | SEBI Regn. No.: INR000003753
For and on behalf of the Board of Directors
Vels Film International Limited
Sd/-
Ishari Kadhirvelan Ganesh
Place: Chennai, Tamil Nadu Managing Director
Date: March 20, 2023 DIN:00269445

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 VELS FILM INTERNATIONAL LIMITED.

Disclaimer. Vels Film International Limited has filed the Prospectus date February 27, 2023 with ROC, Chennai, and thereafter with SEBI and the Stock Exchanges. The Prospectus is available on the website of the LM, Khambatta Securities Limited at www.khambattasecurities.com and on the website of NSE at https://www1.nseindia.com/emerge/lindex_sme.htm.   Investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, please see "Risk Factors" beginning on page 26 of the Prospectus.

The Equity Shares have not been and will not be registered under the U. S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable U.S. state securities laws. The Equity Shares are being offered and sold outside the United States in "offshore transactions" in reliance on Regulation under the Securities Act and the applicable laws of each jurisdiction where such offers and sales are made. There will be no public offering in the United States.

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