Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR ISSUE TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES.
THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION. DIRECTLY OR INDIRECTLY OUTSIDE INDIA.
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RAJNANDINI FASHION INDIA LIMITED
Corporate Identification Number: U51109RJ201OPLC033059

Our Company was incorporated as Vyoum Trade Link Private Limited on October 11, 2010, under the Companies Act, 1956, pursuant to a Certificate of Incorporation issued by the Registrar of Companies, Rajasthan. The name of the Company was changed to Jainam Overseas Private Limited pursuant to a special resolution passed at the Extraordinary General Meeting held on January 09, 2012 and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Rajasthan, on January 20, 2012. Subsequently, the name of the Company was changed to Rajnandini Fashion India Private Limited pursuant to a special resolution passed on June 03, 2024 and a fresh Certificate of Incorporation was issued by the Registrar of Companies. Central Processing Centre, on July 18, 2024. Thereafter, the Company was converted from a private limited company to a public limited company pursuant to a special resolution passed at the Extraordinary General Meeting held on October 05,2024 and its name was changed to Rajnandini Fashion India Limited vide fresh Certificate of Incorporation dated January 01, 2025, issued by the Registrar of Companies, Central Processing Centre.

Registered Office: G1-41, RIICO, Tonk Road, Sitapura Industrial Area, Jaipur - 302022, Rajasthan, India
Corporate Office: Block Number: 265, 266, 267, 7th Floor. Shop No 7010, 7011, 7012, 7013, 7013-A. 7014, 7015, 7016, 7017, 7018, Shree Kuberji Textile Deck, Kadodara Road, Kumbhariya Gam, Saroli, Taluka: Choryasi, Dist. Surat, Gujarat, Pin Code No. 395010
Tel No: 7878352054 | E-mail: cs@rfil.in | Website: www.rfil.in
Contact Person: Jinkal Hardik Vora, Company Secretary & Compliance Officer
OUR PROMOTERS: VIKESH SUSHIL LUNAWAT, SUSHIL KUMAR LUNAWAT AND PRIYANKA CHOPRA

"THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER IX OF THE SEBIICDR REGULATIONS (IPO OF SMALL AND MEDIUM ENTERPRISES) AND THE EQUITY SHARES ARE PROPOSED TO BE LISTED ON SME PLATFORM OF BSE ("BSE SME").

BRIEF DESCRIPTION OF THE BUSINESS OF THE COMPANY

Our Company is primarily engaged in the design, manufacturing and sale of women's apparel, catering to both ethnic and casual wear categories through online and offline channels. Our ethnic wear portfolio includes unstitched dress materials, sarees, kurtis and kurta sets, while the casual wear portfolio comprises tops, tunics and maternity gowns made of poly-cotton, rayon, silk, cotton and other fabrics.

BASIS OF ALLOTMENT

INITIAL PUBLIC ISSUE OF 28,90,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (THE "EQUITY SHARES") OF RAJNANDINI FASHION INDIA LIMITED ("OUR COMPANY" OR "RFIL" OR "THE ISSUER") AT AN ISSUE PRICE OF Rs. 63 PER EQUITY SHARE FOR CASH AGGREGATING TO Rs. 1820.70 LAKHS ("PUBLIC ISSUE") OUT OF WHICH 1,46,000 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH AT AN ISSUE PRICE OF Rs. 63 PER EQUITY SHARE FOR CASH AGGREGATING TO Rs. 91.98 LAKHS WAS 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. NET ISSUE OF 27,44,000 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH AT AN ISSUE PRICE OF Rs. 63 PER EQUITY SHARE FOR CASH AGGREGATING TO Rs. 1728.72 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 27.87% AND 26.45% RESPECTIVELY OF THE POSTISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARE IS Rs. 10 EACH AND ISSUE PRICE IS Rs. 63 EACH.
THE ISSUE PRICE IS 6.30 TIMES OF THE FACE VALUE OF THE EQUITY SHARE.
ANCHOR INVESTOR ISSUE PRICE: Rs. 63 PER EQUITY SHARE
THE ISSUE PRICE IS 6.30 TIMES OF THE FACE VALUE.
BID/ ISSUE PERIOD ANCHOR INVESTOR BIDDING DATE WAS: MAY 25, 2026
BID / ISSUE OPENED ON: MAY 26, 2026
BID / ISSUE CLOSED ON: MAY 29, 2026
RISKS TO INVESTORS

1. We are a women's apparel design, manufacturing and retail company which is vulnerable to variations in demand and changes in consumer preferences, which could have an adverse effect on our business, results of operations and financial condition.

2. We have recently commenced in-house manufacturing of our products and given our limited operating history in manufacturing, we may face challenges that could adversely affect our business, financial condition, results of operations and future growth prospects.

3. We derive a significant portion of our revenue from fabric and apparel trading activities, which is a low-margin and competitive business and may expose us to risks that could adversely affect our financial performance.

4. We rely substantially on third-party e-commerce platforms for a significant portion of our business and any decision by such platforms to change their policies, delist or restrict sellers, increase fees or commissions, or otherwise alter their operations could adversely affect our business, financial condition and results of operations.

5. Our business is dependent on the sale of casual and ethnic wear products which contributed 78.84%, 75.33%, 90.97% and 97.72% of our revenue from operations for the period ended December 31, 2025 and for Fiscals 2025, 2024 and 2023, respectively. Any variations in demand and changes in customer preferences could have an adverse effect on our business, financial condition, results of operations and cash flows.

6. We do not have long-term agreements with our customers and our revenues are significantly dependent on recurring purchase orders, particularly from our top B2B customers.

7. Our dependence on a limited number of suppliers for raw materials, coupled with volatility in raw material prices and increases in operational costs, could adversely affect our business, financial condition, results of operations and cash flows.

8. Our Business is subject to risk of Sales Returns in the B2C Segment, which could adversely affect our financial and business performance.

9. Our Company does not carry out any printing activities in-house and the entire printing process is outsourced to external vendors.

10. We require certain approvals, licenses, registrations and permits to operate our business and failure to obtain or renew them in a timely manner or maintain the statutory and regulatory permits and approvals required to operate our business may adversely affect our operations and financial conditions.

Average cost of acquisition of Equity Shares held by the Individual Promoters is:

Sr. No. Name of the Promoters No. of Shares held Average cost of Acquisition (in Rs.)
1. Vikesh Sushil Lunawat 70,98,300 0
2. Sushil Kumar Lunawat 1,70,000 0.29
3. Priyanka Chopra 0 0

The Issue Price at the upper end ol the Price Band is Rs. 63 per Equity Share.

The Price/ Earnings ratio based on Diluted EPS for Fiscal 2025 for the company at the upper end of the Price Band is 9.31 times.

Weighted Average Return on Net worth for Fiscals 2025,2024 and 2023 is 48.39%

a) The Weighted average cost of acquisition of all Equity Shares transacted in the last one year, 18 months and three years from the date of Prospectus is as given below:

Period Weighted Average Cost of Acquisition (in Rs.) Cap Price (Rs. 63) is T times the Weighted Average Cost of Acquisition Range of acquisition price: Lowest Price - Highest Price (in Rs. )
Last one year 0 N/A Nil-Nil*
Last eighteen months 0 N/A Nil - Nil*
Last three years 0 N/A Nil-Nil*

*Nil represents the acquisition on account of the bonus issue of 72,60,000 Equity shares allotted on August 11, 2025.

b) The Weighted average cost ol acquisition compared to Floor Price and Cap Price

Types of transactions Weighted average cost of acquisition (Rs. per Equity Shares) Issue price/Cap price (i.e. Rs. 63)
Weighted average cost of acquisition of primary / new issue as per paragraph 8(a) above. NA^ Cannot be determined
Weighted average cost of acquisition for secondary sale / acquisition as per paragraph 8(b) above. NA Cannot be determined
Weighted average cost of acquisition of primary issuances / secondary transactions as per paragraph 8(c) above 0 NA

Note:

^ There were no primary/ new issue of shares (equity/ convertible securities) except for Bonus Issue as mentioned in paragraph 8(a) above, in last 18 months from the date of the Prospectus.

PROPOSED LISTING ON BSE SME : June 03, 2026*

The Issue was being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 253 of the SEBIICDR Regulations, as amended, wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QlBs", the "QIB Portion"), Our Company in consultation with the Book Running Lead Manager has allocated upto 60% of the QIB Portion to Anchor Investors on a discretionary basis In accordance with the SEBI ICOR Regulations ("Anchor Investor Portion"). Further, not less than 15% of the Net Issue was made available for allocation to Non-lnstitutional Investors of which one-third of the Non-lnstitutional Portion was available lor allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more than Rs. 10.00 Lakhs and two-thirds of the Non-lnstitutional Portion was available for allocation to Bidders with an application size of more than Rs. 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-lnstitutional Portion may be allocated to Bidders in the other sub-category of Non Institutional Portion. In addition, not less than 35% of the Net Issue was made available for allocation to Individual Investors in accordance with the SE8I (ICDR) Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) were required to mandatory utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" beginning on page 305 of the Prospectus.

The investors are advised to refer to the Prospectus for the full text of the Disclaimer clause pertaining to BSE. For the purpose of this Issue, the designated Stock Exchange will be the BSE. The trading is proposed to be commenced on June 03, 2026*

*Subject to the receipt of listing and trading approval from the ("BSE CBSE SME").

SUBSCRIPTION DETAILS

The bidding for Anchor Investors was opened and closed on May 25, 2026. The Company received 04 Anchor Investor Application Forms from 04 Anchor Investors for 12,72,000 Equity Shares. Such 04 Anchor Investors were allocated 8,18,000 Equity Shares at a price of Rs. 63/- per Equity Share under the Anchor Investor Portion, aggregating to Rs. 5,15,34,000/-

The Issue (excluding Anchor Investors Portion) received 53,614, Applications for 39,39,32,000 Equity Shares (after considering invalid bids but before technical rejections) resulting 190.12 times subscription (including reserved portion of market maker and excluding anchor investor portion).

The details of the Applications received in the Issue from various categories are as under (after technical rejections):

Detail of the Valid Applications Received (excluding Anchor Investors Portion):

Sr. No. Category Number of No. of Equity Shares applied Equity Shares Reserved as per Prospectus No. of times Subscribed Amount (Rs.)
1 Market Maker 1 1,46,000 1,46,000 1.00 91,98,000
2 Qualified Institutional Bidders* 45 6,67,08,000 13,66,000 137.32 4,20,26,04,000
3 Non-!nstitut»onai Investors 1 (More than 2 lots & up to Rs. 1,000,000/-) 4,505 2,79,08,000 1,38,000 238.92 1,75,79,14,000
4 Non-lnstrtutional Investors 2 (More than Rs. 1,000.000/-) 8,241 13,58,82,000 2,76,000 474.94 8,56,05,66,000
5 Individual Investors 40,822 20,07,98,400 9,64,600 214.16 14,81,40,800
Total 53,614 39,39,32,000 28,90,000 212.45 24,81,60,46,000

*Valid Shares in QIB Category includes Share of Mutual fund i.e. 28,000 shares

Final Demand:

A summary of the final demand as per BSE as on the Bid/Issue Closing Date at different Bid prices is as under:

Bid Price No Of Equity Shares % of Total Cumulative Total Cumulative % of Total
59 642000 0.15 642000 0.15
60 194000 0.05 836000 0.19
61 168000 0.04 1004000 0.23
62 216000 0.05 1220000 0.28
63 430270000 99.72 431490000 100.00
CUT OFF 431490000 100.00

The Basis ot Allotment was finalized in consultation with the designated Stock Exchange, being BSE ("BSE SME") on June 01, 2026

1. Allotment to Individual Investors (After Rejections):

The Basis ot Allotment to the Individual Investors, who have Bid at cut-off Price or at or the Issue Price of Rs. 63 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 167.37 times. The total number of Equity Shares Allotted in this category is 9,64,000 Equity Shares to 241 successful applicants. The details of the Basis of Allotment of the said category are as under:

No. of Shares Applied for (Category wise) No. of Applications Received %of Total Total No. of Shares Applied % to Total No. of Equity Shares Allotted per Applicant Ratio Total No. of shares allocated/allotted
4000 40337 100.00 161348000 100.00 241 241:40337 964000
TOTAL 40337 100.00 161348000 100.00 964000

2. Allotment to Non-Institutional Investors -I (More than 2 lots & up to Rs. 1,000,000/-) (Alter Rejections):

The Basis of Allotment to the Non-Institutional Investors, who have bid for more than 2 lots & up to Rs. 1,000,000/-, at the Issue Price of Rs. 63 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 199.51 times (after rejection). The total number of Equity Shares allotted in this category is 1,38,000 Equity Shares to 23 successful applicants. The details of the Basis of Allotment of the said category (on sample basis) are as under:

No. of Shares Applied for (Category wise) No. of Applications Received % of Total Total No. of Shares applied in each category % to Total No. of Equity Shares Allotted per Applicant Ration of allottees to applicants Total No. of shares allocated/ allotted
6000 4,241 95.30 2,54,46,000 92.42 6000 22:4241 1,32,000
8000 113 2.54 9,04,000 3.28 6000 1:113 6,000
10000 27 0.61 2,70,000 0.98 6000 0:0 0
12000 27 0.61 3,24,000 1.18 6000 0:0 0
14000 42 0.94 5,88,000 2.14 6000 0:0 0
Total 4,450 100 2,75,32,000 100 1,38,000

3. Allotment to Non-Institutional Investors - II (More than Rs. 1,000,000/-) (After Rejections):

The Basis of Allotment to the Non-Institutional Investors, who have bid for more than Rs. 1,000.000/- at the Issue Price of Rs. 63 per Equity Share, was finalized in consultation with BSE The category has been subscribed to the extent of 491.09 times (after rejection). The total number of Equity Shares allotted in this category is 2,76,000 Equity Shares to 46 successful applicants. The details of the Basis of Allotment of the said category (on sample basis) are as under:

No. of Shares Applied for (Category wise) No. of Applications Received % of Total Total No. of Shares applied in each category % to Total No. of Equity Shares Allotted per Applicant Ration of allottees to applicants Total No. of shares allocated/ allotted
16000 7926 96.42 126816000 93.56 6000 44:7926 264000
18000 157 1.91 2826000 2.08 6000 1:157 6000
20000 62 0.75 1240000 0.91 6000 0:0 0
22000 8 0.10 176000 0.13 6000 0:0 0
24000 6 0.07 144000 0.11 6000 0:0 0
26000 3 0.04 78000 0.06 6000 0:0 0
28000 6 0.07 168000 0.12 6000 0:0 0
30000 6 0.07 180000 0.13 6000 0:0 0
32000 8 0.10 256000 0.19 6000 0.0 0
34000 5 0.06 170000 0.13 6000 0:0 0
36000 3 0.04 108000 0.08 6000 0:0 0
38000 2 0.02 76000 0.06 6000 0:0 0
40000 3 0.04 120000 0.09 6000 0:0 0
42000 3 0.04 126000 0.09 6000 0:0 0
44000 1 0.01 44000 0.03 6000 0:0 0
46000 2 0.02 92000 0.07 6000 0:0 0
48000 4 0.05 192000 0.14 6000 0:0 0
50000 4 0.05 200000 0.15 6000 0:0 0
80000 1 0.01 80000 0.06 6000 0:0 0
82000 2 0.02 164000 0.12 6000 0:0 0
100000 1 0.01 100000 0.07 6000 0:0 0
120000 1 0.01 120000 0.09 6000 0:0 0
144000 1 0.01 144000 0.11 6000 0:0 0
234000 2 0.02 468000 0.35 6000 0:0 0
256000 1 0.01 256000 0.19 6000 0:0 0
398000 1 0.01 398000 0.29 6000 0:0 0
800000 1 0.01 800000 0.59 6000 0:0 0
6000 share will be allotted to unsuccessful allotees (category) from Sr no. 3 to 27 = 6000 shares in ratio of 1:137 1:137 6000
Total 8220 100.00 135542000 100.00 276000

4. Allotment to Market Maker:

The Basis of Allotment to Market Maker who have bid at Issue Price of Rs. 63/- per Equity Share, was finalized in consultation with BSE. The category was subscribed by 1.00 times i.e. for 1,46,000 Equity shares, the total number of shares allotted in this category is 1,46,000 Equity Shares. The category wise details of the Basis of Allotment are as under:

No. of Shares Applied for (Category wise) No. of Applications Received % of Total Total No. of Shares applied in this category % to Total No. of Equity Shares allocated/ allotted per Applicant Ratio Total No. of shares allocated/ allotted
146000 1 100.00 146000 100.00 146000 1:1 146000
Total 1 100.00 146000 100.00 146000

5. Allotment to QIBs excluding Anchor Investors (Alter Rejections):

Allotment to QIBs, who have bid at the Issue Price of Rs. 63/- per Equity Share has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 121.73 times of QIB portion and Nil times of Mutual fund portion. The total number of Equity Shares allotted in the QIB category is 5,48,000 Equity Shares, which were allotted to 45 successful Applicants.

Category FI'S/BANK'S MF'S ICS NBFC'S AIF FPI VC'S Total
QIB --- -- - 78,000 3,72,000 98,000 - 5,48,000

6. Allotment to Anchor Investors (Alter Technical Rejections):

The Company in consultation with the BRLM has allocated 8,18,000 Equity Shares to 4 Anchor Investors at the Anchor Investor Issue Price of Rs. 63 per Equity Shares in accordance with the SEBI (ICDR) Regulations. This represents upto 60% of the QI8 Category.

CATEGORY FIS/BANKS MFS ICS NBFC'S AIF FPI VC'S TOTAL
ANCHOR - - - 1,60,000 4,78,000 1,80,000 8,18,000

The Board of Directors of our Company at its meeting held on May 08, 2026 has taken on record the basis of allotment of Equity Shares approved by the designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation will be dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been dispatched / mailed for unblocking of funds and transfer to the Public Issue Account on or before June 01, 2026. In case the same is not received within ten days. Investors may contact the Registrar to the Issue at the address given below. The Equity Shares allotted to the successful allottees shall be uploaded on June 02, 2026 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is in the process of obtaining the listing and trading approval from BSE and the trading of the Equity Shares is expected to commence trading on June 03, 2026.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated May 30, 2026 filed with the Registrar of Companies, Jaipur, ("RoC").

INVESTOR'S PLEASE NOTE

The details of the allotment made has been hosted on the website of the Registrar to the Issue, Bigshare Services Private Limited at website: www.bigshareonline.com

TRACK RECORD OF BOOK RUNNING LEAD MANAGER: The BRLM has handled Six SME public issues so far out of which none of the issue has closed below Issue price on the listing date.

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting lull name of the First/ Sole Bidder Serial number of the ASBA form, number of Equity Shares bid for, Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and copy of the Acknowledgment Slip received from the Designated Intermediary and payment details at the address given below:

wpe9.jpg (1608 bytes) BIGSHARE SERVICES PRIVATE LIMITED
Address: Pinnacle Business Park, Office no S6-2, 6th floor, Mahakali Caves Road, Next to Ahura Centre Andheri East Mumbai, Maharashtra-400093 | Telephone: 022 - 6263 8200 | Email: ipo@bigshareonline.com
Investor Grievance Email: investor@bigshareonline.com | Website: www.bigshareonlme.com
Contact Person: Babu Rapheal | SEBI Registration Number: INR000001385
On behalf of Board of Directors
RAJNANDINI FASHION INDIA LIMITED
Sd/-
Vikesh Sushil Lunawat
Place: Jaipur, Rajasthan Designation: Chairman and Managing Director
Date: June 02, 2026 DIN: 03494666

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 RAJNANDINI FASHION INDIA LIMITED.

Disclaimer: Rajnandini Fashion India Limited has filed the Prospectus with the RoC on May 30, 2026 and thereafter with SEBI and the Stock Exchange The Prospectus is available on the website of the BRLM, Seren Capital Private Limited at www.serencapital.in and the Company at: https://rfil.in and shall also be available on the website of the BSE and SEBI. 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 17 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 issued 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 Issued 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 Issues and sales are made. There will be no public Issuing in the United States.