IREDA IPO Basis of Allotment

Our Company was incorporated in Delhi as 'Indian Renewable Energy Development Agency United' , a public limited company under the Companies Act 1956. pursuant to a certificate of incorporation dated March 11.1987. issued by the Registrar of Companies. Delhi and Haryana (' RoC'). Our Company received a certificate of commencement of business dated March 21, 1987, by the RoC. Our Company was notified as a public financial institution under Section 4 A of the Companies Act. 1956 by the Department of Company Affairs. Ministry of Law, Justice and Company Affairs. Government of India on October 17,1995 Further, the Reserve Bank of India ("RBI") granted a certificate of registration to our Company on January 23, 2008 permitting us to commence/carry on the business of non-banking financial institution without accepting public deposits, and classified us as an investment and credit company, which was further reclassified as an infrastructure finance company on March 13, 2023. For further details in relation to changes in the registered office of our Company, see 'History and Certain Corporate Matters - Changes in the Registered 0ffice"on page 277 of the prospectus dated November 24.2023 ("Prospectus")

Investors may note the following:

Pursuant to SEBI circular no. SEBI/HO/CFDH'PDI/CIR/P/2023/140 dated August 9,2023, the reduction of timeline for listing of equity shares in public issue from existing 6 working days ("T+6 days") to 3 working days ("T+3 days") has been made applicable in two phases i.e., (i) voluntary for all public issues opening on or after September 1,2023; and (ii) mandatory on or after December 1,2023. As per the red herring prospectus dated November 11,2023 ("RHP") and Prospectus, the commencement of trading of Equity Shares on the stock exchanges was scheduled on or before December 1, 2023. However, in the interest of the Bidders, the Company has decided voluntary adoption of the timelines prescribed under the aforementioned SEBI circular. The Company has completed the requisite formalities such that the commencement of trading of Equity Shares on the Stock Exchanges shall be with effect from November 29,2023. The indicative timelines mentioned in the section titled "Terms of the Offer-Bid/Offer Programme" on page 617 of the RHP and on page 617 of the Prospectus stands updated as:

INITIAL PUBLIC OFFER OF UP TO 671,941,177 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF INDIAN RENEWABLE ENERGY DEVELOPMENT AGENCY LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICEA PRICE OF Rs. 32 PER EQUITY SHARE (INCLUDING A PREMIUM OF Rs. 22 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING UP TO Rs. 21,502.12 MILLION, COMPRISING A FRESH ISSUE OF UPTO 403,164,706 EQUITY SHARES AGGREGATING UPTO Rs. 12,901.27 MILLION BY OUR COMPAICOMPANY (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF UP TO 268,776,471 EQUITY SHARES AGGREGATING UP TO Rs. 8,600.85 MILLION BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF NEW AND RENEWABLE ENERGY, GOVERNMENT OF INDIA ("PROMOTEOMOTER SELLING SHAREHOLDER") ("OFFER FOR SALE", AND TOGETHER WITH THE FRESH ISSUE, THE "OFFER"). THIS OFFER INCLUDES A RESERVATION OF UP T0 1,875,420 EQUITY SHARES AGGREGATING UP TORs. 60.01 MILLION (CONSTITUTING UP TO 0.07% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS "NET OFFER". THE OFFER AND THE NET OFFER WOULD CONSTITUTE 25% AND 24.93%, RESPECTIVEL Y, OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

• Our business and financial performance could suffer if we are unable to effectively manage the quality of our growing asset portfolio and control the level of our non-performing assets. Set forth below are details of our Term Loans Outstanding, asset quality ratios, as well as provision coverage ratio, as of each of the corresponding periods:

(1) Gross NPA represents Term Loans Outstanding pertaining to loans which are required to be classified as NPA as per the Income Recognition, Asset Classification and Provisioning norms issued and modified by RBI from time to time.

(2) Gross NPA (%) represents Gross Non-performing Term Loans divided by Term Loans Outstanding at the period end, as a percentage.

(3) Net NPA represents Gross NPA reduced by NPA provisions as of the last day of relevant period

(4) Net NPA (%) represents Net Non-performing Term Loans divided by Net Term Loans Outstanding, as at the period end, as a percentage. Net Term Loans represent Term Loans Outstanding minus NPA Provisions, as at the period end.

(5) Provision Coverage Ratio represents total provisions held on Gross NPA as at the end of the period, as a percentage of total Gross NPAs as at the end of the period.

• We may be unable to secure borrowings on commercially acceptable terms and at competitive rates, which could adversely affect our business, results of operations and financial condition.

• Projects and schemes for generating electricity and energy through renewable sources like solar, wind, hydro, biomass, waste-to-energy and new and emerging technologies have inherent risks and, to the extent they materialize, could adversely affect our business, results of operations and financial condition.

• Our credit ratings have been downgraded in the past. Any future downgrade in our credit ratings could adversely affect our business, results of operations and financial condition.

• We have had negative cash flows from operations in the past. There is no assurance that such negative cash flows from operations shall not recur in the future.

• Concentration Risk: Our business is entirely concentrated in, and dependent on, the Indian RE sector, which in general has many challenges and effective addressing of these risks are key to the growth of the sector. Even within the Indian Renewable Energy ("RE") sector, 81.49% of our Term Loans Outstanding as of September 30,2023 were concentrated within four sectors. As on September, 2023, our borrowings to our top 20 borrowers contribute 39.70% of Total Term Loans Outstanding. Further, we have concentration of loans in certain states, with 60.72% of Term Loans Outstanding in our top five states as of September 30,2023.

• We have had instances of non-compliance with covenants under our financing agreements in the past. Any future non-compliance may lead to action against us, adversely affecting our reputation, cash flows and results of operations.

• Our NPAs may increase due to inability of borrowers to repay our loans due to factor such as

delay in payment from state electricity distribution companies ("DISCOMs"). Certain DISCOMs that purchase electricity from our borrowers and certain states have sought revision in the terms of their existing PPAs. A downward revision in the tariffs could negatively affect the cash flows and financial conditions of our borrowers and may affect their repayment capabilities. Further, the poor health of State DISCOMs may lead to delays in payments to RE projects that we finance.

•We are exposed to fluctuations in foreign exchange rates, which in turn could adversely affect ourresults of operation and financial condition.

•Regulatory Risk: Our business is subject to periodic inspections by the RBI, and our non-

compliance with observations made by the RBI during these inspections, or significant lapses identified by the RBI in course of inspections, could expose us to penalties and restrictions.

• Our Statutory Auditor has included observations and certain emphasis of matters in the audit reports on the audited consolidated financial statements of our Company as at and for the year ended March 31, 2021 and on the audited standalone financial statements of our Company as at and for the years ended March 31,2022 and 2023 and for the six months ended September 30,2022 and September 30, 2023. Further, they have included certain remarks in connection with the Companies (Auditor's Report) Order, 2020/ Companies (Auditor's Report) Order, 2016.

• Our Company will not receive any proceeds from the Offer for Sale portion of the Offer.

• Our Company will continue to be controlled by the Promoter following this Offer.

• The Price/Earnings ratio based on diluted EPS for Fiscal 2023 for our Company at the upper end of the Price band is 8.47 times and Price/Earnings ratio of the average industry peer group on the date of the RHP is 6.25 times.

• The Net Asset Value as of March 31,2023 for our Company is Rs. 25.98 per share and Net Asset Value of REC Limited is Rs. 220.72 per share and Power Finance Corporation Limited is Rs. 424.16 per share.

• Average cost of acquisition of Equity Shares for the Promoter is Rs. 10 per Equity Share and the Offer Price at upper end of the Price Band is Rs. 32 per Equity Share.

• Weighted Average Return on Net Worth for Fiscals 2021,2022 and 2023 is 14.91 %.

• Select Financial Ratios

Note:

1. Market Capitalisation to revenue from operations ratio has been calculated as market capitalization at floor price/cap price divided by revenue from operations for the financial year ended March 31, 2023, as restated. Market Capitalisation at the floor price/cap price has been calculated by multiplying the floor price/cap price with expected total outstanding number of equity shares of the company after the completion of the offer calculated respectively at floor price/cap price.

2. Price to Book Value has been computed based on the floor price/ cap price divided by the net asset value per equity share, as on March 31,2023.

• Details of the price at which equity shares were acquired by our promoter, promoter group, selling shareholders, shareholders entitled with right to nominate directors or any other rights was acquired in the last 3 years

• The weighted average cost of acquisition at which the Equity Shares were transacted in the preceding one year, 18 months and three years preceding the date of the Prospectus is as follows:

• The three BRLMs associated with the Offer have handled 21 public issues in the past three Fiscals, out of which 11 issues closed below the IPO price on the listing date.

*Issues handled where there were no common BRLMs.

The Offer was made through the Book Building Process, in terms of Rule 19<2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the 'SCRR') read with Regulation 31 of the SEBIICDR Regulations and in compliance with Regulation 6(1) of the SEBIICDR Regulations, wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs" the 'QIB Portion'), provided that our Company and the Promoter Selling Shareholder, in consultation with the BRLMs. allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the Price at which allocation has been made to Anchor Investors ("Anchor Investor Allocation Price"). Further, 5% of the Net QIB Portion (other than Anchor Investor Portion) ("Net QIB Portion") was available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids having been received at or above the Offer Price, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion shall be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer was available for allocation to Non-lnstitutional Bidders (‘Non-lnstitutional Portion') out of which (a) one-third of such portion was reserved for Bidders with application size of more than ?200,000 and up to ?1,000,000; and (b) two-thirds of such portion was reserved for Bidders with application size of more than ?1,000,000. provided that the unsubscribed portion, if any, in either of such sub-categories shall be allocated to applicants in the other subcategory of Non-lnstitutional Bidders, and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders (‘Retail Portion") in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Further, Equity Shares shall be allocated on a proportionate basis to the Eligible Employees who applied under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount ('ASBA') process providing details of their respective ASBA Accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts was blocked by the SCSBs or 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 Offer through the ASBA process. For details, see 'Offer Procedure" on page 624 of the Prospectus.

The bidding for Anchor Investor opened and closed on November 20, 2023. The Company received 58 Anchor Investor applications from 35 Anchor Investors for 206,568,980 Equity Shares. The Anchor Investor Offer Price was finalized at Rs. 32 per Equity Share. A total of 201,019,726 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 6,432.631,232.00.

The Offer received 2,959,834 applications for 18,501.959,920 Equity Shares (including applications from Anchor Investors and prior to rejections) resulting in 27.54 times subscription. The details of the applications received in the Offer from various categories are as under (before rejections):

Final Demand

A summary of the final demand as per NSE and BSE as on the Bid/Offer Closing Date at different Bid prices $ as under:

The Basis of Allotment was finalized m consultation with the Designated Stock Exchange. being NSE on November 24,2023

A. Allotment to Retail Individual Bidders (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of ?32 per Equity, was finalized in consultation with NSE. This category has been subscribed to the extent of 7.52 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 234,800,740* Equity Shares to 510.436 successful applicants. The category-wise details of the Basts of Allotment are as under:

This includes spill over from Eligible Employee Category of 277.725 Equity Shares.

B. Allotment to Non-institutional Bidders (more than 70.20 million and upto 71 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non- institutional Bidders (more than 7 0 20 million and upto 71 million), who have bid at the Offer Price of 7 32 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 18.33 times. The total number of Equity Shares allotted in this category is 33.542,963' Equity Shares to 5,208 successful applicants. The category-wise details of the Basis of Allotment are as under. (Sample)

'This includes spill over from Eligible Employee Category of39,675 Equity Shares

C. Allotment to Non-lnstitutional Bidders (more than71 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than 71 million), who have tod at the Offer Price of 732 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 25.26 times. The total number of Equity Shares allotted in this category is 67,085,926* Equity Shares to 10.417 successful

applicants. The category-wse details of the Basis of Allotment are as under: (Sample)

*This includes spill over born Eligible Employee Category of Rs. 9,350 Equity Shares.

D. Allotment to Eligible Employees (After Rejections)

The Basis of Allotment to the Eligible Employees who have bid at the Offer Price of Rs. 32 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.58 times. The total number of Equity Shares allotted in this category is 1.081,920 Equity Shares to 139 successful applicants. The category-wise details of the Basis of Allotment are as under:

E. Allotment to QIBs (After Rejections)

Allotment to QIBs. who have bid at the Offer Price of Rs. 32 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 110.33 times of Net QIB portion. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available l.e. 67.20.495' Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i e. 12,76.89.407" Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 134,409.902*** Equity Shares, which were allotted to 266 successful Applicants.

*This includes spill over of 19.837 Equity Shares from Employee category "This incfudes spillover of 3,76,913 Equity Shares from Employee category

***This includes spill over towards Mutual Funds portion of 19.837Equity Shares and other QIBs portion of376.913 Equity Shares.

F. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the BRLMs. have allocated 201,019.726 Equity Shares to 35 Anchor Investors (through 58 Anchor Investor Application Forms) (including 13 domestic Mutual Funds through 32 schemes) at an Anchor Investor Offer Price at ?32 per Equity Share in accordance with SEBIICDR Regulations. This represents 60% of the QIB portion.

The Board of Directors of our Company at its meeting held on November 25.2023 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful applicants The Allotment Advice Cum Refund Intimation anchor notices have been dispatched to the address of the investors as registered with the depositories Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on November 25.2023 and the payments to non-syndicate brokers have been issued on November 28.2023. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on November 28.2023 for credit into the respective beneficiary accounts subject to validation of the acoount details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on November 28. 2023. The Company has received the listing and trading approval from NSE & BSE. and trading will commence on November 29.2023.

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

INVESTORS PLEASE NOTE

These details of the Allotment made was hosted on the website of Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant. Serial number of the Bid cum Application form number. Bidders DP ID. Client ID. PAN. date of submission of Btd cum Application Form, address of the Bidder, number of Equity Shares bid for. name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

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 INDIAN RENEWABLE ENERGY DEVELOPMENT AGENCY LIMITED.

INDIAN RENEWABLE ENERGY DEVELOPMENT AGENCY LIMITED has filed a Prospectus with SEBI and with the RoC on November 24.2023. The Prospectus is available on the website of the SEBI at www.sebi.gov.in as well as on the website of the BRLMs i.e.. IDBI Capital Markets & Securities Limited at www.idbicapital.com, BOB Capital Markets Limited at www.bobcaps.in and SBI Capital Markets Limited at www.sbicaps.com, the website of the NSE at www.nseindia.com and the website of the BSE at www.bseindia.com and the website of the Company at www.ireda.in. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section titled 'Risk Factors"beginning on page 34 of the Prospectus.
The Equity Shares have not been and will not be registered under the Securities Act or any U.S. federal, state or other securities laws. The Equity Shares may not be transferred or resold except as permitted under the U.S. Securities Act. the applicable state securities taws and any applicable non-U.S. securities laws, pursuant to registration or exemption therefrom. The Company will not be registered as an investment company under the U.S. Investment Company Act of 1940. as amended (the Investment Company Act) and accordingly is not subject to the protections of the Investment Company Act. Accordingly, the Equity Shares were offered and sold (a) to persons in the United States and to U.S. Persons who are both, (i)-qualified institutional buyers'(as defined in Rule 144A under the U.S. Securities Act and referred to in this Red Herring Prospectus as 'U.S. QIBs'), and (ii) Qualified Purchasers ("QPs"), as defined in Section 2(a)(51) of the Investment Company Act (persons who are both a U.S. QIB and a QP are referred to as "Entitled QPs"), pursuant to Rule 144A under the U.S Securities Act and in accordance with Section 3(c)(7) of the Investment Company Act, and (b) to persons who are not U.S. Persons outside the United States, pursuant to Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made There will be no public offering of Equity Shares in the United States.