JSW Infrastructure IPO Basis of Allotment

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This is a public announcement for information purposes only and is not a prospectus announcement and does not constitute an invitation or offer to acquire, purchase or subscribe to securities. Not for release, publication or distribution directly or indirectly, outside India. Initial public offer of equity shares on the main board of the Stock Exchanges in compliance with Chapter II of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. as amended ("SEBIICDR Regulations").

Our Company was originally incorporated as JSW Infrastructure & Logistics Limited" at Mumbai, Maharashtra as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated April 21,2006 issued by the Registrar of Companies, Maharashtra at Mumbai ('RoC'). Our Company received a certificate of commencement of business on June 22,2006 by the RoC. The name of our Company was subsequently changed to "JSW Infrastructure Limited', pursuant to a special resolution passed in the extra-ordinary general meeting of the Shareholders held on March 25.2008. pursuant to which a fresh certificate of incorporation consequent upon change of name was issued by the RoC on April 2, 2008. For further details of change in the name of our Company and the Registered and Corporate Office, see History and Certain Corporate Matters" on page 237 of the Prospectus dated September 27,2023 ('Prospectus').

THE COMMENCEMENT OF TRADING OF THE EQUITY SHARES OF OUR COMPANY ON THE STOCK EXCHANGES SHALL BE WITH EFFECT FROM TUESDAY,OCTOBER 3, 2023. OUR COMPANY HAS VOLUNTARILY DECIDED FOR LISTING ON T+2 DAY (T BEING THE ISSUE CLOSING DATE) IN TERMS OF THE TIMELINES PRESCRIBED UNDER 'THE SEBI CIRCULAR NO. SEBI/HO/CFD/TPD1/CIR/P/2023/140 DATED AUGUST 09,2023.

Our Company has filed the Prospectus dated September 27,2023 with the RoC, and the Equity Shares are proposed to be listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and trading will commence on Tuesday, October 3,2023.

Investors may note the following:

Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,2023, SEBI has made applicable the reduction of timeline for listing of shares through Public Issue from existing T+6 days to T+3 day in two phases i.e. (i) voluntary for all public issues opening on or after September 1,2023; and (ii) mandatory for all public issues opening on or after December 1,2023. As per the Red Herring Prospectus dated September 13,2023 ("RHP") and Prospectus, the commencement of trading of Equity Shares on the stock exchanges was scheduled on or before October 6,2023. However, our Company has decided to voluntary adopt the aforementioned SEBI circular and as a result the commencement of trading of Equity Shares of our Company on the stock exchanges shall be on October 3,2023. The Indicative timelines mentioned in the section titled "Terms of the Issue - Bid/lssue Period" on page 507 of the RHP and on page 505 of the Prospectus stands updated as below:

INITIAL PUBLIC OFFERING OF UP TO 235,294,117 EQUITY SHARES OF FACE VALUE OFRs. 2 EACH ("EQUITY SHARES") OF JSW INFRASTRUCTURE LIMITED ("OUR COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF Rs. 119 PEREQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 117 PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING UP TO Rs. 28,000 MILLION ("ISSUE"). THE ISSUE SHALL CONSTITUTE 11.20% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. Dependence on concession and license agreements:- We operate and manage our ports and port terminals under nine concession and license agreements, and lease deeds with state maritime boards and/or major port trusts/authorities in India and under two O&M agreements in the UAE. These concessions are granted by the relevant government agencies and concessioning authorities. We have several obligations under these agreements and a breach of the terms could lead to termination, which could materially adversely affect our business, results of operations, financial condition and cash flows.

2. Related Party Transactions:- We engage in significant related party transactions with entities in the JSW Group. Our total related party transactions (excluding eliminations) as a percentage of our total income constituted 52.51%, 60.79%, 89.36%, 65.77% and 61.66% for the three month periods ended June 30,2023 and June 30,2022, and Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. Further, a significant portion of our revenue from operations is derived from JSW Group Customers who are our related parties.

3. Cargo Concentration:- Our business is significantly dependent on handling of a few specific types of cargo, primarily iron ore and coal which collectively constituted 89.02%, 83.06%, 86.61%, 85.12% and 86.06% of the total cargo handled in India during the three month period ended June 30,2023, June 30, 2022 and Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

4. Losses in past:- Our Company and certain of our Subsidiaries have incurred losses in the past. Our Company, on a standalone basis, incurred a loss of ^457.97 million during the three month period ended June 30, 2022. Further 11 out of our 16 Subsidiaries incurred losses in either of three month period ended June 30,2023, June 30,2022 or Fiscal 2023, Fiscal 2022 and Fiscal 2021.

5. Pending Litigation:- The environmental clearance for capacity enhancement received by our Subsidiary, South West Port Limited ("SWPL"), has been challenged at the National Green Tribunal and is subject to outcome of other litigations which sought for total and complete closure of coal/coke handling operations at the Mormugao Port. Further, coke/ coal handling operations at SWPL and berths 7 and 10 at the Mormugao Port contributed 7.27%, 7.89%, 8.62%, 11.78% and 16.79% to the total cargo handled by us in India during the three month period ended June 30,2023, June 30,2022 and Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

6. Capital Intensive Business: - Our expansion and development plans are capital-intensive and may encounter funding challenges in the future. We incurred capital expenditure of Rs.27.79 million, Rs.283.57 million, Rs.2,456.11 million, Rs.14,511.21 million and ^3,442.41 million during the three month period ended June 30,2023, June 30,2022 and Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. Further, our proposed expansion plans are based on various assumptions including successful expansion of capacities at our JSW Group Customers' (Related Parties) facilities, reliance on maritime infrastructure, and our ability to comply with obligations owed to regulators.

7. JSW Trademark:- We don't own the JSW trademark, which is key for our business. Any reputational damage to this trademark or the JSW Group, name or logo could impact our ability to attract and retain customers, partners, suppliers, and employees and could result in a loss of revenue and market share.

8. Objects of the Issue:- Orders for certain key equipment and civil works for project expansion proposed to be funded through the Issue are yet to be placed. Delays or vendor failures in supply or cost escalations can result in significant time and cost overruns and our business and results of operations may be adversely affected.

9. Credit Rating:- Any adverse change in our credit ratings, currently assigned as "Ba2 / Positive" and "BB+/ Stable" by Moody's and Fitch Ratings, respectively to our sustainability-linked bond and "A1+" by CARE for our short-term facility could affect our ability to raise funds for future capital requirements and could have an adverse effect on our business and results of operations.

10. The Issue Price of the Equity Shares, price to earnings ratio ("P/E") ratio and enterprise value ("EV") to Operating EBITDA ratio of our Company may not be indicative of the market price of the Equity Shares on listing.

*EV/Operating EBITDA Ratio is computed as post issue number of shares multiplied by the lower and upper end of the price band as applicable, plus the net debt as of March 31,2023, divided by the Operating EBITDA for Fiscal 2023. Net Debt as on March 31, 2023 does not include the impact of Gross Proceeds raised from the Issue.

11. Weighted Average Return on Net Worth for Fiscals 2023,2022 & 2021 is 14.52%.

Not annualised

12. Details of weighted average cost of acquisition of all Equity Shares transacted in the last three years, 18 months and one year preceding the date of the Prospectus.

Ms certified by Shah Gupta & Co., Chartered Accountants, pursuant to their certificate dated September 27,2023.

13. Details of the price at which equity shares were acquired in the last three years immediately preceding the date of the Prospectus by our Promoters and members of our Promoter Group.

Note: As certified by Shah Gupta & Co., Chartered Accountants, by way of their certificate dated September 27,2023.

(1) Acquired and held through its trustees Sajjan Jindat and Sangita Jindal. Further, Sajjan Jindai is the managing trustee of the Sajjan Jindal Family Trust.

(2) Excludes 250 Equity Shares acquired by Everbest Consultancy Services Private Limited and 25 Equity Shares acquired by Reynold Traders Private Limited in the last three years for which Sajjan Jindai Family Trust is the beneficial owner.

(3) Sajjan Jindai Family Trust is the beneficial owner in relation to the Equity Shares issued to Everbest Consultancy Services Private Limited, and Reynold Traders Private Limited.

'Acquisition of Equity Shares was undertaken pursuant to a bonus issue on February 9,2023, in the ratio of five Equity Shares for every one existing Equity Share held (5:1). Hence the acquisition price is nil.

^

As adjusted for sub-division of Equity Shares.

14. Weighted average cost of acquisition, floor price, and cap price

Note: The above details have been certified by Shah Gupta & Co., Chartered Accountants by their certificate dated September 27,2023. *As there are no transactions to be reported under parts (a) and (b) above, computation of weighted average price is not required here.

15. The 8 BRLMs associated with the Issue have handled 87 public issues in the past three financial years,

out of which 28 Issues closed below the offer price on listing date.

The Issue was made m 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 The Issue was made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulation wherein not less than 75% of the Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIBs') (the "QIB Portion"), provided that our Company, in consultation with the BRIMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the 'Anchor Investor Portion'). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors ("Anchor Investor Allocation Price") in accordance with the SEBI ICDR Regulations. Further, 5% of the QIB Portion (other than Anchor Investor Portion) ('Net QIB Portion') was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids be >g received at or above the Issue Price. Further, (a) not more than 15% of the Issue was available for allocation to Non-lnstitutional Investors (out of which one third shall be reserved for Bidders with Bids exceeding Rs. 0 20 million up to Rs. 1.00 million and two-thirds was reserved for Bidders with Bids exceeding Rs. 1.00 million); and (b) not more than 10% of the Issue was available for allocation to Retarf Individual Investors ('Rlls') in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All potential Bidders, other than Anchor Investors, were mandatorily required to participate in the Issue through the Application Supported by Blocked Amount ('ASBA') process and were required to provide details of their respective ASBA Account and UPI ID in case of UPI Bidders, which were blocked by the Self Certified Syndicate Banks ("SCSBs") or the Sponsor Banks, as the case may be. to the extent of their respective Bid Amounts. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see Issue Procedure' on page 512 of the Prospectus.

The bidding for Anchor Investor opened and closed on Friday, September 22.2023. The Company received 65 applications from 45 Anchor Investors for 110,336,562 Equity Shares The Anchor Investor Issue Price was finalized at Rs. 119 per Equity Share. A total of 105,882,352 Equity Shares were allocated under the Anchor Investor Portion aggregating to T 12.599.999,888.

The Issue received 1,657,062 applications for 5,206,163,130 Equity Shares resulting in 22.13 times subscription as disclosed in the Prospectus. The details of the applications received in the Issue from Retail Individual Bidders. Non-lnstitutional Bidders and QIBs are as under (before technical rejections):

Final Demand

Asummary of the final demand as per BSE and NSE as on the Bid'lssue Closing Date at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on September 28.2023.

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

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Issue Price of Rs. 119 per Equity, was finalized in consultation with BSE. This category has been subscnbed to the extent of 10.44 times The total number of Equity Shares Allotted in Retail Individual Bidders category is 23,529,411 Equity Shares to 186,741 successful applicants. The category-wise details of the Basis of Allotment are as under

Please Note: 1 additional Share shall be allotted to 45 Allottees from amongst 19.686 Successful Applicants from the categories 252-1638 (i.e. excluding successful applicants from Category 126) in Ihe ratio of 15:6562.

B. Allotment to Non-lnstitutional Bidders (more than Rs. 2 lakhsand upto 110 lakhs) (After Technical Rejections) (including ASBAApplications)

The Basis of Allotment lo the Non-lnstitutional Bidders (more than Rs. 2 lakhs and upto Rs. 10 lakhs), who have bod at Ihe Issue Price of Rs. 119 per Equity Share or above, was finalized m consultation with BSE. This category has been subscribed to the extent of 14.50 times. The total number of Equity Shares allotted in this category is 11.764.705 Equity Shares to 6,669successful applicants, The category-wise details of the Basis of Allotment are as under

Please Note: 1 additional Share shall be allotted to 384 Successful Allottees from the categories 1890 - 8316 (i.e., excluding successful applicants from Category 1764) in the ratio of 1:1.

Please Note: 1 additional Share shall be allotted to 205 Allottees from amongst 384 Successful Allottees from the Categories 1890 - 8316 (i.e.excluding successful applicants from Category 1764) in the ratio of 8:15

C. Allotment to Non-lnstitutional Bidders (more than Rs. 10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 10 lakhs), who have bid at the Issue Price of Rs. 119 per Equity Share or above, was finalized m consultation with BSE. This category has been subscnbed to the extent of 17.86 times. The total number of Equity Shares allotted in this category is 23,529,412 Equity Shares to 13,338 successful applicants The category-wise detafc of the Basis of Allotment are as under (Sample)

Please Note. 1 (One) lot of 1764 shares have been allotted to All the Applicants from Serial No. 106 to 217 in the ratio of 1:112 (All these categories have been moved at the end for ease of reference.

Please Note: 1 additional Share shall be allotted to 1180 Allottees from amongst 13.338 Successful Applicants from all the categories in the ratio of 10:113.

D. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs. who have bid at the Issue Price of 1119 per Equity Share or above, has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 60.03 times of Net QIB portion. As per the SEBIICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 3.529.412 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 67.058,825 Equity Shares on a proportionate basis. The total number of Equity Shares allotted the QIB category $ 70,588,237 Equity Shares, which were allotted to 197 successful Applicants.

E. Allotment to Anchor Investors (After Technical Rejections)

The Company in consultation with the BRLMs, have allocated 105.882.352 Equity Shares to 45 Anchor Investors (through 65 Anchor Investor Application Forms) (including 11 domestic Mutual Funds through 28 schemes) at an Anchor Investor Issue Price at Rs.119 per Equity Share m accordance with SEBI ICDR Regulations. This represents 60% of the QIB portion.

The IPO Committee of our Company at its meeting held on September 28.2023 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 and/or 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 Issue Account on September 28,2023 and the payments to non-syndicate brokers have been issued on September 28,2023. 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 have been uploaded on September 29.2023 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on September 29, 2023. The Company has received the listing and trading approval from NSE & BSE. and trading will commence on October 03.2023.

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

These details of the Allotment made shall be hosted on the website of Registrar to the Issue, KFin Technologies Limited at www.kfintech.com.

All future correspondence m this regard may kindly be addressed to the Registrar to the Issue 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 Bid 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 JSW INFRASTRUCTURE LIMITED.

JSW INFRASTRUCTURE LIMITED has fifed Prospectus dated September 27,2023 with SEBI (the "Prospectus") with the RoC. The Prospectus is made available on the website of the SEBI at www.sebi.gov.in as well as on the website of the BRLMs i.e., JM Financial Limited at wkwv.jmfl.com, Axis Capital Limited at www.axiscapital.co.in, Credit Suisse Securities (India) Private Limited at http://www.credit-suisse.comfin/en7investment-banking-apac/investment-banking-in-india/ipo.html, DAM Capital Advisors Limited at www.damcapital.in. HSBC Securities and Capital Markets (India) Private Limited at wwkv.business.hsbc.co.in/en-gWin/generic/ipo-open-offer-and-buyback, ICICI Securities Limited at www.iocisecurities.com, Kotak Mahindra Capital Company Limited at https://investmentbank.kotak.com 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 jsw.in /infrastructure. Any investor should note that investment in equity shares involves a high degree of nsk and for details relating to such risks, please see the section titled 'Risk Facfors"beginning on page 30 of the Prospectus.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any other applicable law of the United States and. unless so registered, 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 U.S. Securities Act and applicable slate securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to qualified institutional buyers' (as defined in Rule 144A under the U.S. Securities Act pursuant to Rule 144Aof the U.S. Securities Act, and (b) in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made.