Juniper Hotels IPO Basis of Allotment

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 incorporated as 'Seajuli Finance Private Limited' on September 16,1985, as a private limited company under the Companies Act, 1956. at Kolkata. pursuant to a certificate of incorporation granted by the Registrar of Companies. West Bengal at Kolkata ("RoC WB ) Pursuant to an allotment of Equity SIlity Shares by our Company and in accordance with the provisions of Section 43 Aof the Companies Act, 1956. our Board passed a resolution on September 2,1986, wherein our Board noted that our Company had become a deemed public company, and the name of our Company was changed to 'Seajuli Finance Limited' with effect from September 2,1986. pursuant to a certicertificate of incorporation endorsed by the RoC WB to that effect. Pursuant to resolutions passed by our Board and our Shareholders on August 4,1995 and August 31,1995 respectively, the name of our Company was changed to "Seajuli Properly & Viniyog Limited'' to reflect the business activities of our Company and a fresh certificate of incorporation was issued by the RoC RoC WB on October 13,1995 Since the incorporation of our Company till October 30,1996, our Company was involved in the business of making investments. Pursuant to a special resolution passed by our Shareholders on October 30,1996. the commencement of hotel business of our Company was approved. Consequent to the amendment in Section 43Aof the Companies Act, 1956 by the Companies (Amendment) Act, 2000, the Company was re-converied from a deemed public company to a private limited company pursuant to a resolution passed by our Board on June 13,2001 and the certificate of incorporation of our Company was endorsed by the RoC WB to that effect Thereafter, pursuant to a special resolution passed by our for Shareholders on October 16,2003, the name of our Company was changed from "Seajuli Property & Viniyog Private Limited' to 'Juniper Hotels Private Limited", to reflect the mam activities, i.e., hotel business, undertaken by our Company and a fresh certificate of incorporation was issued by the RoC WB on December 23.2003. Further, pursuant to a special resolution pain passed by the Shareholders dated October 16,2003 which was confirmed by an order of the Company Law Board, Eastern Region Bench, Kolkata dated February 18.2005. the registered office of the Company was shifted from the state of West Bengal to the state of Maharashtra with effect from February 5.2005 and a certificate of registration of the order of the Company Law Board for change of state was issued by the Registrar of Companies. Maharashtra at Mumbai ("RoC") on April 27.2005. On the conversion of our Company from a private limited company to a public limited company, pursuant to a resolution passed by our Board on August 4.2023 and a special resolution passed by our Shareholders on August 7,2023, our name w<ie was changed to 'Juniper Hotels Limited- and a fresh certificate of incorporation dated August 28.2023 was issued by the RoC. For details of the change in the name and the registered office address of our Company, see History and Certain Corporate Matters 'on page 238 of the Prospectus dated February23,2024filed with the RoC (Prospectus').

Our Company has filed the Prospectus with the RoC, and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading will commence on February 28,2024.

INITIAL PUBLIC OFFERING OF 50,000,000 EQUITY SHARES BEARING FACE VALUE OF Rs 10 EACH ("EQUITY SHARES") OF JUNIPER HOTELS LIMITED ("COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs 360 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 350 PER EQUITY SHARE) (THE "ISSUE PRICE") AGGREGATING TO Rs 18,000.00 MILLION (THE "ISSUE"). THE ISSUE SHALL CONSTITUTE 22.47 % OF THE: POST-ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. Losses in past: Our Company and our Subsidiaries have incurred losses in the past:

2. Substantial Indebtedness: As of September 30,2023, we had total borrowings (including current and non-current borrowings) of Rs22,527.47 million requiring significant cash flows to service and limiting our ability to operate freely. The table below sets forth details as of dates indicated:

* Not annualized

3. Past delays in repayment of loans by a recently acquired entity, which is now our wholly owned subsidiary. Chartered Hotels Private Limited ("CHPL"): CHPL has witnessed certain instances of delays in the repayment of interest and principal in the past due to the long-term impact of the COVID-19 pandemic on its business, which impacted its financial performance resulting in inadequate cash flows to service payments to be made to lenders. To rectify the mismatch of cash flows, CHPL submitted a restructuring proposal in Fiscal 2020 and entered into a master restructuring agreement in March 2023 with Union Bank of India I (erstwhile Corporation Bank), Union Bank of India II (erstwhile Andhra Bank) and Indian Overseas Bank. As of September 30, 2023, CHPL, and its wholly owned subsidiary had total borrowings (including current and non- current borrowings) of ,692.04 million and Rs.312.32 million, respectively.

4. Negative operating cash flows in the past: Out of the last three fiscals (Fiscal 2023, Fiscal 2022 and Fiscal 2021) and six months ended September 30, 2023, we have witnessed negative operating cash flows in Fiscal 2022 of Rs364.49 million, primarily due to changes in our working capital.

5. Financing agreements covenants: Our financing agreements contain certain restrictive covenants that limit our ability to undertake certain types of actions, which could adversely affect our business and financial condition. Our Company has faced instances in Fiscals 2023,2022 and 2021, where we failed to comply with certain covenants of our financing agreements such as Debt to EBITDA not over 6.0x, DSCR - at least 1.35x and EBITDA falling below 33% (ascertained annually).

6. Revenue Concentration: We are dependent on three hotels/serviced apartments, namely Grand Hyatt Mumbai Hotel and Residences in Mumbai and Andaz Delhi and Hyatt Delhi Residences in New Delhi which cumulatively contributed 90.48%, 90.72%, 90.13%, 88.55% and 90.09% to our Company's revenue from operations for the six months ended September 30,2023, September 30, 2022, Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

7. Fixed Expenses: A portion of our operating expenses such as employee related costs, insurance costs, lease rentals for land, power and fuel and finance costs are relatively fixed in nature, constituting 57.21%, 58.33%, 55.90%, 58.02% and 58.19% of our total expenses for the six months ended September 30, 2023, September 30, 2022, Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. Even if the demand for our hotels/serviced apartments is adversely affected, we will be required to continue to incur such costs to maintain our properties.

8. Hyatt Brand: All our hotels and serviced apartments are currently operating under the Hyatt brands, on a non-exclusive basis. We are obligated to pay operator management and other fees and charges to Hyatt's affiliates for services, know-how rendered and trademark license granted by them which aggregated to 4.23%, 4.19%, 4.39%. 3.00% and 2.00% of our revenue from operations for the six months ended September 30,2023, September 30,2022, Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

9. Higher Equity Valuation: The equity valuation of our Company based on the Cap Price of Rs 360 per share is Rs 62,100.86 million which is higher than the equity valuation ascribed to our Company prior to the Issue at the time of acquiring CHPL from our Corporate Promoters in September 2023:

10. Pricing Risk: The Issue Price, market capitalization to total income ratio, the market capitalization to tangible assets ratio and the enterprise value ("EV") to EBITDA ratio and P/E ratio may not be indicative of the market price of the Equity Shares on listing or there after.

*** PIE is not calculable as EPS is negative

11. Weighted Average Return on Net Worth for Fiscals 2023,2022 & 2021 is (23.91)%.

*Not annualised

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

As certified byASCBSRAnd Company LLP, Chartered Accountants (FRN No. 013811N), by way of their certificate dated February 23,2024.

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

As certified by ASCBSR And Company LLP, Chartered Accountants (FRN No. 013811N), by way of their certificate dated February 23,2024

14. The three BRLMs associated with the Issue have handled 88 public issues in the past three financial years, out of which 24 Issues closed belowthe offer price on listing date.

The Issue was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBIICDR Regulations. The Issue was made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, where not less than 75% of the Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs') (the 'QIB Portion']. Our Company, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion') in accordance with the SEBI ICDR Regulations, 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 Anchor Investor Allocation Price Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) (the '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 made 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 Issue Price. Further, not more than 15% of the Issue was made available for allocation on a proportionate basis to Non-Institutional Investors (Non-lnstitutional Portion'), of which (a) one-third of the Non-Institutional Portion was reserved for applicants with application size of more than Rs 0.20 million and up to Rs 1.00 million; and (b) two-thirds of the Non-lnstitutional Portion was reserved for applicants with application size of more than Rs 1.00 million, provided that the unsubscribed portion in either of such sub-categories may have been allocated to applicants m the other sub-category of Non-lnstitutional Portion, subject to valid Bids having been received at or above the Issue Price, and not more than 10% of the Issue was made available for allocation to Retail Individual Investors ('Rlls'), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Issue Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Issue through the Application Supported by Blocked Amount ("ASBA") process and were required to provide details of their respective bank account (including UPI ID (as defined in the Prospectus) in case of UPl Bidders (as defined in the Prospectus)) in which the Bid Amount will be blocked by the SCSBs or the Sponsor Banks, as the case may be. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, specific attention is invited to *Issue Procedure 'beginning on page 705 of the Prospectus.

The bidding for Anchor Investors opened and closed on February 20.2024 The Company received 43 applications from 35 Anchor Investors for 24,461,160 Equity Shares The Anchor Investor Issue Price was finalized at Rs360 per Equity Share. A total of 22,500,000 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs 8.100.000,000 The Issue received 121,237 applications for 84,624,000 Equity Shares resulting in 1.69 times subscription as disclosed in the Prospectus. The details of the applications received in the Issue from Retail Individual Investors. Non-lnstitutional investors and QIBs are as under (before technical rejections):

' This excludes 3.445 applications (or 187.840 Equity Shares from Retail Individual which were no# m bid book but which were banked.

Final Demand

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

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on February 26,2024.

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

The Basis of Allotment to the Retail Individual Investors, who have bid at the Cut-off Price or at the Issue Price of Rs360 per Equity Share, was finahzed in consultation with NSE. This category has been subscribed to the extent of 1.26662 times. The total number of Equity Shares Allotted in the Retail Portion is 5.106,268 Equity Shares (Including Spilled over of 106.268 Equity Shares from NIB category) to 113707 successful applicants. The category-wise details of the Basis of Allotment are as under

Note 1: Includes spilled over of 106.268 Equity Shares from NIB Category.

Note 2: 1 additional Share have been allocated to all the categories from Slno 2 to Sino 13 in the ratio of93:148,68:265,31:35,37:72.1:7, 97:126, 23:58,3:114,21:32,21 74.10:11, 33:61

B. Allotment to Non-lnstitutional Investors (more than 70.20 million and upto 71.00 million) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Investors (more than 7 0.20 million and upto 71.00 million), who have bid at the Issue Price of 7 360 per Equity Share or above, was finalized m consultation with NSE. This category has been subscribed to the extent of 0.49235 times. The total number of Equity Shares Allotted n this category is 1,230,880 Equity Shares to 1.565 successful applicants. The category-wise details of the Basis of AHotment are as under:

The unsubscribed portion of 1.269,120 Equity Shares has been spitted over to NIB above 10 Lakhs Category.

C. Allotment to Non-lnstitutional Investors (more than Rs1.00 million) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Investors (more than Rs1.00 million), who have bid at the Issue Pnceof Rs360 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.85592 times. The total number of Equity Shares Allotted in this category is 5,365.840 Equity Shares to 730 successful applicants. The category-wise details of the Basis of Allotment are as under.

Includes spilled over of 1,269.120 Equity Shares from NIB 1 above 2 Lakhs up to 10 Lakhs Category to the extent of subscription i.e. 5.365.840 (5.000.000* 365.840) and balance unsubscribed portion of903.280 equity shares has been spilled over to QIB and Retail categories in the ratio of 75:10.

D. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have bid al the Issue Price of Rs360 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 2.95640 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., 789,851 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares, i.e.. 15.007,161 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the Net QIB Portion is 15.797.012 Equity Shares, which were allotted to 35 successful Applicants. The category- wise details of the Basis of Allotment are as under:

Including S0ed over of 797,012 Equity Shares from NIB category.

E. Allotment to Anchor Investors (After Technical Rejections)

The Company, in consultation with the BRLMs, have allocated 22,500.000 Equity Shares to 35 Anchor Investors (through 43 Anchor Investor Application Forms) (including 7 domestic Mutual Funds through 15 schemes) at an Anchor Investor Issue Price at 7360 per Equity Share in accordance with SEBIICDR Regulations This represents 60 % of the QIB Portion.

The IPO Committee of our Company at its meeting held on February 26.2024 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 and'or notices have been dispatched to the addresses of the investors as registered with the depositones. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Issue Account on February 26, 2024 and the payments to non-syndicate brokers have been issued on February 27,2024 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 February 27,2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing applicaton with BSE and NSE on February 27,2024 Our Company has received the listing and trading approval from BSE & NSE. and trading will commence on February 28.2024. 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 will be hosted on the website of Registrar to the Issue, i.e., KFIn Technologies Limited at www.kfintech.com. All future correspondence in this regard may kindty be addressed to the Registrar to the Issue quoting full name of the first.' sole Bidder, serial number of the Bid cum Application Form, 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 and address of the Designated Intermediary where the Bid cum Application Form was submitted and a copy of the Acknowledgment Slip received from the Designated Intermediary 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 JUNIPER HOTELS LIMITED.

JUNIPER HOTELS LIMITED has filed a Prospectus dated February 23,2024 with the RoC. The Prospectus is available on the website of the SEBI at www.sebr.gov.in as well as on the website of the BRLMs i.e., JM Financial Limited at www.jmfi.com: CLSA India Private Limited at wisvi.mdia.clsa.com and ICICI Securities Limited at www.icicisecurities.com, the website of the NSE at www.nsemdia.com and the website of the BSE at www.bseindia.com and the website of the Company at www.juniperhotels.com. Any 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 35 of the Prospectus.

The Equity Shares in the Issue have not been and will not be registered under the U.S. Secunties Act of 1933. as amended ('U.S. Securities Act ) or any state secunties laws in the United States, and unless so registered, were not 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 U. S. state securities laws. Accordingly, the Equity Shares were offered and sold outside the United States to investors in "offshore transactions' as defined in and in reliance on Regulation S and the applicable laws of each jurisdiction where those offers and sales occurred. There was no public offering of Equity Shares in the United States.