Suraj Estate Developers IPO Basis of Allotment

Our Company was originally incorporated as 'Suraj Estate Developers Private Limited', a private limited company under the Companies Act, 1956 at Mumbai, Maharashtra. pursuant to a certificate of incorporation dated September 10,1986 issued by the Registrar of Companies. Maharashtra at Mumbai ("RoC"). Subsequent! public limited company, pursuant to a special resolution of the shareholders of our Company dated October 30, 2021 and the name of our Company was changed to Suraj Estate Developers Limited' and a fresh certificate of incorporation dated December 9, 2021 was issued by the RoC. For further details on the change in the Company, see History and Certain Corporate Matters' beginning on page 261 of the Prospectus.

Our Company has filed the Prospectus dated December 21, 2023 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 is expected to commence on December 26,2023.

INITIAL PUBLIC OFFERING OF 11,111,111^{^} EQUITY SHARES OF FACE VALUE Rs. 5 EACH ("EQUITY SHARES") OF SURAJ ESTATE DEVELOPERS LIMITED ("OUR COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 360 PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF Rs. 355 PER EQUITY SHARE) ("ISSUE PRICE"), AGGREGATING TO Rs. 4,000 MILLION ^{^} (THE "ISSUE"). THE ISSUE CONSTITUTES 25.05% OF THE POST - ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS Rs. 5 EACH. THE ISSUE PRICE IS 72 TIMES THE VALUE OF THE EQUITY SHARES.

1. Our business is dependent on the performance of, and the conditions affecting, the real estate sub markets in the South-Central Mumbai region. As of October 31,2023, we did not have any ongoing projects in any other areas apart from South Central Mumbai. Consequently, we are exposed to risks from economic, regulatory and other changes as well as natural disasters in the South Central Mumbai region, which in turn may have an adverse effect on our business, results of operations, cash flows and financial condition. Also, our real estate activities are concentrated in and around the South Central Mumbai region.

2. We intend to utilise majority portion of the Net Proceeds for repayment/ prepayment, in full or part, of borrowings availed by our Subsidiaries, Accord Estates Private Limited, Skyline Realty Private Limited and Iconic Property Developers Private Limited and Iconic Property Developers Private Limited contributes nil revenues in our consolidated revenues from operation during the Fiscals 2021, 2022 and 2023 and three months' period ended on June 30,2023.

3. Our business is capital intensive and requires us to incur expenditure for land acquisition and development and we have incurred expenditure of Rs. 834.42 million, Rs. 2,646.78 million, Rs. 2,377.56 million and Rs. 2,349.52 million in the three month period ended on June 30,2023 and Fiscals 2023, 2022 and 2021, respectively. Therefore, we are heavily dependent on the availability of real estate financing, which may not be available on terms acceptable to us in a timely manner or at all.

4. As on September 30, 2023, the total unsecured loans stood at Rs. 774.35 million which is 13.61% of the total loans availed by the Company (including outstanding Non fund based facility of Rs. 137.28 million). The unsecured loans taken by our Company may be recalled by the respective lenders at any time.

5. Our redevelopment projects have long gestation periods and any delays and cost overruns in relation to our Ongoing Projects and Upcoming Projects could adversely affect our prospects, business and results of operations. If we are unable to complete our projects in a timely manner or at all, it would adversely affect our business prospects, financial conditions and results of operations.

6. Our Company was incorporated in 1986 and certain documents filed by us with the RoC and certain corporate records and other documents, are not traceable. The forms for the allotment of (i) 104,980 equity shares of ?10 each on November 18,1986; and (ii) 95,000 equity shares of ? 10 each on March 31,1994 and certain share transfer forms were not traceable. We cannot assure you that such forms or records will be available at all or any time in the future.

7. Our business is subject to seasonality and we may experience difficulties in expanding our business into additional geographical markets including MMR region which may contribute to fluctuations in our results of operations and financial condition.

8. We require approvals and renewals of certain approvals from Brihanmumbai Municipal Corporation for our projects that are typically valid for one year from the date of approval. Any difficulties in fulfilling certain conditions precedent in respect of those projects, and any delay or failure to obtain required approvals or renewal of approvals may require us to reschedule our Ongoing Projects and Upcoming Projects which may have adverse effect on our operations. Further, our Company has to stop the construction activity in the event of withdrawal of such licenses/ approval.

9. We have in the past experienced, and may in the future, experience negative operating cash flows. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial condition. The following table sets forth certain information relating to our cash flows on a consolidated basis for the periods indicated to our cash flows on a consolidated basis for the periods indicated:

(In Rs. million)

10. Our redevelopment projects require compliance of the provisions of Regulation 33(7) of the Development Control and Promotion Regulation, 2034. The compliance inter alia involves tenant settlement, approvals from MHADA & MCGM, construction of the tenant and saleable portion units.

11. As of October 31,2023, we have total 216 unsold units (29.35% of total units for sale) in our Ongoing Projects. If we are not able to sell our project inventories in a timely manner, then it may adversely affect our business, results of operations and financial condition.

12. Our indebtedness and the conditions and restrictions imposed by ourfinancing agreements could adversely affect our ability to conduct our business and operations. As of September 30, 2023, we had total financial indebtedness of Rs. 5,688.25 million including financial indebtedness of Rs. 835.00 million by our Subsidiary Iconic property developers Private limited and financial indebtedness of Rs. 511.60 million by our Subsidiary Accord Estates Private Limited and financial indebtedness of Rs. 142.00 million by our Subsidiary Skyline Realty private limited and financial indebtedness of Rs. 4.20 million by our step-down Subsidiary Uditi Premises Private Limited and financial indebtedness of Rs. 254.18 million by our Subsidiary, New Siddharth Enterprises and financial indebtedness of Rs. 5.86 million by our Subsidiary, S R Enterprises. Failure to meet the conditions listed in the financing arrangements or in obtaining consents from lenders, as may be required, could invoke certain penalty clauses or any other consequence of events of default set out in the respective financing arrangement, which could have significant consequences for our business.

13. We have certain contingent liabilities, as of the Fiscal 2023, Fiscal 2022 Fiscal 2021 and three month period ended June 30,2023, that have not been provided and if they materialize, may adversely affect our business, financial condition and results of operations. As of June 30, 2023 (i) Claims against the Company/disputed liabilities not acknowledged as debts (disputed income tax demands) are Rs. 155.64 million and (ii) Guarantees given by the bank on behalf of Company and group entities are Rs. 116.69 million.

14. The industry in which we operate is competitive and highly fragmented. Given the fragmented nature of the real estate development industry, we often do not have adequate information about the property our competitors are developing and accordingly, run the risk of underestimating supply in the market. Our inability to compete successfully in our industry with the new entrants or the existing players may materially affect our business prospects and financial condition.

15. Weighted average cost of acquisition of all the Equity Shares of the Company transacted in the last 3 (three) years, 18 (eighteen) months and 1 (one) year preceding the date of this Red Herring Prospectus

16. The market capitiisation to total income, weighted average return on networth and PE Ratio of our company may not be indicative of the market price of Equity Shares on Listing or thereafter.

The total market valuation of the Company considering the higher and lower end of the price band is Rs. 15,970 million and Rs. 15,305 million, respectively.

17. The Book Running Lead Managers associated with the Issue have handled 4 public issues during current Financial Year and two financials preceeding the curent Financial Year out of which none of the issues closed below the issue price on the listing date.

The Issue was made through Book Building Process in terms of Rule l9(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended ("SCRR"), read with Regulation 31 of the SEBl ICDR Regulations and was made through Book Buying Process, in compliance with Regulation 6( 1) of the SEBl ICDR Regulations, wherein not more than 50% of the Issue was allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company in consultation with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("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 Anchor Investor Allocation Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares was added to the QIB Portion {other than the Anchor Investor Portion) (the "Net QIB Portion"). Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Issue was available for allocation to Non-lnstitutional Bidders out of which (a) one third of such portion were reserved for applicants with application size of more than' 0.20 million and up to 11.00 million and (b) two-third of such portion were reserved for applicants with application size of more than ? 1.00 million, provided that the unsubscribed portion in either of such sub-categories was allocated to applicants in the other sub-category of Non-lnstitutional Bidders and not less than 35% of the Issue was available for allocation to Retail Individual Bidders in accordance with the SE8I ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All potential Bidders (except Anchor Investors) are 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) if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see 'Issue Procedure'on page 464 of the Prospectus.

The bidding for Anchor Investor opened and closed on December 15.2023. The Company received 11 applications from 11 Anchor Investors (mduding 2 Mutual Funds through 2 schemes) for 36.94.387 Equity Shares. The Anchor Investor Issue Pnce was finalized at Rs. 360 per Equity Share. A total of 33.33,333 Equity Shares were allocated under the Anchor Investor Portion aggregating to? 1.199.99 million.

The Issue received 8,45,171 applications for 13,29,15,276 Equity Shares resulting in 11.96 times subscription. The details of the applications received in the Issue from Retail Individual Bidders. Non-lnstitutional Bidders and QIBs are as under (before rejections):

Final Demand

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

The Bass of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on December 21. 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-price or at the Issue Pnce of Rs. 360 per Equity, was finalized in consultation with NSE. This category has been subscribed to the extent of 9.54 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 94.850 Equity Shares to 38.88.889 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-lnstitutional Bidders (More than ? 2 lakhs and upto ?10 lakhs) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than ? 2 lakhs and upto ?10 lakhs), who have bid at the Issue Price of ? 360 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 23.12 times. The total number of Equity Shares allotted in this category is 967 Equity Shares to 5,55,556 successful applicants. The category-wise details of the Basis of Allotment are as under:

C. Allotment to Non-lnstitutional Bidders (More than Rs. 10 lakhs) (After 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. 360 per Equity Share or above, was finalized in consultation with NSE, This category has been subscribed to the extent of 18.27 times. The total number of Equity Shares allotted in this category is 1.935 Equity Shares to 11.11.111 successful applicants. The category-wise details of the Basis of Allotment are as under

D. Allotment to QIBs (After Rejections)

Allotment to QIBs. who have bid at the Issue Price of ? 360 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 25.64 times of Net QIB portion. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 1,11,111 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 21,11.111 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 22,22.222 Equity Shares, which were allotted to 25 successful Applicants.

E. Allotment to Anchor Investors (After Rejections)

The Company, in oonsultation with the BRLMs, have allocated 33.33.333 Equity Shares to 11 Anchor Investors (through 11 Anchor Investor Application Forms) (including 2 domestic Mutual Funds through 2 schemes) at an Anchor Investor Issue Price at ?360 per Equity Share in accordance with SEBI ICDR Regulations. This represents 60 of the QIB portion.

The IPO Committee of our Company at its meeting held on December 21. 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 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 December 21,2023 and the payments to non-syndicate brokers have been issued on December 22,2023. 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 December 22.2023 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 wtih NSE and BSE on December 22. 2023. The Company has received the listing and trading approval from NSE & BSE. and trading will commence on December 26.2023 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 was hosted on the website of Registrar to the Issue, 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 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 SURAJ ESTATE DEVELOPERS LIMITED

SURAJ ESTATE DEVELOPERS LIMITED has filed the Prospectus dated December 21,2023 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., ITI Capital Limited at www.iticapital.com and Anand Rathi Advisors Limited at www.anandrathiib.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.surajestate.com. 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 33 of the Prospectus. Potential investors should not rely on the DRHP for making any in vestment decision but can only rely on the information included in the Red Herring Prospectus.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any state securities laws in 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 in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and soW outside the United States in offshore transactions' as defined in, and in reliance on. Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. There will be no public offering of the Equity Shares in the United States.