DRAFT RED HERRING PROSPECTUS

Dated August 16, 2024

Please read section 32 of the Companies Act, 2013
(Please scan this QR code to view the Draft Red Herring Prospectus) (The Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

JSW CEMENT LIMITED

CORPORATE IDENTITY NUMBER: U26957MH2006PLC160839
REGISTERED AND
CONTACT PERSON E-MAIL AND TELEPHONE WEBSITE
CORPORATE OFFICE
JSW Centre, Bandra Kurla Sneha Bindra Email: secretarial.jswcl@jsw.in www.jswcement.in
Complex, Bandra (East), Mumbai Company Secretary and Compliance Telephone: +91 22 4286 3115
400 051, Maharashtra, India Officer
OUR PROMOTERS: SAJJAN JINDAL, PARTH JINDAL, SANGITA JINDAL, ADARSH ADVISORY SERVICES PRIVATE
LIMITED AND SAJJAN JINDAL FAMILY TRUST
DETAILS OF THE OFFER TO PUBLIC
SIZE OF
SIZE OF THE THE ELIGIBILITY AND SHARE RESERVATION
TYPE TOTAL OFFER SIZE^
FRESH ISSUE OFFER AMONG QIBs, NIIs AND RIIs
FOR SALE
Fresh Issue and Up to [●] Equity Up to [●] Up to [●] Equity Shares of This Offer is being made in compliance with
Offer for Sale Shares of face value of Equity Shares face value of ₹10 each Regulation 6(1) of the Securities and Exchange Board
₹10 (“Equity of face value aggregating up to ₹ 40,000 of India (Issue of Capital and Disclosure
Shares”) each of ₹10 each million Requirements) Regulations, 2018 (the “SEBI ICDR
aggregating up to ₹ aggregating Regulations”). For further details, see “Other
20,000 million up to ₹ Regulatory and Statutory Disclosures – Eligibility for
20,000 the Offer” on page 565. For details of share reservation
million among QIBs, NIIs and RIIs, see “Offer Structure” on
page 596.
DETAILS OF THE OFFER FOR SALE
WEIGHTED AVERAGE COST
NUMBER OF EQUITY SHARES
NAME OF THE SELLING OF ACQUISITION PER
TYPE OFFERED (UP TO)/AMOUNT (IN ₹
SHAREHOLDERS EQUITY SHARE (IN ₹)#*
MILLION)
AP Asia Opportunistic Holdings Investor Selling Up to [●] Equity Shares of face value of 65.19
Pte. Ltd.** Shareholder ₹10 each aggregating up to ₹ 9,375.00
million
Synergy Metals Investments Investor Selling Up to [●] Equity Shares of face value of 65.19
Holding Limited** Shareholder ₹10 each aggregating up to ₹ 9,375.00
million
State Bank of India** Investor Selling Up to [●] Equity Shares of face value of 65.19
Shareholder ₹10 each aggregating up to ₹ 1,250.00
million
* As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated August 16, 2024.
# Calculated on a fully diluted basis assuming conversion of CCPS into a maximum of 245,429,000 Equity Shares.
** Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into maximum 245,429,000 Equity Shares pursuant to the terms and
conditions of the CCPS and in accordance with Regulation 5(2) of the SEBI ICDR Regulation. Such maximum number of Equity Shares to be issued pursuant to conversion of
CCPS has been determined basis the maximum shareholding percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the
Share Subscription Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the filing of the Red
Herring Prospectus with the RoC, in accordance with the terms of the CCPS.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of
the Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Offer Price (as determined by our Company, in consultation with the BRLMs,
in accordance with the SEBI ICDR Regulations) and on the basis of the assessment of market demand for the Equity Shares by way of the
Book Building Process, as stated under “Basis for the Offer Price” on page 157, should not be considered to be indicative of the market price
of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity
Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including
the risks involved. The Equity Shares in the Offer have not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy
or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 39.

ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains
all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this
Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus
as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the
Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made or confirmed by it in
this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to itself and the Equity Shares offered by it in the
Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material
respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, including, inter alia,
any and all of the statements made by or relating to our Company or its business or any other Selling Shareholder or any other person(s) in this
Draft Red Herring Prospectus.
LISTING
The Equity Shares, offered through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”)
and National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the
Designated Stock Exchange is [●].
BOOK RUNNING LEAD MANAGERS
NAME OF THE BRLM AND LOGO CONTACT PERSON EMAIL AND TELEPHONE
Prachee Dhuri E-mail: jswcement.ipo@jmfl.com
JM Financial Limited
Telephone: +91 22 6630 3030
Harish Patel E-mail: jswcement.ipo@axiscap.in
Axis Capital Limited^^ Telephone: +91 22 4325 2183

Harsh Agarwal E-mail: jswcementipo@citi.com

Citigroup Global Markets India Telephone: +91 22 6175 9999
Private Limited

Chandresh Sharma/ Akshay E-mail: jswcement.ipo@damcapital.in

DAM Capital Advisors Limited Bhandari Telephone: +91 22 4202 2500

Rohan Johar/Anant Gupta E-mail: jswcementipo@gs.com

Goldman Sachs (India) Telephone: +91 22 6616 9000
Securities Private Limited

Suhani Bhareja E-mail:

Jefferies India Private Limited JSW.Cement.IPO@jefferies.com
Telephone: +91 22 4356 6000
Kotak Mahindra Capital Ganesh Rane E-mail: jswcement.ipo@kotak.com
Company Limited Telephone: +91 22 4336 0000
E-mail: jswcement.ipo@sbicaps.com
Janardhan Wagle/Krithika Telephone: +91 22 4006 9807
SBI Capital Markets Limited^^^
Shetty

REGISTRAR TO THE OFFER

KFin Technologies Limited Contact person: E-mail: jswcement.ipo@kfintech.com
M. Murali Krishna Telephone: +91 40 6716 2222
BID/OFFER PERIOD
BID/OFFER OPENS ON BID/OFFER
ANCHOR INVESTOR BIDDING DATE [•]* [•] [•]**#
CLOSES ON
*Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid
on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
**Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with
the SEBI ICDR Regulations.
#
The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Day.
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of
the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-
IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
^^ Sutapa Banerjee, our Independent Director is also a director on the board of directors of Axis Capital Limited (“Axis”). Accordingly, in terms of the SEBI Merchant Bankers
Regulation, Axis is an associate of our Company and would be involved only in the marketing of the Offer in compliance with the proviso to Regulation 21A of the SEBI Merchant
Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations. Axis has signed the due diligence certificate. For further details, see “Risk Factors - SBI Capital Markets
Limited, one of the Book Running Lead Managers to the Offer, is an associate of State Bank of India who is proposing to participate as a Selling Shareholder in the Offer.
Additionally, our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the Book Running Lead Managers to the to the
Offer.” on page 61.
^^^State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State Bank of India and SBI Capital Markets Limited (the “SBICAPS”), are associates in
terms of the SEBI Merchant Bankers Regulations. Accordingly, in compliance with the proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3)
of the SEBI ICDR Regulations, SBICAPS would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence certificate. For further details, see “Risk
Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is an associate of State Bank of India who is proposing to participate as a Selling
Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the Book Running
Lead Managers to the to the Offer.” on page 61.
 DRAFT RED HERRING PROSPECTUS
Dated August 16, 2024
Please read section 32 of the Companies Act, 2013
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
JSW CEMENT LIMITED
Our Company was incorporated as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated March 29, 2006 issued by the Registrar of Companies, Maharashtra
at Mumbai (“RoC”). Our Company received a certificate of commencement of business on May 12, 2006 by the RoC. For further details of change in the Registered Office, see “History and Certain
Corporate Matters- Change in the registered office of our Company” on page 299.
Registered and Corporate Office: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India;
Telephone: +91 22 4286 3115; Contact Person: Sneha Bindra, Company Secretary and Compliance Officer;
E-mail: secretarial.jswcl@jsw.in; Website: www.jswcement.in; Corporate Identity Number: U26957MH2006PLC160839
OUR PROMOTERS: SAJJAN JINDAL, PARTH JINDAL, SANGITA JINDAL, ADARSH ADVISORY SERVICES PRIVATE LIMITED AND SAJJAN JINDAL FAMILY TRUST
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF JSW CEMENT LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY
SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ 40,000 MILLION (THE “OFFER”) COMPRISING OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF
FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ 20,000 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“OFFERED SHARES”) AGGREGATING
UP TO ₹ 20,000 MILLION COMPRISING UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH BY AP ASIA OPPORTUNISTIC HOLDINGS PTE. LTD. AGGREGATING UP TO ₹ 9,375.00 MILLION, UP TO [●] EQUITY
SHARES OF FACE VALUE OF ₹10 EACH BY SYNERGY METALS INVESTMENTS HOLDING LIMITED AGGREGATING UP TO ₹ 9,375.00 MILLION AND UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH BY STATE
BANK OF INDIA AGGREGATING UP TO ₹ 1,250.00 MILLION (COLLECTIVELY, “SELLING SHAREHOLDERS” AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR
SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

OUR COMPANY, IN CONSULTATION WITH THE BRLMs, MAY CONSIDER A FURTHER ISSUE OF EQUITY SHARES THROUGH A PREFERENTIAL OFFER OR ANY OTHER METHOD AS MAY BE PERMITTED IN
ACCORDANCE WITH APPLICABLE LAW TO ANY PERSON(S), OF UP TO [●] EQUITY SHARES FOR AN AMOUNT AGGREGATING UP TO ₹ 4,000.00 MILLION, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING
PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). IF THE PRE-IPO PLACEMENT IS COMPLETED, THE FRESH ISSUE SIZE WILL BE REDUCED TO THE EXTENT OF SUCH PRE-IPO PLACEMENT, SUBJECT TO
THE OFFER COMPLYING WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED (“SCRR”). PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL
APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY
PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT IN LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO
SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND
PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR
COMPANY, IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY
CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [●] EDITION OF [●] (A WIDELY CIRCULATED MARATHI DAILY NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR
REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR
RESPECTIVE WEBSITES IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR
REGULATIONS”).
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar unforeseen circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of one Working Days, subject to the Bid/Offer Period not exceeding
10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the
respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book
Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB
Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation with
the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third shall be 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 the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the
QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or
above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
less than 15% of the Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application size
of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 1.00 million and undersubscription in either of these
two sub-categories of the Non-Institutional Portion may be allocated to Bidders in the other sub-category of the Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price. Further, not less than 35% of the Offer shall be available for allocation to Retail Individual Investors (“Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or
above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank
account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or pursuant to the UPI Mechanism, as the case may
be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 599.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Offer Price, Floor Price or Cap Price as (as determined by
our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for
the Offer Price” on page 157, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares
nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the
Offer have not been recommended or approved by the Securities and Exchange Board of India, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is
invited to “Risk Factors” on page 39.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the
Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling
Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made or confirmed by it in this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to itself and
the Equity Shares offered by it in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. Each of the Selling Shareholders, severally and
not jointly, assume no responsibility for any other statements, including, inter alia, any and all of the statements made by or relating to our Company or its business or any other Selling Shareholder or any other person(s) in this Draft Red
Herring Prospectus.
LISTING
The Equity Shares, offered through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to
letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and
32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/Offer Closing Date, see “Material Contracts and Documents for
Inspection” on page 702.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE
OFFER

JM Financial Limited Axis Capital Limited^ Citigroup Global Markets DAM Capital Advisors Goldman Sachs (India) Jefferies India Private Kotak Mahindra Capital SBI Capital Markets KFin Technologies Limited
7th Floor, Cnergy, 1st Floor, Axis House, India Private Limited Limited Securities Private Limited Company Limited Limited^^ Selenium, Tower B, Plot No-
Appasaheb Marathe P.B. Marg, Worli, 1202, 12th Floor, First One BKC, Tower C, 15th Floor, Limited Level 16, Express 1st Floor, 27 BKC, Plot No. 1501, 15th floor, A & B Wing, 31 and 32, Financial
Marg, Prabhadevi, Mumbai-400 025, International Financial Unit No. 1511, Bandra Kurla 951 - A, Rational House Towers Nariman Point, C-27, ‘G’ Block, Bandra Parinee Crescenzo, G Block, District, Nanakramguda,
Mumbai 400 025, Maharashtra, India Centre Complex, Bandra (East), Appasaheb Marathe Marg, Mumbai 400 021 Kurla Complex, Bandra Bandra Kurla Complex, Bandra Serilingampally,
Maharashtra, India Telephone: +91 22 G-Block, C54 & fifty-five, Mumbai 400 051, Maharashtra, Prabhadevi Maharashtra, India (East), Mumbai 400 051, (East), Mumbai 400 051, Hyderabad, Rangareddy 500
Telephone: +91 22 4325 2183 Bandra Kurla Complex India Mumbai 400 025 Telephone: +91 22 4356 Maharashtra, India Maharashtra, India 032, Telangana, India
6630 3030 E-mail: Bandra (East), Telephone: +91 22 4202 2500 Maharashtra, India 6000 Telephone: +91 22 4336 Telephone: +91 22 4006 9807 Telephone: +91 40 6716
E-mail: jswcement.ipo@axisca Mumbai 400 098 E-mail: Telephone: +91 22 6616 E-mail: 0000 E-mail: 2222
jswcement.ipo@jmfl.co p.in Maharashtra, India jswcement.ipo@damcapital.in 9000 JSW.Cement.IPO@jeffe E-mail: jswcement.ipo@sbicaps.com E-mail:
m Investor grievance E- Telephone: +91 22 6175 Investor grievance E-mail: E-mail: ries.com Jswcement.ipo@kotak.co Investor grievance E-mail: jswcement.ipo@kfintech.co
Investor grievance E- mail: 9999 complaint@damcapital.in jswcementipo@gs.com Investor grievance E- m investor.relations@sbicaps.co m
mail: complaints@axiscap.in E-mail: Website: www.damcapital.in Investor grievance E- mail: Investor grievance E- m Investor grievance E-mail:
grievance.ibd@jmfl.co Website: jswcementipo@citi.com Contact person: Chandresh mail: india- jipl.grievance@jefferies. mail: Website: www.sbicaps.com einward.ris@kfintech.com
m www.axiscapital.co.in Investor grievance E-mail: Sharma/ Akshay Bhandari clientsupport@gs.com com kmccredressal@kotak.com Contact person: Janardhan Website: www.kfintech.com
Website: Contact person: Harish investors.cgmib@citi.com SEBI registration number: Website: Website: Website: Wagle/Krithika Shetty Contact person: M. Murali
www.jmfl.com Patel Website:www.online.citiban MB/INM000011336 www.goldmansachs.com www.jefferies.com https://investmentbank.kot SEBI registration number: Krishna
Contact person: SEBI registration k.co.in/rhtm/citigroupglobals Contact person: Rohan Contact person: Suhani ak.com INM000003531 SEBI registration number:
Prachee Dhuri number: creen1.html Johar/Anant Gupta Bhareja Contact person: Ganesh INR000000221
SEBI registration INM000012029 Contact person: Harsh SEBI registration SEBI Registration No.: Rane
number: Agarwal number: INM000011054 INM000011443 SEBI registration
INM000010361 SEBI registration number: number: INM000008704
INM000010718
BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●]*
BID/OFFER OPENS ON [●]
BID/OFFER CLOSES ON [●]**#
*Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
**Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Day.
^ Sutapa Banerjee, our Independent Director is also a director on the board of directors of Axis. Accordingly, in terms of the SEBI Merchant Bankers Regulation, Axis is an associate of our Company and would be involved only in the marketing of the Offer in compliance with the proviso
to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations. Axis has signed the due diligence certificate. For further details, see “Risk Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is
an associate of State Bank of India who is proposing to participate as a Selling Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the Book Running Lead Managers to the to the
Offer.” on page 61.
^^State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State Bank of India and SBICAPS, are associates in terms of the SEBI Merchant Bankers Regulations. Accordingly, in compliance with the proviso to Regulation 21A of the SEBI Merchant Bankers
Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence certificate. For further details, see “Risk Factors SBI Capital Markets Limited, one of the Book Running Lead Managers
to the Offer, is an associate of State Bank of India who is proposing to participate as a Selling Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the Book Running Lead Managers
to the to the Offer.” on page 61.
 TABLE OF CONTENTS
SECTION I - GENERAL ..................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ................................................................................................................ 19
NOTICE TO PROSPECTIVE INVESTORS OUTSIDE INDIA ...................................................................... 23
FORWARD-LOOKING STATEMENTS ........................................................................................................ 25
SUMMARY OF THE OFFER DOCUMENT ................................................................................................... 26
SECTION II - RISK FACTORS ....................................................................................................................... 39
SECTION III – INTRODUCTION ................................................................................................................... 88
THE OFFER ..................................................................................................................................................... 88
SUMMARY FINANCIAL INFORMATION ................................................................................................... 90
GENERAL INFORMATION ........................................................................................................................... 97
CAPITAL STRUCTURE ............................................................................................................................... 109
SECTION IV - PARTICULARS OF THE OFFER ...................................................................................... 137
OBJECTS OF THE OFFER ............................................................................................................................ 137
BASIS FOR OFFER PRICE ........................................................................................................................... 157
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................. 174
SECTION V – ABOUT OUR COMPANY ..................................................................................................... 184
INDUSTRY OVERVIEW .............................................................................................................................. 184
OUR BUSINESS ............................................................................................................................................ 250
KEY REGULATIONS AND POLICIES IN INDIA....................................................................................... 291
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 299
OUR HOLDING COMPANY, OUR SUBSIDIARIES, OUR ASSOCIATE AND OUR JOINT VENTURES
........................................................................................................................................................................ 309
OUR MANAGEMENT .................................................................................................................................. 319
OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 348
DIVIDEND POLICY ..................................................................................................................................... 358
SECTION VI – FINANCIAL INFORMATION ............................................................................................ 359
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 359
OTHER FINANCIAL INFORMATION ........................................................................................................ 493
RELATED PARTY TRANSACTIONS ......................................................................................................... 494
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................... 495
CAPITALISATION STATEMENT ............................................................................................................... 525
FINANCIAL INDEBTEDNESS .................................................................................................................... 526
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 536
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 536
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 549
GROUP COMPANIES ................................................................................................................................... 554
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 564
SECTION VIII - OFFER INFORMATION .................................................................................................. 589
TERMS OF THE OFFER ............................................................................................................................... 589
OFFER STRUCTURE .................................................................................................................................... 596
OFFER PROCEDURE ................................................................................................................................... 599
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 621
SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 623
SECTION X – OTHER INFORMATION ..................................................................................................... 702
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................ 702
DECLARATION .............................................................................................................................................. 705
 SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below, and references to
any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rule
guidelines or policy as amended from time to time and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.

In case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document (as defined below), the definitions given below shall prevail.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI Act, the SEBI ICDR
Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”,
“Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “History
and Certain Corporate Matters”, “Basis for the Offer Price”, “Restriction on Foreign Ownership of Indian
Securities”, “Financial Information” and “Outstanding Litigation and Material Developments” on pages, 623,
174, 184, 291, 299, 157, 621, 359 and 536, respectively, will have the meaning ascribed to such terms in those
respective sections.

General Terms

Term Description
our Company/the Company/the Issuer JSW Cement Limited, a company incorporated as a public limited company under the
Companies Act, 1956 and having its Registered and Corporate Office at JSW Centre,
Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India
We/us/ our Unless the context otherwise indicates or implies, refers to our Company, our
Subsidiaries, our Associate and our Joint Ventures on a consolidated basis.

Company and Selling Shareholder Related Terms

Term Description
Apollo SSA The share subscription agreement entered into amongst our Company, Adarsh
Advisory Services Private Limited and AP Asia Opportunistic Holdings Pte. Ltd.
dated July 27, 2021 as amended pursuant to amendment letter dated November 30,
2021
AoA/Articles of Association or The articles of association of our Company, as amended
Articles
Associate The associate of our Company as on the date of this Draft Red Herring Prospectus, as
described in “Our Holding Company, Our Subsidiaries, our Associate and Our Joint
Ventures” on page 309.
Audit Committee Audit committee of our Company, described in “Our Management-Committees of
our Board” on page 331
Auditors/ Statutory Auditors The current statutory auditors of our Company, being Deloitte Haskins & Sells LLP,
Chartered Accountants.
Board/ Board of Directors The board of directors of our Company, as constituted from time to time. For further
information, see “Our Management- Board of Directors” on page 319
CCPS/Compulsorily Convertible The cumulative, non-participating, compulsorily convertible preference shares of our
Preference Shares Company of face value of ₹ 100 each
Chairman and Non-Executive The chairman and non-executive director of our Company, being Seshagiri Rao
Director Venkata Satya Metlapalli. For further information, see “Our Management - Board of
Directors” on page 319
Chief Executive Officer/ CEO and The chief executive officer and whole-time director of our Company, being Nilesh
Whole-time Director Narwekar. For further information, see “Our Management - Board of Directors” on
page 319
Company Secretary and Compliance The company secretary and compliance officer of our Company, being Sneha Bindra.
Officer For further information, see “General Information” and “Our Management- Brief
profiles of our Key Managerial Personnel” on pages 90 and 345

2
 Term Description
Corporate Promoter/Holding Adarsh Advisory Services Private Limited
Company/Adarsh
CRISIL MI&A CRISIL Market Intelligence & Analytics
CRISIL Report The report titled “Market review of cement sector” dated August 2024 prepared by
CRISIL MI&A.
CSR Committee/ Corporate Social The corporate social responsibility committee of our Company, described in “Our
Responsibility Committee Management - Committees of our Board” on page 331
Director(s) The director(s) on our Board. For further details, see “Our Management – Board of
Directors” on page 319
Director – Finance & Commercial and The whole-time director and chief financial officer of our Company, being Narinder
Chief Financial Officer Singh Kahlon. For further information, see “Our Management - Board of Directors”
on page 319
Equity Shares The equity shares of our Company of face value of ₹ 10 each
ESOP 2016 JSW Cement Limited Employee Stock Option Plan – 2016 as described in “Capital
Structure – Employee Stock Option Plan” on page 124
ESOP 2021 JSW Cement Limited Employee Stock Ownership Option Plan – 2021 as described
in “Capital Structure – Employee Stock Option Plan” on page 124
ESOP Plans Collectively, the ESOP 2016 and ESOP 2021
Executive Director(s) Executive director(s) of our Company. For further details of the Executive
Directors, see “Our Management –Board of Directors” on page 319
Group Companies Our group companies in accordance with the SEBI ICDR Regulations and the
Materiality Policy. For further details, see “Group Companies” on page 554
Group Our Company and our Subsidiaries.
Independent Director(s) Non-executive and independent director(s) of our Company who are eligible to be
appointed as independent director(s) under the provisions of the Companies Act, 2013
and the SEBI Listing Regulations. For details of the Independent Directors, see “Our
Management - Board of Directors” on page 319
Individual Promoters Sajjan Jindal, Parth Jindal and Sangita Jindal
IPO Committee The IPO committee of our Company
Independent Chartered Accountant Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W
Joint Ventures The joint ventures of our Company as on the date of this Draft Red Herring
Prospectus, as described in “Our Holding Company, Our Subsidiaries, our Associate
and Our Joint Ventures” on page 309.
JSW Cement Employees ESOP Trust The trust instituted to administer the ESOP Plans
JSW Group All companies, entities, body corporates, trusts, HUFs, promoted or controlled
directly and indirectly by any of our Individual Promoters, being Sajjan Jindal, Parth
Jindal and Sangita Jindal.
KMP/ Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as further
described in “Our Management - Key Managerial Personnel and Senior Management
Personnel” on page 345
Listed Subsidiary Our Subsidiary, Shiva Cement Limited which has listed its equity shares on BSE.
Managing Director The managing director of our Company, namely Parth Jindal. For further
information, see “Our Management - Board of Directors” on page 319
Material Joint Venture The material joint venture of our Company which has been considered as such in
accordance with the SEBI Listing Regulations, namely JSW Cement FZC.
Materiality Policy The policy adopted by our Board on July 27, 2024, for identification of: (a)
outstanding material litigation proceedings; (b) material Group Companies; and (c)
material creditors, pursuant to the requirements of the SEBI ICDR Regulations and
for the purposes of disclosure in this Draft Red Herring Prospectus, the Red Herring
Prospectus and the Prospectus
MoA/ Memorandum of Association The memorandum of association of our Company, as amended
Nomination and Remuneration The nomination and remuneration committee of our Company, described in “Our
Committee Management - Committees of our Board” on page 331
Non-Executive Nominee Director(s) The non-executive nominee Directors on our Board, described in “Our Management
– Board of Directors” on page 319
Non-Executive Non-Independent The non-executive non-independent Directors on our Board, described in “Our
Director(s) Management – Board of Directors” on page 319
Practising Company Secretary The independent practising secretary appointed in relation to the Offer, namely,
S.K. Jain & Company with the membership number 3076
Proposed Project/Nagaur Project The proposed integrated cement unit at Nagaur, Rajasthan
Project Loan The common rupee loan for financing the Nagaur Project (excluding the portion to
be funded from Net Proceeds) obtained by our Company from Axis Bank Limited

3
 Term Description
and Union Bank of India for an amount aggregating up to ₹ 21,190.00 million
pursuant to loan agreement dated June 13, 2024.
Project Report The report titled “Detailed Project Report for Greenfield Integrated Unit at Nagaur
in Rajasthan” dated August 14, 2024 prepared by Holtec Consulting Private
Limited, in connection with the proposed integrated cement unit at Nagaur, Rajasthan
Promoter Group Persons and entities, excluding our Promoters constituting the promoter group of our
Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as
disclosed in “Our Promoters and Promoter Group” on page 348
Promoter Trust/SJFT Sajjan Jindal Family Trust
Promoters The promoters of our Company in terms of Regulation 2(1)(oo) of the SEBI ICDR
Regulations namely, Sajjan Jindal, Parth Jindal, Sangita Jindal, Adarsh Advisory
Services Private Limited and Sajjan Jindal Family Trust.
Registered Office / Registered and The registered and corporate office of our Company, situated at JSW Centre, Bandra
Corporate Office Kurla Complex Bandra (East), Mumbai 400 051, Maharashtra, India
Registrar of Companies/RoC The Registrar of Companies, Maharashtra at Mumbai
Restated Consolidated Financial The restated consolidated financial information of our Company and our Subsidiaries
Information and the Group’s associate and a joint ventures comprises the restated consolidated
statements of assets and liabilities as at March 31, 2024, March 31, 2023 and March
31, 2022, the restated consolidated statements of profit and loss (including other
comprehensive income) which includes the Group’s share of loss in its associate and
joint ventures, the restated consolidated statements of cash flow and the restated
consolidated statements of changes in equity for the years ended March 31, 2024,
March 31, 2023 and March 31, 2022 and the summary of material accounting policies
and other explanatory information prepared in terms of the requirements of Section
26 of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI,
as amended from time to time.
Risk Management Committee The risk management committee of our Company, described in “Our Management -
Committees of our Board” on page 331
SBI SSA Share subscription agreement entered into amongst our Company, Adarsh Advisory
Services Private Limited and State Bank of India dated November 30, 2021
Selling Shareholder(s) Collectively, AP Asia Opportunistic Holdings Pte. Ltd., Synergy Metals Investments
Holding Limited and State Bank of India
Senior Management Personnel Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
ICDR Regulations and as further described in “Our Management - Key Managerial
Personnel and Senior Management Personnel” on page 345
Shareholders The holders of the Equity Shares from time to time
Share Subscription Agreement/SSAs Collectively, the SBI SSA, Synergy SSA and Apollo SSA.
Stakeholders Relationship Committee The stakeholders’ relationship committee of our Company as described in “Our
Management - Committees of our Board” on page 331
Subsidiaries The subsidiaries of our Company as on the date of this Draft Red Herring Prospectus,
as described in “Our Holding Company, Our Subsidiaries, our Associate and Our
Joint Ventures” on page 309*

* JSW Cement FZC ceased to be a Subsidiary of our Company with effect from March 22,
2023. JSW Cement FZC is a Material Joint Venture of our Company. For further details, see
“Our Holding Company, Our Subsidiaries, our Associate and Our Joint Ventures- Joint
Ventures of our Company” on page 316.
Synergy SSA Share subscription agreement entered into amongst our Company, Adarsh Advisory
Services Private Limited and Synergy Metals Investments Holding Limited dated
June 22, 2021 as amended pursuant to amendment letters dated July 27, 2021 and
November 30, 2021.

Offer Related Terms

Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form
Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to
the Fresh Issue and transfer of the Offered Shares by the Selling Shareholders
pursuant to the Offer for Sale to successful Bidders

4
 Term Description
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are
to be Allotted the Equity Shares after the Basis of Allotment has been approved by
the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations and the Red Herring Prospectus, and
who has Bid for an amount of at least ₹ 100 million
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors according to
the terms of the Red Herring Prospectus and the Prospectus, which will be decided
by our Company in consultation with the BRLMs on the Anchor Investor Bid/Offer
Date
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor
Investor Portion, and which will be considered as an application for Allotment in
terms of the Red Herring Prospectus and the Prospectus
Anchor Investor Bidding Date The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
Anchor Investors shall be submitted, prior to and after which BRLMs will not accept
any Bids from Anchor Investors, and allocation to Anchor Investors shall be
completed
Anchor Investor Offer Price The final price at which the Equity Shares will be issued and Allotted to Anchor
Investors in terms of the Red Herring Prospectus and the Prospectus, which price
will be equal to or higher than the Offer Price but not higher than the Cap Price

The Anchor Investor Offer Price will be decided by our Company in consultation
with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date,
and in the event the Anchor Investor Allocation Price is lower than the Offer Price,
not later than two Working Days after the Bid/Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLMs, to Anchor Investors on a discretionary basis, in
accordance with the SEBI ICDR Regulations

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations
Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders, to make a
Amount/ ASBA Bid and authorising an SCSB to block the Bid Amount in the relevant ASBA
Account and will include applications made by UPI Bidders where the Bid Amount
will be blocked upon acceptance of UPI Mandate Request by the UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned
in the relevant ASBA Form and includes the account of a UPI Bidder which is
blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to
submit Bids which will be considered as the application for Allotment in terms of
the Red Herring Prospectus and the Prospectus
ASM Additional Surveillance Measure
Axis Axis Capital Limited*

*Sutapa Banerjee, our Independent Director is also a director on the board of

directors of Axis. Accordingly, in terms of the SEBI Merchant Bankers Regulation,
Axis is an associate of our Company and would be involved only in the marketing of
the Offer in compliance with the proviso to Regulation 21A of the SEBI Merchant
Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations. Axis has
signed the due diligence certificate. For further details, see “Risk Factors - SBI
Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is
an associate of State Bank of India who is proposing to participate as a Selling
Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee
is also a director on the board of directors of Axis Capital Limited, one of the Book
Running Lead Managers to the to the Offer.” on page 61.
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer
Account Bank(s) and the Sponsor Bank(s), as the case may be

5
 Term Description
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
as described in “Offer Procedure” on page 599
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date
by an Anchor Investor pursuant to submission of the Anchor Investor Application
Form, to subscribe to or purchase the Equity Shares at a price within the Price Band,
including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations. The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap
Price multiplied by the number of Equity Shares Bid for by such RIIs and mentioned
in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the
Offer, as applicable
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares of
face value of ₹10 each thereafter
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between the Bid/Offer
Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which
prospective Bidders can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations and in terms of the Red Herring
Prospectus. Provided that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors

In cases of force majeure, banking strike or similar unforeseen circumstances, our

Company may, for reasons to be recorded in writing, extend the Bid/Offer Period for
a minimum of one Working Days, subject to the Bid/Offer Period not exceeding 10
Working Days
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, being [●], which shall
be published in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper),
and [●] edition of [●] (a widely circulated Marathi daily newspaper, Marathi being
the regional language of Maharashtra, where our Registered Office is located). In
case of any revisions, the extended Bid/Offer Closing Date shall also be notified on
the websites and terminals of the members of the Syndicate, as required under the
SEBI ICDR Regulations and communicated to the Designated Intermediaries and
the Sponsor Bank

Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer
Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations. In case of any revision, the extended Bid/ Offer
Closing Date shall be widely disseminated by notification to the Stock Exchanges,
and also be notified on the websites of the BRLMs and at the terminals of the
Syndicate Members, which shall also be notified in an advertisement in same
newspapers in which the Bid/ Offer Opening Date was published, as required under
the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids, being [●], which shall be
published in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper),
and [●] edition of [●] (a widely circulated Marathi daily newspaper, Marathi being
the regional language of Maharashtra, where our Registered Office is located)
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or
implied, includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations,
in terms of which the Offer is being made
Book Running Lead Managers/ The book running lead managers to the Offer namely, JM Financial Limited, Axis
BRLMs/Managers Capital Limited*, DAM Capital Advisors Limited, Citigroup Global Markets India

6
 Term Description
Private Limited, Goldman Sachs (India) Securities Private Limited, Jefferies India
Private Limited, Kotak Mahindra Capital Company Limited and SBI Capital
Markets Limited**

* Sutapa Banerjee, our Independent Director is also a director on the board of directors of
Axis. Accordingly, in terms of the SEBI Merchant Bankers Regulation, Axis is an associate of
our Company and would be involved only in the marketing of the Offer in compliance with the
proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of
the SEBI ICDR Regulations. Axis has signed the due diligence certificate. For further details,
see “Risk Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers to
the Offer, is an associate of State Bank of India who is proposing to participate as a Selling
Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a
director on the board of directors of Axis Capital Limited, one of the Book Running Lead
Managers to the to the Offer.” on page 61.

**State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State
Bank of India and SBICAPS, are associates in terms of the SEBI Merchant Bankers
Regulations. Accordingly, in compliance with the proviso to Regulation 21A of the SEBI
Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS
would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence
certificate. For further details, see “Risk Factors - SBI Capital Markets Limited, one of the
Book Running Lead Managers to the Offer, is an associate of State Bank of India who is
proposing to participate as a Selling Shareholder in the Offer. Additionally, our Independent
Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited,
one of the Book Running Lead Managers to the to the Offer.” on page 61.
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the
ASBA Forms, provided that UPI Bidders may only submit ASBA Forms at such
broker centres if they are Bidding using the UPI Mechanism. The details of such
broker centres, along with the names and contact details of the Registered Brokers,
are available on the respective websites of the Stock Exchanges (www.bseindia.com
and www.nseindia.com)
CAN/ Confirmation of Allocation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Note have been allocated the Equity Shares, on/after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor
Investor Offer Price will not be finalised and above which no Bids will be accepted,
including any revisions thereof. The Cap Price shall be at least 105% of the Floor
Price and shall not be more than 120% of the Floor Price
Cash Escrow and Sponsor Bank(s) Agreement to be entered into and amongst our Company, the Selling Shareholders,
Agreement the Registrar to the Offer, the Book Running Lead Managers, the Syndicate
Members, the Bankers to the Offer in accordance with UPI Circulars, for inter alia,
the appointment of the Banker(s) to the Offer for the collection of the Bid Amounts
from Anchor Investors, transfer of funds to the Public Offer Account(s) and where
applicable, refunds of the amounts collected from Bidders, on the terms and
conditions thereof
Chartered Engineer An independent chartered engineer appointed by our Company for the purpose of
the Offer, namely, Kondru Dhanapathi Rao.
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number maintained with one of the Depositories in relation to
the Bidder’s beneficiary account
Coal Consultant An independent coal consultant appointed by our Company for the purpose of the
Offer, namely, Min Mec Consultancy Private Limited.
Collecting Depository Participant/ A depository participant as defined under the Depositories Act, 1996, registered with
CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms
of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued
by SEBI and other applicable circulars issued by SEBI as per the lists available on
the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com,
as updated from time to time
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents/ CRTAs at the Designated RTA Locations in terms of, among others, SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI as per
the lists available on the websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com, as updated from time to time
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, which shall
be any price within the Price Band
Only Retail Individual Investors are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Investors are not entitled to Bid
at the Cut-off Price

7
 Term Description
DAM Capital DAM Capital Advisors Limited
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
where applicable
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit
the ASBA Forms. The details of such Designated CDP Locations, along with names
and contact details of the Collecting Depository Participants eligible to accept ASBA
Forms are available on the respective websites of the Stock Exchanges at
www.bseindia.com and www.nseindia.com and updated from time to time
Designated Date The date on which funds are transferred from the Escrow Account(s) and the
amounts blocked are transferred from the ASBA Accounts, as the case may be, to
the Public Offer Account(s) or the Refund Account(s), as appropriate, in terms of the
Red Herring Prospectus and the Prospectus, after the finalisation of the Basis of
Allotment in consultation with the Designated Stock Exchange, following which
Equity Shares may be Allotted to successful Bidders in the Offer
Designated Intermediaries In relation to ASBA Forms submitted by UPI Bidders (not using the UPI
Mechanism) authorizing an SCSB to block the Bid Amount in the ASBA Account,
Designated Intermediaries shall mean SCSBs

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will
be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the
UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate,
Registered Brokers, CDPs and RTAs

In relation to ASBA Forms submitted by QIBs and NIIs (not using the UPI
Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub
Syndicate, Registered Brokers, CDPs and CRTAs.
Designated RTA Locations Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in
case of UPI Bidder only ASBA Forms under UPI). The details of such Designated
RTA Locations, along with the names and contact details of the RTAs are available
on the respective websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com and as updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time
Designated Stock Exchange [●]
Draft Red Herring Prospectus/ DRHP This draft red herring prospectus dated August 16, 2024 issued in accordance with
the SEBI ICDR Regulations, which does not contain complete particulars of the price
at which the Equity Shares will be Allotted and the size of the Offer and includes
any addenda or corrigenda thereto
Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful
to make an offer or invitation under the Offer and in relation to whom the Red
Herring Prospectus and the Bid Cum Application Form constitutes an invitation to
subscribe or purchase for the Equity Shares
Escrow Account(s) Account(s) to be opened with the Escrow Collection Bank and in whose favour
Anchor Investors will transfer the money through direct credit/NEFT/RTGS/NACH
in respect of the Bid Amount while submitting a Bid
Escrow and Sponsor Bank(s) The agreement to be entered into amongst our Company, the Registrar to the Offer,
Agreement the BRLMs, the Syndicate Members and Banker(s) to the Offer in accordance with
the UPI Circulars, collection of the Bid Amounts from Anchor Investors, transfer of
funds to the Public Offer Account(s) and where applicable remitting refunds, if any,
to Bidders, on the terms and conditions thereof
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an
issue under the SEBI BTI Regulations and with whom the Escrow Account(s) will
be opened, in this case being [●]
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which
the Offer Price and the Anchor Investor Offer Price will be finalised and below which
no Bids will be accepted

8
 Term Description
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations
Fresh Issue The fresh issue of up to [●] Equity Shares of face value of ₹10 each by our Company,
at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share)
aggregating up to ₹ 20,000 million. For information, see “The Offer” on page 88*.
* Our Company, in consultation with the BRLMs, may consider a further issue of Equity
Shares, through a preferential issue or any other method as may be permitted under the
applicable law to any person(s), of up to [●] Equity Shares for an amount aggregating up to ₹
4,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant
to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the
Offer or the Offer may be successful and will result into listing of the Equity Shares on the
Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers
to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections
of the Red Herring Prospectus and the Prospectus.
General Information Document The General Information Document for investing in public offers, prepared and
issued in accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37)
dated March 17, 2020, issued by SEBI, suitably modified and updated pursuant to,
among others, the UPI Circulars and any subsequent circulars or notifications issued
by SEBI from time to time
GSM Graded Surveillance Measures
Goldman Goldman Sachs (India) Securities Private Limited
Gross Proceeds The gross proceeds of the Fresh Issue
Jefferies Jefferies India Private Limited
JM Financial JM Financial Limited
JSW Cement FZC JSW Cement Free Zone Company
June 2021 Circular SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
Kotak Kotak Mahindra Capital Company Limited
Mining Geologist An independent mining geologist appointed by our Company for the purpose of the
Offer, namely, Vallabh Tarun Chander.
Monitoring Agency Monitoring agency appointed pursuant to the Monitoring Agency Agreement,
namely [●]
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency prior
to filing of the Red Herring Prospectus
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity
Shares of face value of ₹10 each which shall be available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids being received at or above
the Offer Price
Mutual Funds Mutual funds registered with SEBI under the SEBI Mutual Funds Regulations
Net Proceeds The proceeds of the Fresh Issue less our Company’s share of the Offer related
expenses. For details regarding the use of the Net Proceeds and the Offer related
expenses, see “Objects of the Offer – Utilization of Net Proceeds” on page 137
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors
Non-Institutional Investors/ NIIs All Bidders that are not QIBs or Retail Individual Investors and who have Bid for
Equity Shares for an amount more than ₹ 0.20 million (but not including NRIs other
than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity
Shares of face value of ₹10 each which shall be available for allocation to Non-
Institutional Investors, of which (a) one-third portion shall be reserved for applicants
with application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (b) two-
thirds portion shall be reserved for applicants with application size of more than ₹
1.00 million, provided that the unsubscribed portion in either of such sub-categories
may be allocated to applicants in the other sub-category of Non-Institutional
Investors, subject to valid Bids being received at or above the Offer Price
Non-Resident/NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs
and FVCIs
Offer The initial public offering of up to [●] Equity Shares of face value of ₹ 10 each for
cash at a price of ₹ [●] each (including a share premium of ₹ [●] each), aggregating
up to ₹ 40,000 million by our Company comprising a Fresh Issue of [●] Equity
Shares of face value of ₹10 each aggregating up to ₹ 20,000 million and an Offer for

9
 Term Description
Sale of up to [●] Equity Shares of face value of ₹10 each aggregating to ₹ 20,000
million by the Selling Shareholders.
Offer Agreement The agreement dated August 16, 2024 amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to
in relation to the Offer
Offer for Sale The offer for sale component of the Offer of up to [●] Equity Shares of face value of
₹10 each aggregating up to ₹ 20,000 million, comprising of an offer for sale of up to
[●] Equity Shares of face value of ₹10 each by AP Asia Opportunistic Holdings Pte.
Ltd. aggregating up to ₹ 9,375.00 million, up to [●] Equity Shares of face value of
₹10 each by Synergy Metals Investments Holding Limited aggregating up to ₹
9,375.00 million and up to [●] Equity Shares of face value of ₹10 each by State Bank
of India aggregating up to ₹ 1,250.00 million
Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, at which Equity
Shares will be Allotted to successful Bidders, other than Anchor Investors as
determined in accordance with the Book Building Process and determined by our
Company, in consultation with the Book Running Lead Managers, in terms of the
Red Herring Prospectus on the Pricing Date. Equity Shares will be Allotted to
Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring
Prospectus

The Offer Price will be decided by our Company, in consultation with the BRLMs
on the Pricing Date, in accordance with the Book Building Process and in terms of
the Red Herring Prospectus
Offered Shares Up to [●] Equity Shares of face value of ₹10 each aggregating to ₹ 20,000 million
being offered for sale by the Selling Shareholders in the Offer for Sale component of the
Offer
Pre-IPO Placement A further issue of Equity Shares, through a preferential offer or any other method as
may be permitted in accordance with applicable law, aggregating up to ₹ 4,000.00
million, which may be undertaken by the Company, at its discretion in consultation
with the BRLMs, prior to the filing of the Red Herring Prospectus with the RoC
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions
thereof. The Cap Price shall be at least 105% of the Floor Price and shall be less than
or equal to 120% of the Floor Price. The Price Band and the minimum Bid Lot for
the Offer will be decided by our Company, in consultation with the BRLMs, and will
be advertised in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper)
and [●] edition of [●] (a widely circulated Marathi daily newspaper, Marathi being
the regional language of Maharashtra, where our Registered Office is situated) at
least two Working Days prior to the Bid/Offer Opening Date, with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, and shall be made
available to the Stock Exchanges for the purpose of uploading on their respective
websites
Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the
Offer Price
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act,
2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is
determined at the end of the Book Building Process, the size of the Offer and certain
other information, including any addenda or corrigenda thereto.
Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in
this case being [●]
Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section
40(3) of the Companies Act, 2013, to receive monies from the Escrow Account(s)
and ASBA Accounts on the Designated Date
QIB Category/ QIB Portion The category of the Offer (including the Anchor Investor Portion), being not more
than 50% of the Offer, consisting of [●] Equity Shares of face value of ₹10 each
aggregating to ₹ [●] million, which shall be available for allocation to QIBs on a
proportionate basis, including the Anchor Investor Portion (in which allocation shall
be on a discretionary basis, as determined by our Company in consultation with the
BRLMs), subject to valid Bids being received at or above the Offer Price or the
Anchor Investor Offer Price (for Anchor Investors)
Qualified Institutional Buyer(s)/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIB(s)/ QIB Bidder(s) Regulations

10
 Term Description
Red Herring Prospectus/ RHP The red herring prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will
not have complete particulars of the price at which the Equity Shares will be offered
and the size of the Offer including any addenda or corrigenda thereto

The Bid/Offer Opening Date shall be at least three Working Days after the filing of
Red Herring Prospectus with the RoC. The Red Herring Prospectus will become the
Prospectus upon filing with the RoC after the Pricing Date, including any addenda
or corrigenda thereto
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the Offer which are a clearing member registered with SEBI under
the SEBI BTI Regulations with whom the Refund Account(s) will be opened, in this
case being [●]
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of SEBI
circular no. CIR/CFD/14/2012 dated October 4, 2012, and the UPI Circulars, issued
by SEBI
Registrar Agreement The agreement dated August 16, 2024 between our Company and the Registrar to
the Offer in relation to the responsibilities and obligations of the Registrar to the
Offer pertaining to the Offer
Registrar to the Offer/ Registrar KFin Technologies Limited
Retail Individual Investors(s)/ RII(s) Individual Bidders, who have Bid for the Equity Shares for an amount not more than
₹ 0.20 million in any of the bidding options in the Offer (including HUFs applying
through their Karta and Eligible NRIs and does not include NRIs other than Eligible
NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity
Shares of face value of ₹10 each, available for allocation to Retail Individual
Investors as per the SEBI ICDR Regulations, subject to valid Bids being received at
or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their ASBA Form(s) or any previous Revision Form(s)

QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Investors can revise their Bids during the Bid/Offer Period and
withdraw their Bids until Bid/Offer Closing Date
SBICAPS SBI Capital Markets Limited*

*State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State
Bank of India and SBICAPS, are associates in terms of the SEBI Merchant Bankers
Regulations. Accordingly, in compliance with the proviso to Regulation 21A of the SEBI
Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS
would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence
certificate. For further details, see “Risk Factors - SBI Capital Markets Limited, one of the
Book Running Lead Managers to the Offer, is an associate of State Bank of India who is
proposing to participate as a Selling Shareholder in the Offer. Additionally, our Independent
Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited,
one of the Book Running Lead Managers to the to the Offer.” on page 61.
SEBI ICDR Master Circular SEBI ICDR Master Circular - SEBI master circular bearing reference
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, as amended
SCORES SEBI Complaints Redressal Mechanism
Self-Certified Syndicate Bank(s)/ (i) The banks registered with SEBI, offering services in relation to ASBA (other than
SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
4 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5, as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
0 or such other website as updated from time to time
Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement,
namely, [●]

11
 Term Description
Share Escrow Agreement The agreement to be entered into between our Company, the Selling Shareholders
and the Share Escrow Agent in connection with the transfer of the respective portion
of Equity Shares being offered by each Selling Shareholder in the Offer for Sale
portion of the Offer and credit of such Equity Shares to the demat account of the
Allottees in accordance with the Basis of Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list
of which will be included in the Bid cum Application Form
Sponsor Bank(s) The Bankers to the Offer registered with SEBI, which have been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to
push the UPI Mandate Request and/or payment instructions of the UPI Bidders using
the UPI and carry out other responsibilities, in terms of the UPI Circulars, in this
case being [●]
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
STT Securities transaction tax
Syndicate Agreement Agreement to be entered into among our Company, the BRLMs and the Syndicate
Members in relation to collection of Bid cum Application Forms by Syndicate
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to
accept bids, applications and place order with respect to the Offer and carry out
activities as an underwriter, namely, [●]
Syndicate/Members of the Syndicate Together, the BRLMs and the Syndicate Members
Systemically Important Non-Banking Systemically important non-banking financial company as defined under Regulation
Financial Company/ NBFC-SI 2(1)(iii) of the SEBI ICDR Regulations
Underwriters [●]
Underwriting Agreement The agreement among the Underwriters and our Company to be entered into on or
after the Pricing Date, but prior to filing of the Prospectus with the RoC
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidder(s) Collectively, individual investors applying as Retail Individual Investors in the
Retail Portion, and individuals applying as Non-Institutional Investors with a Bid
Amount of up to ₹ 0.50 million in the Non-Institutional Portion

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,

2022, all individual investors applying in public issues where the application amount
is up to ₹ 0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-
application form submitted with: (i) a syndicate member, (ii) a stock broker
registered with a recognized stock exchange (whose name is mentioned on the
website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as
eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such
activity)
UPI Circulars The SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1,
2018, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019,
SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, SEBI
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, SEBI circular
(SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/P/2022/45) dated April 5, 2022, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, SEBI master circular
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent that
such circulars pertain to the UPI Mechanism), SEBI master circular
(SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094) dated June 21, 2023, SEBI circular
(SEBI/HO/CFD/TPD1/CIR/P/2023/140) dated August 9, 2023, NSE circulars
(23/2022) dated July 22, 2022 and (25/2022) dated August 3, 2022, the BSE notices
(20220722-30) dated July 22, 2022 and (20220803-40) dated August 3, 2022 and
any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this
regard from time to time
UPI ID ID created on UPI for single-window mobile payment system developed by the
NPCI
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of an

12
 Term Description
SMS directing the UPI Bidders to such UPI linked mobile application) to the UPI
Bidders using the UPI Mechanism initiated by the Sponsor Banks to authorize
blocking of funds equivalent to the Bid Amount in the relevant ASBA Account
through the UPI linked mobile application, and the subsequent debit of funds in case
of Allotment
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Offer
in accordance with UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Working Day All days on which commercial banks in Maharashtra, India are open for business,
provided however, for the purpose of announcement of the Price Band and the
Bid/Offer Period, “Working Day” shall mean all days, excluding all Saturdays,
Sundays and public holidays on which commercial banks in Maharashtra, India are
open for business and the time period between the Bid/Offer Closing Date and listing
of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of the Stock Exchanges excluding Sundays and bank holidays in India in
accordance with circulars issued by SEBI, including UPI Circulars

Conventional and General Terms and Abbreviations

Term Description
A/c Account
AED Dirham, official currency of UAE
AGM Annual general meeting
AIF Alternate Investment Fund
BSE BSE Limited
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires
Companies Act, 2013/ Companies Act Companies Act, 2013 and the rules, regulations, notifications, modifications and
clarifications thereunder
CCI Competition Commission of India
Consolidated FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT,
and any amendments or substitutions thereof, issued from time to time
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020, and a pandemic on March 11, 2020
CRISIL CRISIL Limited
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder
Depository or Depositories NSDL and/or CDSL
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India
DPDP Act Digital Personal Data Protection Act, 2023
EGM Extraordinary general meeting
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
FI Financial institutions
Financial Year, Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated
otherwise
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018

13
 Term Description
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investor) Regulations, 2000) registered
with SEBI
GoI / Central Government Government of India
GST Goods and services tax
HUF Hindu undivided family
I.T. Act Income - tax Act, 1961
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles
generally accepted in India including the accounting standards specified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended
IPO Initial public offer
IT Information technology
IT Act Information Technology Act, 2000
MCA Ministry of Corporate Affairs, Government of India
Mn/ mn Million
MOU Memorandum of understanding
N.A. or NA Not applicable
NACH National Automated Clearing House
NAV Net asset value
NEFT National electronic fund transfer
Non-Resident A person resident outside India, as defined under FEMA
NPCI National Payments Corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of
India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60% by NRIs including overseas trusts in which not less than
60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003, and immediately before such date had
taken benefits under the general permission granted to OCBs under the FEMA.
OCBs are not allowed to invest in the Offer
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
R&D Research and development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
Rs. / Rupees/ ₹ / INR Indian Rupees
RTGS Real time gross settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000

14
 Term Description
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
as repealed pursuant to SEBI AIF Regulations
State Government Government of a state of India.
U. S. Securities Act United States Securities Act of 1933, as amended
US GAAP Generally Accepted Accounting Principles in the United States of America.
USA/ U.S. / US The United States of America
USD / U.S.$ United States Dollars
VAT Value added tax
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations (now repealed) or the SEBI AIF Regulations, as the case may be

Technical and Industry Related Terms

Term Description
Adjusted PAT Restated profit for the year plus Fair value loss /(gain) arising from financial
instruments (CCPS) designated as FVTPL.
Adjusted PAT Margin Adjusted PAT Margin (%) is calculated as Adjusted PAT divided by Total Income.
Adjusted Return on Equity (Adjusted Adjusted Return on Equity (%) is calculated as Adjusted PAT divided by sum of
RoE) Total Equity and CCPS multiplied by 100.
Al-killed slag Alumina killed slag which is an industrial by-product used to manufacture the
Company’s products.
Allied cementitious products Comprises RMC, screened slag, constructions chemicals and waterproofing
compounds.
AOD slag Argon oxygen decarburisation slag which is an industrial by-product used to
manufacture the Company’s products.
Basic EPS Profit attributable to owners of the Company divided by weighted average number
of shares (Basic EPS).
BIS Bureau of Indian Standards
Blast furnace slag A by-product of the steel manufacturing process.

Brownfield expansion The expansion of installed capacities at an existing plant.

CAGR Compound annual growth rate
Net Carbon Dioxide emission Computed as absolute Scope 1(net) plus Scope 2 emissions divided by Total
intensity (Scope 1 + Scope 2) in Cementitious Saleable Production (cement +GGBS) plus Clinker Volume
India Sold minus clinker volume purchased
Cement Saleable Production Total volume of cement products manufactured by us and which are available for
sale during the year/period
Cement Volume Sold total volume of cement sold by us during the year/period
Cement Realization per Tonne Computed as Revenue from Cement Sales (INR Million) divided by Cement
Volume Sold (MMT).
CHD Concreel HD. This is a type of PSC cement manufactured by the Company.
Circular economy approach An approach to manufacturing that emphasises the utilisation of industrial by-
products such as blast furnace slag, AI-killed slag, AOD slag, fly ash, red mud and
chemical gypsum as raw materials.
Clinker Clinker is manufactured by burning limestone and clay together at a high
temperature. Clinker is an intermediary product required in the manufacturing
process of cement.
Clinker Capacity Utilisation Computed as Clinker Production divided by Installed Clinker Capacity available
during the year, which is based on the date of commissioning.

15
 Term Description
Clinker to Cement Ratio Computed as Clinker consumed divided by Cement Saleable Production.
Clinker Volume Sold total volume of clinker sold by us to third parties during the year/period.
Clinker Production total volume of clinker manufactured by us during the year/period
Clinker unit A plant in which clinker is manufactured.
Construction chemicals Chemicals that act as supplementary products that aid in construction.
Dealers Non-exclusive dealers with whom the Company enters into a dealership agreement
with for the distribution of their products in the trade channel.
EBITDA Earnings before interest, taxes, depreciation and amortisation. EBITDA is calculated
as Restated profit before share of profit/(loss) from joint venture and tax plus
Finance Costs, Depreciation and amortisation expense, Impairment of goodwill.
EBITDA Margin EBITDA Margin (%) is computed as EBITDA divided by Total Income multiplied
by 100.
EBITDA per Tonne Computed as EBITDA divided by Total Volume Sold (MMT).
EPD Environmental Product Declarations published by manufacturers under the
International Environment Product Declaration System
EV Electric vehicle
Freight Cost per Tonne Freight and handling cost divided by Total Volume sold.
FVTPL Fair value loss arising from financial asset and liability designated as fair value
through profit and loss account.
GBFS Granulated blast-furnace slag. This refers to an intermediary product required to
manufacture GGBS.
GCCA Global Cement and Concrete Association
GGBS Ground granulated blast-furnace slag. An eco-friendly product produced entirely
from blast furnace slag, which is a by-product of the steel manufacturing process.
GGBS Saleable Production total volume of GGBS manufactured by us and which is available for sale during
the year/period
GGBS Volume Sold total volume of GGBS sold by us during the year/period
GGBS Realization per Tonne Computed as Revenue from GGBS Sales (INR Million) divided by GGBS Volume
Sold (MMT).
GPS Global positioning system.
Green cementitious products GGBS, PSC and PCC
Green power Power generated from sustainable sources such as solar panels and WHRS
Green power consumed as percentage Computed as power consumed from WHRS and renewable sources as a percentage
of total power consumption (%) of total power consumption.
Greenfield expansion The expansion of overall installed capacities through setting up a new location

Grinding Capacity Utilisation Computed as Total Cementitious Saleable Production - cement + GGBS (MMT)
divided by Installed Grinding Capacity available during the year, which is based on
the date of commissioning.
Grinding unit A plant in which clinker is ground and processed to produce finished products such
as cement and GGBS
IHB Individual home builders.
Influencer Masons, contractors and architects who are individuals that play a key role in the
construction process and influence the choice of products used by customers.
Integrated unit A plant comprising a grinding unit and clinker unit.
Installed Grinding Capacity is calculated based on the rated capacity of the plant and assumption of 330 days
operation
Installed Clinker Capacity is calculated based on the rated capacity of the plant and assumption of 330 days
operation
JSW Cement FZC JSW Cement Free Zone Company.
Kiln A thermally insulated chamber used in the cement manufacturing process.
LCT Logistics control tower which is set up to oversee the entire order process from the
receipt of orders to delivery of manufactured products.
Mineral Rules Minerals (Other than Atomic and Hydro Carbons Energy Minerals) Concession
Rules, 2016
MMDR Act Minerals (Development and Regulation) Act, 1957
MMT Million metric tonnes
MMTPA Million metric tonnes per annum
NABL National Accreditation Board for Testing and Calibration Laboratories
Net Asset Value Per Equity Share Net Asset Value is calculated as Equity attributable to owners of the Company / Net
Worth divided by Weighted average number of shares outstanding during the year

16
 Term Description
Net Debt Net Debt is calculated as Total Debt minus Cash and cash equivalents minus
bank balances minus Liquid Current Investments.
Net Debt (excluding CCPS) Net Debt (excluding CCPS) is calculated as Total Debt minus CCPS minus
Cash and cash equivalents minus bank balances minus Liquid Current
Investments. Total Debt is computed as Non Current Borrowings plus
Current Borrowings.
Net Debt (excluding CCPS) to The ratio is computed as Net Debt (excluding CCPS) divided by Operating
Operating EBITDA Ratio EBITDA.
Net Debt (Excluding CCPS) to Total is calculated as Net Debt (excluding CCPS) divided by sum of Total Equity and
Equity (including CCPS) CCPS and measures the real financial leverage of the Company
OPC Ordinary portland cement. This is a type of cement which is manufactured by inter-
grinding gypsum and clinker
Operating EBITDA Operating EBITDA is calculated as Restated profit before share of profit/(loss) from
joint venture and tax minus Other Income plus Finance Costs, Depreciation and
amortisation expense, Impairment of goodwill, Deemed loss on stake dilution, Fair
value loss /(gain) arising from financial instruments (CCPS) designated as FVTPL.
For a reconciliation of non-GAAP measures, please see “Management’s Discussion
and Analysis of our Results of Operations – Non-GAAP Financial Measures”
beginning on page 508.
Operating EBIT Operating EBIT is calculated as Operating EBITDA minus depreciation and
amortization and impairment of goodwill. For a reconciliation of non-GAAP
measures, please see “Management’s Discussion and Analysis of our Results of
Operations – Non-GAAP Financial Measures” beginning on page 508.
Operating EBITDA Margin Operating EBITDA Margin (%) is computed as Operating EBITDA divided by
Revenue from operations *100. For a reconciliation of non-GAAP measures, please
see “Management’s Discussion and Analysis of our Results of Operations – Non-
GAAP Financial Measures” beginning on page 508
Operating EBITDA per Tonne Computed as Operating EBITDA divided by Total Volume Sold (MMT). For a
reconciliation of non-GAAP measures, please see “Management’s Discussion and
Analysis of our Results of Operations – Non-GAAP Financial Measures” beginning
on page 508.
Operating Return on Capital Operating ROCE is calculated as Operating EBIT as a % of Capital employed.
Employed (RoCE) Operating EBIT is calculated as operating EBITDA minus depreciation and
ammortization and impairment of goodwill. Tangible Net Worth is calculated as
Total Equity minus goodwill minus intangible assets (existing and under
development) minus deferred tax assets plus deferred tax liabilities. Capital
employed refers to sum of Tangible Net Worth plus net debt. For a reconciliation of
non-GAAP measures, please see “Management’s Discussion and Analysis of our
Results of Operations – Non-GAAP Financial Measures” beginning on page 508.
PAT Restated profit for the year as per Restated Consolidated Financial Information.
PAT Margin PAT Margin (%) is calculated as Restated profit for the year divided by Total
Income.
PCC Portland Composite Cement. This is a type of cement which is manufactured by
utilising clinker, fly ash, blast furnace slag and gypsum.
Peer Average According to the CRISIL Report, includes Ambuja Cements Limited, Dalmia Bharat
Ltd (Consolidated), JK Cement Limited, Shree Cement Limited, The India Cements
Limited-(Consolidated), The Ramco Cements Limited -(Consolidated) and
UltraTech Cement Ltd -(Consolidated).
Percentage of Cement Volume Sold Computed as Cement Volume Sold through the trade channel divided by total
through Trade Channel Cement Volume Sold multiplied by 100.
Power & Fuel Cost per Tonne Power & Fuel cost divided by Total Volume sold.
PSC Portland slag cement. This is a type of cement that is manufactured using blast
furnace slag, clinker and gypsum.
R&D Research and development.
Raw Material Cost per Tonne Raw Material Cost divided by Total Volume sold. Raw material Cost is computed
as Cost of raw material consumed plus Purchases of stock in trade plus Changes in
inventories of finished goods, work-in-progress and stock-in-trade minus Captive
consumption of cement.
RDF Refuse derived fuel.
Ready Mix Concrete Sales volume total volume of RMC sold by us during the year/period
Return on Equity (RoE) Return on Equity (%) is calculated as PAT divided by Total Equity multiplied by
100.
Revenue from operations Revenue from operations as per Restated Consolidated Financial Information.

17
 Term Description
RFID Radio frequency identification.
RMC Ready-mix concrete which refers to a concrete product that is delivered in a ready
to use form.
RSP Retail selling price.
Screened slag Screened blast furnace slag that can be used as an alternative to river sand and
crushed rock fines to fill in the pores of concrete structures to increase density.
Tangible Net Worth Tangible Net Worth is calculated as Total Equity minus goodwill minus intangible
assets (existing and under development) minus deferred tax assets.
Total Cementitious Saleable Computed as sum of Cement Saleable Production and GGBS Saleable Production.
Production (cement and GGBS)
Total Debt Total Debt is computed as Non Current Borrowings plus Current Borrowings. For a
reconciliation of non-GAAP measures, please see “Management’s Discussion and
Analysis of our Results of Operations – Non-GAAP Financial Measures” beginning
on page 508.
Total Equity Total Equity as per Restated Consolidated Financial Information.
Top Global Cement Companies According to the CRISIL Report, refers to Holcim, Heidelberg, Cemex, CRH with
a total installed capacity of more than 40.00 MTPA.
Total Volume Sold Computed as sum of Cement Volume Sold, GGBS Volume Sold and Clinker
Volume Sold.
Transport duct A duct through which hot air is transported
Waterproofing compounds Compounds used to secure leakage and seepage prone locations and to make
construction structures rain resistant.
WHRS Waste heat recovery system. A system that recovers thermal energy from an exhaust
gas and converts it into electrical energy.

18
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

All references herein to the:

(i) “US”, “USA”, the “U.S.” or the “United States” are to the United States of America and its territories and
possessions; and

(ii) “UAE” are to the United Arab Emirates and its territories and possessions.

Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page
numbers of this Draft Red Herring Prospectus.

Financial Data

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year and accordingly, all references to a particular financial year or fiscal are
to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year. Unless the context requires otherwise, all references to a year in this Draft Red
Herring Prospectus are to a calendar year and references to a Fiscal/Fiscal Year are to the year ended on March
31, of that calendar year. Certain other financial information pertaining to our Subsidiaries and Group Companies
are derived from their respective audited financial statements.

Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this
Draft Red Herring Prospectus have been derived from the Restated Consolidated Financial Information. For
further information, see “Restated Consolidated Financial Information” on page 359.

The restated consolidated financial information of our Company and our Subsidiaries and the Group’s associate and
a joint ventures comprising the restated consolidated statements of assets and liabilities as at March 31, 2024, March
31, 2023 and March 31, 2022, the restated consolidated statements of profit and loss (including other comprehensive
income) which includes the Group’s share of loss in its associate and joint ventures, the restated consolidated
statements of cash flow and the restated consolidated statements of changes in equity for the years ended March 31,
2024, March 31, 2023 and March 31, 2022 and the summary of material accounting policies and other explanatory
information prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI
ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI,
as amended from time to time.

Further, our subsidiary, Shiva Cement Limited (“SCL”) has its equity shares listed on BSE. In accordance with the
SEBI Listing Regulations, SCL has prepared and disclosed its limited review unaudited financial results for the three
months period ended June 30, 2024 to BSE on August 13, 2024, which have been reviewed by the statutory auditors
of SCL. Such financial results are available on the website of BSE at www.bseindia.com and has not been included
in this Draft Red Herring Prospectus. Thus, no reliance should be placed on such financial results available on the
website of BSE for the purpose of the Offer.

There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP
and IFRS, see “Risk Factors – Significant differences exist between Indian accounting standard (“Ind AS”) and
other accounting principles, such as international financial reporting standards (“IFRS”) and United States
generally accepted accounting principles (“U.S GAAP”), which may be material to investors’ assessments of our
financial condition.” on page 79. The degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with

19
Indian accounting policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance
by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited. Further, any figures sourced from third-party
industry sources may be rounded off to other than two decimal points to conform to their respective sources.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, discrepancies in any table
between the sums of the amounts listed in the table and totals are due to rounding off.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second
decimal to conform to their respective sources.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 39, 250 and 495, respectively, and elsewhere
in this Draft Red Herring Prospectus, unless otherwise stated or context requires otherwise, have been derived
from Restated Consolidated Financial Information or non-GAAP financial measures as described below.

Non-GAAP Financial Measures

Certain measures included in this Draft Red Herring Prospectus, for instance EBITDA, EBITDA Margin,
Operating EBITDA, Operating EBITDA Margin, Return on Equity, Operating Return on Capital Employed, Net
Worth and Net Debt, (the “Non-GAAP Measures’’), presented in this Draft Red Herring Prospectus are
supplemental measures of our performance and liquidity that are not required by, or presented in accordance with
Ind AS, IFRS or US GAAP. Furthermore, these Non-GAAP Measures, are not a measurement of our financial
performance or liquidity under Indian GAAP, IFRS or US GAAP and should not be considered as an alternative
to net profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS,
IFRS or US GAAP or as an alternative to cash flow from operations or as a measure of our liquidity. Further,
these Non-GAAP Measures and other statistical and other information relating to operations and financial
performance should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for
the years/ period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance
with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical and
other information relating to operations and financial performance, are not standardised terms and may not be
computed on the basis of any standard methodology that is applicable across the industry and therefore, may not
be comparable to financial measures of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a
comparative measure. Although such Non-GAAP financial measures are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that they are useful to
an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. For
further information, see “Management’s Discussion and Analysis of Financial Position and Results of Operations
– Non-GAAP Financial Measures” on page 508.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from the report titled “Market review of cement sector” dated August, 2024, prepared by CRISIL MI&A,
which has been prepared exclusively for the purpose of understanding the industry in connection with the Offer
and commissioned and paid for by our Company, pursuant to the engagement letter dated April 22, 2024.The
CRISIL Report is available on the website of our Company at the following web-link:
https://www.jswcement.in/industry-report until the Bid / Offer Closing Date. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the CRISIL Report and included in this
Draft Red Herring Prospectus with respect to any particular year, refers to such information for the relevant
calendar year. CRISIL MI&A is an independent agency which has no relationship with our Company, our
Promoters, any of our Directors, Key Managerial Personnel, Senior Management Personnel or the Book Running
Lead Managers.

The CRISIL Report is subject to the following disclaimer:

20
CRISIL Market Intelligence & Analytics (CRISIL MI&A), a division of CRISIL Limited (CRISIL) has taken due
care and caution in preparing this report (Report) based on the information obtained by CRISIL from sources
which it considers reliable (Data). Forecasts, estimates and other forward-looking statements contained in this
Report are inherently uncertain and could fluctuate due to changes in factors underlying their assumptions, or
events or combinations of events that cannot be reasonably foreseen. Actual results and future events could differ
materially from such forecasts, estimates, predictions, or such statements. This Report is not a recommendation
to invest/disinvest in any entity covered in the Report and no part of this Report should be construed as an expert
advice or investment advice or any form of investment banking within the meaning of any law or regulation.
Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or
intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or
registration to carry out its business activities in this regard. JSW Cement Limited will be responsible for ensuring
compliances and consequences of non-compliances for use of the Report or part thereof outside India. CRISIL
MI&A operates independently of and does not have access to information obtained by CRISIL Ratings Limited,
which may, in its regular operations, obtain information of a confidential nature. The views expressed in this
Report are that of CRISIL MI&A and not of CRISIL Ratings Limited. No part of this Report may be
published/reproduced/extracted in any form without CRISIL’s prior written approval.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but accuracy, completeness relevance
of such information shall be subject to the disclaimers, context and underlying assumptions of such sources. The
data used in these sources may have been reclassified by us for the purposes of presentation and may also not be
comparable. The excerpts of the Industry Report are disclosed in this Draft Red Herring Prospectus and there are
no parts, information, data (which may be relevant for the proposed Offer), left out or changed in any manner.
The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful
and depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such
information. There are no standard data gathering methodologies in the industry in which our Company conducts
business and methodologies, and assumptions may vary widely among different market and industry sources.
Such information involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those discussed in “Risk Factors – We have used information from the CRISIL Report
which has been commissioned and paid for by our Company for industry related data in this Draft Red Herring
Prospectus and any reliance on such information is subject to inherent risks.” on page 73. Accordingly, no
investment decision should be solely made on the basis of such information.

In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Offer Price”
on page 157 includes information relating to our peer group companies. Such information has been derived from
publicly available sources specified therein.

Currency and Units of Presentation

All references to:

• “Rupees” or “INR” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;

• “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of
America; and

• “AED” is to Dirham, the official currency of the United Arab Emirates.

All the figures in this Draft Red Herring Prospectus, except for figures derived from the CRISIL Report (which
are in million or billion), have been presented in million or in whole numbers where the numbers have been too
small to present in million unless stated otherwise. One million represents 1,000,000 and one billion represents
1,000,000,000. Certain figures contained in this Draft Red Herring Prospectus, including financial information,
have been subject to rounding adjustments. Any discrepancies in any table between the totals and the sum of the
amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal. In
certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure
given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to the total
figure given for that column or row. However, figures sourced from third-party industry sources may be expressed
in denominations other than million or may be rounded off to other than two decimal points in the respective
sources, and such figures have been expressed in this Draft Red Herring Prospectus in such denominations or
rounded-off to such number of decimal points as provided in such respective sources.

21
Time

All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated
otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.

Exchange Rates

This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These
conversions should not be construed as a representation that such currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate, or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the ₹ and certain currencies:
(in ₹)
As at
Currency
March 31, 2024* March 31, 2023 March 31, 2022
1 USD 83.37 82.22 75.81
1 AED 22.72 22.40 20.66
Source: FBIL Reference Rate as available on www.fbil.org.in and www1.oanda.com.
Note: Exchange rate is rounded off to two decimal points.
* The exchange rate has been included as on March 28, 2024, as March 29, 2024, March 30, 2024 and March 31, 2024 were Good Friday, a
Saturday and a Sunday, respectively.

22
 NOTICE TO PROSPECTIVE INVESTORS OUTSIDE INDIA

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the
contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their
own examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity
Shares offered in the Offer 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 state 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 and referred to in this Draft Red
Herring Prospectus as “U.S. QIBs”), in transactions exempt from, or not subject to the registration requirements
of the U.S. Securities Act, and (b) outside the United States in an “offshore transaction” as defined in and in
compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. For
the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional investors defined under
applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”.
Notice to Prospective Investors in the European Economic Area
This Draft Red Herring Prospectus has been prepared on the basis that all offers of Equity Shares in Member
States of the European Economic Area (“EEA”, each a “Member State”) will be made pursuant to an exemption
under the Prospectus Regulation (as defined below), as applicable to each Member State, from the requirement to
produce a prospectus for offers of Equity Shares. The expression “Prospectus Regulation” means Regulation
(EU) 2017/1129.
Accordingly, any person making or intending to make an offer to the public within the EEA of Equity Shares
which are the subject of the placement contemplated in this Draft Red Herring Prospectus should only do so in
circumstances in which no obligation arises for our Company, any of the Selling Shareholders or any of the
BRLMs to produce a prospectus for such offer pursuant to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation. None of our Company, the Selling Shareholders
and the BRLMs have authorised, nor do they authorise, the making of any offer of Equity Shares through any
financial intermediary, other than the offers made by the BRLMs which constitute the final placement of Equity
Shares contemplated in this Draft Red Herring Prospectus.
For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in any
Member State means the communication in any form and by any means of sufficient information on the terms of
the Offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares.
Information to EEA Distributors (as defined below)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract
or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Equity Shares have been subject to a product approval process, which
has determined that such Equity Shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the
MiFID II Product Governance Requirements) (“EEA Distributors”) should note that: the price of the Equity
Shares may decline and investors could lose all or part of their investment; the Equity Shares offer no guaranteed
income and no capital protection; and an investment in the Equity Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the

23
Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the BRLMs will only procure
investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Equity Shares. Each EEA Distributor
is responsible for undertaking its own target market assessment in respect of the Equity Shares and determining
appropriate distribution channels.
Notice to Prospective Investors in the United Kingdom
This Draft Red Herring Prospectus has been prepared on the basis that all offers to the public of Equity Shares
will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a
prospectus for offers of Equity Shares. The expression “UK Prospectus Regulation” means Prospectus
Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 (“EUWA”). Accordingly, any person making or intending to make an offer to the public within the
United Kingdom of Equity Shares which are the subject of the placement contemplated in this Draft Red Herring
Prospectus should only do so in circumstances in which no obligation arises for our Company, the Selling
Shareholders or any of the BRLMs to produce a prospectus for such offer pursuant to Article 3 of the UK
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. None
of our Company, the Selling Shareholders and the BRLMs have authorized, nor do they authorize, the making of
any offer of Equity Shares through any financial intermediary, other than the offers made by the members of the
Syndicate which constitute the final placement of Equity Shares contemplated in this Draft Red Herring
Prospectus.

For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in the
United Kingdom means the communication in any form and by any means of sufficient information on the terms
of the Offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares.

Information to UK Distributors

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook (“PROD”) (the “UK MiFIR Product Governance Rules”),
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for
the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Equity Shares
have been subject to a product approval process, which has determined that such Equity Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; (b) eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (c) retail clients
who do not meet the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for
distribution through all distribution channels (the “Target Market Assessment”). Notwithstanding the Target
Market Assessment, distributors ( for the purposes of the UK MiFIR Product Governance Rules) (“UK
Distributors”) should note that: the price of the Equity Shares may decline and investors could lose all or part of
their investment; the Equity Shares offer no guaranteed income and no capital protection; and an investment in
the Equity Shares is compatible only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, the BRLMs will only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of COBS 9A and COBS 10A respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the
Equity Shares. Each UK Distributor is responsible for undertaking its own target market assessment in respect
of the Equity Shares and determining appropriate distribution channels.

24
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may
be described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek
to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. All
statements regarding our expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our business strategy,
plans, revenue, and profitability (including, without limitation, any financial or operating projections or forecasts)
and other matters discussed in this Draft Red Herring Prospectus that are not historical facts. However, these are
not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries
we cater and our ability to respond to them, our ability to successfully implement our strategies, our growth and
expansion, technological changes, our exposure to market risks, general economic and political conditions in India
and globally, which have an impact on our business activities or investments, the monetary and fiscal policies of
India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other
rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts
of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:
1. Our ability to mine and procure sufficient limestone for our operations;
2. Our dependency on JSW Steel Limited for supply of blast furnace slag;
3. Our dependency on adequate and uninterrupted availability of power and fuel for our operations;
4. Our ability to maintain or increase the utilisation levels of our plants;
5. Our ability to continue to use the JSW trademark and our name and logo;
6. The outcome of certain outstanding litigation involving our Company, Subsidiaries, Material Joint Venture,
Promoters, Directors and Group Companies;
7. The financial support which our Company may be required to provide certain of our loss making
Subsidiaries and Joint Ventures;
8. If we are unable to pay our statutory dues without delay;
9. Disruptions in the network for sale and distribution of our products; and
10. Disruptions in the efficiency of the Indian road and railway network.
For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 39, 250 and 495, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual future gains
or losses could materially be different from those that have been estimated. Forward-looking statements reflect
our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently
available information. Although we believe that the assumptions on which such statements are based are
reasonable, any such assumptions as well as statements based on them could prove to be inaccurate and the
forward looking statements based on these assumptions could be incorrect.
Neither our Company, our Directors nor the Syndicate or any of their respective affiliates have any obligation to
update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with
the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of material
developments pertaining to our Company from the date of this Draft Red Herring Prospectus until the time of the
grant of listing and trading permissions by the Stock Exchanges.

25
 SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including the sections “Risk Factors”, “Our Business”, “Industry Overview”, “Capital Structure”, “The Offer”,
“Restated Consolidated Financial Information”, “Objects of the Offer”, “Management’s Discussion and
Analysis of Financial Position and Results of Operations” and “Outstanding Litigation and Material
Developments” on pages 39, 250, 184, 109, 88, 359, 137, 495, 536, respectively of this Draft Red Herring
Prospectus.

Primary business of our Company

We are a cement manufacturing company in India focused on manufacturing green cementitious products
comprising blended cement (which includes portland slag cement (“PSC”) and portland composite cement
(“PCC”)) and ground granulated blast furnace slag (“GGBS”). We also manufacture ordinary portland cement
(“OPC”), clinker and a range of allied cementitious products such as ready-mix concrete (“RMC”), screened
slag, construction chemicals and waterproofing compounds.

For further information, see “Our Business” beginning on page 250.

Summary of industry in which our Company operates

The industrial and commercial building, rural housing, urban housing industries and infrastructure sectors are
expected to grow at a CAGR of 6% - 7%, 6% - 7%, 5%-6% and 9% - 10%, respectively from Fiscal 2024 to Fiscal
2029. Further from Fiscals 2025 to 2029, Indian cement demand is expected to grow at a healthy 6.5-7.5% CAGR;
and from Fiscal 2024 to Fiscal 2029, the Indian RMC industry is expected to grow at a CAGR of 10% - 12%
which in turn will increase the demand for blended cement, GGBS, OPC, clinker and allied cementitious products.
Demand for GGBS in particular is expected to grow at a CAGR of 15.00%-16.00% from Fiscal 2024 to Fiscal
2029.

For further information, see “Industry Overview” beginning on page 184.

Our Promoters

Sajjan Jindal, Parth Jindal, Sangita Jindal, Adarsh Advisory Services Private Limited and Sajjan Jindal Family
Trust are our Promoters.

For further information, see “Our Promoters and Promoter Group” on page 348.

The Offer

The following table summarizes the details of the Offer:

Offer(1) Up to [●] Equity Shares of face value of ₹10 each for cash at price of ₹[●] per Equity Share
(including a premium of [●] per Equity Share), aggregating up to ₹ 40,000 million
Of which
Fresh Issue(1)^ Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ 20,000 million
Offer for Sale(2)(3) Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ 20,000 million
(1) The Offer has been authorized pursuant to the resolution passed by our Board dated July 27, 2024 and resolution of the IPO Committee
dated August 13, 2024 and the Fresh Issue has been authorized by our Shareholders pursuant to a special resolution passed on July 30, 2024.
(2) Each of the Selling Shareholders, severally and not jointly, confirms that its portion of the Offered Shares are eligible for being offered
for sale in terms of Regulation 8 of the SEBI ICDR Regulations. Each Selling Shareholder has, severally and not jointly, consented to the sale
of its portion of the Offered Shares in the Offer for Sale. For further details on the authorisation of the Selling Shareholders in relation to the
Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 564.
(3) Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into a maximum of 245,429,000
Equity Shares pursuant to the terms and conditions of the CCPS and in accordance with Regulation 5(2) of the SEBI ICDR Regulation. Such
maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding
percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription
Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the
filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further details, see “Capital Structure –

26
Terms of conversion of Preference shares” and “History and Certain Corporate Matters - Shareholders’ agreements” beginning on pages
113 and 304.
^Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus with the
RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the
completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to
the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers
to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.

The Offer shall constitute [●]% of the post-Offer paid-up equity share capital of our Company. For further details,
see “The Offer” and “Offer Structure” on pages 88 and 596, respectively.

Objects of the Offer

The Net Proceeds are proposed to be utilised towards the following objects:
(in ₹ million)

Particulars Estimated amount^

Part financing the cost of establishing a new integrated cement unit at Nagaur, Rajasthan 8,000.00
Prepayment or repayment, in full or in part, of all or a portion of certain outstanding 7,200.00
borrowings availed by our Company
General corporate purposes(1)^ [●]
Net Proceeds [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Gross Proceeds.

^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus with
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the
Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject
to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh
Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer
may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the
Red Herring Prospectus and the Prospectus.

For further information, see “Objects of the Offer” on page 88.

27
Aggregate pre-Offer and post-Offer shareholding of our Promoters, the members of our Promoter Group and the Selling Shareholders

The aggregate pre-Offer shareholding of our Promoters, the members of our Promoter Group and the Selling Shareholders as on the date of this Draft Red Herring Prospectus
is set out below:

Pre-Offer equity share capital Post-Offer equity share capital#

S. Name of the No. of Equity Shares of

% of the pre-Offer No. of Equity Shares of % of post-Offer paid-up
No. Shareholder No. of Equity Shares of % of paid-up Equity face value of ₹10 each
Equity Share capital on a face value of ₹10 each## Equity Share capital##
face value of ₹10 each Share capital (%) (on a fully diluted basis)
## fully diluted basis## (%) (on a fully diluted basis) (%)
Promoters
1. Adarsh Advisory 882,580,780* 86.62 882,580,780* 69.81 [●] [●]
Services Private
Limited*
2. Parth Jindal 3,600,000 0.35 3,600,000 0.28 [●] [●]
3. Sajjan Jindal 300,000 0.03 300,000 0.02 [●] [●]
4. Sangita Jindal 300,000 0.03 300,000 0.02 [●] [●]
5. Sajjan Jindal - - - - [●] [●]
Family Trust
Promoter Group
6. Siddeshwari 46,642,340 4.58 46,642,340 3.69 [●] [●]
Tradex Private
Limited
7. Virtuous 26,590,226 2.61 26,590,226 2.10 [●] [●]
Tradecorp Private
Limited
8. JSL Limited 20,052,114 1.97 20,052,114 1.59 [●] [●]
9. Anushree Parth 1,200,000 0.12 1,200,000 0.09 [●] [●]
Jindal
10. Nunu Uday Jasani 800,000 0.08 800,000 0.06 [●] [●]
11. Uday Jasani 200,000 0.02 200,000 0.02 [●] [●]
12. Saket Kanoria 750,000 0.07 750,000 0.06 [●] [●]
13. Urmila Kanoria 750,000 0.07 750,000 0.06 [●] [●]
14. Tanvi Shete 750,000 0.07 750,000 0.06 [●] [●]
15. Tarini Jindal 750,000 0.07 750,000 0.06 [●] [●]
Handa
16. Saroj Bhartia 217,354 0.02 217,354 0.02 [●] [●]
17. Sarika 217,354 0.02 217,354 0.02 [●] [●]
Jhunjhnuwala
18. Nirmala Goel 217,354 0.02 217,354 0.02 [●] [●]

28
 Pre-Offer equity share capital Post-Offer equity share capital#

S. Name of the No. of Equity Shares of

% of the pre-Offer No. of Equity Shares of % of post-Offer paid-up
No. Shareholder No. of Equity Shares of % of paid-up Equity face value of ₹10 each
Equity Share capital on a face value of ₹10 each## Equity Share capital##
face value of ₹10 each Share capital (%) (on a fully diluted basis)
## fully diluted basis## (%) (on a fully diluted basis) (%)
19. Urmila Bhuwalka 217,354 0.02 217,354 0.02 [●] [●]
Selling Shareholders
20. AP Asia - - 115,044,844 9.10 [●] [●]
Opportunistic
Holdings Pte.
Ltd.**
21. Synergy Metals - - 115,044,844 9.10 [●] [●]
Investments
Holding Limited**
22. State Bank of - - 15,339,312 1.21 [●] [●]
India**
Total 986,134,876 96.79% 1,231,563,876 97.41 [●] [●]
*Including the 50 shares held by the nominees of Adarsh Advisory Services Private Limited.
** Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into maximum 245,429,000 Equity Shares pursuant to the terms and conditions of the CCPS and in accordance
with Regulation 5(2) of the SEBI ICDR Regulation. Such maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding percentage which can be held
by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time of
conversion, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further details, see “Capital Structure – Terms of conversion of Preference shares” and “History
and Certain Corporate Matters - Shareholders’ agreements” beginning on pages 113 and 304.
#Subject to completion of the Offer and finalization of Allotment.
## Assuming conversion of CCPS into a maximum of 245,429,000 Equity Shares.

For further information, see “Capital Structure” beginning on page 109.

29
Summary of selected financial information

The details of certain financial information as set out under the SEBI ICDR Regulations as at and for the years
ended March 31, 2024, March 31, 2023, and March 31, 2022, as derived from the Restated Consolidated Financial
Information are set forth below:
(₹ in million, except per share data)
As at and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Equity share capital 9,863.52 9,863.52 9,863.52
Total equity 23,854.82 22,407.43 21,120.26
Net worth(1) 24,646.81 22,921.00 21,306.53
Revenue from operations 60,281.03 58,367.24 46,685.70
Restated profit for the year 620.13 1,040.38 2,326.49
Earnings per Equity Share (of face value of ₹ 10 each)
- Basic(2)(4) 0.91 1.39 2.48
- Diluted(3)(4) 0.90 1.37 2.46
Net Asset Value per Equity Share(5) 24.99 23.24 21.60
Total borrowings(6) 58,357.64 54,215.42 46,220.55
Notes:

(1) Net worth has been defined as the aggregate value of the paid-up equity share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation as on March 31, 2024; 2023 and 2022 in
accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. It excludes non-controlling interest
(2) Earnings per Equity Share (Basic) = Restated profit for the period/year attributable to the equity holders of our Company/Weighted
average number of equity shares outstanding during the period/year.
(3) Earnings per Equity Share (Diluted) = Restated profit for the period/year attributable to equity holders of our Company/Weighted
average number of equity shares outstanding during the period/year considered for deriving basic earnings per share and the weighted
average number of Equity Shares which could have been issued to satisfy the exercise of the share options by the employees.
(4) Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’.
(5) Net Asset Value per Equity share is calculated as Equity attributable to owners of the Company / Net Worth divided by Weighted
average number of shares outstanding during the year.
(6) Total borrowings is computed as current borrowings plus non-current borrowings.

For further details, see “Restated Consolidated Financial Information” on page 359.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information

There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required
to be given in the Restated Consolidated Financial Information.

Summary of outstanding litigations

A summary of outstanding litigation proceedings involving our Company, our Subsidiaries, our Material Joint
Venture, our Directors, our Promoters and our Group Companies in accordance with the SEBI ICDR Regulations
and the Materiality Policy as on the date of this Draft Red Herring Prospectus, is provided below:

Disciplinary
Statutory
actions by the Aggregate
Tax or Other
Criminal SEBI or stock amount
Name of entity proceeding regulatory material
proceedings exchanges involved*
s proceeding proceedings
against our (₹ in million)
s
Promoters
Company**
By our Company 87 9 NA NA 1 76.19
Against our Company - 42 5 - 1,172.05
Directors
By our Directors - 1 NA NA - -
Against our Directors - - 3 - - 4.00
Promoters**^
By our Promoters - NA NA NA - -
Against our Promoters - 1 1 - - 3,021.30#
Subsidiaries**

30
 Disciplinary
Statutory
actions by the Aggregate
Tax or Other
Criminal SEBI or stock amount
Name of entity proceeding regulatory material
proceedings exchanges involved*
s proceeding proceedings
against our (₹ in million)
s
Promoters
By our Subsidiaries 40 NA NA NA - 7.87
Against our Subsidiaries - 14 1 - 319.78
Material Joint Venture
By our Material Joint - NA NA NA 1 10.59
Venture
Against our Material Joint - - - - -
Venture
Group Companies
By our Group Companies NA 1 801.08
Against our Group 2 798.03
Companies
*
To the extent quantifiable.
^ Does not include matters involving our Directors who are also Promoters.
#
The case is an appeal filed by the Commissioner of Central Excise and Service Tax, Goa (“CCEST”), before the Supreme Court of India,
against JSW Steel Limited, one of our Group Companies, and Sajjan Jindal, our Individual Promoter, Sajjan Jindal is a co-noticee in the case
and there are no claims against him in this matter. The matter is an appeal filed by CCEST against the order of the Customs, Excise and
Service Tax Appellate Tribunal.
** Does not include matters where our Company, our Subsidiaries or our Promoters have not received notice, summons or other documents.

For further details, see “Outstanding Litigation and Material Developments” on page 536.

Risk Factors
Specific attention of Bidders is invited to the section “Risk Factors” on page 39. Bidders are advised to read the
risk factors carefully before taking an investment decision in the Offer. Set forth below are the top 10 risk factors
applicable to our Company:

Sr.
Description of Risk
No
1. Our business depends on our ability to mine and procure sufficient limestone for our operations. Our inability to
do so on reasonable terms, or at all, could have an adverse impact on our business, financial condition, and results
of operations.
2. We are significantly dependent on JSW Steel Limited and its subsidiaries, our related parties, for the supply of
blast furnace slag (90.93% of total blast furnace slag consumed in Fiscal 2024), which is a key additive raw
material used for manufacturing green cementitious products such as ground granulated blast furnace slag and
blended cement. The loss of one or more such suppliers could adversely affect our business, results of operations,
financial condition, and cash flows.
3. We depend on adequate and uninterrupted availability of power and fuel for our operations, and any failure to do
so may have an adverse impact on our operations.
4. If we fail to maintain or increase the utilisation levels of our plants, our business, future prospects and financial
performance could be materially and adversely affected.
5. The Securities and Exchange Board of India has issued a show cause notice to one of our Promoters, Sajjan Jindal
and certain members of our Promoter Group, among others, under the provisions of the Securities and Exchange
Board of India Act, 1992, and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices relating to Securities Market) Regulations, 2003, and the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021. Any adverse outcome in relation to such show cause notices, may
impact our reputation and ability to raise funds from capital markets transactions.
6. We do not own the JSW trademark, and our ability to use the trademark, name and logo may be impaired. Any
reputational damage to this trademark or the JSW Group, name or logo could have an adverse effect on our
financial condition, cash flows and results of operations.
7. Our Company, Subsidiaries, Material Joint Venture, Promoters, Directors and Group Companies are involved in
outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact our
business, reputation, financial condition and results of operations.
8. Certain of our subsidiaries and joint ventures have incurred losses in the past. If our subsidiaries and joint ventures
continue to incur losses, we may be required to continue providing financial support to them and our consolidated
results of operations and financial condition could be adversely affected.
9. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay
in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may
have an adverse effect on our Company’s business, financial condition, results of operation and cash flows.

31
 Sr.
Description of Risk
No
10. We depend on our distribution network for the sale and distribution of our products. Any disruption in our
distribution network could adversely affect our business and results of operations.

For further information, see “Risk Factors” beginning on page 39.

Summary of contingent liabilities

The following is a summary table of our contingent liabilities as at March 31, 2024, as indicated in the Restated
Consolidated Financial Information:
(₹ in million)
Particulars Amount as at March 31, 2024
Custom duty(i) 227.03
Excise duty(ii) 67.75
Cess under the Building and other Constructions Workers Act, 1946 (iii) 20.00
VAT(iv) 48.22
Entry tax 0.64
Service tax/ Goods and service tax(v)(vi) 124.90
Income Tax(vii) 540.58
Royalty demand(viii) 11.15
Total 1,040.27
Notes:

(i) Customs duty cases disputes pertaining to import of coal under different chapter headings.
(ii) Excise duty cases includes disputes pertaining to classification of steel, cement, TMT, angle channel, etc used in fabrication of
machinery under different chapter heading.
(iii) Cess related cases pertains to demand of cess under the provisions of the Building and other Construction Act, 1996 by the Department
on employment of outsourced workers by the Group.
(iv) VAT case relates to imposition of penalty on availment of ineligible ITC.
(v) GST cases relate to disallowance of ITC on credit distributed as an ISD.
(vi) Service tax case includes disallowance of Service tax credit availed on GTA and ineligible services.
(vii) Income tax cases include disputes on account of additional depreciation, Interest under Section 14A and Other matters.
(viii) Differential royalty demand based on the highest royalty rate
(ix) There are several other cases which has been determined as remote and hence not been disclosed above.

For details, see “Restated Consolidated Financial Information – Note 38 a) Contingent liabilities” on page 470.

Summary of related party transactions

The summary of related party transactions, as per the requirements under Ind AS 24 – Related Party Disclosures,
entered into by us for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, as derived
from the Restated Consolidated Financial Information are as set out in the table below:
(₹ in million)
Sr. For the year ended For the year ended For the year ended
Particulars
No March 31,2024 March 31,2023 March 31,2022
Purchase of Goods/ Power & Fuel/ Services
1. JSW Cement FZC 2,005.13 - -
2. JSW IP Holdings Private Limited 102.40 83.00 68.70
3. JSW Ispat Special Products Limited - 12.30 3.19
4. JSW Steel Limited 3,383.03 3,505.39 2,099.31
5. JSW Energy Limited 1,017.56 1,744.39 1,461.15
6. JSW Steel Coated Products Limited 40.83 30.95 14.49
7. South-West Mining Limited 1.81 1.60 1.27
8. JSW Dharamtar Port Private Limited 281.95 406.78 49.04
9. Amba River Coke Limited 153.85 222.45 146.60
10. JSW Global Business Solutions Limited 103.26 80.67 77.20
11. JSW Bengaluru Football Club Private 20.00 30.00 20.00
Limited
12. JSW Processors & Traders Private 128.19 177.11 200.96
Limited
13. JSW Power Trading Company Limited 35.38 79.37 45.92
14. Bhushan Power & Steel Limited 421.75 201.08 14.70
15. JSW Structural Metal Decking Limited 0.83 0.84 0.63

32
Sr. For the year ended For the year ended For the year ended
Particulars
No March 31,2024 March 31,2023 March 31,2022
16. Inspire Institute of Sports 1.06 0.90 1.69
17. Everbest Consultancy Service Private 2.43 3.45 0.80
Limited
18. Jindal Sanjeevani Hospital - 0.43 0.84
19. JSW Jaigarh Port Limited 21.04 14.34 -
20. JSW Steel Global Trade PTE Limited - 254.88 -
21. Sapphire Airlines Private Limited 23.58 24.25 -
22. JSW GMR Cricket Private Ltd 5.36 - -
23. JSW Renewable Energy (Cement) 109.02 - -
Limited
24. JSW Shakti Foundation 1.23 - -
25. JSW International Tradecorp Pte Ltd 2,024.29 - -
26. JSW Paints Private Limited 11.09 - -
27. Mangalore Coal Terminal Private 3.13 - -
Limited
28. Heal Foundation 0.07 - -
Total 9,898.27 6,874.18 4,206.49
Lease liability repayment
29. JSW Steel Limited 20.31 22.56 26.60
30. JSW Bengal Steel Limited 16.92 9.63 16.20
31. Descon Limited 8.79 8.09 9.50
32. JSW Realty & Infrastructure Private 7.22 7.75 7.28
Limited
33. Tranquil Homes and Holdings Private 4.62 3.89 5.36
Limited
34. JSW Projects Limited 26.80 15.70 -
Total 84.66 67.62 64.94
Lease Interest cost
35. JSW Steel Limited 9.29 4.81 5.50
36. JSW Bengal Steel Limited 6.78 7.41 8.00
37. Descon Limited 0.71 1.40 2.40
38. JSW Realty & Infrastructure Private 0.98 1.20 1.50
Limited
39. Tranquil Homes and Holdings Private 1.88 2.20 0.10
Limited
40. JSW Projects Limited 1.20 - -
Total 20.84 17.02 17.50
Donation/ CSR expense
41. JSW Foundation - - 1.92
Total - - 1.92
Reimbursement of expenses incurred on our behalf by
42. JSW Steel Limited 816.89 925.79 760.08
43. JSW Realty & Infrastructure Private 0.04 0.27 0.39
Limited
44. JSW Energy Limited 11.31 4.19 42.40
45. JSW IP Holdings Private Limited - 0.86 -
46. Tranquil Homes and Holdings Private - - 0.20
Limited
Total 828.24 931.11 803.07
Sales of Goods / Services :
47. JSW Paints Private Limited 15.72 6.20 6.30
48. JSW Ispat Special Products Limited - - 3.10
49. JSW Steel Limited 1,122.73 1,049.31 1,616.00
50. JSW Steel Coated Products Limited 53.89 52.64 77.70
51. JSW Energy Limited 1.97 0.25 10.60
52. Amba River Coke Limited 10.37 8.79 2.10
53. JSW Dharamtar Port Private Limited 11.14 33.38 18.16
54. JSW Techno Projects Management 13.08 1.05 28.40
Limited
55. JSW Foundation - 2.27 2.71
56. JSW Realty & Infrastructure Private 6.93 8.05 21.10
Limited

33
Sr. For the year ended For the year ended For the year ended
Particulars
No March 31,2024 March 31,2023 March 31,2022
57. Epsilon Carbon Private Limited 31.66 14.11 4.14
58. South-West Mining Limited 12.00 3.54 0.12
59. JSW Vijayanagar Mettalics Limited 760.07 1,172.44 525.61
60. Bhushan Power & Steel Limited 5.22 - 8.30
61. JSW One Distribution Limited 180.06 44.62 0.80
62. Neotrex Steel Private Limited 7.38 9.87 20.13
63. JSW Industrial Gases Private Limited 0.70 - -
64. Brahmani River Pellets Limited 4.99 - -
65. JSW Shipping & Logistics Private 0.40 - -
Limited
66. JSW Projects limited - - 0.21
67. Gopal Traders Private Limited - - 0.30
68. Windsor Residency Private Limited - 0.04 1.09
Total 2,238.31 2,406.56 2,346.87
Interest income/ dividend income
69. JSW Cement FZC 121.90 3.24 -
70. JSW Sports Private Limited 281.30 280.04 295.52
71. JTPM Metal Traders Private Limited 19.00 19.00 19.10
72. Sapphire Airlines Private Limited 3.41 3.13 1.46
73. JSW Global Business Solutions Limited - - 1.98
74. JSW Energy Limited 5.26 4.73 5.46
Total 430.87 310.14 323.52
Interest paid on loan /deposit taken from
75. South-West Mining Limited - 50.62 95.63
Total - 50.62 95.63
Guarantee Commission Income:
76. JSW Cement FZC 32.14 - -
Total 32.14 - -
Recovery of expenses incurred by us on their behalf
77. JSW Paints Private Limited 5.35 6.89 -
78. JSW Energy Limited - 0.75 1.10
79. JSW Bengal Steel Limited 2.54 2.91 2.71
80. JSW Bengaluru Football Club Private - 3.80 5.34
Limited
81. JSW Steel Limited 1.81 2.95 -
82. JSW IP Holdings Private Limited 0.05 - -
83. JSW Infrastructure Limited 1.84 - -
Total 11.59 17.30 9.15
Purchase of Equity Share
84. JSW One Platforms Limited - 306.82 67.20
85. JSW Renewable Energy (Cement) 64.04 - -
Limited
Total 64.04 306.82 67.20
Security deposit given
86. JSW Realty & Infrastructure Private 8.67 15.62 11.84
Limited
87. Sapphire Airlines Private Limited - - 30.00
Total 8.67 15.62 41.84
Security deposit received back
88. JSW Bengal Steel Limited - - 2.80
Total - - 2.80
Capital Advance given
89. JSW Steel Limited 43.10 310.00 946.30
Total 43.10 310.00 946.30
Loan repaid
90. South-West Mining Limited - 500.00 300.00
Total - 500.00 300.00
Investment redemption:
91. JSW Sports Private Limited - 520.00 125.00
Total - 520.00 125.00
Loan repaid by
92. JSW Cement FZC 113.72 - -

34
 Sr. For the year ended For the year ended For the year ended
Particulars
No March 31,2024 March 31,2023 March 31,2022
93. JSW Global Business Solutions Limited - - 18.37
Total 113.72 - 18.37
Loan renewal
94. JSW Cement FZC 1,376.14 - -
95. JTPM Metal Traders Private Limited 200.00 - -
Total 1,576.14 - -
Contribution to post employment benefits entity
96. JSW Cement Employee Gratuity Trust 63.00 20.20 8.00
Total 63.00 20.20 8.00
Notes:

1. JSW Ispat Special Products Limited has been merged with JSW Steel limited with effect from 31st July 2023, hence current year
transactions and balances have been merged with JSW Steel Limited.

For details of the related party transactions and the related party transaction eliminated on consolidation, as per
the requirements under Ind AS 24 ‘Related Party Disclosures’ read with the SEBI ICDR Regulation for the
financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, see “Restated Consolidated Financial
Information – Note 37 Related party disclosure as per Ind AS 24” on page 447.

Financing arrangements

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives (as defined under Companies Act, 2013) have financed the purchase by any other
person of securities of our Company (other than in the normal course of the business of the financing entity) during
a period of six months immediately preceding the date of this Draft Red Herring Prospectus.

Weighted average price at which Equity Shares and Compulsorily Convertible Preference Shares were
acquired by our Promoters and the Selling Shareholders in the last one year preceding the date of this Draft
Red Herring Prospectus

Except as disclosed below, no Equity Shares have been acquired by our Promoters and the Selling Shareholders
in the last one year immediately preceding the date of this Draft Red Herring Prospectus.

Number of Equity Shares of face value

Weighted average price of
Name of ₹10 each acquired in the preceding
acquisition per Equity Share* (₹)
one year
Promoters
Parth Jindal 3,600,000 34.00
Sajjan Jindal 300,000 34.00
Sangita Jindal 300,000 34.00
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,pursuant to their certificate dated August
16, 2024.

There were no CCPS acquired by our Promoters and the Selling Shareholders in the last one year immediately
preceding the date of this Draft Red Herring Prospectus.

Average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders

The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders as on the date of
this Draft Red Herring Prospectus, is:

Number of Equity Shares of

Name Average cost of acquisition per Equity Share (prior to
face value of ₹10 each held
Promoters/Selling conversion of outstanding CCPS) (in ₹)*
as on the date of this Draft
Shareholders
Red Herring Prospectus
Promoters
Adarsh Advisory 882,580,780^ 10.60
Services Private
Limited
Parth Jindal 3,600,000 34.00
Sajjan Jindal 300,000 34.00

35
 Number of Equity Shares of
Name Average cost of acquisition per Equity Share (prior to
face value of ₹10 each held
Promoters/Selling conversion of outstanding CCPS) (in ₹)*
as on the date of this Draft
Shareholders
Red Herring Prospectus
Sangita Jindal 300,000 34.00
Sajjan Jindal Family - NA
Trust
Selling Shareholders
AP Asia - NA
Opportunistic
Holdings Pte. Ltd.**
Synergy Metals - NA
Investments Holding
Limited**
State Bank of India** - NA
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated August
16, 2024.
^ Including Equity Shares held through nominees.
** Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into maximum 245,429,000
Equity Shares pursuant to the terms and conditions of the CCPS and in accordance with Regulation 5(2) of the SEBI ICDR Regulation. Such
maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding
percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription
Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the
filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further details, see “Capital Structure –
Terms of conversion of Preference shares” and “History and Certain Corporate Matters - Shareholders’ agreements” beginning on pages
113 and 304.

Our Promoters do not hold any CCPS as on the date of this Draft Red Herring Prospectus. The average cost of
acquisition of Compulsorily Convertible Preference Shares and the Equity Shares resultant upon conversion of all
CCPS of the Selling Shareholders as on the date of this Draft Red Herring Prospectus, is:

Number of Equity Average cost

Average cost of
Number of Shares of face value of acquisition
acquisition per
Compulsorily of ₹10 each (post per Equity
Name of Selling Compulsorily
Convertible conversion of CCPS, Share (post
Shareholders Convertible
Preference if applicable) CCPS
Preference
Shares held conversion)*^
Shares*(₹)
(₹)
AP Asia Opportunistic 75,000,000 100.00 115,044,844 65.19
Holdings Pte. Ltd.
Synergy Metals Investments 75,000,000 100.00 115,044,844 65.19
Holding Limited
State Bank of India 10,000,000 100.00 15,339,312 65.19
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated August
16, 2024.
^Represents average cost of acquisition of Equity Shares to be issued on conversion of outstanding CCPS, which are assumed to be converted
into a maximum of 245,429,000 Equity Shares.

Weighted average cost of all Equity Shares and Compulsorily Convertible Preference Shares transacted in
the three years, 18 months and one year preceding the date of this Draft Red Herring Prospectus

A. Equity Shares

Weighted average Cap Price is ‘x’ Range of acquisition

cost of acquisition times the weighted price per Equity
Period
per Equity Share (in average cost of Share: lowest price –
₹)*# acquisition** highest price (in ₹)*#
Last one year preceding the date of this 46.56 [●] 34.00-50.58
Draft Red Herring Prospectus
Last 18 months preceding the date of 46.56 [●] 34.00-50.58
this Draft Red Herring Prospectus
Last three years preceding the date of 46.56 [●] 18.56-50.58
this Draft Red Herring Prospectus
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,pursuant to their certificate dated August
16, 2024.
**To be updated on finalization of Price Band.

36
# Includes 32,506,692 Equity Shares allotted to JSW Cement Employees ESOP Trust in calculation of weighted average cost of acquisition
for last 1 year, 18 months and 3 years.

B. Compulsorily Convertible Preference Shares

Range of acquisition
Weighted average Cap Price is ‘x’ times
price per CCPS:
Period cost of acquisition per the weighted average
lowest price –highest
CCPS (in ₹)* cost of acquisition**
price (in ₹)*
Last one year preceding the date of this NA NA NA
Draft Red Herring Prospectus
Last 18 months preceding the date of this NA NA NA
Draft Red Herring Prospectus
Last three years preceding the date of this 100.00 [●] 100.00
Draft Red Herring Prospectus
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,pursuant to their certificate dated August
16, 2024.
**To be updated on finalization of Price Band.

Details of the price at which specified securities were acquired in the last three years immediately preceding
the date of this Draft Red Herring Prospectus by our Promoters, members of our Promoter Group, Selling
Shareholders and Shareholders with right to nominate directors or other special rights

Except as stated below, none of our Promoters and members of our Promoter Group, Selling Shareholders and
Shareholders with right to nominate directors or other special rights have acquired any Equity Shares or CCPS in
the three years immediately preceding the date of this Draft Red Herring Prospectus:

A. Equity Shares

Number of equity
Acquisition price per
Name of Shareholder Date of acquisition shares of face value of
equity share (in ₹)*
₹10 each acquired
Promoters
Parth Jindal March 12, 2024 3,600,000 34.00
Sajjan Jindal March 12, 2024 300,000 34.00
Sangita Jindal March 12, 2024 300,000 34.00
Promoter Group
Virtous Tradecorp Private Limited November 26, 2021 100 18.56
Virtous Tradecorp Private Limited November 26, 2021 100 18.56
Virtous Tradecorp Private Limited November 26, 2021 100 18.56
Virtous Tradecorp Private Limited November 26, 2021 100 18.56
Virtous Tradecorp Private Limited November 26, 2021 100 18.56
Anushree Jindal March 12, 2024 1,200,000 34.00
Tanvi Shete March 12, 2024 750,000 34.00
Tarini Jindal Handa March 12, 2024 750,000 34.00
Nunu Jasani March 22, 2024 1,000,000 34.00
Saket Kanoria March 22, 2024 750,000 34.00
Urmila Kanoria March 22, 2024 750,000 34.00
Uday Jasani May 24, 2024 200,000 34.00
Saroj Bhartia July 26, 2024 217,354 37.75
Sarika Jhunjhunwala July 26, 2024 217,354 37.75
Nirmala Goel July 26, 2024 217,354 37.75
Urmila Bhuwalka July 26, 2024 217,354 37.75
Uday Jasani August 13, 2024 100,000 40.00
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,pursuant to their certificate dated August
16, 2024.

37
B. Compulsorily Convertible Preference Shares

Number of
Acquisition price per
Compulsorily
Compulsorily
Name of Shareholder Date of acquisition Convertible
Convertible Preference
Preference Shares
Shares (in ₹)
acquired
Shareholders holding special rights in our Company, including the right to nominate Director(s) on our Board
Synergy Metals Investments Holding July 28, 2021 50,000,000 100
Limited*
AP Asia Opportunistic Holdings Pte. August 30, 2021 50,000,000 100
Ltd.*
State Bank of India* December 20, 2021 10,000,000 100
AP Asia Opportunistic Holdings Pte. December 22, 2021 25,000,000 100
Ltd.*
Synergy Metals Investments Holding December 22, 2021 25,000,000 100
Limited*
* Also, a Selling Shareholder.

Details of pre-IPO placement

Our Company, in consultation with the BRLMs, may consider further issue of Equity Shares, through a
preferential issue or any other method as may be permitted under the applicable law to any person(s) of up to [●]
Equity Shares for an amount aggregating up to ₹ 4,000.00 million (“Pre-IPO Placement”), prior to filing of the
Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by
our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant
to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the
completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with
the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.

Issue of equity shares of our Company for consideration other than cash in the last one year

Our Company has not issued any equity shares for consideration other than cash in the one year preceding the
date of this Draft Red Herring Prospectus.

Split or consolidation of equity shares in the last one year

Our Company has not undertaken split or consolidation of its equity shares in the one year preceding the date of
this Draft Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by the SEBI

Our Company has not been granted any exemption by SEBI from complying with any provisions of securities
laws, as on the date of this Draft Red Herring Prospectus.

38
 SECTION II - RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below before
making an investment in our Equity Shares.

We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may
not be the only risks relevant to us, our Equity Shares, or the industry in which we currently operate or propose
to operate. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify
the financial or other implications of any of the risks mentioned in this section. If any or a combination of the
following risks actually occur, or if any of the risks that are currently not known or deemed to be not relevant or
material now actually occur or become material in the future, our business, cash flows, prospects, financial
condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you
may lose all or part of your investment. For more details on our business and operations, see “Our Business,”
“Industry Overview,” “Key Regulations and Policies in India,” “Restated Consolidated Financial Information”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on
pages 250, 184, 291, 359 and 495, respectively, as well as other financial information included elsewhere in this
Draft Red Herring Prospectus. In making an investment decision, you must rely on your own examination of our
Company and the terms of the Offer, including the merits and risks involved, and you should consult your tax,
financial and legal advisors about the particular consequences of investing in the Offer. Prospective investors
should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject
to a legal and regulatory environment which may differ in certain respects from that of other countries.

This Draft Red Herring Prospectus also contains information relating to our strategies, future plans and forward-
looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including but
not limited to the considerations described below and elsewhere in this Draft Red Herring Prospectus. For details,
see “Forward-Looking Statements” beginning on page 25.

Some of the information in the following discussion, including information with respect to our business plans and
strategies, contains forward-looking statements that involve risks and uncertainties. You should read “Forward-
Looking Statements” beginning on page 25 and for a discussion of the risks and uncertainties related to those
statements and “Risk Factors” beginning on page 39. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements. Only to the extent explicitly indicated, industry and
market data used in this section has been derived from the report titled ‘Market Review of Cement Sector’ dated
August 2024, prepared and issued by CRISIL (the “CRISIL Report”), commissioned by and paid for by our
Company. The CRISIL Report has been prepared and issued by CRISIL for the purpose of understanding the
industry exclusively in connection with the Issue. Unless otherwise indicated, all financial, operational, industry
and other related information derived from the CRISIL Report and included herein with respect to any particular
fiscal or calendar year, refers to such information for the relevant year. The CRISIL Report will be available on
the website of our Company at the following web-link: https://www.jswcement.in/industry-report from the date of
filing this Draft Red Herring Prospectus until the Bid / Issue Closing Date.

Until March 21, 2023, JSW Cement FZC was a wholly-owned subsidiary of our Company. Effective March 22,
2023, JSW Cement FZC became a joint venture between our Company and Aquarius Global Fund PCC. As a
result, JSW Cement FZC is now reported as a joint venture in our financial statements and is accounted under
the equity method of accounting. However, in the financial statements for Fiscal 2022 and for the period from
April 1, 2022 until March 21, 2023, JSW Cement FZC is consolidated as a wholly-owned subsidiary. Therefore,
our financial statements and operating metrics for Fiscal 2024 are not directly comparable with our financial
statements and operating metrics for Fiscals 2023 and 2022. For more details on the deconsolidation of JSW
Cement FZC see, “History and Certain Corporate Matters – Other material agreements – Shareholders cum joint
venture agreement dated February 6, 2023 amongst our Company, JSW FZC (“JSWCF”) and the Aquarius
Global Fund PCC (“Investor”)(“JV Agreement”)” beginning on page 306.

References in this section to “products” refers to cement, ground granulated blast furnace slag, clinker and allied
cementitious products collectively.

INTERNAL RISKS

39
1. Our business depends on our ability to mine and procure sufficient limestone for our operations. Our
inability to do so on reasonable terms, or at all, could have an adverse impact on our business, financial
condition, and results of operations.

Limestone is the principal raw material for manufacturing clinker which is a key component for cement.
We have four operating limestone mines in India (Nandyal mine in Andhra Pradesh, two limestone mines
in Khatkurbahal in Odisha and Kolkarhiya mine in Madhya Pradesh). In addition, we have the right to
operate two limestone mines in India which will be operationalised in due course (Mudhvay D mine in
Kutch Gujarat and 3B2 mine in Nagaur Rajasthan). We also have letters of intent in relation to four
limestone mines (3D1, 3C1 and 3C2 mines in Naguar Rajasthan; and Satunur mine based on a composite
license in Gulbarga in Karnataka) for which we are yet to enter into mining lease agreements. In addition,
our JV entity – JSW Cement FZC – operates one mine in Fujairah, United Arab Emirates. The table below
highlights the total limestone utilised from the operational limestone mines in India and Fujairah, for the
periods indicated:
(in MMT unless otherwise indicated)
Fiscal
2024 2023 2022
Particulars
Volume (in % of total Volume (in % of total Volume (in % of total
MMT) limestone MMT) limestone MMT) limestone
utilised utilised utilised
Limestone utilised – India 4.49 71.84% 2.12 59.72% 2.62 64.69%
Limestone utilised – Fujairah 1.76 28.16% 1.43 40.28% 1.43 35.31%
Total limestone utilised 6.25 100.00% 3.55 100.00% 4.05 100.00%
___________
Note: The clinker facility at the Nandyal plant was shut for part of Fiscal 2023, to support the clinker capacity expansion. As a result,
the limestone utilised from the Nandyal mine decreased in Fiscal 2023 compared to Fiscal 2022 and 2024.

With respect to our operational mines in India, we have entered into long-term leases of 50 years under the
Mines and Minerals (Development and Regulation) Act, 1957, as amended (“MMDR Act”) with the
governments of the states in which our limestone mines are located. On the expiry of lease period, the
limestone mine lease is put up for auction. For the mine in Fujairah, JSW Cement FZC has a right to mine
limestone and rock clay under the Contract for Exploitation of Quarry Site and Construction of Clinker
Production Plant with Fujairah Natural Resources Corporation (“FNRC”) dated October 30, 2017
(“Fujairah Mine Agreement”), which has a term of 25 years and a quarry extraction permission which is
renewed annually. The following table highlights the remaining lease terms of our operating mines in India
and UAE:
(in MMT unless otherwise indicated)
Residual reserves as of March 31, Remaining lease term
Operational Mines in India and UAE
2024 as of March 31, 2024
JSW Nandyal mine 111.05 34 years
Shiva -Khatkurbahal mine 62.93 17 years and nine months
Shiva - Khatkurbahal (North) mine 53.36 48 years and seven months
Kolkarhiya mine 137.98 41 years and six months
Fujairah mine 269.14 18 years six months

While entering into a lease agreement, we provide performance securities in the form of bank guarantees
which can be encashed if we fail to perform our obligations under the agreements. As of March 31, 2024,
we have provided an aggregate of ₹4,940.82 million in bank guarantees, which are outstanding as of the
said date, under our mining leases in India. While there have been no instances in the past three Fiscals that
has resulted in the performance securities being encashed or the agreement being terminated, our failure to
meet contractual obligations could adversely impact our mining operations and our mining rights may be
withdrawn. Additionally, the Fujairah Mine Agreement may be terminated by FNRC at any time without
judicial recourse if the quarry site is allocated to the Fujairah Government or for another government
purpose. Similarly, the governments in India can also exercise their right to pre-emption, i.e., acquire the
mine by giving us a notice for the mines in India. If these events were to occur, our operations may be
adversely affected. Further, if we are unable to successfully operationalise limestone mines that are
currently not operational in a timely manner or at all our expansion plans could be delayed, which in turn
could have an adverse impact on our results of operations. For details of our limestone mines, see “Our
Business - Raw Materials – Limestone” beginning on page 277. For risks related to the royalty paid under
our lease agreements, see “– 35. We are required to pay royalties to the state governments for our mining

40
 operations. Our failure to pay these royalty amounts or an increase in the royalty rates could adversely
impact our operations” beginning on page 67.

Further, there are certain ongoing legal proceedings which may impact our mining operations. For example,
in relation to the Nandyal mine, we received a notification dated September 19, 2009 from the special
collector of the Srisailam Project in Kurnool to acquire land located near the mine for a canal excavation
project. We have filed a petition before the High Court of Andhra Pradesh to declare this notification
invalid. The proposed canal excavation plans could adversely impact our operations at the Nandyal mine
and disrupt the supply of limestone to the Nandyal plant, which is our largest plant in terms of installed
capacity as of March 31, 2024. Additionally, on October 23, 2010, we received a letter of intent from the
Department of Mines and Geology in the state of Karnataka indicating that we were entitled to receive a
mining lease with respect to a mine in Chittapur, Karnataka. However, the Government of Karnataka did
not enter into a mining lease deed with us. We filed a writ petition before the High Court of Karnataka
challenging the government’s decision. For further details, see “Outstanding Litigation and Material
Developments” beginning on page 536. As these matters are currently ongoing, we cannot assure you that
these petitions will be decided in our favour. Any disruptions to the operations at our limestone mines may
impact our operations, financial condition and results of operations.

2. We are significantly dependent on JSW Steel Limited and its subsidiaries, our related parties, for the
supply of blast furnace slag (90.93% of total blast furnace slag consumed in Fiscal 2024), which is a key
additive raw material used for manufacturing green cementitious products such as ground granulated
blast furnace slag and blended cement. The loss of one or more such suppliers could adversely affect
our business, results of operations, financial condition, and cash flows.

We primarily depend on JSW Steel Limited and its subsidiaries, our related parties, for the supply of blast
furnace slag. Blast furnace slag is a key additive raw material used to manufacture blended cement products
(portland slag cement (“PSC”), portland composite cement (“PCC”) and others) and ground granulated
blast furnace slag (“GGBS”), which we call green cementitious products. Green cementitious products
constitute a majority of our product sales as indicated in the table below. Blast furnace slag is obtained as
a by-product of steel manufacturing process. The table below provides an overview of the volume of green
cementitious products sold as a percentage of the total volume of products sold for the periods indicated:

(in MMT unless otherwise indicated)

Source Fiscal
2024 2023 2022
Volume of green cementitious products sold(1) 10.11 8.66 7.72
Total Volume Sold(2) 12.53 10.50 9.69
Green cementitious products sold as % of Total Volume Sold (in %) 80.68% 82.49% 79.58%

(1) Includes blended cement and GGBS.

(2) Computed as sum of Cement Volume Sold, GGBS Volume Sold and Clinker Volume Sold, and includes the amounts with respect
to JSW Cement FZC.

The table below provides an overview of the blast furnace slag consumed for the periods indicated:

(as % of volume of blast furnace slag consumed during the period)

Fiscal
Source of Blast Furnace Slag
2024 2023 2022
From JSW Steel Limited (and its subsidiaries) through contracts 90.93% 88.77% 82.19%
From third-party steel producer through contracts 8.07% 10.43% 15.08%
From other sources at spot rates 1.00% 0.80% 2.73%

We source slag from JSW Steel Limited and its two subsidiaries i.e., Bhushan Power and Steel Limited
and JSW Vijayanagar Metallics Limited under long-term contracts of five years each, dated August 7, 2024,
August 8, 2024 and August 7, 2024, respectively. Under the terms of these agreements, slag is supplied to
our Company at a fixed rate with annual revisions based on wholesale-price index (PSC) and export price
parity. Under the agreements entered into with JSW Steel Limited and JSW Vijayanagar Metallics Limited,
we have agreed to purchase the entire inventory of slag generated at their steel plants. Similarly, under the
agreement with Bhushan Power and Steel Limited, we have agreed to purchase a monthly minimum
quantity of the slag generated at its steel plant. While we have not had such instances in the past three
Fiscals, if we fail to purchase the specified quantities of slag from JSW Steel Limited, JSW Vijayanagar
Metallics Limited and Bhushan Power and Steel Limited, we are contractually required to monetarily

41
 compensate an amount equal to the sale price per tonne for the slag not purchased. While we currently do
not have conflicts of interests with suppliers of our raw materials, we source a sizeable portion of blast
furnace slag from related parties. There is no assurance that conflicts of interest will not arise between our
Company and these steel suppliers in the future, given that these are our related parties if they decide to
sell their steel slag to third-parties. Such conflicts of interest could negatively impact our business and
prospects.

We also source majority of our remaining slag requirements from another steel manufacturing company,
based in East India under a long-term contract of three years dated April 1, 2022, which can be renewed
for another period of three years as mutually agreed between the parties. Under the terms of the agreement
with the third-party supplier, we have agreed to purchase an agreed quantity of slag at a fixed rate which is
subject to revisions on mutually agreed terms. Any significant increase in the cost of slag could increase
our costs of manufacturing green cementitious products, and in turn have an adverse impact on our
operations, financial condition, and results of operations. Additionally, there is no assurance that we will
be able to renew our contracts with the supplier on commercially acceptable terms or at all or procure slag
sufficient for our operations and may need to increase our dependence on other third-party suppliers on
terms that may not be as favourable to us.

3. We depend on adequate and uninterrupted availability of power and fuel for our operations, and any
failure to do so may have an adverse impact on our operations.

The cement industry is power-intensive, and we require adequate and uninterrupted supply of power and
fuel for our operations. We use coal and petcoke as fuel for our operations such as manufacturing clinker
and processing raw materials. We source power needed by our plants from thermal power plants, waste
heat recovery system (“WHRS”) power generation units, solar power plants and state electricity boards.
The table below sets forth a summary of the source of our power requirements in India for the period
indicated:
(as % of our power requirements in India)
Fiscal
Source of Power
2024 2023 2022
State electricity boards 61.42% 92.89% 62.16%
Thermal power plants 23.57% 3.31% 34.20%
WHRS power generation units (1) 7.86% - -
Solar power plants 7.15% 3.80% 3.64%
_________
(1) We installed WHRS at our Nandyal plant and at the Shiva Cement Limited clinker unit. In WRHS, waste heat available in the
exhaust gases is recovered and used for drying the moisture in the raw material and coal and to generate power.

Given that a majority portion of our power requirements are met through state electricity boards, any
fluctuation in supply, tariff changes, changes in government policies, regulations, etc can impact our
operations. The table below sets forth our power and fuel expenses for the periods indicated:

(in ₹ million unless otherwise indicated)

Fiscal
Particulars
2024 2023 2022
Power and fuel expenses 9,903.30 10,323.52 7,591.38
Increase in power and fuel expenses (in % - year on year) (4.07) % 35.99% NA
Power and fuel expenses as a percentage of revenue from 16.43% 17.69% 16.26%
operations (in %)

Given that power and fuel cost comprise a significant proportion of our total expenses, any increase in such
costs could impact our profitability and margins. For example, in Fiscal 2023 our cost of fuel increased
primarily due to an increase in global fuel prices resulting from the Russia-Ukraine war. However, these
costs decreased in Fiscal 2024 in line with a decrease in global fuel prices. Further, there may be disruptions
in power supply due to natural calamities or scarcity of fuel supply at our plants from time to time. While
we have not faced any such instances in the last three Fiscals other than in the ordinary course of business
and we have back up diesel generator sets to power our plants for limited periods of time, prolonged
disruptions in the availability of power and fuel could require us to suspend our operations.

In order to reduce our future exposure to the price volatility in power and fuel, in 2023, we bid for and were
declared the successful bidder to operate the Marwatola VI coal block in Madhya Pradesh which had
residual reserves of 30.03 MMT as of March 31, 2024. Under the terms of the coal block development and

42
 production agreement dated March 29, 2023, we are entitled to take possession of the Marwatola VI coal
block. While we expect to commence operations at the coal block, there is no assurance that we will be
able to successfully operate the coal block and realise the cost benefits we expect. Further, we have no
experience in operating a coal block and may incur additional expenses as we commence operations.

4. If we fail to maintain or increase the utilisation levels of our plants, our business, future prospects and
financial performance could be materially and adversely affected.

The capacity utilisation of our plants is affected by various factors, including the availability of raw
materials, demand from our customers, our ability to manage inventory and implement our growth strategy
of improving operational efficiency and industry and market conditions. The following table provides
details of the Installed Clinker Capacity as of March 31, 2024, 2023 and 2022 and Clinker Capacity
Utilisation of the clinker units for Fiscals 2024, 2023 and 2022:
(in MMTPA unless otherwise indicated)
Installed
Installed Installed
Clinker Clinker Clinker Clinker
Clinker Clinker
Capacity Capacity(1) Capacity Capacity
Plant Plant Capacity(1) Capacity(1)
Region Utilisation(2) as of Utilisation(2) Utilisation(2)
name type as of as of
in Fiscal March 31, in Fiscal in Fiscal
March 31, March 31,
2024 (in %) 2023 2023 (in %) 2022 (in %)
2024 2022
Nandyal Integrated South 2.81 79.94% 2.81 68.76% 2.15 89.28%
unit
Shiva Clinker East 1.32 73.14% 1.32 44.57% 0.17 3.42%
Cement unit
Limited
Total (India) 4.13 77.76% 4.13 66.22% 2.31 83.14%
JSW Clinker UAE 2.31 114.14%(3) 0.99 109.29%(3) 0.99 108.43%(3)
Cement unit (serving
FZC(4) West
India)
Total 6.44 84.81% 5.12 78.78% 3.30 90.73%
(overall)
________
Source: Certificate from the Independent Chartered Engineer, K. Dhanapathi Rao dated August 16, 2024.
(1)
Installed Clinker Capacity is calculated based on the rated capacity of the plant and assumption of 330 days operation.
(2)
Clinker Capacity Utilisation is computed as Clinker production divided by Installed Clinker Capacity available during the year,
which is pro-rated based on the date of commissioning.
(3)
In Fiscals 2022, 2023 and 2024, our Installed Capacity Utilisation at JSW FZC Cement was above 100% as we were able to
operate at higher than the rated capacity and operate for more than the assumed days of operations during those periods.
(4)
Including 1.32 MTPA clinker expansion under commissioning in JSW Cement FZC.

The following table provides details of the Installed Grinding Capacity as of March 31, 2024, 2023 and
2022 and Grinding Capacity Utilisation of the grinding units for Fiscals 2024, 2023 and 2022:

(in MMTPA unless otherwise indicated)

Installed Installed Installed
Grinding Grinding Grinding
Grinding Grinding Grinding
Capacity Capacity Capacity
Plant Capacity(1) Capacity(1) Capacity (2)
Plant name Region Utilisation(2) Utilisation(2) Utilisation(3)
type as of as of as of
in Fiscal in Fiscal in Fiscal
March 31, March 31, March 31,
2024 (in %) 2023 (in %) 2022 (in %)
2024 2023 2022
Integrated
Nandyal South 4.20 51.47% 4.20 40.55% 4.20 40.49%
unit
Grinding
Vijayanagar South 6.00(3) 104.94% (4) 4.00 89.34% 4.00 81.03%
unit
Grinding
Salem (5) South 0.80 72.34% 0.80 41.87% 0.00 0.00%
unit
Grinding
Dolvi West 4.50 70.91% 2.50 77.83% 2.50 73.59%
unit
Grinding
Salboni East 3.60 49.78% 3.60 46.37% 2.40 62.87%
unit
Grinding
Jajpur East 1.50 43.61% 1.20 46.26% 1.20 42.50%
unit

43
 Installed Installed Installed
Grinding Grinding Grinding
Grinding Grinding Grinding
Capacity Capacity Capacity
Plant Capacity(1) Capacity(1) Capacity(2)
Plant name Region Utilisation(2) Utilisation(2) Utilisation(3)
type as of as of as of
in Fiscal in Fiscal in Fiscal
March 31, March 31, March 31,
2024 (in %) 2023 (in %) 2022 (in %)
2024 2023 2022
Integrated
unit
Shiva
(converted
Cement East 0.00 0.00% 0.00 0.00% 0.25 4.74%
into a
Limited (6)
clinker
unit)
Total 20.60 67.50% 16.30 60.37% 14.55 60.51%
________
Source: Certificate from the Independent Chartered Engineer, K. Dhanapathi Rao dated August 16, 2024.
(1) Installed Grinding Capacity is calculated based on the rated capacity of the plant and assumption of 330 days operation.
(2) Grinding Capacity Utilisation is computed as Total Cementitious Saleable Production - cement + GGBS (MMT) divided by
Installed Grinding Capacity available during the year, which is pro-rated based on the date of commissioning.
(3) Includes 1.50 MTPA Installed Grinding Capacity at Vijayanagar for which we have applied for a CTO.
(4) In Fiscal 2024, our Grinding Capacity Utilisation at Vijayanagar unit was above 100% as we were able to operate at higher
than the rated capacity and operate for more than the assumed days of operations during the year.
(5) Salem grinding unit was commissioned in Fiscal 2023.
(6) A new clinker unit was set up at Shiva Cement Limited which started commercial production on June 30, 2023. As the grinding
capacity has been dismantled, the installed capacity and capacity utilisation is nil as of March 31, 2024 and March 31, 2023.

In the event we are unable to utilize our available capacity to serve our customers, we could continue to
experience low levels of utilization which could have a material adverse effect on our business and financial
condition. Our inability to maintain or increase our current capacity utilisation levels may have an adverse
impact on our business, results of operations and cash flows. Utilisation is also impacted by shutdowns of
our plants. We undertake planned shutdowns of our plants to undertake maintenance. In addition to our
annual planned shutdowns, we periodically shutdown our plants to expand our capabilities. For example,
in Fiscal 2023, there was a planned shutdown of the kiln at the Nandyal plant to support the expansion of
the clinker capacity at the plant. Before this expansion and during this period, we sourced clinker from
domestic and global third-party suppliers and were subject to price volatility with increasing global clinker
prices and fluctuating shipping costs. While we have significantly reduced our third-party clinker purchases
in Fiscal 2024, we may source clinker from third parties in the future as we expand our operations or due
to shutdowns of our plants and may be subject to price volatility. As another example, the operations at the
Shiva Cement manufacturing facility were suspended (planned) from June 2021 until January 2023 for the
construction of the clinker unit. While we have been able to complete our planned maintenance works as
planned and on schedule, if we are unable to complete the planned maintenance or expansion of our
capabilities on time, our plant utilisation levels may be impacted.

Further, three of our grinding units are located in South India which constituted 53.40%, 55.21% and
56.35% of our Installed Grinding Capacity as on March 31, 2024, March 31, 2023 and March 31, 2022
respectively, and we also have plants in East and West India. Our business and results of operations
therefore depend on the economic growth in these regions. For example, according to the CRISIL Report,
capacity utilisation in the south is the lowest, owing to a wide gap between capacity and production over
the years. Utilisation levels in southern region of India improved to approximately 59% in Fiscal 2023 due
to enhanced demand from the infrastructure and housing sectors and moderate capacity additions, according
to the CRISIL Report. In Fiscal 2024, this region breached the 60% mark for the first time in a decade as
demand growth accelerated, according to the CRISIL Report. While utilisation in the south is expected to
remain stable in Fiscal 2025, owing to moderation in demand growth coupled with higher capacity addition,
according to the CRISIL Report. Any slowdown in the economy of these regions, and particularly the demand
for housing and infrastructure could negatively affect our business and results of operations. While we have
not been adversely impacted by such events in the past, the future occurrence of, or our inability to effectively
respond to, any such events or effectively manage the competition in the region, could have an adverse
effect on our business, results of operations, financial condition, cash flows and future business prospects.

5. The Securities and Exchange Board of India has issued a show cause notice to one of our Promoters,
Sajjan Jindal and certain members of our Promoter Group, among others, under the provisions of the
Securities and Exchange Board of India Act, 1992, and the Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003,
and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. Any
adverse outcome in relation to such show cause notices, may impact our reputation and ability to raise

44
 funds from capital markets transactions.

A show cause notice dated March 18, 2024 (“SCN”) was issued to Hexa Tradex Limited (“HTL”), a
member of our Promoter Group and its directors, as well as certain other members of our Promoter Group
namely, Prithvi Raj Jindal, Naveen Jindal, Ratan Jindal, Virtuous Tradecorp Private Limited, OPJ Trading
Private Limited, Sahyog Holding Private Limited and Siddeshwari Tradex Private Limited as well as one
of our Promoters, Sajjan Jindal by SEBI, under sections 11(1), 11(4), 11(4A), 11B(1), 11B(2), read with
section 15A(b) and section 15HA of the SEBI Act, 1992, Section 23A(a) of the Securities Contracts
Regulation Act, 1956 read with Rule 4(1) of the SEBI (Procedure for Holding Inquiry and Imposing
Penalties) Rules 1995, and Rule 4(1) of the Securities Contracts Regulations (Procedure for Holding
Inquiry and Imposing Penalties) Rules, 2005. Such SCN was issued for transactions involving HTL,
including transfer of investments held by Hexa Securities and Finance Company Limited (a subsidiary of
HTL) to certain Promoter Group entities, for the purpose of realignment and reorganisation within the
group (“Transactions”). One of our Promoters, Sajjan Jindal and Prithvi Raj Jindal, a member of our
Promoter Group on account of being a director on the board of HTL have been named in the SCN for,
allegedly aiding and facilitating such transactions and violating, among others, the provisions of the SEBI
Act, 1992, and the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003. Sajjan Jindal and certain members of our Promoter Group have submitted their
replies dated June 24, 2024 to SEBI contesting the SCN on merits, among others, that all the Transactions
were in due compliance with the applicable laws, and they have also filed settlement applications dated
May 16, 2024 to bring an expeditious closure to the matter. While the matter is currently pending with
SEBI, any unfavourable outcome could adversely impact our reputation or ability to undertake capital
market transactions. For further details, see “Outstanding Litigation and Material Developments –
Litigation involving our Promoters – Actions by statutory or regulatory authorities against our Promoters”
beginning on page 544.

Additionally, a show cause notice dated October 17, 2023 (“SCN”) was issued to inter alia HTL,
Siddeshwari Tradex Private Limited, Innox Global Multiventures Private Limited, Opelina Sustainable
Services Private Limited and JSL Limited (collectively, the “Promoter Group Entities”) by SEBI, under
Rule 4(1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 for violation of
Regulations 10(3), 28 (2) and (3) of the Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 (“Delisting Regulations”) by HTL and violation of Regulation 15 (2) of Delisting
Regulations by Promoter Group Entities.

The Promoter Group Entities had made an initial public announcement for voluntary delisting of equity
shares of HTL. The SCN alleged inter alia that HTL passed an incorrect board resolution and the Promoter
Group Entities had made incorrect disclosure in the detailed public announcement, by failing to disclose
the details of a proceeding initiated by SEBI against HTL and some of its promoters, for inadvertent
classification of a promoter entity of HTL as a public shareholder in the past. HTL and Promoter Group
Entities submitted their replies on merits contending inter-alia that there was no violation of the Delisting
Regulations as on the date of the board resolution /DPA. The Adjudicating Officer, SEBI vide its Order
dated June 18, 2024 (“Order”) has inter alia imposed penalty of ₹ 0.50 million each on HTL and each of
the Promoter Group Entities. HTL and the Promoter Group Entities have paid the penalty and are in the
process of filing appeal(s) against the Order before Securities Appellate Tribunal.

We cannot assure you that we, our directors, promoters, members of promoter group and group companies
will not be subject to regulatory actions in the future in case of any non-compliance with applicable laws.
Any adverse outcomes in relation to such matters could adversely impact our reputation and our ability to
undertake capital market transactions.

6. We do not own the JSW trademark, and our ability to use the trademark, name and logo may be impaired.
Any reputational damage to this trademark or the JSW Group, name or logo could have an adverse
effect on our financial condition, cash flows and results of operations.

The “JSW” trademark, name, and logo and variations thereof (“JSW Brand”) and its related reputation is
key to our business. However, the trademark and brand do not belong to us. We use the trademark and
brand under the terms of a JSW Brand Equity and Business Promotion Agreement dated October 8, 2014
(“Brand Equity Agreement”) entered into between our Company and JSW IP Holdings Private Limited
(“JSWIPHPL”), deed of adherence dated May 14, 2024 entered into by our Subsidiary JSW Green Cement
Private Limited (“DOA”) and JSW brand license agreement dated August 13, 2024 between JSWIPHPL

45
 and JSW Cement FZC (“FZC Agreement”). In terms of the Brand Equity Agreement and the DoA, our
Company and JSW Green Cement Private Limited are entitled to use the JSW Brand for a non-refundable
royalty fee payment that is equivalent to 0.25% of our standalone quarterly net turnover and the quarterly
net turnover of our Company and our Subsidiary, JSW Green Cement Private Limited (“Royalty”). In
terms of the FZC Agreement, JSW Cement FZC is liable to pay a non-refundable royalty fee of 0.25% of
the quarterly audited/management certified net sales of JSW Cement FZC, however if JSW Cement FZC
is not net profit positive for a given financial year, a nominal license fee of the AED equivalent of ₹ 0.03
million shall be paid to JSWIPHPL. Additionally, our Company entered into a deed of assignment of
trademark with JSWIPHPL dated June 29, 2023 to assign the entire right, title, claim and interest in certain
trademarks in relation to the JSW brand including the current logo of our Company to JSWIPHPL for a
sum of ₹ 0.05 million. For further information on this arrangement, see “History and Certain Corporate
Matters - Other material agreements” and “Our Promoters and Promoter Group – Interests of Promoters”
beginning on pages 306 and 351, respectively.

If JSWIPHPL withdraws, refuses to renew, or terminates this Brand Equity Agreement or the FZC
Agreement, we will not be able to use the JSW Brand in connection with our business and consequently,
we may be unable to capitalise on the brand recognition associated with the JSW Group. Furthermore, the
JSW Brand could be adversely affected on account of any action or inaction of other entities using the JSW
Brand, losses incurred by such entities or regulatory actions against such entities or individuals associated
with the JSW Group including our Promoters. Furthermore, any damage to this trademark, name or logo,
could attract public scrutiny and negative media attention. While no such instances of negative publicity
have occurred in the past three Fiscals, any negative publicity or perception about the JSW Group’s
business practices, whether true or not, could damage the JSW Group’s reputation, which could adversely
affect our ability to attract and retain customers, partners, suppliers, and employees. This could result in a
loss of revenue and market share, as well as increased legal, regulatory, and public relations costs, which
could have an adverse effect on our financial condition, cash flows and results of operations.

7. Our Company, Subsidiaries, Material Joint Venture, Promoters, Directors and Group Companies are
involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may
adversely impact our business, reputation, financial condition and results of operations.

In the ordinary course of business, our Company, Subsidiaries, Material Joint Venture, the individual
Promoters and Directors are involved in certain legal proceedings which are pending at different levels of
adjudication before various courts and tribunals. For further details, see “Outstanding Litigation and
Material Developments” beginning on page 536. Further, certain Group Companies in their ordinary course
of its business, received certain queries from SEBI under various provisions of the SEBI Act, 1992 and/or
SEBI (Prohibition of Insider Trading) Regulations, 1992 and who have duly responded to all such queries
and have not received any further communication from SEBI. The summary of outstanding litigation set
out below includes details of criminal proceedings, tax proceedings, statutory and regulatory actions
including disciplinary actions by the SEBI or stock exchanges and material pending civil litigation. Our
Company has adopted a Materiality Policy for disclosure of relevant outstanding litigations involving our
Company, Subsidiaries, Material Joint Venture, Group Companies, Directors or Promoters. For further
details, see “Outstanding Litigation and Material Developments” on page 536.

The table below lists out the details of the litigations disclosed in the Draft Red Herring Prospectus in
accordance with our Materiality Policy:
(in ₹ million unless otherwise indicated)
Disciplinary
Statutory
actions by the Aggregate
Tax or Other
Criminal SEBI or stock amount
Name of entity proceeding regulatory material
proceedings exchanges involved*
s proceeding proceedings
against our (₹ in million)
s
Promoters
Company**
By our Company 87 9 NA NA 1 76.19
Against our - 42 5 - 1,172.05
Company
Directors
By our Directors - 1 NA NA - -
Against our - - 3 - - 4.00
Directors

46
 Disciplinary
Statutory
actions by the Aggregate
Tax or Other
Criminal SEBI or stock amount
Name of entity proceeding regulatory material
proceedings exchanges involved*
s proceeding proceedings
against our (₹ in million)
s
Promoters
Promoters**^
By our Promoters - NA NA NA - -
Against our - 1 1 - - 3,021.30#
Promoters
Subsidiaries**
By our 40 NA NA NA - 7.87
Subsidiaries
Against our - 14 1 - 319.78
Subsidiaries
Material Joint Venture
By our Material - NA NA NA 1 10.59
Joint Venture
Against our - - - - -
Material Joint
Venture
Group Companies
By our Group NA 1 801.08
Companies
Against our Group 2 798.03
Companies
____________
*
To the extent quantifiable.
^ Does not include matters involving our Directors who are also Promoters.
#
The case is an appeal filed by the Commissioner of Central Excise and Service Tax, Goa (“CCEST”), before the Supreme Court of
India, against JSW Steel Limited, one of our Group Companies, and Sajjan Jindal, our Individual Promoter, Sajjan Jindal is a co-
noticee in the case and there are no claims against him in this matter. The matter is an appeal filed by CCEST against the order of
the Customs, Excise and Service Tax Appellate Tribunal.
** Does not include matters where our Company, our Subsidiaries or our Promoters have not received notice, summons or other
documents.

Involvement in such proceedings could divert our management’s time and attention and consume financial
resources. We cannot assure you that these legal proceedings will be decided in our favour and that no
further liability will arise out of these proceedings. An adverse outcome in any of these proceedings, either
individually or in the aggregate, may affect our reputation, business operations, financial condition and
results of operations.

8. Certain of our subsidiaries and joint ventures have incurred losses in the past. If our subsidiaries and
joint ventures continue to incur losses, we may be required to continue providing financial support to
them and our consolidated results of operations and financial condition could be adversely affected.

The following subsidiaries and joint ventures have incurred losses for the periods indicated:
(in ₹ million)
Profit/(Loss) after tax(2)
Entity Name Category Fiscal
2024 2023 2022
Shiva Cement Limited Subsidiary (683.25) (804.70) (255.19)
JSW Green Cement Limited Subsidiary (29.15) (50.76) (0.34)
Utkarsh Transport Private Subsidiary (176.25) (40.93) (45.29)
Limited
JSW One Platforms Limited Joint Venture (2,270.13) (838.13) (452.85)
JSW Cement FZC(1) Joint (808.20) (492.43) (400.56)
Venture/subsidiary
___________________
(1) Effective March 22, 2023, we reduced our equity interest in JSW Cement FZC and JSW Cement FZC became a joint venture
with Aquarius Global Fund PCC. Until March 21, 2023 JSW Cement FZC was our subsidiary.
(2) Represents losses for 100% equity interest in the respective subsidiary or joint venture.

In the event our subsidiaries and JVs continue to incur losses, we may need to provide financial support to
such entities and our consolidated results of operations and financial condition will be adversely affected.
Further, we may not be able to recover our investment in such entities. We have, over time, also provided

47
 corporate guarantees on behalf of our subsidiaries and joint ventures. The details of financial guarantees
issued by our Company to banks on behalf of and in respect of loan facilities availed by our subsidiaries/
joint ventures is set forth below:
(in ₹ million)
Fiscal
Entity Name Category
2024 2023 2022
Guarantees for loans taken by Shiva Cement Subsidiary 8,500.00 10,660.00 10,660.00
Limited
Guarantees for loans taken by JSW Cement Joint Venture 14,110.00 14,110.00 6,525.00
FZC

Further, our Company has given loans to JSW Cement FZC for general corporate purposes and the
outstanding balance as of March 31, 2024 was ₹1,376.14 million. These loans are unsecured and carry an
interest rate ranging from 8.15% to 8.96% per annum and repayable within a period of one to three years.
While we have not had such instances in the past three years, in the event that our subsidiaries and/or JVs
are unable to repay their debt in a timely manner, our Company may be required to repay their lenders as
the corporate guarantor under the relevant financing agreements or we may not be able to recover the loans
given by us to such entities. Such additional financial obligations may adversely affect our financial
condition and results of operation. For further details, see “Financial Indebtedness” beginning on page
526.

9. There have been certain instances of delays in payment of statutory dues by our Company in the past.
Any delay in payment of statutory dues by our Company in future, may result in the imposition of
penalties and in turn may have an adverse effect on our Company’s business, financial condition, results
of operation and cash flows.

Our Company is required to pay certain statutory dues including provident fund contributions and employee
state insurance contributions as indicated in the tables below. The table below sets forth the details of the
statutory dues paid by our Company, including in relation to our employees for the periods indicated below:

(₹ million, unless otherwise indicated)

Fiscal
2024 2023 2022
Nature of
No of (1 No of (1 No of
Payment Total Unpaid Total Unpaid Total Unpaid(1
employee Paid ) employee Paid ) employee Paid )
Dues Dues Dues
s s s
Employees 74 0.53 0.53 - 85 0.54 0.54 - 127 0.62 0.62 -
State
Insurance
Gratuity 1,434 9.52 9.52 - 1,441 18.59 18.59 - 1,343 11.43 11.43 -
Provident 1,950 206.59 205.95 0.64 1,884 181.00 180.16 0.84 1,585 152.51 152.51 -
Fund(2)(3)
Professiona 1,873 3.92 3.91 0.01 1,830 3.50 3.50 0.00 1,585 3.09 3.05 0.04
l Tax(3)
Tax 1,036 417.34 417.34 - 1,058 405.75 405.75 - 966 350.78 350.78 -
deducted at
source on
salary
Labour 619 0.01 0.00 0.01 435 0.01 - 0.01 552 0.02 0.02 -
Welfare
Fund
Goods and N/A 16,319.8 16,319.8 - N/A 12,767.5 12,767.5 - N/A 11,681.2 11,681.2 -
Service 6 6 1 1 4 4
Tax
Tax N/A 759.96 759.96 - N/A 628.68 628.68 - N/A 552.17 552.17 -
deducted at
source
other than
on Salary
Total 17,717.7 17,717.0 0.66 14,005.5 14,004.7 0.85 12,751.8 12,751.8 0.04
3 7 8 3 5 1
(1) Statutory dues pertaining to the month of March which were outstanding as of March 31 of each year have been paid
subsequently before the applicable due dates.
(2) Total number of employees for whom Provident Fund was deducted and paid includes employees joined and resigned during
that year.

48
 (3) The difference in the count of Provident Fund and professional tax employees each year in primarily due to non-applicability
of professional tax in certain states in India and differences in threshold limit of employees’ salaries.

The table below sets out details of the delays in statutory dues payable by our company:

(₹ million, unless otherwise indicated)

Fiscal
2024 2023 2022
Nature of Statutory Amount Amount Amount
Dues for which for which for which
Number of Number of Number of
payment payment payment
days days days
was was was
delayed delayed delayed
Provident Fund(1) 0.35 22 to 207 0.00 9 to 55 - -
Professional Tax(2) 0.15 1 to 38 0.74 1 to 152 - -
Tax deducted at source on 0.04 1 to 132 0.04 1 to 4 0.04 1 to 71
salary(2)
Labour Welfare Fund(2) 0.01 3 to 47 0.01 27 0.01 27
Goods and Service Tax(2) - - 1.69 1 to 4 - -
Tax deducted at source 3.03 1 to 132 1.12 1 to 30 6.74 1 to 132
other than on Salary(3)
(1) Delays primarily due to issues relating to matching Aadhar number with other applicable identification numbers.
(2) Delays primarily due to technical issues with the filing portals or internal systems.
(3) Delays primarily due to late receipt of bills and bookings.

If we are unable to pay our statutory dues on time, we could we subject to penalties which could impact
our financial condition and results of operations.

10. We depend on our distribution network for the sale and distribution of our products. Any disruption in
our distribution network could adversely affect our business and results of operations.

We distribute our products through two channels – (i) the trade channel which refers to the sale of our
cement and allied cementitious products to our end customers comprising individual home builders and
contractors and other builders through a network of dealers and sub-dealers; and (ii) the non-trade channel
which refers to the sale of all our products directly to large institutional customers. The table below provides
the percentage of products sold through the two channels for the periods indicated:

(in MMT unless otherwise indicated)

Fiscal
Sales channels 2024 2023 2022
Sales % of Sales % of Sales % of
Volume Volume Volume Volume Volume Volume
Sold Sold Sold
Cement sales through the trade channel 3.99 57.53% 3.67 64.39% 3.64 65.13%
Cement sales through the non-trade channel 2.95 42.47% 2.03 35.61% 1.95 34.87%
GGBS sales through the non-trade channel 5.08 100.00% 3.85 100.00% 3.13 100.00%

The following table provides the number of our sales network for the periods indicated:

Fiscal
Number of: 2024 2023 2022
Dealers(1) 5,043 5,345 5,807
Sub-dealers(1) 10,412 10,632 11,386
Direct customers(2) 6,268 5,268 4,863
Influencers(3) 55,678 18,321 -
____________
(1) Through our network of dealers and sub-dealers, we serve the retail demand for our cement and allied cementitious product in
our trade channel.
(2) Direct customers in our non-trade channel comprise builders and institutional customers.
(3) Is our influencer loyalty programme that comprises masons, contractors and architects, that assist us in influencing customers
to purchase our products.

49
 For our trade channel, dealers typically place purchase orders with us for the supply of our cement and allied
cementitious products. These purchase orders specify the product, price per unit and other terms for distribution.
As a result, our success depends on our ability to build and maintain relationships with our dealers and the
frequency with which they place orders with us. As our trade dealers have day-to-day contact with
customers, we are exposed to the risk of dealers failing to adhere to the standards set for them in respect of
sales and after-sales service, which in turn could affect our customers’ perception of our brand and products.
Further, we have no exclusivity arrangements with our dealers and they may prioritise the distribution of
the products of our competitors over ours, and we may not be able to meet our demand forecasts which
could have an adverse impact on our operations. While we have not faced instances in the past, in the event
we fail to engage adequate trade dealers, or fail to establish relationships with new dealers, our sales volumes
may be affected which could have an adverse effect on our business and results of operation.

For our non-trade channel, our success depends on our ability to bid to supply our products to infrastructure,
housing and commercial projects and negotiate attractive terms with our customers. For each project, we
receive purchase orders that are valid for the duration of the relevant construction project for which our
products are purchased. These purchase orders typically specify the volume of products being purchased,
the timeline for delivery and the price. Depending on the size and complexity of the project, we receive
large and bulk orders from our non-trade-channel customers. Our relationship with these customers
depends to a large extent on our ability to regularly meet customer requirements, including price
competitiveness, efficient and timely product deliveries, and consistent product quality. Our failure to
increase our customer base, to secure repeat orders from existing customers, or to get our products approved
for use in future projects could cause our sales volumes to decline which in turn may have an adverse effect
on our business, results of operations and financial condition.

11. We depend on the efficiency of the Indian road and railway network to transport our raw materials and
products. Any delays due to inefficiencies in the network or inadequacies in the connectivity of our plants
to the Indian road and rail network may have an adverse effect on our business and results of operations.

We rely on the transportation and logistics networks, and the connectivity and conditions of the road, rail
and general transportation infrastructure in India to transport our raw materials and products to our plants
and customers. The table below provides an overview of our distribution network for the periods indicated:

(in %)
As of March 31,
2024 2023 2022
Road network used for transport of cement and GGBS as a 87.84% 86.72% 88.32%
percentage of total volume of cement and GGBS sold
Rail network used for transport of cement and GGBS as a 12.16% 13.28% 11.68%
percentage of total volume of cement and GGBS sold

Further, the following table shows our freight and handling expenses for the periods indicated:

(in ₹ million, unless otherwise indicated)

Fiscal
2024 2023 2022
Freight and handling charges 14,371.04 14,146.74 11,071.88
Freight and handling charges as a percentage of revenue from 23.84% 24.24% 23.72%
operations

Inadequacies in the transportation infrastructure in India may result in delays in our deliveries or schedules.
For example, we faced delays in transporting clinker and blast furnace slag to our Salboni and Jajpur plants
in east India due to shortages of railway rakes and box wagons across east India in Fiscals 2022 and 2023.
While this has not resulted in any impact on the dispatches of finished products from either of these plants,
there can be no assurance that we will not face delays in the future. We cannot assure you that the Indian
road, rail and general transportation infrastructure will improve at the same pace or that the planned
improvements to such infrastructure will be completed in a timely manner, or at all. Moreover, as we
continue to expand our operations, we cannot assure you that our logistics network will be able to
accommodate increase in volume of products manufactured. We are also subject to freight costs imposed
for transporting our products. While our freight and handling charges has increased over Fiscals 2022 to
2024 primarily due to an increase in the transportation of our finished products with an increase in our
production, these costs also increased with an increase in global fuel prices.

50
 Further, while our perishable products are stored in silos or packed in bags to prevent moisture seepage,
they may still come into contact with moisture and humidity over time, causing their quality to deteriorate.
We obtain a standard fire and special perils policy to insure against such losses to our products. A significant
portion of our products are sold in bags, which may be subject to wear and tear during transport, resulting
in stocks being further written-off. Further, transportation strikes could impact our ability to receive
supplies and deliver products to customers on time. For instance, between October 2021 and December
2021, due to a transportation strike mainly impacting the state of Chhattisgarh in east India, road transport
of raw materials and products for the cement industry in the region was interrupted. While our operations
were not impacted by such strikes, any such strikes in the future may cause significant disruption in the
transportation of our raw materials and products which could have a significant impact on our business and
results of operations. While we were not adversely impacted, we have faced and may continue to face
delays in using these facilities during busy periods.

12. We have substantial indebtedness which requires significant cash flows to service and limits our ability
to operate freely. Any breach of terms under our financing arrangements or our inability to meet our
obligations, including financial and other covenants under our debt financing arrangements could
adversely affect our business and financial condition.

The table below sets forth our total borrowings as of March 31, 2024, 2023 and 2022:

(in ₹ million, unless otherwise indicated)

As of March 31,
Particulars
2024 2023 2022
Total borrowings 58,357.64 54,215.42 46,220.55
of which, CCPS 17,472.60 16,101.20 14,757.90
Net Debt (1) 55,197.84 53,665.08 40,671.25
Net Debt (excluding CCPS) to Total Equity (including CCPS) Ratio 0.91x 0.98x 0.72x
(No. of Times)(2)
Finance costs 4,347.05 3,102.30 3,146.00
Finance costs as a percentage of revenue from operations (in %) 7.21% 5.32% 6.74%
_______
(1) Computed as non-current borrowings plus current borrowings (including current maturity of long term borrowings) less cash
and cash equivalents and bank balances. Net Debt includes CCPS of ₹17,472.60 million, ₹16,101.20 million and ₹14,757.90
million as of March 31, 2024, 2023 and 2022 respectively. If we exclude CCPS, Net Debt would be ₹37,725.24 million,
₹37,563.88 million and ₹25,913.35 million as of March 31, 2024, 2023 and 2022 respectively.
(2) Calculated as Net Debt (excluding CCPS) divided by sum of Total Equity and CCPS.

For further details, see “Financial Indebtedness” beginning on page 526.

We have entered into short-term and long-term loan agreements with certain banks and financial institutions,
which typically contain restrictive covenants, including, but not limited to, requirements that we obtain
consent from the lenders prior to undertaking certain matters including altering our capital structure,
changing our shareholding, any further issuances of shares, effecting any scheme of amalgamation or
reconstruction, changing the management, dilution of promoters’ shareholding, and change in majority of
the directors. Further, in terms of security, we are, required to create a mortgage over our immovable
properties, hypothecation of our movable and immovable assets (present and future) and create liens on our
fixed deposits. Our financing agreements also require us to comply with certain financial covenants
including the requirements to maintain, specified debt-to-equity ratios. There can be no assurance that we
will be able to comply with these financial or other covenants either currently or in the future or that we will
be able to obtain consents necessary to take the actions that we believe are required to operate and grow
our business. While we have not had such instances in the past three Fiscals, there is a possibility that our
lenders may impose penalties, additional interests and/or fees on the loans, or call an event of default,
which could lead to acceleration or termination of such borrowings, all of which could adversely affect our
business, operations and financial condition. In addition, most of our financing agreements require us to
maintain a certain credit rating. As of March 31, 2024, 2023 and 2022, our credit ratings remained as
A+/Stable for long term loans and A1 for short term loans by CRISIL Limited, and Ind A+ Stable by India
Ratings & Research. While our credit ratings have not downgraded in the past three Fiscals, a downgrade
in credit ratings could also result in the acceleration of our loans in certain cases and may also affect our
ability to obtain financing at reasonable rates in the future. Any fluctuations in the interest rates or
downgrade in the credit ratings assigned to our debt instruments may directly impact the interest costs of

51
 such loans. We are also exposed to interest rate risk because funds are borrowed at both fixed and floating
interest rates. The table below sets forth the break-up of our fixed and floating rate borrowings:
(in ₹ million)
As of March 31,
Particular
2024 2023 2022
Fixed rate borrowings - - 500.00
Floating rate borrowings 58,515.00 54,359.67 45,867.78
Total gross borrowings 58,515.00 54,359.67 46,367.78
Less: Upfront fees (157.36) (144.25) (147.23)
Total borrowings 58,357.64 54,215.42 46,220.55

If interest rates had been 100 basis points higher or lower and all other variables were held constant, our
profit for Fiscal 2024 would decrease/increase by ₹585.15 million (for Fiscal 2023: decrease/increase by
₹543.60 million, for Fiscal 2022: decrease/increase by ₹458.68 million). This is attributable to our exposure
to interest rates on variable rate borrowings.
Our ability to make payments on and refinance our indebtedness will depend on our continued ability to
generate cash from our future operations. While we have not had such instances in the past, we may not be
able to generate enough cash flow from operations or obtain enough capital to service our debt in the future.
Any failure to comply with the conditions and covenants in our financing agreements that is not waived by
our lenders or guarantors or otherwise cured could lead to a termination of our credit facilities, foreclosure
on our assets such as our plants, acceleration of all amounts due under such facilities, trigger cross - default
provisions under certain of our other financing agreements, any of which could adversely affect our
financial condition and our ability to conduct our business and implement our business plans.

13. Our industry is capital intensive, and we may require significant financing to support our growth
strategies and expansion plans. Any failure to raise additional financing could have an adverse effect
on our business, results of operations, financial condition and cash flows.

We require a substantial amount of capital to build and maintain our plants, operate our mines, purchase
equipment and develop, implement new technologies in our new and existing plants and mines and
facilitate our expansion plans. The table below sets forth our capital expenditure towards purchase of
property, plant and equipment and intangible assets (including under development and capital advances) for
the periods indicated:
(in ₹ million)
Fiscal
Particulars
2024 2023 2022
Capital Expenditure 9,322.03 16,337.34 10,544.85

In addition to our existing projects, we are in the process of undertaking additional greenfield or brownfield
projects to increase our Installed Grinding Capacity by 98.30% from 20.60 MMTPA to 40.85 MMTPA and
clinker capacity by 102.48% from 6.44 MMTPA to 13.04 MMTPA, all of which would require substantial
capital expenditure. For further information on the projects, we propose to undertake, see “Our Business –
Our Strategies - Create a pan-India footprint by setting up new plants in north and central India,
supplemented by expansions in our current regions of operation” beginning on page 259. We use a
combination of internal accruals, equity investments and debt financing for our projects. If our internally
generated accruals are insufficient to finance our capital expenditure and expansion plans, we may, in the
future, need to seek additional financing from third parties, including banks and financial institutions
despite having incurred total borrowings as of ₹58,357.64 million as of March 31, 2024. Our ability to
arrange financing and the costs of capital of such financing are dependent on numerous factors, including
general economic and capital market conditions, existing terms under our financing agreements, credit
availability from banks, investor confidence, the continued success of our operations and other laws that
are conducive to our raising capital in this manner. If we decide to meet our capital requirements through
debt financing, we may be subject to certain restrictive covenants. If we are unable to obtain such financing
in a timely manner, at a reasonable cost and on acceptable terms, we may be forced to delay our expansion
plans, downsize or abandon such plans, which may materially and adversely affect our business, financial
condition and results of operations, as well as our future prospects.

14. We may not have marketable title over some of the land we occupy. We also occupy certain land on a
leasehold basis, including the land on which some of our plants and warehouses are located. In addition,
we use our registered and corporate office on a co-sharing basis with other members of the JSW Group.
A failure to obtain marketable title over our land, or to renew existing arrangements may have a material

52
adverse effect on our business, financial condition and results of operations.

We conduct our business operations on a combination of leased and owned land. Our lease agreements are
typically entered into for periods ranging from one year to 99 years. The table below provides an overview
of our leases as of March 31, 2024:

Duration/ Valid
Facility Leasehold/Freehold Agreement
till
Vijayanagar Proposed to be leased by us from
- -
JSW Steel Limited(1)
Salem Proposed to be leased by us from
-
JSW Steel Limited(2)
Nandyal Freehold -
Registered sale deeds Mining lease
deed dated April 25, 2008
Leasehold April 24, 2058
Dolvi Lease agreements dated February 1
2019, October 1, 2021, October 26,
Leasehold Two to five years
2021 April 1, 2022, July 1, 2022, May
20, 2023, July 5, 2023.
Salboni Assignment of leasehold interest dated
Leasehold 99 years
July 15, 2016
Assignment of leasehold interest dated
Leasehold 99 years
July 15, 2016
Deed of Conveyance dated October 4,
Freehold -
2016
Shiva Cement Lease deed dated February 26, 1999
Leasehold 90 years
Lease deed dated August 10, 2010
90 years
Sale deed dated August 2, 1988 and
Freehold -
Sale deed dated January 7, 2022
Jajpur Leasehold Lease deed dated October 10, 2017 71 years
Fujairah (JSW Leasehold Contract for Exploitation of Quarry Site
25
Cement FZC) & Construction of Clinker Production
years
License Plant dated October 30, 2017
(1) JSW Steel Limited was entitled to acquire the land on which our Vijayanagar plant is situated from the Government of Karnataka in terms of lease
cum sale agreements dated July 28, 2006 and October 24, 2007. However, such acquisition was never effectuated. In this regard, JSW Steel
Limited filed a writ petition before the High Court of Karnataka. Through its order dated February 27, 2024, The High Court of Karnataka
directed the Government of Karnataka to execute sale deeds in respect of such land in favour of JSW Steel Limited. Subsequently, pursuant to a
letter dated March 14, 2024, JSW Steel Limited has undertaken to enter into a lease agreement with us upon the execution of the sale deeds in its
favour by the Government of Karnataka.
(2) The Salem plant and the land on which it is situated, is owned by JSW Steel Limited and its operations are supervised and controlled by our
employees, pursuant to an agreement entered into by our Company with JSW Steel Limited dated October 4, 2023. Pursuant to a non-binding
memorandum of understanding dated October 21, 2022, entered into between us and JSW Steel Limited, JSW Steel Limited agreed to transfer the
ownership of the Salem plant to us and to enter into a lease agreement with us in respect of the land on which the plant is situated, subject to
receipt of approval from the Ministry of Environment, Forest and Climate Change of India. The Salem plant is staffed by the employees and
labourers of our Company. In this regard, JSW Steel Limited has made an application dated May 7, 2024 to the Ministry of Environment, Forest
and Climate Change of India for effectuating the transfer of the environmental clearance in respect of the Salem plant in favour of us.

Any of our lease agreements can be terminated, and any such termination could result in any of these
premises being shifted or shut down. We may then need to enter into new or amended lease agreements. If
we are unable to agree on new terms on satisfactory or economically acceptable terms, we may be forced
to remove our equipment at the end of or upon termination of such agreements. Further, if we fail to comply
with the conditions stipulated under our lease and sublease agreements, or default on rental payment, such
agreements may be terminated by the relevant lessors. While we have not faced such instances in the past
three years, any termination of our lease or sublease agreements could materially and adversely affect our
business prospects. In addition, JSW Steel Limited has agreed to enter into a long term lease with our
Company for the plot of land on which the Salem plant is located through a non-binding MOU. Further,
the Vijayanagar plant is located on land which JSW Steel Limited is entitled to acquire from the
Government of Karnataka, which were originally sub-leased by JSW Steel Limited to us December 12,
2007 and May 15, 2009 for periods of 10 and eight years, respectively. JSW Steel Limited was entitled to
acquire the plots of land from the Government of Karnataka under lease cum sale agreements dated July
28, 2006 and October 24, 2007. However, for want of execution of sale deeds in respect of the said land by
the Government of Karnataka, such acquisition was never effectuated. In this regard, JSW Steel Limited
filed a writ petition before the High Court of Karnataka. The High Court of Karnataka on February 27,
2024 directed the Government of Karnataka to execute sale deeds in respect of the said land in favour of
JSW Steel Limited. JSW Steel Limited has, pursuant to letter dated March 14, 2024, undertaken to enter

53
 into a lease agreement with our Company in relation to the said land upon the execution of the sale deeds
for the said land in its favour by the Government of Karnataka.

With respect to acquired land, the timeline for transfer of title in the land depends on the type of land on
which the plant is located and the policies of the relevant state government where such land is located. In
the case of agricultural land acquired from private parties, the transfer of such land from agriculturalists to
non-agriculturalists such as us and the use of such land for non-agricultural purposes may require an order
from the relevant state land or revenue authority allowing such transfer or use. For government-owned
land, we have obtained or are in the process of obtaining the requisite permissions from the relevant
government authorities. For instance, in relation to our Salem Plant, JSW Steel will be required to obtain
the approval of the Ministry of Environment, Forest and Climate Change and other government authorities
to sub-lease the land on which the said plant is located to our Company. Although, JSW Steel has made an
application dated May 7, 2024 to the Ministry of Environment, Forest and Climate Change of India for
effectuating the transfer of the environmental clearance in respect of the Salem plant in favour of us, we
cannot assure you that outstanding approvals will be received or that lease or sublease deeds will be
executed in a timely manner, such that the operation will continue unaffected. In addition, while we have
not faced such opposition in the past, we may face significant opposition to the construction of our plants
and mines from local communities, tribes, non-government organisations and other parties in the future.
Such opposition or circumstances may be beyond our control. In addition, any inability to enter into a lease
or complete the acquisition of the necessary land in a timely manner may cause construction delays. The
occurrence of any such event could have an adverse effect on our business, results of operations, financial
condition, cash flows and future business prospects.

In addition, sale deeds and lease agreements are required to be duly registered and adequately stamped under
Indian law and if any of our property agreements are not duly registered and adequately stamped, we may
face challenges in enforcing them and they may be inadmissible as evidence in a court in India subject to
penalties along with the requisite stamp duty prescribed under applicable Indian law being paid. In addition,
title insurance is not commercially available in India to guarantee title or development rights in respect of
land. The challenge in obtaining title guarantees in India means that title records provide only for
presumptive rather than guaranteed titles. Thus, the original title to lands may often be fragmented and the
land may have multiple owners. Further, property records in India have not been fully computerised and are
generally maintained and updated manually through physical records of all land-related documents. There
can be no assurance that we would be able to enforce our rights under the relevant sale deed, and any
inability to do so could impair our operations.

Further, our registered and corporate office located at JSW Centre, Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051, Maharashtra (India) is owned by JSW Steel Limited. We occupy the premises pursuant
to a no-objection certificate dated October 30, 2013 issued by JSW Steel Limited. Any adverse impact on
the title, ownership rights, development rights of JSW Steel Limited on these premises or the rescission of
the no-objection certificate may affect our ability to continue to occupy the premises. There can be no
assurance that we will be able to continue with such arrangement for our registered and corporate office in
the future. Failure to identify suitable premises for relocation of existing properties, if required, or in
relation to new or proposed properties we may purchase, in time or at all, could have an adverse effect on
our business and results of operations.

15. We are entitled to certain incentives and subsidies under several government schemes and any change
in these incentives and subsidies applicable to us may affect our financial condition, profitability and
cash flow.

We are eligible to avail tax refund incentives under government schemes. The following table shows
income earned from government incentives for the periods indicated:
(in ₹ million, unless otherwise indicated)
Fiscal
Particulars
2024 2023 2022
Government grant income 890.83 880.67 690.16
Government grant income as a 1.48% 1.51% 1.48%
percentage of revenue from operations

There can be no assurance that we will either be eligible to receive or continue to enjoy these benefits, as
the case may be, in the future or will be able to obtain timely disbursement of such benefits. Governments

54
 may unilaterally withdraw or amend such schemes with retrospective effect which may result in the
incentives under such schemes to be discontinued. Further, governments may also delay in the disbursement
of incentives and benefits under such schemes. For example, with respect to the Nandyal, Salboni and
Jajpur plants we are entitled to receive indirect tax incentives, subsidies and reimbursements of stamp duty
paid from the state governments of Andhra Pradesh, West Bengal and Odisha. While we have received
some of these incentives for the Nandyal plant, we have not received incentives for the Salboni and Jajpur
plants primarily due to delayed disbursements by the relevant authorities. In Fiscal 2024 we provisioned
for delays in receiving government incentives that are due to us – and reported a cost of ₹547.76 million
on expected credit loss on incentives under government schemes. We may continue to make similar
provisions for potential delays in receiving government grants and incentives.

We are currently involved in disputes with state government authorities in relation to incentives payable to
us with respect to reimbursement of value added tax and central sales tax for sales. For further details, see
“Outstanding Litigation and Material Developments- Litigation involving our Company - Tax proceedings
involving our Company” beginning on page 539. Any incentives accrued and not received based on the
final outcome of the litigation may have to be reversed which could adversely impact our financial position.
Further, any change in policy or regulations may impact the continuance of these schemes or other
government lead initiatives. If such incentives expire, are withdrawn or adversely amended, or if there are
any substantial delays in disbursements under such schemes, our financial condition and cash flow could be
adversely affected.

16. A portion of the Net Proceeds is proposed to be utilized for repayment or pre-payment, in full or part, all
or a portion of certain loans availed by us from Axis Bank Limited and Kotak Mahindra Bank Limited,
affiliates of certain BRLMs to the Issue.

We propose to either repay or pre-pay, in full or part, all or a portion of certain outstanding borrowings
availed by our Company from Axis Bank Limited (“Axis Bank”), an affiliate of Axis Capital Limited
(“Axis Capital”) and from Kotak Mahindra Bank Limited (“Kotak Bank”), an affiliate of Kotak Mahindra
Capital Company Limited (“KMCC”), from the Net Proceeds. The amount outstanding, as of March 31,
2024, in relation to the facilities availed from Axis Bank and Kotak Bank, which are proposed to be repaid,
in full or part, from the Net Proceeds, are set out below:
(in ₹ million)
Principal amount
Amount sanctioned as
Name of the lender Nature of borrowing outstanding as of March 31,
of March 31, 2024
2024
Axis Bank Limited Term loan 11,200.00 6,554.10
Kotak Mahindra Bank Limited Term Loan 2,500.00 2,218.75
Total 8,772.85

Axis Capital and KMCC are both BRLMs to the Issue. The loans were sanctioned by Axis Bank and Kotak
Bank as part of their separate lending activities in the ordinary course of business and we do not believe
that there is any conflict of interest under the Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992, as amended, or any other applicable SEBI rules or regulations. The Board of Directors
of our Company have chosen the loans and facilities to be repaid/ prepaid based on commercial
considerations. For further information, see “Objects of the Offer – Details of objects of the Offer to be
funded from Fresh Issue proceeds - Prepayment or repayment, in full or in part, of all or a portion of
certain outstanding borrowings availed by our Company” beginning on page 140.

17. We rely on the demand for our products from customers in various sectors such as infrastructure,
housing and industrial/ commercial sectors. Any downturn in the sectors that consume our products or
the infrastructure and housing industries in general, could have an adverse impact on our business,
growth and results of operations.

Our customers typically include government and private infrastructure projects, real estate companies
involved in housing and commercial real estate projects and individual home builders. According to the
CRISIL Report, as of Fiscal 2024, the end-user sector mix in cement demand share mainly comprised
housing (56-58%), infrastructure (29-31%), and industrial/commercial (13-15%).

• Housing: according to the CRISIL Report, over the past five years, the share of housing in overall
cement demand declined primarily due to slow economic growth, weak demand, buyer
unaffordability and high inventory.

55
 • Infrastructure: according to the CRISIL Report, while the infrastructure segment is expected to
remain the key demand driver, a marginal rise of 4% in capex for core infrastructure ministries for
Fiscal 2025BE over Fiscal 2024RE is expected to slow down demand growth of the segment to 9-
10% in Fiscal 2025, as against 18.00-19.00% growth in Fiscal 2024. However, according to the
CRISIL Report, the moderation is on a high base and the overall quantum of capex allocation is still
high.

• Industrial and commercial: according to the CRISIL Report, this sector was significantly impacted
by the COVID-19 pandemic. The depressed utilisation and stretched financials of players led to the
deferral of planned capex for Fiscals 2021 and 2022, as companies looked to conserve cash in
uncertain times.

While we have not been adversely impacted by such events in the past, in the event of any future overall
economic slowdown, adverse change in budgetary allocations across housing, infrastructure and
industrial/commercial sectors, or any change in government policies or priorities, we may face lower
demand for our products or be required to lower the price of our products. This in turn could adversely
impact our business prospects and our financial performance.

18. Our senior management team, key managerial personnel and other qualified personnel are critical to
our continued success and we may be unable to attract and retain such personnel in the future.

As of March 31, 2024, we had 1,668 on-roll employees. The table below sets forth our employee benefits
expense (incurred for on-roll employees) for the periods indicated:
(in ₹ million unless otherwise indicated)
Fiscal
Particulars
2024 2023 2022
Employee benefit expenses 2,993.68 2,946.28 2,446.34
Employee benefit expenses as a
4.97% 5.05% 5.24%
percentage of revenue from operations

Our success depends substantially on the continued efforts of our senior management team, key managerial
personnel and other qualified personnel. If one or more of our executive officers or key employees are
unable or unwilling to continue their services with us, we might not be able to replace them easily, in a
timely manner, or at all. The table below provides the attrition rate for our employees, key managerial
personnel and senior management for the periods indicated:
(in % unless otherwise indicated)
Our group, excluding JSW Cement FZC
As of or for the year ended March 31,
Particulars
2024 2023 2022
Number of employees 1,668 1,586 1,499
Employee attrition rate 14.60% 18.70% 15.30%
Key managerial personnel and senior managerial personnel
Nil 11.76% Nil
attrition rate

(in % unless otherwise indicated)

JSW Cement FZC
As of or for the year ended March 31,
Particulars
2024 2023 2022
Number of employees 206 177 142
Employee attrition rate 8.10% 2.00% 6.70%
Key managerial personnel and senior managerial personnel Nil Nil Nil
attrition rate

Our industry is characterised by high demand and intense competition for talent. As a result, we cannot
assure you that we will be able to attract or retain engineers, qualified staff or other highly skilled
employees. Our ability to train and integrate new employees into our operations may not meet the growing
demands of our business and may cause employee attrition. Any negative publicity arising from such
reduction in turnover may adversely affect our reputation and our ability to attract talent. Each of our key

56
 managerial personnel and senior management have executed appointment letters containing a non-compete
provision. However, if any dispute arises between our key managerial personnel and senior management
and us, the non-competition provisions contained in their non-compete agreements may not be enforceable.
While this has not happened in the past, if any of our key managerial personnel or senior management joins
a competitor or forms a competing company, we may lose customers, know-how and key professionals
and staff members. Further, if any of our key managerial personnel or senior management terminates their
services with us due to death, disability or any other reason, or if their reputation is adversely impacted by
personal actions or omissions or other events within or outside their control, our business may be disrupted
and we may incur additional expenses to recruit, train, and retain qualified personnel. See “Our Business
– Our Competitive Strengths- We benefit from our strong corporate lineage of the JSW Group and our
qualified management team” beginning on page 258.

19. We have entered into and may continue to enter into a substantial amount of related party transactions
with the entities in the JSW Group that may involve conflicts of interest, which could adversely impact
our business.

Since the other JSW Group entities are related parties of our Company in terms of the Companies Act, 2013
and the applicable accounting standards, we have engaged, and will continue to engage, in transactions with
such related parties, in the ordinary course of business, on an arm’s length basis. Our related party
transactions include purchase of goods, power and fuel and services, interest income on loans given and
interest expense on loans availed by us, among others. For further information on all our related party
transactions, see “Related Party Transactions” beginning on page 494. The table below sets forth the total
amount of our related party transactions (after eliminations) in the ordinary course of business for the
periods indicated:
(in ₹ million, unless otherwise indicated)
Fiscal
2024 2023 2022
Amount % of Amount % of Amount % of
Nature of related party transaction Revenue Revenue Revenue
from from from
Operation Operations Operations
s
Purchase of Goods/ Power & Fuel/ Services 9,898.27 16.42% 6,874.18 11.78% 4,206.49 9.01%
Lease liability repayment 84.66 0.14% 67.62 0.12% 64.94 0.14%
Lease Interest Cost 20.84 0.03% 17.02 0.03% 17.50 0.04%
Donation/ CSR expense - 0.00% - 0.00% 1.92 0.00%
Reimbursement of expenses incurred on our 828.24 1.37% 931.11 1.60% 803.07 1.72%
behalf
Sales of Goods / Services 2,238.31 3.71% 2,406.56 4.12% 2,346.87 5.03%
Interest income/ dividend income 430.87 0.71% 310.14 0.53% 323.52 0.69%
Interest paid on loan /deposit - 0.00% 50.62 0.09% 95.63 0.20%
Guarantee Commission Income 32.14 0.05% - 0.00% - 0.00%
Recovery of expenses incurred by us on behalf 11.59 0.02% 17.30 0.03% 9.15 0.02%
of related parties
Total 13,544.92 22.47% 10,674.55 18.29% 7,869.09 16.86%
Amount % of Total Amount % of Total Amount % of Total
Assets Assets Assets
Purchase of Equity Share 64.04 0.06% 306.82 0.30% 67.20 0.07%
Security deposit given 8.67 0.01% 15.62 0.02% 41.84 0.05%
Security deposit received back - 0.00% - 0.00% 2.80 0.00%
Capital Advance given 43.10 0.04% 310.00 0.30% 946.30 1.02%
Loan repaid - 0.00% 500.00 0.49% 300.00 0.32%
Investment redemption - 0.00% 520.00 0.51% 125.00 0.13%
Loan renewal 1,576.14 1.39% - 0.00% - 0.00%
Loan repaid by 113.72 0.10% - 0.00% 18.37 0.02%
Contribution to post-employment benefits 63.00 0.06% 20.20 0.02% 8.00 0.01%
entity
Total 1,868.67 1.65% 1,672.64 1.64% 1,509.51 1.63%

We cannot assure you that our existing agreements and any such future transactions, will be in the
interest of our Company and minority shareholders or will perform as expected. While we have no conflict
of interest with lessors of immovable properties, we rely on our related parties for the land parcels owned

57
 by them and leased to us and our subsidiaries for our plants – such as, our Vijayanagar, Dolvi and Salboni
plants are located on land parcels leased from JSW Steel Limited. Additionally, the Salem plant is owned
by JSW Steel Limited and its operations are supervised and controlled by our employees. Further, while
we currently do not have conflicts of interests with suppliers of our raw materials, we source a sizeable
portion of blast furnace slag from JSW Steel Limited (and its subsidiaries) to manufacture green
cementitious products. We also depend on JSW Energy Limited for power supply to our Nandyal,
Vijayanagar and Salboni plants. We have also provided loans to some of our related parties. For example,
our Company had given loans to JSW Cement FZC for general corporate purposes and the outstanding
balance as of March 31, 2024 was ₹1,376.14 million. These loans are unsecured and carry an interest rate
ranging from 8.15% to 8.96% per annum and repayable within a period of one to three years. Any future
transactions with our related parties could potentially involve conflicts of interest which may be detrimental
to our Company, and we cannot assure you that such conflicts of interest will be resolved in our favour.

The transactions with our related party customers have been conducted in the ordinary course of business,
in accordance with the provisions of applicable laws and on an arm’s length basis and have not been
prejudicial to the interests of our Company. It is likely that we will continue to enter into such related party
transactions in the future. Some of these transactions may require significant capital outlay and there can
be no assurance that we will be able to make a return on these investments. Although all related-party
transactions that we may enter into will be subject to our audit committee, board of directors or shareholder
approval, as may be required under the Companies Act, 2013 and the SEBI Listing Regulations, we cannot
assure you that such transactions, individually or in the aggregate, will perform as expected/ result in the
benefit envisaged therein, or that we could not have undertaken such transactions on more favourable terms
with any unrelated parties.

20. Our Salem plant is currently owned by JSW Steel Limited and its operations are supervised and
controlled by our employees. We propose to acquire the Salem plant, subject to receipt of the relevant
government approvals. We cannot assure you that we will receive such government approvals in a timely
manner or at all.

The plant at Salem, Tamil Nadu commenced operations in Fiscal 2023 and has an Installed Grinding
Capacity of 0.80 MMTPA as of March 31, 2024. The Salem plant is currently owned by JSW Steel Limited
and its operations are supervised and controlled by our employees. Our Company and JSW Steel Limited
entered into a non-binding memorandum of understanding dated October 21, 2022 (“MOU”). Pursuant to
the MOU, JSW Steel Limited agreed to transfer the ownership of the Salem plant to our Company for a
consideration of ₹1,290.00 million subject to receipt of permission of the Ministry of Environment, Forest
and Climate Change. Our Company has paid an advance consideration of ₹1,170.00 million and has
undertaken to transfer the balance consideration of ₹120.00 million. Under the terms of the MOU, JSW
Steel Limited has also agreed to enter into agreements with our Company for long term supply of blast
furnace slag, arrangements for supply of gas, water and other utilities and long term lease agreement for
the land on which the Salem plant is situated subject to receipt of requisite approvals from relevant
authorities including the aforementioned approval of the Ministry of Environment, Forest and Climate
Change. Accordingly, JSW Steel Limited has on May 7, 2024 requested the Ministry of Environment,
Forest and Climate Change, Government of India to transfer the environmental clearance obtained in
relation to the Salem plant from the name of JSW Steel Limited to our Company. For further details, see
“Government and Other Approvals – Material approvals in relation to our Company - Material approvals
or renewals applied for but not received” beginning on page 551. We cannot assure you that we will receive
such government approvals in a timely manner or at all. Any failure to secure these approvals could
adversely impact our operations.

Further, we have entered into a GGBS manufacturing agreement dated October 4, 2023 with JSW Steel in
relation to the plant at Salem (“Salem Agreement”). Pursuant to the Salem Agreement, JSW Steel Limited
is required to undertake the conversion of slag to GGBS at the Salem plant in accordance with work orders
issued by our Company. The Salem Agreement also requires our Company to provide the employees to
supervise and control the operations and maintenance of the Salem plant. The Salem Agreement also
specifies that the consideration for the work undertaken includes a fixed and variable rate component and
is contingent on the actual costs incurred for the conversion of slag into GGBS. The Salem Agreement
shall continue to remain in force until the completion of the transfer of title of the Salem plant from JSW
Steel Limited to our Company, unless terminated earlier by either our Company or JSW Steel Limited by
providing a prior written notice. Termination of this agreement could adversely affect our operations.

58
21. Our business is subject to seasonal variations and cyclicality that could result in fluctuations in our
results of operations.

Our business is subject to seasonal variations on account of lower demand for our products during the
monsoon season. The table below shows our total sales volumes of cement and GGBS for each quarter of
Fiscals 2022, 2023 and 2024, which shows the variance in sales volume:
(in MMT)
Fiscal
Particulars
2024 2023 2022
Three months ended June 30 2.69 2.09 1.81
Three months ended September 30 2.75 2.16 2.10
Three months ended December 31 2.99 2.36 2.01
Three months ended March 31 3.59 2.94 2.79

During the monsoon season, construction activity is curtailed and we may continue to incur operating
expenses, but our revenue from the sale of our products may be delayed or reduced. We utilise this period
of subdued demand to plan the annual shutdown and maintenance of our plants in order to improve
efficiency during peak periods. Such seasonality in demand may lead to volatility in cement pricing which
may require us to reduce our product prices to remain competitive in the market. For instance, according
to the CRISIL Report, in the third quarter of Fiscal 2022, demand took an unexpected hit because of
unseasonal rains, labour unavailability due to the wedding season, sand availability issues in some states,
and onset of the festive season, translating into a decline of approximately 4% year-on-year for the quarter.
Further, with the monsoon receding, inflationary pressures easing, real estate and affordable housing
gaining traction as well as pick-up in infrastructure project execution ahead of the general elections in 2024,
demand for cement grew at approximately 10% in the third quarter of Fiscal 2023, and at an overall level
in Fiscal 2023, infrastructure continued its strong growth momentum, led by government spending,
according to the CRISIL Report. In Fiscal 2024, the pre-election boost to the infrastructure and housing
segments and the growth in the industrial and commercial segments led to an overall rise in cement demand
of 11% according to the CRISIL Report. As a result of such fluctuations, our sales and results of operations
may vary by fiscal quarter, and the sales and results of operations of any given fiscal quarter may not be
relied upon as indicators of the sales or results of operations of other fiscal quarters or of our future
performance.

22. A delay or inability in obtaining, renewing or maintaining or failing to comply with the terms and
conditions of statutory and regulatory permits, licenses and approvals needed to operate our business
and plants could result in an adverse effect on our results of operations.

We require numerous statutory and regulatory approvals, licenses, permits and registrations for our
operations. For instance, prior to commencing construction, for the expansion or enhancement of capacity
or for undertaking the operations of our plants and mines, we are required to obtain environmental
clearances from the Ministry of Environment and Forests as well consents to establish from the relevant
state’s Pollution Control Board. While the environmental clearances and consents to establish are usually
required to be obtained once, the consent to operate orders from the relevant state’s Pollution Control Board
are required to be renewed from time to time. The table below shows our progress on environmental
clearance pursuant to our expansion plans as of March 31, 2024:

Environmental
Proposed plant location Region Plant type
Clearance
Nagaur, Rajasthan North Integrated unit Granted
Talwandi Sabo, Punjab North Grinding unit To be applied
BPSL, Sambalpur, Odisha East Grinding unit Granted (1)
Vijayanagar, Karnataka South Grinding unit Applied
Dolvi, Maharashtra West Grinding unit To be applied
Hatta, Madhya Pradesh Central Integrated unit Applied
Uttar Pradesh Central Grinding unit To be applied
______________
(1) An environmental clearance and consent to establish has been granted to BPSL in respect of the proposed plant. BPSL has also
acquired the land parcel with respect to this plant. BPSL will make an application to Ministry of Environment, Forest and
Climate Change of India and the Pollution Control Board, Odisha for transfer of the environmental clearance and consent to
establish in respect of the proposed plant to our Subsidiary, Shiva Cement Limited.

59
The possibility of rejection of such application for the grant of revised environmental clearances by the
concerned authorities cannot be ruled out. In the event we are unable to obtain or renew environment related
licenses and approvals, it may result in the interruption of a part or all of our operations or the imposition
of penalties by the relevant authorities and have a material adverse effect on our business, financial
condition, reputation and results of operations. In addition, we are also required to maintain approvals
including but not limited to, a license to operate a factory for our plants, a license to procure, import and
store petroleum products for our plants and a license for the possession and use of explosives in our mines.
Failure to maintain such material approvals and licenses would have an adverse impact on the production
of our products at our plants, the excavation of key raw materials (such as limestone) and our business,
financial condition, reputation and results of operations.

Failure to comply with the terms and conditions under our approvals, licenses, permits and registrations
may result in the authorities acting against us. We have received notices in the past from various regulatory
authorities with respect to our applications for licenses and approvals and our existing licenses with respect
to violation of certain provisions of the Factories Act, 1948, certain terms and conditions of the consent to
operate and certain provisions of the Water (Prevention and Control of Pollution) Act, 1974 and the Air
(Prevention and Control of Pollution) Act 1981.

Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no material
approvals applied for, including renewal applications, that have not been received by our Company:

Date of renewal
Description Name of issuing authority
application
Application for environmental clearance for the proposed Ministry of Environment, September 7, 2023
manufacturing unit at Hatta, Madhya Pradesh Forest and Climate Change,
Government of India
Application for environmental clearance for the proposed Ministry of Environment, November 6, 2023
expansion of our manufacturing unit at Vijayanagar, Forest and Climate Change,
Karnataka from 6.0 MTPA to 12.0 MTPA Government of India
Authorization under the Hazardous and other Wastes Odisha Pollution Control January 24, 2024
(Management and Transboundary Movement) Rules, 2016 Board
for our manufacturing unit at Jajpur, Odisha
Certificate for electrical safety clearance issued under the Chief Electrical Inspector January 29, 2024
Electricity Act, 2003 for our manufacturing unit at Jajpur,
Odisha
Application for consent to operate under Water (Prevention Karnataka State Pollution March 27, 2024
and Control of Pollution) Act, 1974 for the proposed Control Board
expansion of our manufacturing unit at Vijayanagar,
Karnataka
Application for consent to operate under Air (Prevention and Karnataka State Pollution March 27, 2024
Control of Pollution) Act, 1981 for the proposed expansion of Control Board
our manufacturing unit at Vijayanagar, Karnataka from 4.0
MTPA to 6.0 MTPA
Application for change in name of environmental clearance in Ministry of Environment, July 11, 2024
respect of our mine at Kolkhariya, Madhya Pradesh Forest and Climate Change,
Government of India

Pursuant to a scheme of amalgamation between our Company and Springway Mining Private Limited,
among others, approved by the National Company Law Tribunal, Kolkata, order dated March 12, 2024,
the Springway Mining Private Limited’s entire business, including such mining lease deed was transferred
to our Company. Accordingly, our Company has, by way of a letter dated June 25, 2024 requested the
Mineral Resource Department, Government of Madhya Pradesh to transfer the mine lease deed dated
October 13, 2015 in relation to our mine at Kolkhariya, Madhya Pradesh from the name of Springway
Mining Private Limited to the name of our Company. Upon receiving the approval for the transfer of the
mining lease deed, our Company will apply for transfer of certain approvals in relation to operation of our
mine at Kolkhariya, Madhya Pradesh from the name of Springway Mining Private Limited to our
Company. As mentioned in the table above, Springway Mining Private Limited has made an application
dated September 7, 2023 to the Ministry of Environment, Forest and Climate Change, Government of India
for environmental clearance in relation to our proposed manufacturing unit at Hatta, Madhya Pradesh.
Further, our Company has made an application dated June 25, 2024 to the Ministry of Environment, Forest
and Climate Change, Government of India for transfer of the application for the environmental clearance

60
 from the name of Springway Mining Private Limited to the name of our Company in relation to proposed
manufacturing unit at Hatta, Madhya Pradesh. Further, JSW Steel Limited has, through an application
dated May 7, 2024 requested the Ministry of Environment, Forest and Climate Change, Government of
India to transfer the environmental clearance obtained in relation to the Salem plant from the name of JSW
Steel Limited to our Company. These applications are currently pending approval from the relevant
regulatory authorities. We cannot assure that we will receive such licenses, approvals and consents from
regulatory authorities in a timely manner or at all. While we have not faced such instances in the past, any
future inability to renew, maintain or obtain the same may result in the interruption of a part or all our
operations and have a material adverse effect on our business, financial condition and results of operations.

23. SBI Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is an associate of
State Bank of India who is proposing to participate as a Selling Shareholder in the Offer. Additionally,
our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital
Limited, one of the Book Running Lead Managers to the to the Offer.

SBI Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is an associate of
State Bank of India who is proposing to participate as a Selling Shareholder in the Offer. Additionally, our
Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited,
one of the Book Running Lead Managers to the to the Offer. We cannot assure you that these relationship
between SBI Capital Markets Limited and State Bank of India and Axis Capital Limited and our Company
will not be perceived as a current or potential conflict of interest in relation to the Offer.

24. We engage in a highly competitive business and any failure to effectively compete with our competitors
and the development of new cement manufacturing techniques could have a material adverse effect on
us.

The cement industry in which we operate in is highly competitive. According to the CRISIL Report, the
Indian cement industry is highly fragmented with the presence of a few large players and several medium-
sized and small players. However, according to the CRISIL Report, the top five players – UltraTech
Cement, Shree Cement, Ambuja Cement (including ACC Ltd), Dalmia Bharath Limited and Nuvoco Vistas
Limited – account for approximately 54% of the total market share in Fiscal 2024. According to the CRISIL
Report, over the past five years, the sector has witnessed an unparalleled surge in mergers and acquisitions,
resulting in the transfer of 106-108 MTPA of capacity, of which 95-97 MTPA have been acquired by large
players (capacity ≥ 25 MTPA).

We are the fastest growing cement manufacturing company in India in terms of increase in installed
grinding capacity and sales volume from Fiscal 2014 to Fiscal 2024 (among the top 10 cement
manufacturing company), according to the CRISIL Report. Over this period, our installed grinding capacity
and sales volume grew at a CAGR of 14.14% and 19.06% respectively, as compared to the industry average
CAGR of 7.31% and 7.56% respectively according to the CRISIL Report. However, we may not be able
to grow or maintain our market share. Current and future competitors may introduce new and more
competitive products and accompanying supporting services, adopt more aggressive pricing policies,
increase production capacities, make strategic acquisitions or establish cooperative relationships among
themselves or with third parties, thereby increasing their ability to address the needs of our target customers.
Our competitors may also have access to captive or cheaper sources of raw materials and/or power and
fuel, which are the key inputs in our manufacturing processes. This would enable them to produce these
products at lower costs which in turn would result in an increase in their profitability.

In addition, if our competitors provide better commissions or incentives to our trade dealers, have better
brand recognition, longer operating histories, larger marketing budgets or better localised knowledge of the
regional market, it could result in our trade dealers favouring the products of our competitors. Failure to
effectively compete with our competitors with respect to our products and supporting services, pricing or
distribution, could have a material adverse effect on our business, financial condition, cash flows and results
of operations. Our profitability and competitiveness also depend on our ability to respond to technological
advances and emerging industry standards in the cement industry in a cost-effective and timely basis.
Changes in technology may make newer cement manufacturing equipment more competitive than ours thus
requiring us to incur additional capital expenditure to compete. If we are unable to adapt in a timely manner
to changing market conditions, customer requirements or technological changes, our business and financial
performance could be adversely affected.

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25. Our financial condition and business prospects could be materially and adversely affected if we do not
complete our greenfield and brownfield expansion projects as planned or if they experience delays or
cost overruns.

Our greenfield and brownfield expansion projects under development have a long gestation period before
they become operational or generate profit. For instance, we are in the process of undertaking additional
greenfield or brownfield projects to increase our Installed Grinding Capacity by 98.30% from 20.60
MMTPA to 40.85 MMTPA and clinker capacity by 102.48% from 6.44 MMTPA to 13.04 MMTPA, all of
which would require several approvals and steps prior to commencement of operations, including among
others, environmental clearances, entering into mining leases, land acquisition processes, among others.
For more details, see “Our Business – Our Strategies - Create a pan-India footprint by setting up new
plants in north and central India, supplemented by expansions in our current regions of operation”
beginning on page 259. We will be required to obtain environmental clearances under the environmental
impact assessment notification dated September 14, 2006 and consents to establish under the Air Act and
the Water Act prior to undertaking the proposed expansion projects. For further details, see “Government
and other Approvals – Material approvals in relation to our Company - Material approvals or renewals
applied for but not received” and “Our Business - Our Strategies - Create a pan-India footprint by setting
up new plants in north and central India, supplemented by expansions in our current regions of operation”
on beginning on pages 551 and 259, respectively.

The development of such projects involves various risks, including, among others, regulatory risk,
construction risk, financing risk and the risk that these projects may ultimately prove to be unprofitable.
Entering into such projects may also pose significant challenges to our management, administrative,
financial and operational resources. Our projects under construction or development may be delayed or
terminated due to a number of factors including: inability of our contractors to complete the construction
of the project on time, within budget or to the standards specified to them; failure to obtain necessary
government approvals in time or at all; occurrence of force majeure events; unanticipated cost increases or
changes in scope of work granted under the respective concession; disruptions such as injury to third
parties, site accidents or other incidents and contractual disputes with our construction contractors; and
inability to obtain adequate financing to complete construction of and to commence operations of the
project.

A delay on account of any of the factors enumerated above, could increase the financing costs associated
with the construction and cause us to exceed the forecasted budget. We may also be unable to recover the
amounts we have invested in the project if the projections contained in the detailed project study/ feasibility
report for these projects do not materialize. For instance, we set up a 2.4 MMTPA grinding unit at Salboni,
West Bengal which was commissioned in Fiscal 2018. The initial cost of the project was anticipated to be
₹5,185.20 million. However, ₹6,469.10 million was incurred to complete the project. There can be no
assurance that we will not experience similar increased costs or time overruns in the execution of our
greenfield and brownfield projects in the future, the occurrence of which may adversely impact our
financial condition and business prospects.

Further, a significant amount of our sales is in the southern, western and eastern regions of India. We
therefore do not have the same level of familiarity with the economic condition, consumer base, commercial
operations and state specific legal regulations in the new markets we propose to enter into. There can be no
assurance that our expansion plans in these new regions will be successful, as our competitors may have
more established brands, more experience in consumer trends and deeper relationship with customers,
suppliers and distribution channels in these regions. As a result, it may be more expensive for us to
manufacture and/or distribute our products in these new regions and it may take longer than anticipated to
reach expected sales and profit levels, which could affect the viability of these operations or our overall
profitability.

26. We are yet to place orders for certain equipment and certain civil works for establishing a new integrated
cement unit at Nagaur, Rajasthan proposed to be part funded through this Offer. In the event of any
delay in placing the orders, or in the event the vendors are not able to provide the equipment or services
in a timely manner, or at all, it may result in time and cost over-runs and our business, prospects and
results of operations may be adversely affected.

We intend to utilize a portion of the Net Proceeds for part financing the cost of establishing a new integrated
cement unit at Nagaur, Rajasthan. As of June 30, 2024, we have incurred an aggregate cost of ₹2,878.57

62
 million which is 10.67% of the total estimated cost of the Nagaur Project i.e., ₹26,972.50 million. As on
June 30, 2024, we are yet to place orders for ₹ 17,608.69 million of capital expenditure to be incurred for
the Nagaur Project, which is 73.08% of the remaining estimated cost of ₹ 24,093.93 million of the Nagaur
Project yet to be deployed. For details, see “Particulars of the Offer - Objects of the Offer” beginning on
page 137. For the cost estimates, we have relied on report issued by Holtec Consulting Private Limited for
Nagaur Project, along with purchase orders, LOI, quotations, contracts mentioned therein. Such quotations
are valid for limited periods and may be subject to revisions and are subject to other commercial and
technical factors. If there is any increase in the costs of equipment, additional costs will need to be borne
by our Company from its internal accruals.

The completion of such projects is dependent on the performance of external agencies, which are
responsible for inter alia civil work, installation and commissioning of machinery and supply and testing
of equipment. If the performance of these agencies is inadequate, it may result in incremental cost and time
overruns which could adversely affect our business and results of operations. We may also be unable to
identify suitable replacement external agencies in a timely manner. In addition, the actual amount and
timing of our future capital requirements may differ from our estimates as a result of, among other things,
unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, engineering design
changes and technological changes. As a result, there can be no assurance that we will be able to undertake
such capital expenditure within the cost indicated by such quotations or that there will not be cost
escalations. In addition, Nagaur Project may also be subject to regulatory restrictions or approvals which
we are yet to obtain, including approvals required prior to commissioning of the project. For further
information, see “Particulars of the Offer - Objects of the Offer” beginning on page 137. Our inability to
procure such approvals or machinery and equipment at acceptable prices or in a timely manner, may result
in an increase in capital expenditure, the proposed schedule implementation and deployment of the Net
Proceeds may be extended or may vary accordingly, thereby resulting in an adverse effect on our business,
prospects and results of operations.

27. Our inability to collect receivables and default in payment from our customers could result in the
reduction of our profits and affect our cash flows.

Our business depends on our ability to successfully collect payments from our customers. We typically
extend a credit period and collect payments after such credit period. We offer discounts to customers to
that make early payments. In certain cases, in the non-trade channel we also secure our receivables through
del credere agents. The credit period on sales of our products ranges from 7-120 days with or without
security. There is no assurance that our customers will not default on their payments or pay us on time. Our
inability to collect receivables from our customers on time could adversely affect our working capital and
cash flows. The table below sets forth our trade receivables and debtors’ turnover ratio for the periods
indicated:
(in ₹ million unless otherwise indicated)
Fiscal
Particulars
2024 2023 2022
Trade receivables 7,828.43 7,107.88 7,662.68
Debtors’ turnover ratio (1) 12.99% 12.65% 14.84%

(1) Debtors’ turnover ratio refers to our average trade receivables divided by our net sales.

Actual losses on customer balances could differ from those that we currently anticipate and as a result we
may need to adjust our provisions. Financial difficulties including insolvency or bankruptcy experienced
by our customers could cause delays in payments to us or they may request modifications to their payment
arrangements that could increase our receivables or affect our working capital requirements. An increase
in bad debts or in defaults by clients may compel us to utilise greater amounts of our operating working
capital thereby adversely affecting our results of operations and cash flows. While we have not recorded
any bad debts in Fiscals 2024, 2023 and 2022, we had made provisions for doubtful debts as set forth in
the table below for the periods indicated:

(in ₹ million)
Fiscal
Particulars
2024 2023 2022
Allowance for expected credit loss 103.57 26.41 27.90

63
 An increase in bad debts or in defaults by clients may compel us to utilize greater amounts of our operating
working capital and result in increased interest costs, thereby adversely affecting our results of operations
and cash flows.

28. Our manufacturing activities and mining operations are subject to risks of operational hazards and can
cause injury to people or property in certain circumstances, the occurrence of which may hamper our
reputation, business, financial condition, and results of operations.

Our plants require individuals to work with heavy machinery and other materials as well as in high
temperatures near our kilns and at significant heights at our preheaters, grinding mills and storage silos.
These activities could cause potential harm and injury due to human errors or machine malfunctions. In
Fiscals 2024, 2023 and 2022, our lost-time-injury count was six, four and two, respectively, and we had
one fatal incident in Fiscal 2024 and two fatal incidents in Fiscal 2023.

• In March 2023, there was a fatal incident where a contract labourer fell from the third floor during
fabrication while replacing a gas cylinder at the JSW Cement FZC clinker unit. Pursuant to the
investigations, we have increased the staircase hand railing height, conducted a training session to
increase awareness on three-point contact and have taken additional measures to improve
supervision.

• In July 2023, a contractor at the JSW Cement FZC clinker unit was fatally injured by falling from a
height at the plant site while performing a deck sheeting job. Pursuant to the investigations, we have
taken steps to ensure regular supervision at the plant site, including by requiring vertigo screening
for workers and hiring safety officers.

• In April 2022 we had a fatal incident at the Jajpur plant where a truck driver succumbed to injuries
while loading a truck. The incident was caused due to limited space at the loading site between the
truck loading machine and the truck. Pursuant to investigations, we have taken preventive steps
including to provide more space for loading of our trucks.

An accident or injury that occurs in the course of our operations could result in disruptions to our business
and have legal and regulatory consequences and we may be required to compensate such individuals or
incur other costs and liabilities, any and all of which could adversely affect our reputation, business,
prospects, financial condition and results of operations. Further, there can be no assurance that our
insurance policies will provide adequate coverage in the event of a legal claim.

We are subject to operating risks associated with handling of hazardous materials such as the possibility of
spills and leakages from containers, fire, and the discharge or release of toxic or hazardous substances,
which in turn may cause personal injury, property damage and environmental contamination. We also
utilise other types of non-hazardous waste products in our kilns such as refuse derived fuel and segregated
municipal waste which may result in operating risks such as odour nuisance, fire hazards or environmental
contamination. In addition, our mining operations are also subject to risks and hazards associated with the
exploration, development, and production of natural resources, such as inclement weather, fires and
explosions, which could limit our ability to extract limestone from the mines and cause injury to people or
property in situations when the safety and precautionary measures are breached. Mining operations can also
lead to environmental consequences including those resulting from wastewater generated and change in
land use. As per the terms of some of our mining lease deeds, we are required to report the occurrence of
any such accident and pay compensation for all damage, injury or disturbance caused by our mining
operations in exercise of the liberties and powers granted to us under the respective lease deeds and keep
indemnified the respective state governments in relation to any claims brought against it. While we have
not been found liable for any accidents or damages in the past, any failure to comply with such laws may
lead to closure, penalties, fines and imprisonment.

29. We rely primarily on third-party insurance policies to insure our operations-related risks. If our
insurance coverage is inadequate, it may have an adverse effect on our business, financial condition
and results of operations.

We maintain insurance policies on an ongoing basis for a variety of risks such as risks related to cyber
liability, terrorism, fidelity guarantee, standard fire and special perils, burglary, directors’ and officers’
liability insurance, public liability insurance, electronic equipment insurance, marine export-import

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 insurance, comprehensive general commercial insurance and erection all risks insurance. We have also
obtained business interruption insurance to cover losses related to material damages. For further details on
our insurance arrangements, see “Our Business – Insurance” beginning on page 289.

The table below sets forth our insurance cover as a percentage of total assets for the periods indicated:

(in ₹ million unless otherwise indicated)

As of March 31,
Particulars
2024 2023 2022
Insured assets* 70,397.02 63,000.36 57,124.94
Insurance cover as a percentage of total 100.00% 100.00% 100.00%
assets
*Excludes gross block pertaining to switching station, leasehold improvement, external road and railway siding.

However, such insurance may not be adequate to cover all losses or liabilities that may arise from our
operations. Our insurance policies contain exclusions and limitations on coverage, and, accordingly, we
may not be able to successfully assert claims for the full amount of any liability or losses. Additionally,
there may be various other risks and losses for which we are not insured because such risks are either
uninsurable or not insurable on commercially acceptable terms. Furthermore, there can be no assurance
that in the future we will be able to maintain insurance of the types or at levels which we deem necessary
or adequate or at premiums which we deem to be commercially acceptable. Furthermore, our claim records
may affect the premiums which insurance companies may charge us in the future. If we are unable to pass
the effects of increased insurance costs on to our customers, the costs of higher insurance premiums could
have a material adverse effect on our costs and profitability. The following table provides details on our
insurance claims for the periods indicated:

Fiscal
Particulars
2024 2023 2022
Number of claims made 106 59 66
Number of claims closed 106 58 66
Number of claims outstanding - 1 -
Total number of claims 106 59 66
Claims ratio (in %) 100.00% 98.31% 100.00%

While our insurance claims have not been rejected in the past some of our insurance claims may be rejected
by the insurance agencies in the future and there can be no assurance that any claim under the insurance
policies maintained by us will be honoured fully, in part, or on time. The occurrence of an event for which
we are not insured, where the loss is in excess of insured limits or where we are unable to successfully
assert insurance claims from losses, could result in uninsured liabilities. Any uninsured losses or liabilities
could result in an adverse effect on our business operations, financial conditions and results of operations.

30. We depend on the timely availability of labour for our operations and our inability to control the cost of
our labour force could adversely affect the operations.

Our success depends on our ability to attract, hire, train and retain contract labourers who are experienced
in cement and cement related manufacturing operations. However, we face disruptions to the steady and
regular availability of such labour. For instance, during the COVID-19 pandemic in 2020 and 2021, we
faced disruptions in the availability of contract labourers due to lockdown restrictions imposed by the
Government of India, and the resulting migration of labour to their hometowns in India. We appoint
independent contractors who in turn engage on-site contract labourers to perform ancillary operations
including civil, electrical and mechanical works and housekeeping activities and we are accordingly
required to ensure compliance with provisions of the Contract Labour (Regulation and Abolition) Act,
1970. Although we do not engage with these contract labourers directly, we may be held responsible for
any wage payments to be made to such labourers in the event of default by such independent contractors.
For instance, pursuant to orders of the Assistant Labour Commissioner dated September 6, 2023, we were
required to pay statutory gratuity amounting to ₹0.89 million to contract labourers due to default of payment
of gratuity dues by our independent contractor. As a result, any order from a regulatory body or court may
have an adverse effect on our business, results of operations, future cash flows and financial condition. Any
upward revision of wages by the relevant state governments or requirement to fund the wage requirements
of such contract labourers may have an adverse impact on our results of operations and financial condition.

65
 While we have not been required to absorb contract labourers as our permanent employees in the past, we
may be required to do so in the future if we are found to be in violation of the Contract Labour (Regulation
and Abolition) Act, 1970. Further, we may also have to incur additional expense to train and retain skilled
contract labourers.

31. We may be subject to unionisation, work stoppages or increased labour costs, which could adversely
affect our business and results of operations

As of March 31, 2024, 13 of our employees at the Shiva Cement Limited clinker unit were unionised into
labour unions. Such labour unions may organise work stoppages and strikes which could materially disrupt
our operations. We are also subject to several stringent labour laws that protect the interests of workers,
including the Industrial Disputes Act, 1947, which imposes financial obligations on employers upon
retrenchment. While we have not faced any labour unrest in the past three Fiscals, any future labour unrest
including labour disputes, strikes, lockouts or industrial accidents experienced by us or delays in resolving
such labour unrest, could directly or indirectly prevent or hinder our normal operating activities. Any such
prolonged disruptions to our business could materially and adversely affect our results of operations and
financial condition.

32. Non-compliance with and changes in health, safety, labour, and environmental laws and other similar
regulations to our plants may adversely affect our business, results of operations and financial condition.

Our operations generate pollutants and waste some of which may be hazardous. We are subject to safety,
health, labour, and environmental regulations in the countries we operate. These regulations impose
controls on air and water pollution, noise pollution, hazardous waste management and handling including
certain liquid hazardous waste used as a fuel substitute at our cement kilns. Environmental laws and
regulations in India have become and continue to be more stringent, and the scope and extent of new
environmental regulations, including their effect on our operations, cannot be predicted with any certainty.
For example, the guidelines to regulate and control groundwater extraction in India, 2020, require all
projects to obtain a no objection certificate for extraction of ground water. In the UAE, JSW Cement FZC
is required to obtain relevant environmental no objection licenses and certificates in order to carry out its
operations, such as the Environmental License issued by the Fujairah Environmental Authority. JSW
Cement FZC is also required to obtain certain government approvals such as the Certificate of Completion
of Works and Certificate of Compliance from the Civil Defence Department, Fujairah, UAE in relation to
its operations. It is further required to comply with all UAE federal and local laws with respect to
environmental protection and development including applicable laws with respect to the storage, processing
emission, discharge and disposal of pollutants. Any failure on our part to comply with any existing or future
regulations applicable to us may subject us to fines, penalties, criminal and civil sanctions and legal
proceedings, including public interest litigations.

For instance, we have in the past received notices dated November 1, 2023 and December 1, 2023 from the
Maharashtra Pollution Control Board directing closure of our ready mix concrete (“RMC”) plant at Deonar
due to non-compliances of applicable effluent emission standards and failure to maintain equipment on
account of which the bank guarantee of ₹0.05 million submitted by us was forfeited and we were directed
to submit a fresh bank guarantee ₹0.10 million. We also received a notice dated November 25, 2021 issued
by the West Bengal Pollution Control Board directing our Company to pay environmental compensation
of ₹1.00 million and submit a bank guarantee of ₹2.00 million on account of failure to maintain certain
effluent treatment equipment. We have subsequently paid the environmental compensation and submitted
a reduced bank guarantee of ₹1.00 million in accordance with the directions of the West Bengal Pollution
Control Board. Further, pursuant to our letter dated December 12, 2023 to the West Bengal Pollution
Control Board, we have sought for the withdrawal of the bank guarantee provided as we have since
complied with applicable emissions standards. We are awaiting a response from the West Bengal Pollution
Control Board on this matter. We cannot assure you that our costs of complying with current and future
environmental laws and other regulations will not adversely affect our business, results of operations or
financial condition.

We are also subject to the laws and regulations governing employees in such areas as minimum wage and
maximum working hours, overtime, working conditions, hiring and termination of employees, contract
labour, work permits, payments of various employee benefits such as gratuity, bonuses, provident fund
contribution, and compensation for accidents suffered by labourers. There is a risk that we may fail to
comply with such regulations, which could lead to enforced shutdowns of our plants, and other sanctions

66
 imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory approvals.
We cannot assure you that we will not be involved in future litigation or other proceedings or be held liable
in any litigation or proceedings including in relation to safety, health and environmental matters, the costs
of which may be significant. For further details, see “Outstanding Litigation and Material Developments –
Actions by statutory or regulatory authorities against our Company” beginning on page 536. See also “-
1. Our business depends on our ability to mine and procure sufficient limestone for our operations. Our
inability to do so on reasonable terms, or at all, could have an adverse impact on our business, financial
condition, and results of operations” beginning on page 40.

33. We have availed unsecured borrowings and may not be able to meet our obligations under such
unsecured financing agreement, which may have an adverse effect on our business, prospects, financial
condition and results of operations.

As of March 31, 2024, we had outstanding unsecured borrowings of ₹1,000.00 million availed from Kotak
Mahindra Bank Limited and DBS Bank India Limited. Our ability to service our debt obligations and to
repay our outstanding borrowings depends primarily upon the cash flow generated by our business. We
may not be able to pay our debt obligations in a timely manner or at all. Furthermore, we could default
under our loans due to factors beyond our control. Any such default could have a material adverse impact
on our business, prospects, financial condition and results of operations. For further details, see “Financial
Indebtedness” beginning on page 526. While we have not experienced such instances in the past three
Fiscals, such unsecured borrowings may be recalled by the lender at any time in the future regardless of the
repayment schedule and typically upon occurrence of certain events, such as failure to comply with the
terms and conditions of the borrowings, triggering of cross defaults, etc. In such cases, we may be required
to repay the entirety of the unsecured loan amount together with accrued interest. We may not be able to
generate sufficient funds at short notice to be able to repay such borrowings and may be required to resort
to refinancing such loans at a higher rate of interest and on terms not favourable to us, which may have an
adverse effect on our business, prospects, financial condition and results of operations.

34. The limestone and coal mining data and reserve life and amount of resources provided in this Draft Red
Herring Prospectus is only an estimate and our actual reserve life and amount of resources may differ
from such estimate.

Information relating to our operational capacities and the historical capacity utilisation of plants and reserve
life and resources data of the limestone and coal mines included in this Draft Red Herring Prospectus is
based on various assumptions and estimates that have been considered by the chartered engineers and
mining geologists in the calculation of our capacity. These details have been certificated by Min Mec
Consultancy Private Limited (coal consultant registered with the National Accreditation Board for
Education and Training), Vallabh Tarun Chander (mining geologist recognized as a qualified person to
prepare mining plants by Government of Telangana, Department of Mines and Geology) and Kondru
Dhanapathi Rao (independent chartered engineer registered with Institute of Engineers (India)). There are
uncertainties inherent to estimating the reserve life and amount of limestone and coal resources available
and in projecting future rates of production, including factors beyond our control. Estimating reserve life
and limestone and coal resource data is a subjective process and the accuracy of any estimate is a function
of the quality of available data and engineering and geological interpretation and judgement. Estimates of
different chartered engineers may vary and the results of exploration, mining and production subsequent to
the date of an estimate may lead to a further revision of estimates. If the assumptions upon which estimates
have been based on prove to be incorrect, or estimates differ materially from the actual reserve life or
amount of limestone and coal resources available, we will need to revise such estimates and this may
adversely affect our business plans and results of operations.

35. We are required to pay royalties to the state governments for our mining operations. Our failure to pay
these royalty amounts or an increase in the royalty rates could adversely impact our operations.

We are required to pay fixed royalty to the respective state governments to mine limestone under our lease
agreements. The table below sets forth our royalty expenses for the periods indicated.

(in ₹ million unless otherwise indicated)

Fiscals
Particulars
2024 2023 2022
Royalties’ expenses for operational mines 478.98(1) 242.87 554.85

67
 Royalties as a percentage of revenue from 0.79% 0.42% 1.19%
operations

(1) Royalties paid by JSW Cement FZC was ₹384.12 million, ₹279.07 million and ₹274.56 million in Fiscals 2024, 2023 and 2022,
respectively (not forming part of above table).

The respective state government is empowered under the MMDR Act to review and revise royalty
payments and can introduce new levies. In terms of the Fujairah Mine Agreement, the Local Decision No.
2 of 2015, Law No. 6 of 2011 concerning regulation of cement manufacturing in the Emirate of Fujairah,
as amended from time to time and any other relevant laws and regulations applicable in the Emirate of
Fujairah, the FNRC may revise royalty payments for JSW Cement FZC’s operations in the UAE. While
royalties payable under our lease agreements have not increased in the past three Fiscals, any increase in
royalties could cause our cost of production to increase, which in turn may result in increased operating
costs and lower profitability.

For example, our subsidiary, Shiva Cement Limited, received a show cause notice from the Office of the
Deputy Director of Mines, Rourkela, directing it to pay the highest rate of royalty for limestone extracted
from its Khatkurbahal mines under the Orissa Minerals (Prevention of theft, Smuggling & Illegal Mining
and Regulation of Possession, Storage, Trading and Transportation) Rules, 2007 (“Mining Rules”), citing
non-compliance with safety standards. Shiva Cement Limited has contested this royalty, however, we
cannot assure you that this legal proceeding will be decided in its favour and that no further liability will
arise out of this proceeding. For further details, see- “Outstanding Litigation and Material Developments -
Litigation involving our Subsidiaries –Actions by statutory or regulatory authorities against our
Subsidiaries – Shiva Cement Limited” beginning on page 541.

36. We are undertaking research and development and are installing various technologies in our plants to
reduce our overall production costs. The development of such technologies and its implementation
requires significant expenditure and capital outlay. Our inability to realise the benefits of such
expenditure on new technologies could adversely impact our results of operations.

We undertake research and development to support our operations. For example, to reduce our raw material
costs, we have implemented measures such as the use of alumina killed slag, a by-product from steel plants
in addition to blast furnace slag to partly substitute the use of limestone in manufacturing products at our
Nandyal plant. Further, in order to reduce our power and fuel costs, we utilise alternate power and fuel
sources such as WHRS. We are also harnessing digitalisation to boost service quality and ensure cost-
effectiveness across our supply chain. This involves setting up a digital logistics control tower (“LCT”) to
oversee the entire order process from the receipt of orders to the delivery of our products by utilising yard
management systems, radio frequency identification (“RFID”) and global positioning system (“GPS”)
tracking along with automated route and fleet optimisation. For further details, see “Our Business – Our
Strategies – Continue to improve operational efficiency and implement cost reduction measures” beginning
on page 263. The development and installation of such technologies requires expenditure and entails
technical and business risks. Set out below are the expenses incurred by us on research and development
during the fiscal years as stated below:
(in ₹ million)
Fiscals
Particulars
2024 2023 2022
Research and Development Expense 2.30 6.87 0.32

We cannot assure you that we will be able to successfully implement the proposed technologies or that
such technologies will result in a reduction of production costs in line with our expectations. Further, the
success of these technologies depends on the availability of alternate fuels to feed into these systems. If we
are unable to realise the benefits of such expenditure, our profitability, cash flows and results of operations
could be adversely affected.

37. Any failure of our software and information technology systems could adversely affect our business and
operations. Any actual or perceived cybersecurity or privacy breach could interrupt our operations, harm
our brand and adversely affect our reputation, brand, business, financial condition and results of
operations.

We have invested in software and information technology systems that support our business processes
including product development, sales, order processing, production, procurement, inventory management,

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 quality control, human resource functions, distribution and finance. The table below provides an overview
of our software and information technology related expenses for the periods indicated:

(in ₹ million unless otherwise indicated)

Fiscal
Particulars
2024 2023 2022
Software and information technology related expenses 167.05 131.60 103.36
Software and information technology related expenses as a
percentage of revenue from operations 0.28% 0.23% 0.22%

These systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures,
natural disasters, and similar events. even with our disaster recovery system in place. Effective response to
such disruptions will require effort and diligence on the part of our employees to avoid any adverse effect
to our information technology systems. Any breakdown in our enterprise resource planning system could
adversely impair our operations. In addition, our systems and proprietary data stored electronically may be
vulnerable to computer viruses, cybercrime, computer hacking and similar disruptions from unauthorised
tampering. If such unauthorised use of our systems were to occur, data related to our product formulas,
product development and other proprietary information could be compromised. While such events have
not occurred in the past, the future occurrence of any of these events could adversely affect our business,
interrupt our operations, subject us to increased operating costs and expose us to litigation.

Further, we also face risks relating to compliance with applicable laws, rules and regulations relating to the
collection, storage, use, sharing, disclosure, protection and security of personal information, as well as
requests from regulatory and government authorities relating to such data. Many laws and regulations
relating to privacy and the collection, storage, sharing, use, disclosure, and protection of certain types of
data are subject to varying degrees of enforcement and new and changing interpretations by courts or
regulators. For instance, we are required to comply with the Information Technology Act, 2000 (“IT Act”)
and the rules notified thereunder. The Parliament passed the Digital Personal Data Protection Act, 2023
(“DPDP Act”) on August 9, 2023. The DPDP Act, once notified, will replace the existing data protection
provision, as contained in Section 43A of the IT Act. The DPDP Act provides for the processing of digital
personal data in a manner that recognises both the rights of individuals to protect their personal data and
the need to process personal data for lawful purposes and matters incidental thereto. As the relevant rules
are yet to be notified, the impact on the DPDP Act on our business and operations remains uncertain.

38. We have certain contingent liabilities that have not been provided for in our financial statements, which
if they materialise, may adversely affect our financial condition.

We have created provisions for certain contingent liabilities in our financial statements. As of March 31,
2024, 2023 and 2022, our contingent liabilities that have not been provided for were as follows:

(in ₹ million)
As of March 31,
Particulars
2024 2023 2022
Custom duty 227.03 225.04 225.04
Excise duty 67.75 27.43 42.45
Cess under the building and other constructions workers 20.00 20.00 20.00
act, 1946
VAT 48.22 48.74 48.74
Entry tax 0.64 0.64 0.64
Service tax/goods and services tax 124.90 119.39 115.24
Income tax 540.58 415.60 157.06
Compensation for excess mining of limestone - - 185.77
Royalty demand 11.15 - -
Total 1,040.27 856.84 794.94

Our contingent liabilities may become actual liabilities and if a significant portion of these liabilities
materialise, it could have an adverse effect on our business, financial condition and results of operations.
There can be no assurance that we will not incur similar or increased levels of contingent liabilities in the
current Fiscal or in the future and that our existing contingent liabilities will not have material adverse
effects on our business, financial condition and results of operations. For details regarding our contingent
liabilities, see “Financial Information – Restated Consolidated Financial Information – Note 38 a)

69
 Contingent liabilities” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Contingent Liabilities” beginning on pages 470 and 495, respectively.

39. Any negative or insufficient cash flows would adversely affect our ability to operate our business and
implement our growth plans, thereby affecting our financial condition.

We require working capital for our operations. Our success depends on our ability to continue to secure
and successfully manage our working capital requirements. The following table sets forth certain
information relating to our cash flows in the periods indicated:
(in ₹ million)
Fiscal
Particulars
2024 2023 2022
Net cash generated from operating activities 14,077.26 6,531.58 3,390.13
Net cash used in investing activities (11,198.27) (17,929.12) (15,297.23)
Net cash flows (used)/generated from financing activities (2,208.73) 10,410.01 12,598.91
Net increase/(decrease) in cash and cash equivalents 670.26 (987.53) 691.81
Cash and cash equivalents at the end of the year 1,181.60 511.34 1,648.33

If we fail to manage our working capital and other sources of financing, we may have insufficient capital
to maintain and grow our business, and we may breach the terms of our financing agreements with banks,
face claims under cross-default provisions and be unable to obtain new financing, any of which would have
a material adverse effect on our business, results of operations and financial condition. Significant negative
cash flows in the short term, could also materially impact our ability to operate our business and implement
our growth plans. As a result, our cash flows, business, future financial performance and results of operations
could be materially and adversely affected.

40. Prolonged outage of operations, including due to breakdown of machinery at our plants may have a
material adverse effect on our business, financial condition and results of operations.

Our plants are subject to various operating risks, such as the breakdown or failure of equipment, shortage
of power supply, decrease in performance below expected levels of output or efficiency, obsolescence of
equipment, labour disputes, strikes and lockouts, natural disasters, industrial accidents and the need to
comply with the directives of relevant government authorities. The occurrence of any of these risks and
particularly, any significant malfunction or breakdown of our machinery, could significantly affect our
operating results. Long periods of business disruption could result in a loss of customers. While we take
precautions to minimise the risk of any significant operational problems at our plants, our business,
financial condition and results of operations may be adversely affected by any disruption of operations at
our plants, including due to any of the factors mentioned above. Although we have not experienced any
significant disruptions at our plants or lost customers as a result of that in the past, we cannot assure you
that there will not be any disruptions in our operations in the future. Our inability to effectively respond to
adverse events and rectify any disruption, in a timely manner and at an acceptable cost, could lead to the
slowdown or shutdown of our operations or the under-utilisation of our plants, which in turn may have an
adverse effect on our business, results of operations and financial condition.

41. We may be subject to product liability claims that could harm our business, financial condition and
results of operations.

The products that we produce are subject to risks such as contamination, adulteration and product
tampering during their production, transportation or storage. While we are subject to consumer disputes
with respect to our products there are no material outstanding litigations in this regard involving our
Company or our Subsidiaries. There is no assurance that product liability claims against us will not arise
whether due to substandard quality or other causes such as customers modifying our products by mixing in
other additives. Any defects in our products could harm our reputation and result in negative publicity, loss
of revenue, harm to the “JSW Cement” brand, and cause us to be subject to potential lawsuits or the
diversion of our management’s attention and other resources.

42. We may not be able to protect our intellectual property rights and prevent the unauthorised use of our
intellectual property, which could harm our business and competitive position.

We have obtained 32 registered trademarks (including label marks) and have made 35 applications for
registration of our trademarks under classes 1, 12, 19 and 37 of the Trade Marks Act, 1999. We have also

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 obtained three patents and have filed four patent applications under the Patents Act, 1970 in relation to
certain of our manufacturing and packing processes. We cannot assure you that such registration of our
trademark, design or patents will be granted to us in a timely manner, or at all. As a result, we may not be
able to prevent infringement of our trademarks, designs or patents and a passing off action may not provide
sufficient protection until such time that such registration is granted. Any damage to our brand or our
reputation may result in withdrawal of business by our existing customers or our intermediaries as well as
loss of new business from potential customers and arrangements with new active trade dealers, sub-dealers
and any other potential intermediaries. Furthermore, negative publicity may result in an increase in
regulatory scrutiny of our industry practices as well as an increase in litigation claims, which may further
increase our costs of doing business and affect our profitability. Negative publicity may also influence
market perception of our business and affect our ability to maintain our credit ratings. Accordingly, any
harm to our brand and reputation may have an adverse effect on our business, results of operations, cash
flows and financial condition.

43. We may be subject to exchange rate fluctuations, which could materially and adversely impact our
business, financial condition and results of operations.

Although our reporting currency is the Indian Rupee, we enter into transactions involving foreign currency
including imports of raw materials such as coal and petcoke. Volatility in exchange rates affects our revenue
from export markets and the costs of imports, primarily in relation to raw materials. We are exposed to
exchange rate risk under our trade and debt portfolio. The table below sets forth the carrying amounts of
our monetary assets and monetary liabilities of March 31, 2024:

Particulars USD EURO INR Total

Financial assets
Cash and cash equivalents - - 1,181.60 1,181.60
Bank balances other than cash and cash equivalents - - 1,978.20 1,978.20
Trade receivables - - 7,828.43 7,828.43
Loans 1,376.14 - 903.00 2,279.14
Investments - - 5,435.84 5,435.84
Other financial assets 194.25 - 6,462.31 6,656.56
Total financial assets 1,570.39 - 23,789.38 25,359.77
Financial liabilities
Long term borrowings 8,337.39 - 33,231.23 41,568.62
Short term borrowings - - 16,789.02. 16,789.02
Trade payable 1,316.81 - 10,905.65 12,222.46
Lease liabilities - - 4,180.25 4,180.25
Other financial liabilities 55.99 93.83 8,377.52 8,527.34
Total financial liabilities 9,710.19 93.83 73,483.67 83,287.69

Adverse movements in the exchange rate between the rupee and any relevant foreign currency would result
in increase in our overall debt position in rupee terms without us having incurred additional debt and
favourable movements in the exchange rates would conversely result in reduction in our receivables in
foreign currency. We enter into hedging arrangements in accordance with our internal risk management
policies, as approved by the Board of Directors, and in accordance with the applicable regulations where
we operate. Set out below are our unhedged currency position as of the periods indicated:

(in millions)
As of March 31, 2024 As of March 31, 2023 As of March 31, 2022
Particulars US$ INR US$ INR US$ INR
equivalent equivalent equivalent equivalent equivalent equivalent
Amounts receivable in foreign currency
Loans to related parties 17.73 1,376.14 17.98 1,478.60 - -
Interest receivable from 1.01 194.25 1.02 84.09 - -
related parties
Trade receivable - - 0.00 0.05 0.70 53.16
Amounts payable in foreign currency
Long term borrowings 67.86 5,657.52 25.00 2,055.43 - -
Interest accrued on long term 0.06 5.34 - - - -
borrowings
Trade payable - - 2.79 229.62 0.01 0.68

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 Payable for capital projects 0.51 42.64 6.36 523.26 - -

To the extent we are unable to match revenues received in foreign currencies with costs incurred in the
same currency, or there are sharp exchange rate fluctuations between such currencies, it could have a
material adverse effect on our liquidity or our ability to efficiently utilise our working capital. While we
have been able to manage our foreign currency risk and mitigate our exposure to costs incurred in foreign
currency in the past, if we are unable to do so in the future, our results of operations and financial position
may be adversely affected.

44. If we are unable to effectively integrate our operations with our acquisitions and achieve operational
efficiency, it may not yield timely or effective results, which may affect our financial condition and
results of operations.

In Fiscal 2023 we acquired SMPL and invested in Vadraj Energy Solutions Limited, and in Fiscal 2017 we
acquired Shiva Cement Limited. For further details, see “History and Certain Corporate Matters”
beginning on page 299. Further, we may engage in strategic acquisitions in the future if it aligns with our
strategies. For further details, see “Our Business – Our Strategies” on page 259.There can be no assurance
that we will be able to successfully derive anticipated benefits from such acquisitions and integrate these
companies into our existing operations. Acquisitions involve various risks and challenges, including the
diversion of management’s attention from our existing business operations, the potential loss of key
employees and customers of the acquired businesses, potential disruption of business relationships with
current customers, uncertainties that may impair our ability to attract, retain and motivate key personnel,
issues relating to management and integration of operations, potential deficiencies in financial control and
statutory compliance at the acquired companies, increase in our expenses and working capital requirements,
failure to achieve cultural compatibility and other benefits expected from an acquisition and exposure to
unanticipated liabilities of the acquired companies. An inability to integrate our operations or manage the
acquired business may result in increased costs and adversely affect our results of operations. Further, we
may be adversely impacted by liabilities that we assume from our acquisitions, including known and
unknown obligations. We may also fail to identify or adequately assess the magnitude of certain liabilities.
In addition, we may require additional financial resources for the successful integration, expansion or re-
organisation of our acquired businesses. An inability to raise adequate finances in a timely manner and on
commercially acceptable terms could materially and adversely affect our business, results of operations and
financial condition.

45. JSW Cement FZC carries out its business in the UAE and is accordingly subject to risks associated with
doing business internationally.

JSW Cement FZC, one of our joint ventures, operates one clinker unit in the UAE that supplies clinker to
our grinding units in west India and sells clinker to third-party customers. For further details, see “Our
Business – Our Plants – Clinker Unit – JSW Cement FZC” beginning on page 276. JSW Cement FZC is
required to comply with various evolving local legal and regulatory requirements, including laws in relation
to environmental protection, consumer protection, data protection, labour, intellectual property, tax, trade,
anti-corruption and anti-money laundering and tariffs, export quotas, customs duties or other trade
restrictions. While JSW Cement FZC has followed such legal and regulatory requirements in the past, there
is no assurance that it will continue to comply in the future. Any future non-compliance may result in fines,
penalties and legal and regulatory actions which could adversely impact our business, financial condition
and results of operation.

JSW Cement FZC’s operations in the UAE are also subject to inherent risks in doing business in UAE.
Some of these risks include, (i) the potential for unexpected changes in legal, political, regulatory, social
and economic conditions or policies in the countries in which JSW Cement FZC’s products are sold and in
countries from which JSW Cement FZC sources supplies from third-party suppliers; (ii) the unexpected
deterioration of the relationship or the imposition of trade and economic sanctions between India and UAE
and/or between the UAE and any other country; and (iii) the effect of war or instability in the Middle East
or the surrounding region. While such risks have not occurred in the past, the occurrence of any of such
risks described above could have a material adverse effect on our business, financial condition, cash flows,
results of operations and prospects.

46. The equity shares of our Listed Subsidiary, Shiva Cement Limited have been suspended in the past from
being traded on the Calcutta Stock Exchange. There is no assurance that we will be able to fulfil all the

72
 requirements of the SEBI Listing Regulations and any non-compliance may result in suspension of
trading of our Equity Shares and/or the imposition of penalties.

In 2018, our Company acquired 53.52% of the paid-up equity share capital of Shiva Cement Limited. For
further details of acquisitions, see “History and Certain Corporate Matters - Details of material
acquisitions or divestments of business undertaking in the last 10 years” beginning on page 302. Prior to
our acquisition, from March 21, 2014 the equity shares of Shiva Cement Limited were suspended from
being traded on the Calcutta Stock Exchange (“CSE”) on account of capital issued by Shiva Cement
Limited not having been listed on the CSE. Subsequently, CSE revoked the suspension on trading of equity
shares of SCL on June 21, 2021. After the revocation of the suspension, on November 24, 2021, SCL
undertook a voluntary delisting of its equity shares from the CSE. In the event, our Company or Shiva
Cement Limited are found to be non-compliant with any applicable listing requirements, we may be
subjected to future regulatory actions, including suspension of trading of our respective equity shares and/or
imposition of penalties.

47. We have used information from the CRISIL Report which has been commissioned and paid for by our
Company for industry related data in this Draft Red Herring Prospectus and any reliance on such
information is subject to inherent risks.

For industry related data in this Draft Red Herring Prospectus, we have used the information from the
CRISIL Report, which we commissioned and paid for, pursuant to an engagement letter dated April 22,
2024. The CRISIL Report has been prepared and issued by CRISIL for the purpose of understanding the
industry, exclusively for the purpose of this Offer. The information is subject to various limitations,
highlights certain industry and market data relating to us and our competitors which may not be based on
any standard methodology and is based upon certain assumptions that are subjective in nature. Neither
our Company, nor the BRLMs are related to CRISIL. Accordingly, investors should read the industry
related disclosures in this Draft Red Herring Prospectus in this context. The CRISIL Report may use
certain methodologies for market sizing and forecasting and may include numbers relating to our Company
that differ from those we record internally. Industry sources and publications are also prepared based on
information as of specific dates and may no longer be current or reflect current trends. Industry sources
and publications may also base their information on estimates, projections, forecasts and assumptions that
may prove to be incorrect. Statements from third parties that involve estimates are subject to change, and
actual amounts may differ materially from those included in this Draft Red Herring Prospectus.
Accordingly, investors should not place undue reliance on, or base their investment decision solely on
this information. For further details, see “Certain Conventions, Use of Financial Information and Market
Data and Currency of Presentation – Industry and Market Data” beginning on page 20

48. We intend to utilise ₹8,000.00 million of the Net Proceeds to fund our capital expenditure requirements
to expand our overall manufacturing capacity. We have relied on the quotations received from third
parties in estimating such capital expenditure requirements.

We intend to use the Net Proceeds of the Offer for the purposes described in the section titled “Particulars
of the Offer - Objects of the Offer” beginning on page 137. The objects of the Offer comprise (i) part
financing the cost of establishing a new integrated cement unit at Nagaur, Rajasthan and (ii) repayment, in
full or in part, of certain outstanding borrowings availed by our Company. We estimate the total cost of
such expansion to be ₹ 26,972.50 million and have relied on the Project Report prepared by Holtec
Consulting Private Limited. As on June 30, 2024, we are yet to place orders for ₹ 17,608.69 million of
capital expenditure to be incurred for the Nagaur Project, which is 73.08% of the estimated cost of the
Nagaur Project yet to be deployed. For details, see “Particulars of the Offer - Objects of the Offer”
beginning on page 137. There is no assurance that we will be able to place such orders in a timely manner
or at all. We have not entered into any definitive agreements to utilise the Net Proceeds for this expansion
and have relied on the quotations received from third parties to estimate the project cost. Most of these
quotations are valid for a certain period of time and may be subject to revisions and other commercial and
technical factors. Additionally, in the event of any delay in placement of orders for raw materials, plants
or machineries, the proposed schedule, implementation and deployment of the Net Proceeds may be
extended or may vary accordingly. We cannot assure you that the actual costs incurred in relation to such
expansion will be similar to and not exceed the amounts indicated in the third-party quotations. For details,
see “Particulars of the Offer - Objects of the Offer – Details of objects of the Offer to be funded from Fresh
Issue proceeds” beginning on page 140

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49. Internal or external fraud or misconduct by our group’s or JSW Cement FZC’s employees or labourers
could adversely affect our reputation and our results of operations.

We may be subject to instances of fraud, misappropriation, unauthorised acts and misconduct by our or
JSW Cement FZC’s representatives, employees or labourers which may go unnoticed for certain periods
of time before corrective action is taken. Further, we employ third parties for certain operations including
to perform ancillary operations including civil, electrical and mechanical works and housekeeping activities
and accordingly, we are exposed to the risk of theft and embezzlement. In addition, we may be subject to
regulatory or other proceedings in connection with such acts by our representatives and employees, which
could adversely affect our goodwill. While such instances have not occurred in the past, any such instances
could also adversely affect our reputation, brand, business, results of operations and financial condition.
Even when we identify such instances and pursue legal recourse or file claims with our insurance carriers,
we cannot assure you that we will recover any amounts lost through such instances of fraud,
misappropriation, unauthorised acts and misconduct by our representatives and employees.

50. Our ability to pay dividends in the future will depend on our earnings, future cash flows, working capital
requirements, capital expenditures, financial condition and restrictive covenants of our financing
arrangements.

Any future determination as to the declaration and payment of dividends will be at the discretion of our
board of directors in accordance with the dividend distribution policy adopted by our Company on July 27,
2024 and will depend on factors that our board of directors deems relevant, including among others, our
earnings, future cash flows, working capital requirements, capital expenditure, financial condition,
restrictive covenants in our financing arrangements and business prospects and any other financing
arrangements. For further details, see “Dividend Policy” beginning on page 358. We have not declared
dividends on our Equity Shares in the past three Fiscals and till the date of filing this Draft Red Herring
Prospectus. There can be no assurance that we will declare and pay dividends in the future. We may decide
to retain all of our earnings to finance the development and expansion of our business and, therefore, may
not declare dividends on our Equity Shares. Additionally, in the future, we may be restricted by the terms
of our financing agreements in making dividend payments unless otherwise agreed with our lenders. See
“Dividend Policy” and “Financial Indebtedness” beginning on pages 358 and 526, respectively.

51. Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel have interests
in our Company in addition to their remuneration and reimbursement of expenses.

Our Promoters, certain of our Directors, Key Managerial Personnel and Senior Management Personnel may
be regarded as having an interest in our Company or having benefits other than the reimbursement of
expenses incurred and normal remuneration or benefits. Certain of our Promoters, Directors and Key
Managerial Personnel may be interested in Equity Shares held by them or held by the entities in which they
are associated as partners, promoters, directors, proprietors, members, trustees or beneficiaries, as well as
to the extent of any dividends, bonuses, or other distributions on such Equity Shares. Additionally, the
Sajjan Jindal Family Trust, in its capacity as the promoter of JSW IP Holdings Private Limited and Parth
Jindal and Sangita Jindal in their capacity as directors of JSW IP Holdings are interested in the JSW brand
equity and business promotion agreement dated October 8, 2014 entered into between JSW Investments
Private Limited and our Company. For further details, see “ - 42. We may not be able to protect our
intellectual property rights and prevent the unauthorised use of our intellectual property, which could harm
our business and competitive position”, “History and Certain Corporate Matters- Other material
agreements” and “Our Promoters and Promoter Group – Interests of Promoters” beginning on pages 70,
306 and 351, respectively. We cannot assure you that our Promoters, Directors, our Key Managerial
Personnel and Senior Management Personnel will exercise their rights as shareholders to the benefit and
best interest of our Company under all circumstances. For further details, see “Capital Structure”, “Our
Management – Interests of directors”, “Our Promoter and Promoter Group – Interests of Promoter”
beginning on pages 109, 319 and 351 respectively.

52. We track certain operational metrics and non-generally accepted accounting principles, measures with
internal systems and tools and do not independently verify such metrics. Certain of our operational
metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in
such metrics may adversely affect our business and reputation.

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 Certain of our operational metrics, including non-GAAP metrics, such as Operating EBITDA, Operating
EBITDA Margin, Net Debt (excluding CCPS) to Operating EBITDA Ratio, Net Worth, Return on Net
Worth, Net Asset Value Per Equity Share, Operating Return on Capital Employed, among others, are
prepared with internal systems and tools that are not independently verified by any third party and which
may differ from estimates or similar metrics published by third parties due to differences in sources,
methodologies, or the assumptions on which we rely. For further details, see “Certain Conventions, Use of
Financial Information and Market Data and Currency of Presentations – Non-GAAP Financial Measures”
beginning on page 20. Our internal systems and tools have a number of limitations and our methodologies
for tracking these metrics may change over time, which could result in unexpected changes to our metrics,
including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics
under count or over count performance or contain algorithmic or other technical errors, the data we report
may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our
metrics for the applicable period of measurement, there are inherent challenges in measuring how our
platform is used across large populations. Limitations or errors with respect to how we measure data or
with respect to the data that we measure may affect our understanding of certain details of our business,
which could affect our long-term strategies. If our operating metrics are not accurate representations of our
business, if investors do not perceive our operating metrics to be accurate or if we discover material
inaccuracies with respect to these figures, we expect that our business, reputation, financial condition, and
results of operations would be adversely affected.

53. Our funding requirements and proposed deployment of the Net Proceeds have not been appraised by
any bank or financial institution and may be subject to change based on various factors, some of which
are beyond our control.

The objects of the Offer have not been appraised by any bank or financial institution, and our funding
requirement is based on management estimates, current circumstances of our business and prevailing
market conditions, which are subject to changes in external factors, such as financial and market conditions,
market feedback and demand of our products, competition, business strategy and interest/exchange rate
fluctuations, which may not be within the control of our management. The estimates for the proposed
expenditure are based on several variables, a significant variation in any one or a combination of which
could have an adverse effect. For further details, see “Particulars of the Offer – Objects of the Offer”
beginning on page 137. Based on the competitive nature of our industry, we may have to revise our business
plan and/or management estimates from time to time and consequently our funding requirements may also
change. Such internal estimates may differ from the value that would have been determined by third party
appraisals, which may require us to reschedule or reallocate our expenditure, subject to applicable laws. In
case of increase in actual expenses or shortfall in requisite funds, additional funds for a particular activity
will be met by any means available to us, including internal accruals and additional equity and/or debt
arrangements, and may have an adverse impact on our business, results of operations, financial condition
and cash flows. Accordingly, investors in our Equity Shares will be relying on the judgment of our
management regarding the application of the Net Proceeds.

Our Company, in accordance with the applicable law and to attain the objects set out above, will have the
flexibility to deploy the Net Proceeds. Pending utilisation of the Net Proceeds for the purposes described
above, our Company may temporarily deposit the Net Proceeds within one or more scheduled commercial
banks included in the Second Schedule of Reserve Bank of India Act, 1934 as may be approved by our
Board or IPO Committee. We will appoint a Monitoring Agency for monitoring the utilisation of Gross
Proceeds in accordance with Regulation 41 of the SEBI ICDR Regulations and the Monitoring Agency
will submit its report to us on a quarterly basis in accordance with the SEBI ICDR Regulations.

54. We no longer consolidate JSW Cement FZC in our consolidated financial statements. As a result,
financial statements and operating metrics for Fiscal 2024 are not directly comparable with our
financial statements and operating metrics for Fiscals 2023 and 2022.

Until March 21, 2023, JSW Cement FZC was a wholly-owned subsidiary of our Company. Effective March
22, 2023, we reduced our equity interest in JSW Cement FZC and JSW Cement FZC became a joint venture
with Aquarius Global Fund PCC. We no longer consolidate JSW Cement FZC. As a result of this
deconsolidation, our financial statements for Fiscal 2024 do not consolidate JSW Cement FZC and account
for JSW Cement FZC under the equity method of accounting, while the financial statements for Fiscals
2023 and 2022 consolidate JSW Cement FZC as a wholly-owned subsidiary. Therefore, financial
statements and operating metrics for Fiscal 2024 are not directly comparable with our financial statements

75
 and operating metrics for Fiscals 2023 and 2022. For more details on the deconsolidation of JSW Cement
FZC see, “History and Certain Corporate Matters – Other material agreements – Shareholders cum joint
venture agreement dated February 6, 2023 amongst our Company, JSW FZC (“JSWCF”) and the Aquarius
Global Fund PCC (“Investor”)(“JV Agreement”)” beginning on page 306.

55. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior Shareholders’ approval.

While we intend to utilize a portion of the Net Proceeds for: (i) part financing the cost of establishing a
new integrated cement unit at Nagaur, Rajasthan; (ii) repayment, in full or in part, of certain outstanding
borrowings availed by our Company and (iii) general corporate purposes, at this stage, we cannot determine
with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any
exigencies arising out of competitive environment, business conditions, economic conditions or other
factors beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we
cannot undertake any variation in the utilization of the Net Proceeds without obtaining Shareholders’
approval through a special resolution. In the event any circumstances arise that require us to undertake
variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain the Shareholders’
approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may
adversely affect our business or operations. Furthermore, our Promoters would be required to provide an
exit opportunity to Shareholders who do not agree with our proposal to change the objects of the Offer or
vary the terms of such contracts, at a price and manner as prescribed by SEBI. Additionally, the
requirement on the Promoters to provide an exit opportunity to such dissenting shareholders may deter the
Promoters from agreeing to the variation of the proposed utilization of the Net Proceeds, even if such
variation is in the interest of our Company. There can be no assurance that the Promoters or the controlling
shareholders of our Company will have adequate resources at their disposal at all times to enable them to
provide an exit opportunity at the price prescribed by SEBI. In light of these factors, we may not be able
to undertake variation of objects of the Offer to use any unutilized proceeds of the Fresh Issue, if any, or
vary the terms of any contract referred to in this Draft Red Herring Prospectus, even if such variation is in
the interest of our Company. This may restrict our Company’s ability to respond to any change in our
business or financial condition by re-deploying the unutilized portion.

56. We may be required to change certain of our marketing and brand building strategies to comply with
the guidelines issued by the Central Marks Department – III on August 28, 2020 which may lead to
additional advertisement and publicity expenses.

We are typically required to seek a license under the Bureau of Indian Standards Act, 2016 (“BIS Act”) to
use or apply the standard mark and adhere to the quality requirements and conditions of the license as set
out in the BIS Act which needs to be renewed periodically. The Central Marks Department - III issued the
Central Marks Department – III on August 28, 2020 (“Guidelines”) to curb the various objective and
subjective claims made by cement manufacturers on cement bags or packages and in advertisements, which
are not prescribed or verifiable or backed by any relevant Indian standard and are likely to mislead
consumers regarding the quality of the product. While we haven’t had to change our marketing and brand
building strategies pursuant to such guidelines in the past, we may be required to make certain changes in
the future to comply with such guidelines which may lead to additional advertisement and publicity
expenses. For further details of laws applicable to our Company and approvals relating to our business and
operations, see “Key Regulations and Policies in India” beginning on page 291.

57. We have not been able to obtain certain records of the educational qualifications of one of our
Promoters and have relied on an affidavit furnished by such Promoter for details of her profile
included in this Draft Red Herring Prospectus.

One of our Promoters is unable to trace copies of documents pertaining to her educational qualifications.
While she has requested for a copy of her certificates from the respective educational institution, the same
have not been received as of the date of this DRHP. Accordingly, to the extent of disclosures relating to
the foregoing, reliance has been placed on an affidavit furnished by her certifying the authenticity of the
details of her educational qualifications.

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EXTERNAL RISKS

1. Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events
could materially and adversely affect our business.

Natural disasters, epidemics, pandemics such as COVID-19, H7N9, H5N1, H1N1 strains of influenza in
birds, acts of war, terrorist attacks and other events such as the Russia-Ukraine war or the Israel-Gaza
unrest, many of which are beyond our control, may lead to economic instability, including in India or
globally, and may adversely affect our business, financial condition, cash flows and results of operations.
Further, our operations may be adversely affected by fires, natural disasters and/ or severe weather, which
can result in damage to our property, and generally reduce our productivity and may require us to evacuate
personnel and suspend operations. Any terrorist attacks or civil unrest as well as other adverse social,
economic and political events in India could also have a negative effect on us. Such incidents could create
a greater perception that investment in Indian companies involves a higher degree of risk and could have
an adverse effect on our business and the price of the Equity Shares. For example, the COVID-19 pandemic
caused many hurdles and time delays in manufacturing our products and transporting our raw material and
finished products and we faced restrictions in the availability of labour due to government mandated
lockdowns. Any future global spread of the COVID-19 pandemic may result in global economic distress,
and the extent to which it may affect our results of operations will depend on future developments, which
are highly uncertain and cannot be predicted. We cannot assure you that the COVID-19 pandemic can be
eliminated or contained in the near future, or at all, or a similar outbreak will not occur again.

We are also vulnerable to natural disasters, including but not limited to hurricanes, earthquakes, tsunamis,
fires and other calamities. We cannot assure you that any backup systems will be adequate to protect us
from the effects of such unexpected events. Any of the foregoing events may give rise to interruptions,
damage to our property, delays in production, breakdowns, system failures, technology platform failures,
or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware
as well as adversely affect our business, financial condition, and results of operations.

2. Changing regulations in India could lead to new compliance requirements that are uncertain.

The regulatory and policy environment in which we operate is evolving and is subject to change. The
Government of India may implement new laws or other regulations and policies that could affect our
products or the building material industry in general, which could lead to new compliance requirements,
including requiring us to obtain approvals and licenses from the Government of India and other regulatory
bodies, or impose onerous requirements.

New compliance requirements could increase our costs or otherwise adversely affect our business, financial
condition, cash flows and results of operations. Furthermore, the manner in which new requirements will
be enforced or interpreted can lead to uncertainty in our operations and could adversely affect our
operations. Any changes to such laws, including the instances mentioned below, may adversely affect our
business, financial condition, results of operations, cash flows and prospects.

Additionally, the Government of India has introduced (a) the Code on Wages, 2019 (“Wages Code”); (b)
the Code on Social Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and
Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 (collectively, the “Labour
Codes”) which consolidate, subsume and replace numerous existing central labour legislations. The
Government of India has deferred the effective date of implementation of the respective Labour Codes, and
they shall come into force from such dates as may be notified. Different dates may also be appointed for
the coming into force of different provisions of the Labour Codes. While the rules for implementation under
these codes have not been notified in its entirety, as an immediate consequence, the coming into force of
these codes could increase the financial burden on our Company, which may adversely impact our
profitability. We are yet to determine the impact of all or some such laws on our business and operations
which may restrict our ability to grow our business in the future. For example, the Social Security Code
aims to provide uniformity in providing social security benefits to the employees which was earlier
segregated under different acts and had different applicability and coverage. Furthermore, the Wages Code
limits the amounts that may be excluded from being accounted toward employment benefits (such as
gratuity and maternity benefits) to a maximum of 50.00% of the wages payable to employees. The
implementation of such laws has the ability to increase our employee and labour costs, thereby adversely
impacting our results of operations, cash flows, business and financial performance. Further, the
Government of India introduced the Bharatiya Nyaya Sanhita, 2024 with effect from July 1, 2024 to repeal
the Indian Penal Code, 1860.

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 Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations including foreign investment and stamp duty laws governing our business and operations could
result in us being deemed to be in contravention of such laws and may require us to apply for additional
approvals. We may incur increased costs and other burdens relating to compliance with new requirements,
which may also require significant management time and other resources, and any failure to comply may
adversely affect our business, results of operations, financial condition, cash flows and prospects.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an
absence, or a limited body of administrative or judicial precedent may be time consuming as well as costly
for us to resolve and may impact the viability of our current business or restrict our ability to grow our
business in the future.

Additionally, if we are affected, directly or indirectly, by the application or interpretation of any provision
of such laws and regulations or any related proceedings or are required to bear any costs in order to comply
with such provisions or to defend such proceedings, our business and financial performance may be
adversely affected.

3. Changes in tax laws may materially and adversely affect our business, prospects, financial condition,
results of operations and cash flows.

New income, sales, use or other tax laws, statutes, rules, regulation or ordinances could be enacted at any
time, or interpreted, changed, modified or applied adversely to us, any of which could adversely affect our
business operations and financial performance. The Government of India has implemented a major reform
in Indian tax laws, namely the GST. The indirect tax regime in India has undergone a complete overhaul.
The indirect taxes on goods and services, such as central excise duty, service tax, central sales tax, state
value added tax, surcharge and excise have been replaced by GST, with effect from July 1, 2017. The GST
regime continues to be subject to amendments and its interpretation by the relevant regulatory authorities
is constantly evolving.

The Government of India announced the union budget for Fiscal 2025 (“Budget”). However, the Finance
Bill, 2024 has not yet been enacted into law. The provisions of the Income Tax Act, 1961 are proposed to
be amended by the Finance (No.2) Bill, 2024 and the same would be effective only on receiving the assent
of President of India. The Finance (No.2) Bill inter-alia proposes that the long term capital gain would be
taxed at the rate of 12.5% without any indexation benefits. Similarly, the Finance (No.2) Bill proposes to
increase short-term capital gains to 20% for transfer on or after July 23, 2024. For details see “Statement
of Special Tax Benefits” beginning on page 174. There is no certainty on the impact of the Budget on tax
laws or other regulations and whether such changes will occur and, if so, the ultimate impact on our
business. Investors are advised to consult their own tax advisors and to carefully consider the potential tax
consequences of owning, investing or trading in our Equity Shares. Uncertainty in the applicability,
interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time
consuming as well as costly for us to resolve and may affect the viability of our current business or restrict
our ability to grow our business in the future.

4. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could adversely affect our business and activities.

The Competition Act prohibits any anti – competition agreement or arrangement, understanding or action
in concert between enterprises, whether formal or informal, which causes or is likely to cause an appreciable
adverse effect on competition in India. Any agreement among competitors which directly or indirectly
involves the determination of purchase or sale prices, limits or controls production, supply, markets,
technical development, investment or provision of services, shares the market or source of production or
provision of services in any manner by way of allocation of geographical area, type of goods or services or
number of consumers in the relevant market or in any other similar way or directly or indirectly results in
bid-rigging or collusive bidding is presumed to have an appreciable adverse effect on competition. The
Competition Commission of India has initiated proceedings against our Company based on the report of
the Director General dated July 1, 2022 which alleged that our Company along with other cement
manufacturing companies had engaged in cartelisation to increase the price of cement during the period
between December, 2018 to May, 2019. While this matter is currently pending, any adverse order passed
by the Competition Commission of India against us may adversely affect our business, financial condition,

78
 cash flows and results of operations. For further details, see “Legal and Other Information - Outstanding
Litigation and Material Developments - Litigation Involving our Company - Actions by statutory or
regulatory authorities against our Company” beginning on page 538.

The Competition Act also prohibits abuse of a dominant position by any enterprise. The Competition Act
also require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross
the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre-approved by, the
Competition Commission of India (“CCI”). Any breach of the provisions of Competition Act, may attract
substantial monetary penalties. The Competition Act aims to, among other things, prohibit all agreements
and transactions, which may have an appreciable adverse effect in India. Consequently, all agreements
entered into by us could be within the purview of the Competition Act. Further, the CCI has extra-territorial
powers and can investigate any agreements, abusive conduct or combination occurring outside of India if
such agreement, conduct or combination has an appreciable adverse effect in India. The applicability or
interpretation of the Competition Act to any merger, amalgamation or acquisition proposed by us, or any
enforcement proceedings initiated by the CCI in future, or any adverse publicity that may be generated due
to scrutiny or prosecution by the CCI may affect our business, financial condition and results of operations.

5. Significant differences exist between Indian accounting standard (“Ind AS”) and other accounting
principles, such as international financial reporting standards (“IFRS”) and United States generally
accepted accounting principles (“U.S GAAP”), which may be material to investors’ assessments of our
financial condition.

For the purposes of disclosure in this Draft Red Herring Prospectus, the SEBI ICDR Regulations requires
us to prepare and present our Restated Consolidated Financial Information. This Restated Consolidated
Financial Information has been derived from our audited consolidated financial statements for Fiscals 2024,
2023 and 2022. Ind AS differs from accounting principles with which prospective investors may be
familiar, such as Indian GAAP, IFRS and U.S GAAP. We have not attempted to quantify the impact of
U.S GAAP or IFRS on the financial data included in this Draft Red Herring Prospectus, nor do we provide
a reconciliation of our financial statements to those of U.S GAAP or IFRS. U.S GAAP and IFRS differ in
significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which the Ind AS financial
statements, which are restated as per the Companies Act, 2013, SEBI ICDR Regulations and the Guidance
Note on Reports in Company’s Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India, included in this Draft Red Herring Prospectus, will provide meaningful information
is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by
persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft
Red Herring Prospectus should be limited accordingly.

6. Political changes affecting economic conditions in India could materially and adversely affect our
business, financial condition, results of operations, and prospects.

Factors that may adversely affect the Indian economy, and hence our results of operations and the market
for our Equity Shares, may include:

• The macroeconomic climate, including any increase in Indian interest rates or inflation.

• Any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to
convert or repatriate currency or export assets.

• Any scarcity of credit or other financing in India, resulting in an adverse effect on economic
conditions in India and scarcity of financing for our expansions.

• Prevailing income conditions among Indian consumers and Indian corporations.

• Volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges.

• Changes in India’s tax, trade, fiscal or monetary policies.

• Political instability, civil unrest, social or ethnic instability, terrorism, military conflict and other acts
of violence or war in India or in countries in the region or globally, including in India’s various
neighboring countries.

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 • Prevailing regional or global economic conditions, including in India’s principal export markets or
other significant regulatory or economic developments in or affecting India or its consumption
sector.

• International business practices that may conflict with other customs or legal requirements to which
we are subject, including anti-bribery and anti-corruption laws.

• Protectionist and other adverse public policies, including local content requirements, import/export
tariffs, increased regulations or capital investment requirements.

• Logistical and communications challenges.

• Instability in financial markets.

• Difficulty in developing any necessary partnerships with local businesses on commercially

acceptable terms or on a timely basis; and

• Being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring
additional costs to do so.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy,
could adversely affect our business, results of operations and financial condition and the price of our Equity
Shares.

7. Any downgrading of India’s debt rating by a domestic or an international rating agency could adversely
affect our business.

India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal
policy or a decline in India’s foreign exchange reserves, all which are outside the control of our Company.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional external financing, and the interest rates and
other commercial terms at which such additional financing is available. Our borrowing costs and our access
to the debt capital markets depend significantly on the credit ratings of India. India’s sovereign rating
improved from Baa3 with a “negative” outlook to Baa3 with a “stable” outlook by Moody’s in October
2021 and improved from BBB- with a “negative” outlook to BBB- with a “stable” outlook by Fitch in June
2022; and DBRS confirmed India’s rating as BBB “low” in May 2023. India’s sovereign rating from S&P
is BBB- with a “stable” outlook. Any further adverse revisions to India’s credit ratings for domestic and
international debt by international rating agencies may adversely impact our ability to raise additional
financing and the interest rates and other commercial terms at which such financing is available, including
raising any overseas additional financing. A downgrading of India’s credit ratings may occur, for example,
upon a change of government tax or fiscal policy, which are outside our control. This could have an adverse
effect on our ability to fund our growth on favourable terms or at all, and consequently adversely affect our
business, cash flows and financial performance and the price of our Equity Shares.

8. Any public opposition to our mining operations could adversely impact our reputation, business,
prospects, financial condition and results of operations.

Opposition to mining operations has increased recently due to the perceived negative environmental impact
of mines. As a result, public protests over our mining operations could disrupt our operations, damage our
reputation, and also affect our ability to obtain necessary licenses to expand existing plants or establish new
operations. While we have not faced any material instances of public protests or opposition to our mining
operations in the past, such public protests could adversely affect our ability to obtain necessary licenses to
expand existing plants or establish new operations. If any such risks were to occur, it could adversely affect
our reputation, business, prospects, financial condition and results of operations.

9. Non-resident investors are subject to investment restrictions under Indian laws which limit our ability
to attract foreign investors, which may adversely impact the market price of our Equity Shares.

Under foreign exchange regulations currently in force in India, the transfer of shares between non-residents
and residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions),
if they comply with the pricing guidelines and reporting requirements specified by the Reserve Bank of

80
 India (“RBI”). If the transfer of shares, which are sought to be transferred, is not in compliance with such
pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a
prior regulatory approval will be required. Further, unless specifically restricted, foreign investment is
freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but
the foreign investor is required to follow certain prescribed procedures for making such investment. The
RBI and the concerned ministries and/or departments are responsible for granting approval for foreign
investment. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India
into foreign currency and repatriate that foreign currency from India require a no-objection or a tax
clearance certificate from the Indian income tax authorities. Furthermore, this conversion is subject to the
shares having been held on a repatriation basis and, either the security having been sold in compliance with
the pricing guidelines or, the relevant regulatory approval having been obtained for the sale of shares and
corresponding remittance of the sale proceeds.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the Department
for Promotion of Industry and Internal Trade, investments where the beneficial owner of the equity shares
is situated in or is a citizen of a country which shares a land border with India, can only be made through
the government approval route. Further, in the event of transfer of ownership of any existing or future
foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership
falling within the aforesaid restriction and/or purview, such subsequent change in the beneficial ownership
will also require approval of the Government of India. Furthermore, on April 22, 2020, the Ministry of
Finance, Government of India has also made similar amendment to the Foreign Exchange Management
Act, 1999 Non-debt Instruments Rules. We cannot assure investors that any required approval from the
RBI or any other government agency can be obtained on any particular terms or conditions or at all. For
further details, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 621.

10. Investors may have difficulty enforcing foreign judgments against us or our management.

Our Company is a limited liability company incorporated under the laws of India. Most of our directors are
residents of India. Our Company’s assets are located in India. As a result, you may be unable to: effect
service of process in jurisdictions outside of India, including in the U.S, upon us and these other persons or
entities; enforce in the Indian courts judgments obtained in courts of jurisdictions outside of India against
us and these other persons or entities, including judgments predicated upon the civil liability provisions of
securities laws of jurisdictions outside India; and enforce obtained in U.S courts against us and these other
persons or entities, including judgments predicated upon the civil liability provisions of the federal
securities laws of the U.S.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of
the Code of Civil Procedure, 1908 (“CPC”). India has reciprocal recognition and enforcement of judgments
in civil and commercial matters with only a limited number of jurisdictions, such as the United Kingdom,
the UAE, Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with
reciprocity must meet certain requirements established in the CPC. The CPC only permits the enforcement
and execution of monetary decrees in the reciprocating jurisdiction, not being in the nature of any amounts
payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which
do not have reciprocal recognition with India, including the U.S, cannot be enforced by proceedings in
execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-
reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-
reciprocating territory, would not be directly enforceable in India.

The party in whose favour a final foreign judgment in a non-reciprocating territory is rendered may bring
a fresh suit in a competent court in India based on the final judgment within three years of obtaining such
final judgment. However, it is unlikely that a court in India would award damages on the same basis as a
foreign court if an action were brought in India or that an Indian court would enforce foreign judgments if
it viewed the amount of damages as excessive or inconsistent with the public policy in India.

11. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies.
Such regulatory restrictions limit our financing sources and could constrain our ability to obtain financings
on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any
required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous
conditions, or at all. Limitations on foreign debt may have an adverse effect on our business growth,
financial condition and results of operations.

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12. Financial instability in other countries may cause increased volatility in Indian financial markets.
Most of our current operations and market is in India. The Indian market and the Indian economy are
influenced by economic and market conditions in other countries, particularly the emerging Asian market
countries. Although, economic conditions are different in each country, investors’ reactions to
developments in one country can have adverse effects on the securities of companies in other countries,
including India. Currencies of a few Asian countries have in the past suffered depreciation against the U.S
Dollar owing to various factors. A loss of investor confidence in the financial systems of other emerging
markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy
in general. Any worldwide financial instability could also have a negative impact on the Indian economy.
Financial disruptions may occur and could harm our business, future financial performance and the prices
of our Equity Shares. Concerns related to a trade war between large economies may lead to increased risk
aversion and volatility in global capital markets and consequently have an impact on the Indian economy.
The global credit and equity markets have from time to time, experienced substantial dislocations, liquidity
disruptions and market corrections. In response to such developments, legislators and financial regulators
in the U.S and other jurisdictions, including India, may implement a number of policy measures designed
to add stability to the financial markets. However, the overall impact of these and other legislative and
regulatory efforts on the global financial markets is uncertain, and they may not have the intended
stabilising effects. In the event that the current difficult conditions in the global credit markets continue or
if there is any significant financial disruption, such conditions could have an adverse effect on our business,
future financial performance and the trading price of our Equity Shares.

13. If inflation rises in India, increased costs may result in a decline in profits.
Inflation rates could be volatile and we may continue to face high inflation in the future as India had
witnessed in the past. Increasing inflation in India can contribute to an increase in interest rates and
increased costs to our business, including increased costs of transportation, salaries, and other expenses
relevant to our business, which may adversely affect our business and financial condition. High fluctuations
in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase
in inflation in India can increase our operating expenses, which we may not be able to pass on to customers,
whether entirely or in part, and the same may adversely affect our business and financial condition. Further,
high inflation leading to higher interest rates may also lead to a slowdown in the economy and adversely
impact credit growth. If we are unable to increase our revenues sufficiently to offset our increased costs
due to inflation, it could have an adverse effect on our business, prospects, financial condition, results of
operations and cash flows.
While the Government of India has previously initiated economic measures to combat high inflation rates,
it is unclear whether these measures will remain in effect, and there can be no assurance that Indian inflation
levels will not rise in the future.
14. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to
enhance market integrity and safeguard the interests of investors, including ASM and GSM. ASM and
GSM are imposed on securities of companies based on various objective criteria such as significant
variations in price and volume, concentration of certain client accounts as a percentage of combined trading
volume, average delivery, securities which witness abnormal price rise not commensurate with financial
health and fundamentals such as earnings, book value, fixed assets, net worth, price / earnings multiple,
market capitalisation etc.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as
other factors which may result in high volatility in price, low trading volumes, and a large concentration of
client accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any
of the abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI
and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other
surveillance measures, which could result in significant restrictions on trading of our Equity Shares being
imposed by SEBI and the Stock Exchanges. These restrictions may include requiring higher margin
requirements, requirement of settlement on a trade for trade basis without netting off, limiting trading
frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of price

82
 on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the
Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on
market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our
Company.

RISKS IN RELATION TO THE OFFER

1. The Offer Price of our Equity Shares, our price-to-earnings ratio and our enterprise value to earnings
before interest, taxes, depreciation and amortisation (“EBITDA”) ratio may not be indicative of the
trading price of our Equity Shares upon listing on the Stock Exchanges subsequent to the Offer and, as
a result, you may lose a significant part or all of your investment.

While our market capitalisation is subject to the determination of the Offer Price, which will be determined
by our Company, in consultation with the BRLMs through the book building process, enterprise value to
EBITDA ratio for Fiscal 2024 is set out below.
(In multiples, unless otherwise indicated)
Ratio vis-à-vis Floor Ratio vis-à-vis Cap Price
Particulars
Price
Enterprise value to EBITDA (1) [●] [●]
(1) For reconciliation of EBITDA, see “Management’s Discussion and Analysis of our Results of Operations – Non-GAAP
financial measures” beginning on page 508.

Further, our Offer Price, the multiples and ratio specified above may not be comparable to the market price,
market capitalisation and price-to-earnings ratios of our peers and would be dependent on the various
factors included under “Particulars of the Offer - Basis for Offer Price” beginning on page 157.
Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company and the
Selling Shareholders in consultation with the BRLMs, would not be based on a benchmark with our
industry peers. The relevant financial parameters on the basis of which Price Band will be determined,
have been disclosed under “Particulars of the Offer - Basis for Offer Price” beginning on page 157 and
shall be disclosed in the price band advertisement. For details of comparison with listed peers, see
“Particulars of the Offer - Basis for Offer Price” beginning on page 157.

Prior to this Offer, there has been no public trading market for our Equity Shares. It is possible that, after
this Offer, an active trading market will not develop or continue. Listing and quotation do not guarantee
that a market for our Equity Shares will develop, or if developed, the liquidity of such market for our Equity
Shares. If an active trading market does not develop, you may have difficulty selling any of our Equity
Shares that you buy. The determination of the Offer Price will be based on various factors and assumptions,
and will be determined by our Company, in consultation with the BRLMs through the Book Building
Process. This Offer Price is based on certain factors, as described under “Particulars of the Offer - Basis
for Offer Price” beginning on page 507 of this Draft Red Herring Prospectus and may not be indicative of
the trading price of our Equity Shares, upon listing on the Stock Exchanges subsequent to the Offer. The
trading price of our Equity Shares could be subject to significant fluctuations and may decline below the
Offer Price. Consequently, you may not be able to sell our Equity Shares at prices equal to or greater than
the price you paid in this offering.

2. Our Promoters will be able to exercise substantial control over our Company and may have interests
that are different from those of our other Shareholders.

As on the date of this Draft Red Herring Prospectus, our Promoters (together with nominee shareholders)
collectively hold 886,780,780 Equity Shares of our Company representing 87.04% of the issued,
subscribed and paid-up pre-Offer Equity Share capital of our Company. In particular, Adarsh Advisory
Services Private Limited holds 882,580,780 Equity Shares (including through its nominee shareholders)
representing 86.62% of the pre-Offer issued and paid up Equity Share capital of our Company. Upon
completion of this Offer, our Promoters will continue to hold a significant percentage of our Equity Share
capital representing [●]% of the post-Offer issued, subscribed and paid-up pre-Offer Equity Share capital
of our Company (subject to finalization of the basis of allotment). As a result, our Promoters will be able
to exercise a significant level of control over all matters requiring shareholder approval, including the
election of directors, amendment of our constitutional documents and approval of significant corporate
transactions and any other approvals which require a majority vote of shareholders eligible to vote. This
control could have the effect of delaying or preventing a change of control of our Company or changes in
management and will make the approval of certain transactions difficult or impossible without the support

83
 of our Promoters. The interests of our Promoter could conflict with our interests or the interests of our
other Shareholders. While the actions carried out by our Company post-listing will be subject to Board and
Shareholder approval, as required under the Companies Act, 2013, and the SEBI Listing Regulations, any
such conflict may adversely affect our ability to execute our business strategy or to operate our business.

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

The Offer includes an offer for sale of up to [●] Equity Shares by the Selling Shareholders. The proceeds
from the Offer for Sale will be transferred to each of the Selling Shareholders, in proportion to its respective
portion of the Offered Shares transferred by Selling Shareholder in the Offer for Sale. Our Company will
not receive any of the proceeds from the sale of Equity Shares by the Selling Shareholders. For details, see
“Particulars of the Offer - Objects of the Offer” beginning on page 137.

4. Our Equity Shares have never been publicly traded and after this offering, our Equity Shares may
experience price and volume fluctuations and an active trading market for our Equity Shares may not
develop. Further, the Offer Price may not be indicative of the market price of our Equity Shares after
this offering.

Prior to this Offer, there has been no public market for our Equity Shares. We cannot assure you that an
active trading market for our Equity Shares will develop or be sustained after this Offer. The Offer Price
of our Equity Shares is proposed to be determined by our Company, in consultation with the BRLMs
through a book-building process and may not be indicative of the market price of our Equity Shares at the
time of commencement of trading of our Equity Shares or at any time thereafter. The market price of our
Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in
our operating results, market conditions specific to the industry we operate in, developments relating to
India and volatility in the stock exchanges and securities markets elsewhere in the world. These broad
market fluctuations and industry factors may materially reduce the market price of our Equity Shares,
regardless of our Company’s performance. In addition, following the expiry of the six-month locked-in
period on certain portions of the pre-Offer Equity Share capital, the pre-Offer shareholders may sell their
shareholding in our Company, depending on market conditions and their investment horizon. Any
perception by investors that such sales might occur could additionally affect the trading price of our Equity
Shares. Consequently, the price of our Equity Shares may be volatile, and you may be unable to sell your
Equity Shares at or above the Offer Price, or at all. A decrease in the market price of our Equity Shares
could cause investors to lose some or all of their investment.

5. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the stock exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during
the time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In
addition, any adverse movement in currency exchange rates during a delay in repatriating the proceeds
from a sale of Equity Shares outside India, due to reasons such as a delay in regulatory approvals that may
be required for the sale of Equity Shares may reduce the proceeds received by such foreign investors. For
example, the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated substantially in
recent years and may continue to fluctuate substantially in the future, which may have an adverse effect on
the trading price of our Equity Shares and returns on our Equity Shares, independent of our operating
results.

6. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on our
Equity Shares.

Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realised
on the sale of our Equity Shares on a stock exchange held for more than 12 months is subject to long term
capital gains tax in India. Such long-term capital gains exceeding ₹100,000.00 arising from the sale of
listed equity shares on a stock exchange are subject to tax at the rate of 12.50% (plus applicable surcharge
and cess). A securities transaction tax (“STT”) will be levied on and collected by an Indian stock exchange
on which our Equity Shares are sold. Any gain realised on the sale of our Equity Shares held for more than
12 months by an Indian resident, which are sold other than on a recognised stock exchange and as a result

84
 of which no STT has been paid, will be subject to long-term capital gains tax in India. Further, any gain
realised on the sale of our Equity Shares held for a period of 12 months or less will be subject to short-term
capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a period of
12 months or less which are sold other than on a recognised stock exchange and on which no STT has been
paid, will be subject to short-term capital gains tax at a higher rate compared to the transaction where STT
has been paid in India. Capital gains arising from the sale of our Equity Shares will be exempt from taxation
in India in cases where an exemption is provided under a treaty between India and the country of which
the seller is a resident.

As a result, subject to any relief available under an applicable tax treaty or under the laws of their own
jurisdictions, residents of other countries may be liable for tax in India as well as in their own jurisdictions
on gains arising from a sale of our Equity Shares. The Finance Act, 2019 amended the Indian Stamp Act,
1899 with effect from July 1, 2020 and clarified that, in the absence of a specific provision under an
agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will be on
the buyer, while in other cases of transfer for consideration through a depository, the onus will be on the
transferor. The stamp duty for transfer of securities other than debentures on a delivery basis is specified
at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. The Finance
Act, 2020, has, amended the tax regime, including a simplified alternate direct tax regime and that dividend
distribution tax will not be payable in respect of dividends declared, distributed or paid by a domestic
company after March 31, 2020, and accordingly, that such dividends are not exempt in the hands of the
shareholders, and that such dividends are likely to be subject to tax deduction at source. Investors should
consult their own tax advisors about the consequences of investing or trading in the Equity Shares.

The Government of India announced the union budget for Fiscal 2024 and the Finance Bill in the Lok
Sabha on February 1, 2023. The Finance Bill has received assent from the President of India on March 30,
2023 and has been enacted as the Finance Act 2023. We cannot predict whether any amendments made
pursuant to the Finance Bill would have an adverse effect on our business, financial condition, future cash
flows and results of operations. Unfavourable changes in or interpretations of existing, or the promulgation
of new laws, rules and regulations, governing our business and operations could result in us being deemed
to be in contravention of such laws requiring us to apply for additional approvals.

7. Qualified institutional buyers (“QIBs”) and Non-Institutional Bidders are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting
a Bid and Retail Individual Investors are not permitted to withdraw their Bids after Bid/Offer Closing
Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid
Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders
can revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date.
While our Company is required to complete all necessary formalities for listing and commencement of
trading of our Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed,
including Allotment pursuant to the Offer, within three Working Days from the Bid/Offer Closing Date or
such other timeline as may be prescribed under applicable law, events affecting the Bidders’ decision to
invest in our Equity Shares, including material adverse changes in international or national monetary
policy, financial, political or economic conditions, our business, results of operations or financial condition
may arise between the date of submission of the Bid and Allotment. Our Company may complete the
Allotment of our Equity Shares even if such events occur, and such events may limit the Bidders’ ability
to sell our Equity Shares Allotted pursuant to the Offer or cause the trading price of our Equity Shares to
decline on listing.

8. We cannot assure that prospective investors will be able to sell immediately on an Indian stock exchange
any of our Equity Shares they purchase in the Offer.

In accordance with Indian law and practice, final approval for listing and trading of our Equity Shares will
not be granted until after certain actions have been completed in relation to this Offer and until our Equity
Shares have been issued and allotted. Such approval will require the submission of all other relevant
documents authorising the issuance of our Equity Shares. In accordance with current regulations and
circulars issued by SEBI, our Equity Shares are required to be listed on the Stock Exchanges within a
prescribed time. Accordingly, we cannot assure you that the trading in our Equity Shares will commence

85
 in a timely manner or at all and there could be a failure or delay in listing our Equity Shares on the Stock
Exchanges, which would adversely affect your ability to sell our Equity Shares.

9. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian
law and could thereby suffer future dilution of their ownership position.

Under the Companies Act, 2013, a company having share capital and incorporated in India must offer
holders of its Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity
Shares to maintain their existing ownership percentages prior to the issuance of any new equity shares,
unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of three-
fourths of our Equity Shares who have voted on such resolution. However, if the laws of the jurisdiction
that you are in does not permit the exercise of such pre-emptive rights without us filing an offering
document or registration statement with the applicable authority in such jurisdiction, you will be unable to
exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration
statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you
are unable to exercise pre-emptive rights granted in respect of our Equity Shares, you may suffer future
dilution of your ownership position and your proportional interests in us would be reduced.

10. Any future issuance of Equity Shares or securities linked to Equity Shares may dilute your shareholding,
and sale of our Equity Shares by our major shareholders may also adversely affect the trading price of
our Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity issuances by
us, including a primary offering or an issuance of Equity Shares to employees upon exercise of vested
options held by them under the employee stock ownership plan Scheme, may lead to the dilution of
investors’ shareholdings in us. There can be no assurance that we will not issue further Equity Shares or
that the Shareholders will not dispose of our Equity Shares. Any future issuances could also dilute the
value of your investment in our Equity Shares. In addition, any perception by investors that such issuances
or sales might occur may also affect the market price of our Equity Shares. As on the date of this Draft Red
Herring Prospectus, the Shareholders of our Company have approved two employee stock option plans
i.e., JSWCL Employees Stock Ownership Plan-2016 and JSWCL Employee Stock Ownership Plan
(ESOP), 2021 (Collectively, “ESOP Plans”) administered by the JSW Cement Employees ESOP Trust.
In terms of the said ESOP Plans, our Company has issued 32,506,692 Equity Shares to the JSW Cement
Employees ESOP Trust and has granted 12,218,642 and 20,288,050 Equity Shares to eligible employees
in terms of JSWCL Employees Stock Ownership Plan-2016 and JSWCL Employee Stock Ownership Plan
(ESOP), 2021 respectively.

Any sales (or pledge or encumbrance) of substantial amounts of our Equity Shares in the public market
after the completion of the Offer by our major shareholders, including our Promoter (subject to compliance
with the lock-in provisions under the SEBI ICDR Regulations) or the perception that such sales could
occur, could adversely affect the market price of our Equity Shares and materially impair our future ability
to raise capital through offerings of our Equity Shares.

11. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.

Certain provisions in Indian law may delay, deter or prevent a future takeover or change in control of our
Company, even if such takeover or change in control would result in the purchase of your Equity Shares
at a premium to the market price or would otherwise be beneficial to you. Such provisions may discourage
or prevent certain types of transactions involving actual or threatened change in control of our Company.
Under the SEBI Takeover Regulations, an acquirer has been defined as any person who, directly or
indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether
individually or acting in concert with others. Although these provisions have been formulated to ensure
that interests of investors/shareholders are protected, these provisions may also discourage a third party
from attempting to take control of our Company. Consequently, even if a potential takeover of our
Company would result in the purchase of our Equity Shares at a premium to their market price or would
otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the SEBI Takeover Regulations.

12. Rights of shareholders of companies under Indian law may be more limited than under the laws of other

86
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights under Indian law may not be as extensive and widespread as shareholders’ rights under
the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as
shareholder in an Indian company than as shareholders of an entity in another jurisdiction.

87
 SECTION III – INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer of Equity Shares (1)^ Up to [●] Equity Shares of face value of ₹10 each,
aggregating up to ₹ 40,000 million
Of which:
Fresh Issue(1)^ Up to [●] Equity Shares of face value of ₹10 each,
aggregating up to ₹ 20,000 million
Offer for Sale(2) Up to [●] Equity Shares of face value of ₹10 each,
aggregating up to ₹ 20,000 million
A) QIB Portion(3)(4)(5) Not more than [●] Equity Shares of face value of ₹10 each
aggregating up to ₹ [●] million
of which:
(i) Anchor Investor Portion(5) Up to [●] Equity Shares of face value of ₹10 each
(ii) Net QIB Portion (assuming Anchor Investor Portion is fully Up to [●] Equity Shares of face value of ₹10 each
subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% of the Up to [●] Equity Shares of face value of ₹10 each
Net QIB Portion)
(b) Balance of QIB Portion for all QIBs including Mutual Up to [●] Equity Shares of face value of ₹10 each
Funds

B) Non-Institutional Portion(3)(4) Not less than [●] Equity Shares of face value of ₹10 each
aggregating up to ₹ [●] million
of which:
(a) One-third available for allocation to Bidders with an Up to [●] Equity Shares of face value of ₹10 each
application size of more than ₹ 0.20 million and up to ₹ 1.00
million
(b) Two-third available for allocation to Bidders with an Up to [●] Equity Shares of face value of ₹10 each
application size of more than ₹ 1.00 million

C) Retail Portion(3)(4) Not less than [●] Equity Shares of face value of ₹10 each
aggregating up to ₹ [●] million

Pre- and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as on the date of this 1,018,858,922# Equity Shares of face value of ₹10 each
Draft Red Herring Prospectus)
Compulsorily Convertible Preference Shares outstanding prior to the 160,000,000 Compulsorily Convertible Preference Shares of
Offer (as on the date of this Draft Red Herring Prospectus) face value of ₹100 each
Equity Shares outstanding prior to the Offer (after conversion of all 1,264,287,922**# Equity Shares of face value of ₹10 each
Compulsorily Convertible Preference Shares)
Equity Shares outstanding after the Offer* [●] Equity Shares of face value of ₹10 each

Use of Net Proceeds of the Offer See “Objects of the Offer” on page 137 for information about
the use of the Net Proceeds of the Offer. Our Company will
not receive any proceeds from the Offer for Sale.
* To be updated upon finalization of the Offer Price.
#Inclusive of 32,506,692 Equity Shares issued to JSW Cement Employees ESOP Trust under the ESOP Plans. For further details, see “Capital
Structure- Notes to the Capital Structure” on page 110.
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus with the
RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the
completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to
the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers
to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.
** Includes 245,429,000 Equity Shares, being the maximum number of Equity Shares to be issued pursuant to conversion of CCPS prior to
the Red Herring Prospectus in accordance with Regulation 5(2) of the SEBI ICDR Regulations. Such maximum number of Equity Shares to
be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding percentage which can be held by the Selling
Shareholders in our Company prior to the Offer as per the terms of the Share Subscription Agreements. The actual number of Equity Shares
that such CCPS will convert into shall be determined at the time of conversion, prior to the filing of the Red Herring Prospectus with the RoC,
in accordance with the terms of the CCPS. For further details, see “Capital Structure – Terms of conversion of Preference shares” and
“History and Certain Corporate Matters - Shareholders’ agreements” beginning on pages 113 and 304.

88
(1) The Offer has been authorized pursuant to the resolution passed by our Board dated July 27, 2024 and resolution of the IPO Committee
dated August 13, 2024 and the Fresh Issue has been authorized by our Shareholders by a special resolution dated July 30, 2024. Further,
our IPO Committee has taken on record the consents of the Selling Shareholders to participate in the Offer for Sale pursuant to its
resolution dated August 16, 2024.

(2) The Equity Shares arising from conversion of the CCPS held by the respective Selling Shareholders and being offered by the Selling
Shareholders are eligible to form a part of the Offer for Sale in terms of the SEBI ICDR Regulations. Each of the Selling Shareholders,
severally and not jointly, confirms that the Equity Shares being offered by it are eligible for being offered for sale pursuant to the Offer
in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of authorizations received for the Offer, see “Other Regulatory
and Statutory Disclosures” on page 564. The Equity Shares proposed to be offered by the Selling Shareholders will be issued upon
conversion of the CCPS held by them as on date of this DRHP. The conversion of the CCPS will be completed prior to filing the Red
Herring Prospectus with the Registrar of Companies in accordance with Regulation 5(2) and Regulation 8 of the SEBI ICDR Regulations.
For further details, see “Capital Structure – Terms of conversion of Preference shares” and “History and Certain Corporate Matters -
Shareholders’ agreements” beginning on pages 113 and 304. Each of the Selling Shareholders have severally and not jointly confirmed
and approved its participation in the Offer for Sale and confirms that it has authorized the sale of its portion of the Offered Shares in the
Offer for Sale as set out below:

Total No. of Offered Aggregate Value of Date of corporate

Selling Shareholder Date of consent Letter
Shares Offer for Sale approval
AP Asia Opportunistic Up to [●] Equity Up to ₹ 9,375.00 July 31, 2024 August 11, 2024
Holdings Pte. Ltd. Shares of face value of million
₹10 each
Synergy Metals Up to [●] Equity Up to ₹ 9,375.00 August 13, 2024 August 16, 2024
Investments Holding Shares of face value of million
Limited ₹10 each
State Bank of India Up to [●] Equity Up to ₹ 1,250.00 July 16, 2024 August 16, 2024
Shares of face value of million
₹10 each
Note: As of the date of this Draft Red Herring Prospectus, the Selling Shareholders do not hold any Equity shares. As on the date of this
Draft Red Herring Prospectus they hold 160,000,000 CCPS which will be converted into a maximum of 245,429,000 Equity Shares, prior
to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) and Regulation 8 of the SEBI ICDR
Regulations. Such maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the
maximum shareholding percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of
the Share Subscription Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time
of conversion, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further
details, see “Capital Structure – Terms of conversion of Preference shares” and “History and Certain Corporate Matters - Shareholders’
agreements” beginning on pages 113 and 304.

(3) Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders, as applicable, at the discretion
of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws. Undersubscription, if
any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories or a
combination of categories.

(4) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors, shall
be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual
Investors shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis. Not less than 15% of the Offer shall be available for allocation
to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an
application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion will be available for
allocation to Bidders with an application size of more than ₹ 1.00 million and under-subscription in either of these two sub-categories of
Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. The allocation to each Non-
Institutional Investors shall not be less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional
Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis.

(5) Our Company, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investors Allocation Price. Further, 5% of the
Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB
Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. In the event of under-subscription, or non-allocation in the Anchor
Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. For further information, see “Offer Procedure” on
page 599.

For further details, see “Offer Structure”, “Offer Procedure” and “Terms of the Offer” on pages 596, 599 and
589.

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 SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from the Restated Consolidated
Financial Information as at and for fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022.

The Restated Consolidated Financial Information referred to above are presented under “Financial Information”
on page 359. The summary financial information presented below should be read in conjunction with “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” on pages 359 and 495, respectively.

[The remainder of this page has intentionally been left blank]

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 Restated Consolidated Statement of Assets and Liabilities

As at March 31, As at March 31, As at March 31,

Particulars
2024 2023 2022
ASSETS
Non-Current Assets
(a) Property, plant and equipment 48,702.35 34,933.18 38,333.58
(b) Capital work-in-progress 7,391.82 15,753.88 8,722.93
(c) Right of use assets 4,237.47 2,256.89 4,299.22
(d) Goodwill 2,169.39 2,332.28 2,332.28
(e) Intangible assets 6,775.94 6,925.11 763.51
(f) Intangible assets under development 308.01 153.10 39.55
(g) Financial assets
(i) Investment in joint venture and associate 2,154.80 2,938.17 25.35
(ii) Investments 2,167.84 4,203.78 4,810.43
(iii) Loans - - 200.00
(iv) Other financial assets 4,539.19 1,244.94 618.53
(h) Deferred tax assets(net) 1,028.52 826.88 518.68
(i) Income tax assets (net) 575.56 284.89 19.39
(j) Other non-current assets 6,632.33 6,761.46 5,717.61
Total non-current assets 86,683.22 78,614.56 66,401.06
Current assets
(a) Inventories 4,752.61 4,484.69 4,602.11
(b) Financial assets
(i) Investments 3,268.00 - -
(ii) Trade receivables 7,828.43 7,107.88 7,662.68
(iii) Cash and cash equivalents 1,181.60 511.34 1,648.33
(iv) Bank balances other than (iii) above 1,978.20 39.00 3,900.97
(v) Loans 2,279.14 2,381.60 703.00
(vi) Other financial assets 2,117.37 4,911.89 4,235.55
(c) Other current assets 3,100.49 4,135.16 3,571.37
Total current assets 26,505.84 23,571.56 26,324.01
Total assets 113,189.06 102,186.12 92,725.07

EQUITY AND LIABILITIES

Equity
(a) Equity share capital 9,863.52 9,863.52 9,863.52
(b) Other equity 14,783.29 13,057.48 11,443.01
Equity attributable to owners of the Company 24,646.81 22,921.00 21,306.53
(c) Non controlling interest (791.99) (513.57) (186.27)
Total Equity 23,854.82 22,407.43 21,120.26

Liabilities
Non Current Liabilities
(a) Financial liabilities
(i) Borrowings 41,568.62 46,455.89 40,514.87
(ii) Lease liabilities 3,776.70 1,978.93 4,104.25
(iii) Other financial liabilities 107.05 125.64 2.43
(b) Provisions 870.31 853.47 894.38
(c) Deferred tax liabilities (net) 3,805.63 2,655.11 2,253.08
Total non-current liabilities 50,128.31 52,069.04 47,769.01

Current Liabilities
(a) Financial liabilities
(i) Borrowings 16,789.02 7,759.53 5,705.68
(ii) Lease liabilities 403.55 217.41 218.61
(iii) Trade payables

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 As at March 31, As at March 31, As at March 31,
Particulars
2024 2023 2022
Total outstanding dues of micro and small enterprises 378.38 404.54 335.17
Total outstanding dues of creditors other than micro 11,844.08 10,436.57 10,492.84
and small enterprises
(iv) Other financial liabilities 8,420.29 8,038.91 5,704.51
(b) Provisions 11.82 1.45 2.81
(c) Other current liabilities 1,358.79 851.24 1,102.18
(d) Current tax liabilities (net) - - 274.00
Total current liabilities 39,205.93 27,709.65 23,835.80
Total liabilities 89,334.24 79,778.69 71,604.81
Total equity and liabilities 113,189.06 102,186.12 92,725.07

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 Restated Consolidated Statement of Profit and Loss

(₹ in million, unless otherwise stated)

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
REVENUE
I Revenue from operations 60,281.03 58,367.24 46,685.70
II Other income 864.93 1,454.85 1,949.07
III Total Income (I+II) 61,145.96 59,822.09 48,634.77

V EXPENSES
Cost of raw material consumed 13,089.38 11,243.60 10,670.51
Purchases of stock in trade 226.95 4,499.98 1,533.13
Changes in inventories of finished goods, (137.95) (73.91) (441.87)
work-in- progress and stock-in-trade
Employee benefits expense 2,993.68 2,946.28 2,446.34
Finance costs 4,347.05 3,102.30 3,146.00
Depreciation and amortisation expense 2,782.76 3,732.03 2,384.72
Power and fuel 9,903.30 10,323.52 7,591.38
Freight and handling expenses 14,371.04 14,146.74 11,071.88
Fair value loss arising from financial 1,413.40 1,353.62 7.70
instruments designated as FVTPL (net)
Expected credit loss on incentives under 547.76 - -
government schemes (refer note 3B(iv))
Other expenses 8,602.31 7,151.59 6,318.77
Less: Captive consumption of cement (57.58) (38.98) (73.67)
Total expenses (IV) 58,082.10 58,386.77 44,654.89
V Restated profit before share of profit/(loss) 3,063.86 1,435.32 3,979.88
from joint ventures and associate (III-IV)
VI Share of loss from joint venture and associates (820.28) (186.88) (12.55)
(net)
VII Restated profit before tax (V-VI) 2,243.58 1,248.44 3,967.33
Tax expenses
Current tax 766.69 531.38 868.14
Deferred tax 856.76 (323.32) 772.70
VIII Total tax expenses 1,623.45 208.06 1,640.84
IX Restated profit for the year (VII-VIII) 620.13 1,040.38 2,326.49

X Restated other comprehensive income

A i) Items that will not be reclassified to profit or - - -

loss
(a) Re-measurements of the defined benefit (14.02) (23.01) (5.68)
plans
(b) Equity instruments through other 757.85 (153.04) 554.72
comprehensive income
ii) Income tax relating to items that will not be (83.52) 61.55 (191.77)
reclassified to profit or loss
Total (A) 660.31 (114.50) 357.27

B. i) Items that will be reclassified to profit or - - -

loss
(a) Foreign currency translation reserve 16.16 204.28 74.61
(b) The effective portion of gains and loss on 24.63 (175.00) 121.76
hedging instruments
ii) Income tax relating to items that will be (8.60) - -
reclassified to profit or loss
Total (B) 32.19 29.28 196.37
Restated total other comprehensive 692.50 (85.22) 553.64
income/(loss) (A + B)
Restated total comprehensive income/(loss) 1,312.63 955.16 2,880.13
(IX + X)

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 Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Restated total Profit /(loss) for the year
attributable to:
- owners of the Company 898.07 1,367.80 2,442.74
- Non - controlling interest (277.94) (327.42) (116.25)
Total 620.13 1,040.38 2,326.49
Restated other comprehensive income/(loss) - - -
for the year attributable to:
- owners of the Company 692.98 (85.34) 553.33
- Non - controlling interest (0.48) 0.12 0.31
Total 692.50 (85.22) 553.64
Restated total Comprehensive income/ (loss)
for the year attributable to:
- owners of the Company 1,591.05 1,282.46 2,996.07
- Non - controlling interest (278.42) (327.30) (115.94)
Total 1,312.63 955.16 2,880.13
XI Earnings per equity share (face value of ₹ 10/-
each)
- Basic (In ₹) 0.91 1.39 2.48
- Diluted (In ₹) 0.90 1.37 2.46

94
 Restated Consolidated Statement of Cash flows

(₹ in million)

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

A. Cash flows from operating activities:

Profit before tax 2,243.58 1,248.44 3,967.33
Adjustments for:
Depreciation and amortisation expenses 2,782.76 3,732.03 2,384.72
Deemed gain/loss on stake dilution 126.30 (554.79) -
Loss on sale of property, plant & equipment 19.82 4.78 3.22
Share of loss from joint ventures (net) 820.28 186.88 12.55
Interest Income (726.53) (531.39) (513.91)
Dividend Income (5.26) (4.73) (5.46)
Finance cost 4,347.05 3,102.30 3,146.00
Share based payment expense 235.04 435.47 104.90
Guarantee commission income (32.14) - -
Expected credit loss/(income) on financial assets 161.40 (78.18) (40.60)
Impairment of goodwill 162.89 - -
Unrealised exchange (gain)/loss (net) 45.63 (20.65) (2.20)
Expected credit loss on incentives under government schemes 547.76 - -
(refer note 3B(iv))
Fair value loss/(gain) arising from financial instrument 1,413.40 1,353.62 (1,289.36)
designated as FVTPL
Operating profit before working capital changes 12,141.98 8,873.78 7,767.19

Movements in Working Capital:

Increase in trade receivables (797.71) (369.74) (1,475.66)
Increase in inventories (267.92) (1,386.97) (1,109.26)
Increase in financial and other assets (361.80) (3,681.64) (3,529.39)
Increase in trade payables and other liabilities 4,419.87 4,167.03 2,428.31
Cash flow used in Operations 15,134.42 7,602.46 4,081.19
Income taxes paid (net) (1,057.36) (1,070.88) (691.06)
Net cash generated from operating activities 14,077.06 6,531.58 3,390.13

B. Cash flow from investing activities:

Purchase of property, plant and equipment and intangible assets (9,322.03) (16,337.34) (10,544.85)
(including under development and capital advances)
Proceeds from sale of property, plant and equipment - 13.22 0.08
Interest received 248.65 345.12 110.63
Investment in Joint ventures - (306.82) (67.20)
Payment made towards acquisition of subsidiaries amalgamated - (6,030.00) -
pursuant to scheme (refer note 38(j))
Investment Others (64.04) - (795.00)
Bank deposits not considered as cash and cash equivalent (net) (2,179.63) 3,861.97 (3,501.77)
Dividend income from non current investments designated at 5.26 4.73 5.46
FVTOCI
Proceeds from Sale of non-current investments - 520.00 125.00
Loan given to Others - - (694.47)
Loan given to related parties repaid 113.72 - 18.34
Loan given to Others repaid - - 46.55
Total Net cash used in investing activities (11,198.07) (17,929.12) (15,297.23)

C. Cash flow from financing activities:

Proceeds from issue of compulsory convertible preference share - - 16,000.00
Proceeds from non-current borrowings 4,988.75 32,532.73 13,405.50
Repayment of non-current borrowings (5,084.66) (20,832.10) (8,152.52)
Proceeds/(Repayments) from current borrowings (net) 2,710.74 1,902.47 (5,721.01)
Payment for lease liabilities (321.47) (270.90) (204.90)
Interest paid (4,502.09) (2,922.19) (2,728.16)
Net cash (used)/ generated from financing activities (2,208.73) 10,410.01 12,598.91

95
 Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

Net (decrease)/increase in cash and cash equivalents (a + b 670.26 (987.53) 691.81

+c)
Cash and cash equivalents at the beginning of the year 511.34 1,648.33 956.52
Cash and cash equivalents pursuant to scheme of amalgamation - 2.52 -
(refer note 38(j))
Cash and cash equivalents related to loss of control of subsidiary - (151.98) -
(refer note 38 (k))
Cash and cash equivalents at the end of the year 1,181.60 511.34 1,648.33

96
 GENERAL INFORMATION

Registered and Corporate Office of our Company

JSW Cement Limited

JSW Centre
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051
Maharashtra, India
Telephone: +91 22 4286 3115
E-mail: Secretarial.jswcl@jsw.in
Website: www.jswcement.in

For details of change in our Registered Office, see “History and Certain Corporate Matters – Change in the
registered office of our Company” on page 299.

Company registration number and corporate identity number

(a) Registration number: 160839

(b) Corporate identity number: U26957MH2006PLC160839

Address of the RoC

Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai which is situated at the
following address:

Registrar of Companies, Maharashtra at Mumbai

100, Everest, Marine Drive
Mumbai 400 – 002
Maharashtra, India

Board of Directors

The following table sets out the brief details of our Board as on the date of this Draft Red Herring Prospectus:

Name Designation DIN Address

Seshagiri Rao Chairman and Non- 00029136 B-1603, Valencia CHS, Central Avenue Road,
Venkata Satya Executive Director Hiranandani Gardens, Powai, Adj to Galleria Shopping
Metlapalli Centre, Mumbai 400 076, Maharashtra, India.
Parth Jindal Managing Director 06404506 Jindal House, 32, Walkeshwar Road Mumbai, Malabar
Hill, Mumbai 400 006, Maharashtra, India
Nilesh Narwekar Whole-Time Director 06908109 2301, F-Wing, 23rd Floor, Tower 2, Ashok Garden G.d,
and Chief Executive Ambedkar Marg, Swan Mill Compound, Sewree, Mumbai
Officer 400 015, Maharashtra, India
Narinder Singh Director – Finance & 03578016 201, Silicon Valley, 8 JK Mehta Road, Santacruz West,
Kahlon Commercial and Chief Near Podar School, Mumbai 400 054, Maharashtra, India
Financial Officer
Kantilal Narandas Non-Executive Non- 00019414 Yeshomangal, 64/B- Lallubhai Shamaldas Road, Opp
Patel Independent Director Rajpuriya Hostel, Andheri West, Mumbai 400 058,
Maharashtra, India
Utsav Baijal Non-Executive 02592194 C-501, Chaitanya Towers, Appasaheb Marathe Marg,
Nominee Director*** Prabhadevi Mumbai 400 025, Maharashtra, India
Sudhir Maheshwari Non-Executive 02376365 Tower -W1, Flat 2401-E,W Sub Meter Burj Dubai
Nominee Director*** Development Premise No. 354103008, Dubai 48800,
United Arab Emirates
Pankaj Rajabhau Independent Director 00725144 A/602, Dipti Saphhire, Road No. 2, Natwar Nagar,
Kulkarni Jogeshawari East, Mumbai 400 060, Maharashtra, India
Sutapa Banerjee# Independent Director 02844650 Springs-1, Flat No. 3003 A and B, 30th Floor, G.D.
Ambekar Marg, Wadala Tel. Exch. Naigon, Dadar East,
Mumbai 400 014, Maharashtra, India

97
 Name Designation DIN Address
Sumit Banerjee Independent Director 00213826 Flat No. 206 2nd Floor, 12 Ashoka Road, Alipore, Kolkata
700 027, West Bengal, India
Akshay Chudasama Independent Director 00010630 Shanti Cottage No. 2, Narayan Dabholkar Road, Malabar
Hill, Mumbai 400 006, Maharashtra, India
Aashish Kamat Independent Director 06371682 Flat 2402, 24th floor, The Imperial Edge BB Nakashe Marg,
Tardeo, Mumbai 400 034, Maharashtra, India
Raghav Chandra Independent Director 00057760 K-27 A, Hauz Khaz, South Delhi, New Delhi – 110 016,
India
Preeti Reddy Independent Director 07248280 C-478, 2nd Floor, Defence Colony, South Delhi, Delhi –
100 024, India
***Utsav Baijal and Sudhir Maheshwari were nominated on our Board by AP Asia Opportunistic Holdings Pte. Ltd. and
Synergy Metals Investments Holding Limited, respectively. For further details, see “- Arrangement or understanding with
major Shareholders, customers, suppliers, or others pursuant to which to which our Directors were selected as a Director or
Senior Management Personnel” on page 326.
#Sutapa Banerjee, our Independent Director is also a director on the board of directors of Axis. Accordingly, in terms of the

SEBI Merchant Bankers Regulation, Axis is an associate of our Company and would be involved only in the marketing of the
Offer in compliance with the proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of
the SEBI ICDR Regulations. Axis has signed the due diligence certificate. For further details, see “Risk Factors - SBI Capital
Markets Limited, one of the Book Running Lead Managers to the Offer, is an associate of State Bank of India who is proposing
to participate as a Selling Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a director
on the board of directors of Axis Capital Limited, one of the Book Running Lead Managers to the to the Offer.” on page 61.

For further details of our Board of Directors, see “Our Management – Board of Directors” on page 319.

Company Secretary and Compliance Officer

Sneha Bindra is our Company Secretary and Compliance Officer. Her contact details are as set forth below:

Sneha Bindra
JSW Centre, Bandra Kurla Complex Bandra (East)
Mumbai 400 051
Maharashtra, India
Telephone: +91 22 4286 3115
E-mail: Sneha.bindra@jsw.in

Investor grievances

Bidders may contact the Company Secretary and Compliance Officer, BRLMs or the Registrar to the Offer in
case of any pre-Offer or post-Offer related queries, grievances and for redressal of complaints including non-
receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-
receipt of refund orders or non-receipt of funds by electronic mode, etc.

All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, UPI ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in
which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the
payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the name and
address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall
enclose a copy of the Acknowledgment Slip or provide the application number received from the Designated
Intermediary(ies) in addition to the documents or information mentioned hereinabove. All grievances relating to
Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar
to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders.

All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

98
Book Running Lead Managers

JM Financial Limited Axis Capital Limited*

7th Floor, Cnergy 1st Floor, Axis House,
Appasaheb Marathe Marg P.B. Marg, Worli,
Prabhadevi, Mumbai – 400 025 Mumbai-400 025,
Maharashtra, India Maharashtra, India
Telephone: +91 22 6630 3030/3262 Telephone: +91 22 4325 2183
Email: jswcement.ipo@jmfl.com Email: jswcement.ipo@axiscap.in
Website: www.jmfl.com Website: www.axiscapital.co.in
Investor grievance E-mail: grievance.ibd@jmfl.com Investor grievance E-mail: complaints@axiscap.in
Contact person: Prachee Dhuri Contact person: Harish Patel
SEBI registration no.: INM000010361 SEBI registration no.: INM000012029
*Sutapa Banerjee, our Independent Director is also a director on the
board of directors of Axis. Accordingly, in terms of the SEBI Merchant
Bankers Regulation, Axis is an associate of our Company and would be
involved only in the marketing of the Offer in compliance with the proviso
to Regulation 21A of the SEBI Merchant Bankers Regulations and
Regulation 23(3) of the SEBI ICDR Regulations. Axis has signed the due
diligence certificate. For further details, see “Risk Factors - SBI Capital
Markets Limited, one of the Book Running Lead Managers to the Offer, is
an associate of State Bank of India who is proposing to participate as a
Selling Shareholder in the Offer. Additionally, our Independent Director,
Sutapa Banerjee is also a director on the board of directors of Axis
Capital Limited, one of the Book Running Lead Managers to the to the
Offer.” on page 61.

Citigroup Global Markets India Private Limited DAM Capital Advisors Limited
1202, 12th Floor, First International Financial Centre One BKC, Tower C, 15th Floor
G Block Bandra Kurla Complex, Bandra (East) Unit No. 1511, Bandra Kurla Complex
Mumbai – 400 051 Bandra (East), Mumbai – 400 051
Maharashtra, India Maharashtra, India
Telephone: +91 22 6175 9999 Telephone: +91 22 4202 2500
Email: jswcementipo@citi.com Email: jswcement.ipo@damcapital.in
Website: www.online.citibank.co.in/rhtm/citigroupglobal Website: www.damcapital.in
screen1.htm Investor grievance E-mail: complaint@damcapital.in
Investor grievance E-mail: investors.cgmib@citi.com Contact person: Chandresh Sharma/ Akshay Bhandari
Contact person: Harsh Agarwal SEBI registration no.: MB/INM000011336
SEBI registration no.: INM000010718

Goldman Sachs (India) Securities Private Limited Jefferies India Private Limited
951 - A, Rational House 16th Floor, Express Towers,
Appasaheb Marathe Marg, Prabhadevi Nariman Point,
Mumbai – 400 025 Mumbai – 400 021
Maharashtra, India Maharashtra, India
Telephone: +91 22 6616 9000 Telephone: +91 22 4356 6000
E-mail: jswcementipo@gs.com Email: JSW.Cement.IPO@jefferies.com
Investor grievance E-mail: india-clientsupport@gs.com Website: www.jefferies.com
Website: www.goldmansachs.com Investor Grievance Email:
Contact person: Rohan Johar/Anant Gupta jipl.grievance@jefferies.com
SEBI registration number: INM000011054 Contact person: Suhani Bhareja
SEBI registration no.: INM000011443

Kotak Mahindra Capital Company Limited SBI Capital Markets Limited*

1st Floor, 27 BKC, Plot No. C-27 1501, 15th floor, A & B Wing
‘G’ Block, Bandra Kurla Complex Parinee Crescenzo, G Block
Bandra (East), Mumbai – 400 051 Bandra Kurla Complex
Maharashtra, India Bandra (East), Mumbai 400 051
Telephone: +91 22 4336 0000 Maharashtra, India
Email: Telephone: +91 22 4006 9807
Jswcement.ipo@kotak.comkmccredressal@kotak.com Email: jswcement.ipo@sbicaps.com
Website: https://investmentbank.kotak.com Website: www.sbicaps.com

99
Investor grievance E-mail: kmccredressal@kotak.com Investor grievance E-mail:
Contact person: Ganesh Rane investor.relations@sbicaps.com
SEBI registration no.: INM000008704 Contact person: Janardhan Wagle/Krithika Shetty
SEBI registration no.: INM000003531

**State Bank of India is proposing to participate as a Selling Shareholder

in the Offer. State Bank of India and SBICAPS, are associates in terms of
the SEBI Merchant Bankers Regulations. Accordingly, in compliance with
the proviso to Regulation 21A of the SEBI Merchant Bankers Regulations
and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS would be
involved only in the marketing of the Offer. SBICAPS has signed the due
diligence certificate. For further details, see “Risk Factors - SBI Capital
Markets Limited, one of the Book Running Lead Managers to the Offer, is
an associate of State Bank of India who is proposing to participate as a
Selling Shareholder in the Offer. Additionally, our Independent Director,
Sutapa Banerjee is also a director on the board of directors of Axis
Capital Limited, one of the Book Running Lead Managers to the to the
Offer.” on page 61.

Syndicate Members

[●]

Statement of inter-se allocation of responsibilities among the BRLMs

The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:

Sr.
Activity Responsibility Co-ordination
No.
1. Capital structuring, positioning strategy, due diligence of the Company All BRLMs JM
including its operations/management, legal etc. Drafting and design of
the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus.
The BRLMs shall ensure compliance with SEBI ICDR Regulations and
stipulated requirements and completion of prescribed formalities with
the stock exchanges, RoC and SEBI and RoC filings and follow up and
coordination till final approval from all regulatory authorities.
2. Drafting and approval of statutory advertisements All BRLMs JM

3. Drafting and approval of all publicity material other than statutory All BRLMs Goldman
advertisement as mentioned above including corporate advertising,
brochure, abridged prospectus, application form etc. and filing of media
compliance report.
4. Appointment of intermediaries – Bankers to the Issue, Registrar to the All BRLMs DAM Capital
Issue, advertising agency, monitoring agency, Sponsor Banks, printers
to the Issue and other intermediaries including co-ordination for
agreements to be entered into with such intermediaries.
5. Preparation of road show marketing presentation All BRLMs Citi

6. Preparation of frequently asked questions All BRLMs Jefferies

7. International Institutional marketing (Asia (excluding Hongkong)) of All BRLMs Citi

the Issue, which will cover, inter alia:
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-
to-one meetings; and
• Finalizing international road show and investor meeting schedule

8. International Institutional marketing (Hongkong) of the Issue, which All BRLMs Kotak
will cover, inter alia:
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-
to-one meetings; and
• Finalizing international road show and investor meeting schedule
9. International Institutional marketing (Europe) of the Issue, which will All BRLMs Jefferies
cover, inter alia:
• Institutional marketing strategy;

100
 Sr.
Activity Responsibility Co-ordination
No.
• Finalizing the list and division of international investors for one-
to-one meetings; and
• Finalizing international road show and investor meeting schedule
10. International Institutional marketing (Rest of the World excluding Asia All BRLMs Goldman
and Europe) of the Issue, which will cover, inter alia:
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-
to-one meetings; and
• Finalizing international road show and investor meeting schedule
11. Domestic Institutional marketing of the Issue, which will cover, inter All BRLMs JM
alia:
• Institutional marketing strategy;
• Finalizing the list and division of domestic investors for one-to-
one meetings; and
• Finalizing domestic road show and investor meeting schedule

12. Retail marketing of the Issue, which will cover, inter alia: All BRLMs Axis*
• Finalising media, marketing, public relations strategy and
publicity
• budget including list of frequently asked questions at retail road
shows
• Finalising collection centres
• Finalising application form
• Finalising centres for holding conferences for brokers etc.
• Follow - up on distribution of publicity; and
• Issue material including form, RHP / Prospectus and deciding on
the
• quantum of the Issue material
13. Non-Institutional marketing of the Issue, which will cover, inter alia: All BRLMs SBICAPS**
• Finalising media, marketing and public relations strategy; and
• Formulating strategies for marketing to Non - Institutional
Investors.
14. Managing the book and finalization of pricing in consultation with the All BRLMs JM
Company
15. Coordination with Stock Exchanges for book building software, bidding All BRLMs Kotak
terminals, mock trading, anchor coordination, anchor CAN and
intimation of anchor allocation.
16. Post bidding activities including management of escrow accounts, All BRLMs DAM Capital
coordinate non-institutional allocation, coordination with registrar,
SCSBs and Bank to the Issue, intimation of allocation and dispatch of
refund to bidders, etc.
Post-Issue activities, which shall involve essential follow-up steps
including allocation to Anchor Investors, follow-up with Bankers to the
Issue and SCSBs to get quick estimates of collection and advising the
issuer about the closure of the Issue, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple
applications, listing of instruments, dispatch of certificates or demat
credit and refunds and coordination with various agencies connected
with the post-issue activity such as registrar to the Issue, Bankers to the
Issue, SCSBs including responsibility for underwriting arrangements, as
applicable. Payment of the applicable securities transaction tax (“STT”)
on sale of unlisted equity shares by the Selling Shareholder under the
Issue for Sale to the Government.

Submission of all post Issue reports including the Initial and final Post
Issue report to SEBI.
*Sutapa Banerjee, our Independent Director is also a director on the board of directors of Axis. Accordingly, in terms of the SEBI Merchant
Bankers Regulation, Axis is an associate of our Company and would be involved only in the marketing of the Offer in compliance with the
proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations. Axis has signed
the due diligence certificate. For further details, see “Risk Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers
to the Offer, is an associate of State Bank of India who is proposing to participate as a Selling Shareholder in the Offer. Additionally, our

101
Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the Book Running Lead
Managers to the to the Offer.” on page 61.
**State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State Bank of India and SBICAPS, are associates in
terms of the SEBI Merchant Bankers Regulations. Accordingly, in compliance with the proviso to Regulation 21A of the SEBI Merchant
Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS would be involved only in the marketing of the Offer.
SBICAPS has signed the due diligence certificate. For further details, see “Risk Factors - SBI Capital Markets Limited, one of the Book
Running Lead Managers to the Offer, is an associate of State Bank of India who is proposing to participate as a Selling Shareholder in the
Offer. Additionally, our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the
Book Running Lead Managers to the to the Offer.” on page 61.

Legal Counsel to our Company as to Indian Law

Khaitan & Co
10th & 13th Floors, Tower 1C
One World Centre
841, Senapati Bapat Marg
Mumbai – 400 013, Maharashtra, India
Telephone: +91 22 6636 5000

Registrar to the Offer

KFin Technologies Limited

Selenium, Tower B, Plot No –31 and 32
Financial District, Nanakramguda, Serilingampally
Hyderabad, Rangareddy – 500 032
Telangana, India
Telephone: +91 40 6716 2222
E-mail: jswcement.ipo@kfintech.com
Investor grievance E-mail: einward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221
URL of SEBI website:
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10

Banker(s) to the Offer

[•]

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder
(other than a UPI Bidders), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA
or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.

Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of
Bidders (other than RIIs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at
www.sebi.gov.in.

102
Eligible SCSBs and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 read with SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, read with other applicable UPI Circulars, UPI Bidders,
bidding using the UPI Mechanism may only apply through the SCSBs and mobile applications using the UPI
handles specified on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated
from time to time.
Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the Syndicate, the
list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time or
any such other website as may be prescribed by SEBI from time to time. For more information on such branches
collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website as
may be prescribed by SEBI from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/
ipos/asba_procedures.htm, respectively, as updated from time to time.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received the written consent dated August 14, 2024 from our Statutory Auditors, M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, to include their name as required under section 26 (1) of the
Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert”
as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditors, and in respect of their (i) examination report dated August 12, 2024 on the Restated Consolidated
Financial Information; and (ii) the statement of special tax benefits available to the Company and its shareholders,
under the direct and indirect tax laws in India dated August 14, 2024, included in this Draft Red Herring Prospectus
and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term
“expert” and “consent” does not represent an “expert” or “consent” within the meaning under the U.S. Securities
Act.

Our Company has also received written consent dated August 16, 2024, from the independent chartered
accountant, namely Shah Gupta & Co, Chartered Accountants, having firm registration number 109574W, holding

103
a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies
Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined
under Section 2(38) of Companies Act, 2013 in respect of the certificates and the statement of special benefits
available to our Material Joint Venture issued by them in their capacity as an independent chartered accountant to
our Company.

Our Company has also received written consent dated August 14, 2024 from Holtec Consulting Private Limited,
to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies
Act, 2013 in respect of the Project Report.

Our Company has also received written consent dated August 16, 2024, from the Chartered Engineer, namely
Kondru Dhanapathi Rao, to include his name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section
2(38) of Companies Act, 2013 in relation to the certificate dated August 16, 2024 certifying inter alia authorised
installed capacity and capacity utilisation of our facilities.

Our Company has also received written consent dated August 16, 2024, from the Mining Geologist, namely
Vallabh Tarun Chander, to include his name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section
2(38) of Companies Act, 2013 in relation to the certificate dated August 16, 2024, certifying inter alia the residual
reserves of our limestone and dolomite mines.

Our Company has also received written consent dated August 16, 2024, from the Coal Consultant, namely Min
Mec Consultancy Private Limited, to include their name as required under Section 26(5) of the Companies Act,
2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under
Section 2(38) of Companies Act, 2013 in relation to the certificate dated August 16, 2024, certifying inter alia the
residual reserves of our coal mines.

Our Company has received a written consent dated August 16, 2024, from the Practising Company Secretary,
namely, S.K. Jain & Company, having the membership number 3076, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus
and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013, in respect of certificates issued by
them in their capacity as the independent practising company secretary to our Company, and such consent has not
been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.

Statutory Auditor to our Company

M/s. Deloitte Haskins & Sells LLP

One International Centre, Tower 3
Elphinstone Mills Compound, Senapati Bapat Marg
Elphinstone (West), Mumbai – 400 013
Maharashtra, India
E-mail: parekhmehul@deloitte.com
Telephone: +91 22 6185 4000
Firm registration number: 117366W/W-100018
Peer review number: 017468

Changes in Auditors

Except as stated below, there has been no change in our statutory auditors in the three years preceding the date of
this Draft Red Herring Prospectus.

Particulars Date of change Reason for change

104
HPVS & Associates September 26, 2023 Completion of tenure of five years
502, Crystal Tower, 46-48, Maruti Lane
Fort, Mumbai 400 00, Maharashtra, India
E-mail: connect@hpvs.in
Telephone: +91-22-4970-3215
Firm registration number: 137533W
Peer review number: 013457
M/s. Deloitte Haskins & Sells LLP September 26, 2023 Appointment as the statutory auditors of the
One International Centre Company
Tower 3, 27th – 32nd Floor
Senapati Bapat Marg, Elphinstone Road (West)
Mumbai 400 013, Maharashtra, India
E-mail: parekhmehul@deloitte.com
Telephone: +91 22 6185 4000
Firm registration number: 117366W/W-100018
Peer review number: 017468

Bankers to our Company

Bank of Bahrain and Kuwait RBL Bank Limited

Jolly Maker Chambers II 1st Lane, Shahupuri
225, Nariman Point Kolhapur – 416 001
Mumbai – 400 021 Maharashtra, India
Maharashtra, India Telephone: +91 22 4302 0600
Telephone: +91 93225 71018 Email: customercare@rblbank.com
Email: debadutta.mishra@bbkindia.com Website: www.rblbank.com
Website: www.bbkindia.com/
Contact person: Debadutta Mishra

Axis Bank Limited YES BANK Limited

7th floor, Axis House, Wadia International Centre YES BANK House, Off Western Express Highway
PB Marg, Worli, Mumbai – 400 025 Santacruz East, Mumbai – 400055,
Maharashtra, India Maharashtra, India
Telephone: +91 22 4325 2767 Telephone: +91 96199 64686/+91 82900 23199
Email: ankur.bhargava@axisbank.com Email: dlcfcadmumbai@yesbank.in/
Website: www.axisbank.com/ pawan.agrawal@yesbank.in/
Contact person: Ankur Bhargava shubham.jain9@yesbank.in
Website: www.yesbank.in
Contact person: Pawan Agarwal / Shubham Jain

DCB Bank Limited Kotak Mahindra Bank Limited

Peninsula Business Park, Tower A, 6th, 9th, 18th floor 27 BKC, Plot No. C-27, ‘G’ Block, 3rd Floor
Lower Parel, Mumbai – 400 013, Bandra Kurla Complex, Bandra (East), Mumbai – 400
Maharashtra, India 051 Maharashtra, India
Telephone: +91 22 6618 7000 Telephone: + 91 22 6166 0388
Email: mrugendra.joglekar@dcbbank.com Email: hitesh.punjabi@kotak.com
Website: www.dcbbank.com Website: www.kotak.com
Contact person: Mrugendra Joglekar Contact person: Hitesh Punjabi

Indian Bank Industrial and Commercial Bank of China, Mumbai

31, Variety Hall Road, Branch
Coimbatore 801, A-wing, One BKC, Bandra Kurla Complex, Bandra
Tamil Nadu, India (East), Mumbai – 400 051, Maharashtra, India
Telephone: 042 2239 1953, +91 94431 57924 Telephone: 022 7111 0300
Email: mcb.coimbatore@indianbank.co.in Email: venkatesh.ramesh@india.icbc.com.cn,
Website: www.indianbank.in Ashwin.rajurkar@india.icbc.com.cn,
Contact person: Saravanan V ganesh.rajaram@india.icbc.com.cn
Website: www.india.icbc.com.cn
Contact person: S. R. Venkatesh, Ashwin Rajurkar,
Ganesh Rajaram

105
The South Indian Bank Limited
Mumbai Corporate Branch
Gr Floor, Embassy Centre
207 Nariman Point, Mumbai – 400 021
Maharashtra, India
Telephone: 022 4604 6493, 99951 23931
Email: br0194@sib.co.in / cbg.mumbai@sib.co.in
Website: www.southindianbank.com
Contact person: VipinRaj N C

Grading of the Offer

No credit rating agency registered with SEBI has been appointed for obtaining grading for the Offer.

Appraising Entity

No appraising entity has been appointed in relation to the Offer.

Monitoring Agency

As the size of the Fresh Issue exceeds ₹ 1,000.00 million, our Company will appoint a credit rating agency
registered with SEBI as a monitoring agency to monitor the utilisation of the Net Proceeds, in accordance with
Regulation 41 of the SEBI ICDR Regulations, prior to the filing of the Red Herring Prospectus with the RoC. For
details in relation to the proposed utilisation of the Net Proceeds, see “Objects of the Offer” on page 137.

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Debenture Trustee

As the Offer is of Equity Shares, the appointment of trustee is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Filing of this Draft Red Herring Prospectus

A copy of this Draft Red Herring Prospectus has been filed through SEBI’s online intermediary portal at
https://siportal.sebi.gov.in, as specified in Regulation 25(8) of the SEBI ICDR Regulations and in accordance with
SEBI master circular bearing reference no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. It will
also be filed at:

Securities and Exchange Board of India

Corporation Finance Department Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai – 400 051, Maharashtra, India

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act would be filed with the RoC at its office and a copy of the Prospectus to be filed
under Section 26 of the Companies Act, 2013 would be filed with the RoC at its office, and through the electronic
portal.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of
the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band.
The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and

106
will be advertised in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●]
(a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Marathi
newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located), at least
two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for
the purposes of uploading on their respective websites. Pursuant to the Book Building Process, the Offer Price
shall be determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date. For
details, see “Offer Procedure” on page 599.

All Bidders other than Anchor Investors shall only participate through the ASBA process by providing the details
of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or in
the case of UPI Bidders, by using the UPI Mechanism. In addition to this, the Retail Individual Investors shall
participate through the ASBA process by providing the details of their respective ASBA Account in which the
corresponding Bid Amount will be blocked by the SCSBs or by using the UPI Mechanism. Non-Institutional
Investors with an application size of up to ₹ 0.50 million shall use the UPI Mechanism and shall also provide their
UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting
Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate
in the Offer through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any
stage. Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids until
the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor
Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation
to Anchor Investors will be on a discretionary basis.

For further details, see “Terms of the Offer” and “Offer Procedure” on pages 589 and 599, respectively.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in
relation to this Offer. Each of the Selling Shareholders has, severally and not jointly, specifically confirmed
that it will comply with the SEBI ICDR Regulations and any other directions issued by SEBI, as applicable
to it, in relation to its portion of the Offered Shares. In this regard, our Company and the Selling
Shareholders have appointed the Book Running Lead Managers to manage this Offer and procure Bids for
this Offer.

The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to
change from time to time, and the Bidders are advised to make their own judgment about investment
through the aforesaid processes prior to submitting a Bid in the Offer.

Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the
RoC; and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which
our Company shall apply for after Allotment.

For further details on the method and procedure for Bidding, see “Offer Procedure” and “Offer Structure” on
pages 599 and 596 respectively.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares but prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholders will enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. Pursuant to the terms of the
Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain
conditions to closing, as specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:

(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. This
portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC)

107
 (₹ in million)
Name, address, telephone and e-mail address of Indicative Number of Equity Shares of face Amount
the Underwriters value of ₹10 each to be Underwritten Underwritten
[●] [●] [●]
[●] [●] [●]

The above-mentioned underwriting commitment is indicative and will be finalized after determination of the Offer
Price and Basis of Allotment and will be subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors, the resources of the abovementioned Underwriters are sufficient to enable
them to discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board at its meeting
held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our
Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to Bidders procured by them.

Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be
responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their
underwriting obligations.

108
 CAPITAL STRUCTURE

The share capital of our Company as on the date of this Draft Red Herring Prospectus is as set forth below:

(in ₹, except share data or indicated otherwise)

Aggregate value
Aggregate value at face value
at Offer Price *
A AUTHORIZED SHARE CAPITAL
1,800,000,000 Equity Shares of face value ₹ 10 each 18,000,000,000 -
170,000,000 Preference Shares of face value ₹ 100 each 17,000,000,000 -
Total 35,000,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL (BEFORE THE OFFER AND PRIOR TO THE
CONVERSION OF CCPS)
1,018,858,922# Equity Shares of face value ₹ 10 each 10,188,589,220 -
160,000,000 Compulsorily Convertible Preference 16,000,000,000
Shares of face value ₹ 100 each
C ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL (BEFORE THE OFFER AND POST
CONVERSION OF CCPS)
1,264,287,922**# Equity Shares of face value ₹ 10 each 12,642,879,220 -
D PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS
Offer of up to [●] Equity Shares of face value of ₹ 10 [•] [•]
each aggregating up to ₹ 40,000 million (1)
Which includes:
Fresh Issue of up to [•] Equity Shares of face value ₹ [•] [•]
10 each aggregating up to ₹ 20,000 million (1)
Offer for Sale of up to [●] Equity Shares of face value [•] [•]
₹ 10 each aggregating up to ₹ 20,000 million by the
Selling Shareholders (2)
E ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER
[●] Equity Shares of face value of ₹ 10 each [•] -
F SECURITIES PREMIUM ACCOUNT
Before the Offer 1,319,121,561.36
After the Offer* [•]
* To be updated upon finalization of the Offer Price.
#
Inclusive of 32,506,692 Equity Shares issued to JSW Cement Employees ESOP Trust under the ESOP Plans.
**Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into maximum 245,429,000 Equity
Shares pursuant to the terms and conditions of the CCPS and in accordance with Regulation 5(2) of the SEBI ICDR Regulation. Such maximum
number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding percentage
which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription Agreements. The
actual number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the filing of the Red
Herring Prospectus with the RoC, in accordance with the terms of the CCPS.
(5)
The Offer has been authorized pursuant to the resolution passed by our Board dated July 27, 2024 and resolution of the IPO
Committee dated August 13, 2024 and the Fresh Issue has been authorized by our Shareholders pursuant to a special resolution
passed on July 30, 2024. Further, the IPO Committee has taken on record the consents of the Selling Shareholders by its resolution
dated August 16, 2024. The Selling Shareholders have consented to participate in the Offer for Sale pursuant to their respective
consent letters. For further details of authorizations received for the Offer for Sale, see “Other Regulatory and Statutory
Disclosures” on page 564.
(6)
The Equity Shares arising from conversion of the CCPS held by the respective Selling Shareholders and being offered by the Selling
Shareholders are eligible to form a part of the Offer for Sale in terms of the SEBI ICDR Regulations. Each of the Selling
Shareholders, severally and not jointly, confirms that the Equity Shares being offered by it are eligible for being offered for sale
pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of authorizations received for the
Offer, see “Other Regulatory and Statutory Disclosures” on page 564. The Equity Shares proposed to be offered by the Selling
Shareholders will be issued upon conversion of the CCPS held by them as on date of this DRHP. The conversion of the CCPS will
be completed prior to filing the Red Herring Prospectus with the Registrar of Companies in accordance with Regulation 5(2) and
Regulation 8 of the SEBI ICDR Regulations. For further details, see “Capital Structure – Terms of conversion of Preference
shares” and “History and Certain Corporate Matters - Shareholders’ agreements” beginning on pages 113 and 304. Each of the
Selling Shareholders have severally and not jointly confirmed and approved its participation in the Offer for Sale and confirms
that it has authorized the sale of its portion of the Offered Shares in the Offer for Sale as set out below:

Total No. of Offered Aggregate Value of Date of corporate

Selling Shareholder Date of consent Letter
Shares Offer for Sale approval
AP Asia Opportunistic Up to [●] Equity Shares Up to ₹ 9,375.00 million July 31, 2024 August 11, 2024
Holdings Pte. Ltd. of face value of ₹10
each

109
 Total No. of Offered Aggregate Value of Date of corporate
Selling Shareholder Date of consent Letter
Shares Offer for Sale approval
Synergy Metals Investments Up to [●] Equity Shares Up to ₹ 9,375.00 million August 13, 2024 August 16, 2024
Holding Limited of face value of ₹10
each
State Bank of India Up to [●] Equity Shares Up to ₹ 1,250.00 million July 16, 2024 August 16, 2024
of face value of ₹10
each
Note: As of the date of this Draft Red Herring Prospectus, the Selling Shareholders do not hold any Equity shares. As on the date of this
Draft Red Herring Prospectus they hold 160,000,000 CCPS which will be converted into a maximum of 245,429,000 Equity Shares, prior
to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) and Regulation 8 of the SEBI ICDR
Regulations. Such maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the
maximum shareholding percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of
the Share Subscription Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time
of conversion, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further
details, see “Capital Structure – Terms of conversion of Preference shares” and “History and Certain Corporate Matters - Shareholders’
agreements” beginning on pages 113 and 304.

(7)
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus
with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the
Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may
proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be
appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.

Changes in the authorised share capital of our Company

For details of the changes to the authorised share capital of our Company in the past 10 years, see “History and
Certain Corporate Matters- Amendments to our Memorandum of Association” on page 299.

Notes to the Capital Structure

1. Share capital history of our Company

(a) The following table sets forth the history of the equity share capital of our Company.
Number of Cumulative Face Issue
Date of Equity number of Cumulative value price
Reason for or
allotment Shares of Equity paid-up per per Form of Names of
nature of
of Equity face value of Shares Equity Share equity equity consideration allottees
allotment
Shares ₹10 each of face value capital share share
allotted of ₹10 each (₹) (₹)
May 19, Initial 50,000 50,000 500,000 10 10 Cash 100 Equity
2006 subscription Shares to
to the Nirmal Kumar
Memorandum Jain, 100 equity
of shares to
Association Kantilal N.
Patel, 100
Equity Shares to
Seshagiri Rao
MVS, 100
Equity Shares to
Jayant Acharya,
100 Equity
Shares to P K
Kedia, 24,750
Equity Shares to
Samarth
Holdings
Private Limited,
and 24,750
Equity Shares to
Sapphire

110
 Number of Cumulative Face Issue
Date of Equity number of Cumulative value price
Reason for or
allotment Shares of Equity paid-up per per Form of Names of
nature of
of Equity face value of Shares Equity Share equity equity consideration allottees
allotment
Shares ₹10 each of face value capital share share
allotted of ₹10 each (₹) (₹)
Technologies
Limited
June 16, Preferential 1,255,500 1,305,500 13,055,000 10 10 Cash 100,000 Equity
2006 allotment Shares to
Samarth
Holdings
Private Limited
and 1,155,500
Equity Shares to
Steel Traders
Limited
July 25, Preferential 1,100,000 2,405,500 24,055,000 10 10 Cash 1,100,000
2006 allotment Equity Shares to
Samarth
Holdings
Private Limited
March 31, Rights issue 50,000 2,455,500 24,555,000 10 10 Cash 50,000 Equity
2007 Shares to
Sapphire
Technologies
Limited
June 6, Preferential 5,104,700 7,560,200 75,602,000 10 10 Cash 2,064,200
2007 allotment Equity Shares to
Steel Traders
Limited and
3,040,500
Equity Shares to
Universal
Traders and
Investments
Limited
November Preferential 2,051,500 9,611,700 96,117,000 10 10 Cash 1,025,750
2, 2007 allotment Equity Shares to
Steel Traders
Limited and
1,025,750
Equity Shares to
Universal
Traders and
Investments
Limited
January 2, Preferential 50,000,000 59,611,700 596,117,000 10 10 Cash 50,000,000
2008 allotment Equity Shares to
JSW
Investments
Private Limited
February 7, Preferential 900,000 60,511,700 605,117,000 10 10 Cash 900,000 Equity
2008 allotment Shares to JSW
Investments
Private Limited
January 19, Preferential 80,000,000 140,511,700 1,405,117,000 10 10 Cash 80,000,000
2010 allotment Equity Shares to
JSW
Investments
Private Limited
March 2, Preferential 92,700,000 233,211,700 2,332,117,000 10 10 Cash 92,700,000
2010 allotment Equity Shares to
JSW
Investments
Private Limited

111
 Number of Cumulative Face Issue
Date of Equity number of Cumulative value price
Reason for or
allotment Shares of Equity paid-up per per Form of Names of
nature of
of Equity face value of Shares Equity Share equity equity consideration allottees
allotment
Shares ₹10 each of face value capital share share
allotted of ₹10 each (₹) (₹)
March 17, Preferential 48,300,000 281,511,700 2,815,117,000 10 10 Cash 48,300,000
2011 allotment Equity Shares to
JSW
Investments
Private Limited
June 9, Preferential 20,000,000 301,511,700 3,015,117,000 10 10 Cash 20,000,000
2011 allotment Equity Shares to
JSW
Investments
Private Limited
November Conversion of 100,000,000 401,511,700 4,015,117,000 10 10 Cash* 100,000,000
14, 2014 Non- Equity Shares to
cumulative JSW
redeemable Investments
optionally Private Limited
convertible
preference
shares into
Equity Shares
March 31, Private 30,000,000 431,511,700 4,315,117,000 10 10 Cash 30,000,000
2015 placement Equity Shares to
JSW Logistics
Infrastructure
Private Limited
May 27, Private 19,000,000 450,511,700 4,505,117,000 10 10 Cash 19,000,000
2015 placement Equity Shares to
JSW Logistics
Infrastructure
Private Limited
December Rights issue 535,840,530 986,352,230 9,863,522,300 10 10 Cash 535,840,530
7, 2017 Equity Shares to
Adarsh
Advisory
Services Private
Limited
July 30, Allotment 32,506,692 1,018,858,922 10,188,589,220 10 50.58 Cash 32,506,692
2024 under the Equity Shares to
ESOP Plans JSW Cement
Employees
ESOP Trust
Total 1,018,858,922 10,188,589,220
* The consideration was received at the time of allotment of 10,000,000 non-cumulative redeemable optionally convertible preference shares.

(b) The following table sets forth the history of preference share capital of our Company.

Date of
Number of Cumulative Face value Issue price
allotment Reason for or
preference number of per per Form of Names of
of nature of
shares preference preference preference consideration allottees
preference allotment
allotted shares share (₹) share (₹)
shares
8% Non-cumulative redeemable optionally convertible preference shares
September Private placement 10,000,000 10,000,000 100 100 Cash JSW
7, 2013 Investments
Private
Limited
November Conversion of (10,000,000) 0 100 N.A. Cash^ JSW
14, 2014 10,000,000 Non- Investments
cumulative Private
redeemable Limited
optionally

112
 Date of
Number of Cumulative Face value Issue price
allotment Reason for or
preference number of per per Form of Names of
of nature of
shares preference preference preference consideration allottees
preference allotment
allotted shares share (₹) share (₹)
shares
convertible
preference shares
with the face
value ₹ 100 into
100,000,000
Equity Shares
with the face
value ₹ 10
Compulsorily Convertible Preference Shares**##
July 28, Private placement 50,000,000 50,000,000 100 100 Cash Synergy
2021 Metals
Investments
Holding
Limited
August 30, Private placement 50,000,000 100,000,000 100 100 Cash AP Asia
2021 Opportunistic
Holdings Pte.
Ltd.
December Private placement 10,000,000 110,000,000 100 100 Cash State Bank of
20, 2021 India
December Private placement 25,000,000 135,000,000 100 100 Cash Synergy
22, 2021 Metals
Investments
Holding
Limited
25,000,000 160,000,000 100 100 Cash AP Asia
Opportunistic
Holdings Pte.
Ltd.
**
As on the date of this Draft Red Herring prospectus, Synergy Metals Investments Holding Limited, AP Asia Opportunistic Holdings Pte.
Ltd. and State Bank of India hold the CCPS, which will be converted into Equity Shares prior to the filing of the updated Draft Red Herring
Prospectus with the SEBI in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
##
Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into maximum 245,429,000
Equity Shares pursuant to the terms and conditions of the CCPS and in accordance with Regulation 5(2) of the SEBI ICDR Regulation. Such
maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding
percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription
Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to
the filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS.
^ The consideration was received at the time of allotment of 10,000,000 non-cumulative redeemable optionally convertible preference shares.

Our Company has made the abovementioned issuances and allotments of Equity Shares and preference shares
from the date of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus in
compliance with the relevant provisions of the Companies Act, 2013 and the Companies Act, 1956, to the extent
applicable.

Terms of conversion of Preference shares

As on the date of this Draft Red Herring Prospectus, there are 160,000,000 CCPS of face value of ₹100 each that
are outstanding, and such CCPS shall be converted to a maximum of 245,429,000 Equity Shares of face value of
₹10 each which will be completed prior to the filing of the Red Herring Prospectus with RoC in accordance with
Regulation 5(2) of the SEBI ICDR Regulations. Such maximum number of Equity Shares to be issued pursuant
to conversion of CCPS has been determined basis the maximum shareholding percentage which can be held by
such shareholders of CCPS in our Company prior to the Offer as per the terms of the Share Subscription
Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time
of conversion, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the
CCPS. For details, see “History and Certain Corporate Matters - Shareholders’ agreements” on page 304.

113
The details of outstanding CCPS allotted by our Company are set forth in the table below:

Face value Estimated

per Maximum number of price per
Acquisition
Number of preference Estimated Equity Shares to be Equity
Name of the Date of price per
CCPS share (₹) conversion allotted post Share
shareholder acquisition CCPS (in
acquired ratio conversion of (based on
₹)
CCPS** conversion)
(in ₹)***
Synergy Metals July 28, 2021 75,000,000 100 1:1.53 115,044,844 100 65.19
Investments Holding and
Limited December
22, 2021
AP Asia August 30, 75,000,000 100 1:1.53 115,044,844 100 65.19
Opportunistic 2021 and
Holdings Pte. Ltd. December
22, 2021
State Bank of India December 10,000,000 100 1:1.53 15,339,312 100 65.19
20, 2021
Total 160,000,000 245,429,000
** As of the date of this Draft Red Herring Prospectus, the Selling Shareholders do not hold any Equity shares. As on the date of this Draft
Red Herring Prospectus they hold 160,000,000 CCPS which will be converted into a maximum of 245,429,000 Equity Shares, prior to the
filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) and Regulation 8 of the SEBI ICDR Regulations. Such
maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been determined basis the maximum shareholding
percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription
Agreements. The actual number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the
filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further details, see “Capital Structure –
Terms of conversion of Preference shares” and “History and Certain Corporate Matters -Shareholders’ agreements” beginning on pages
113 and 304.
*** Computed based on the maximum number of Equity Shares to be allotted post conversion of CCPS.

Secondary Transactions involving the Promoters, Promoter Group and the Selling Shareholders

Except as disclosed below and in“ – Build-up of the Equity shareholding of our Promoters in our Company” on
page 130, there has been no acquisition of Equity Shares through secondary transactions by our Promoters and
the members of the Promoter Group, as on the date of this Draft Red Herring Prospectus:

Number of
Date of Equity Transfer
Nature Face value
transfer Shares of Details of Details of price per Form of
of per equity
of Equity face value transferor(s) transferee(s) equity consideration
transfer share (₹)
Shares of ₹10 each share (₹)
transferred
Promoter Group
Acquisitions by JSW Investments Private Limited
April 12, 1,025,750 Steel Traders JSW Physical 10 10 Cash
2008 Limited Investments
Private
Limited
April 12, 1,155,500 Steel Traders JSW Physical 10 10 Cash
2008 Limited Investments
Private
Limited
April 12, 2,064,200 Steel Traders JSW Physical 10 10 Cash
2008 Limited Investments
Private
Limited
May 12, 3,040,500 Universal JSW Physical 10 10 Cash
2008 Traders & Investments
Investments Private
Limited Limited
May 12, 1,025,750 Universal JSW Physical 10 10 Cash
2008 Traders & Investments

114
 Number of
Date of Equity Transfer
Nature Face value
transfer Shares of Details of Details of price per Form of
of per equity
of Equity face value transferor(s) transferee(s) equity consideration
transfer share (₹)
Shares of ₹10 each share (₹)
transferred
Investments Private
Limited Limited

September 74,750 JSW Global JSW Demat 10 10 Cash

14, 2016 Business Investments
Solutions Private
Limited Limited
(formerly
known as
Sapphire
Technologies
Limited)
June 16, 10 Adarsh JSW Demat 10 10 NA
2021 Advisory Investments
Services Private
Private Limited *
Limited
Acquisitions by M Balwant Kumar Ranka
November 100 Mr. N. K. Jain M Balwant Physical 10 10 Cash
15, 2008 Kumar
Ranka*
Acquisitions by Virtuous Tradecorp Private Limited
May 27, 3,700,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
May 28, 4,300,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
May 31, 3,500,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
June 2, 3,500,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
June 2, 3,500,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
June 3, 3,500,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
June 4, 3,500,000 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited
June 14, 1,089,726 JSW Virtuous Demat 10 18.56 Cash
2021 Investments Tradecorp
Private Private
Limited Limited

115
 Number of
Date of Equity Transfer
Nature Face value
transfer Shares of Details of Details of price per Form of
of per equity
of Equity face value transferor(s) transferee(s) equity consideration
transfer share (₹)
Shares of ₹10 each share (₹)
transferred
November 100 Seshagiri Virtuous Demat 10 10 Cash
26, 2021 Rao** Tradecorp
Private
Limited
November 100 K N Patel** Virtuous Demat 10 10 Cash
26, 2021 Tradecorp
Private
Limited
November 100 P K Kedia** Virtuous Demat 10 10 Cash
26, 2021 Tradecorp
Private
Limited
November 100 Jayant Virtuous Demat 10 10 Cash
26, 2021 Acharya** Tradecorp
Private
Limited
November 100 M Balwant Virtuous Demat 10 10 Cash
26, 2021 Kumar Tradecorp
Ranka** Private
Limited
Acquisitions by JSW Logistics Infrastructure Private Limited
July 19, 26,550,000 JSW JSW Logistics Demat 10 10 Cash
2013 Investments Infrastructure
Private Private
Limited Limited
Acquisitions by Glebe Trading Private Limited
September 20,642,340 JSW Glebe Trading Demat 10 10 Cash
25, 2014 Investments Private
Private Limited
Limited
Acquisitions by JSL Limited
September 5,052,114 JSW JSL Limited Demat 10 10 Cash
30, 2014 Investments
Private
Limited
June 7, 3,500,000 JSW JSL Limited Demat 10 18.56 Cash
2021 Investments
Private
Limited
June 8, 3,500,000 JSW JSL Limited Demat 10 18.56 Cash
2021 Investments
Private
Limited
June 11, 5,000,000 JSW JSL Limited Demat 10 18.56 Cash
2021 Investments
Private
Limited
June 14, 3,000,000 JSW JSL Limited Demat 10 18.56 Cash
2021 Investments
Private
Limited
Acquisitions by Danta Enterprises Private Limited
October 26,000,000 JSW Danta Demat 10 10 Cash

116
 Number of
Date of Equity Transfer
Nature Face value
transfer Shares of Details of Details of price per Form of
of per equity
of Equity face value transferor(s) transferee(s) equity consideration
transfer share (₹)
Shares of ₹10 each share (₹)
transferred
14, 2014 Investments Enterprises
Private Private
Limited Limited
Acquisitions by Siddeshwari Tradex Private Limited
January 46,642,340 Glebe Siddheshwari Demat 10 NA Amalgamation
18, 2021 Trading Tradex Private of Glebe
Private Limited Trading
Limited and Private
Danta Limited and
Enterprises Danta
Private Enterprises
Limited Private
Limited
Acquisitions by Everbest Consultancy Services Private Limited
June 16, 10 Adarsh Everbest Demat 10 10 NA
2021 Advisory Consultancy
Services Services
Private Private
Limited Limited*
Acquisitions by Reynold Traders Private Limited
June 16, 10 Adarsh Reynold Demat 10 10 NA
2021 Advisory Traders
Services Private
Private Limited *
Limited
Acquisitions by Magnificent Merchandise and Advisory Services Private Limited
June 16, 10 Adarsh Magnificent Demat 10 10 NA
2021 Advisory Merchandise
Services & Advisory
Private Services
Limited Private
Limited *
Acquisitions by Vinamra Consultancy Private Limited
June 16, 10 Adarsh Vinamra Demat 10 10 NA
2021 Advisory Consultancy
Services Private
Private Limited. *
Limited
Acquisitions by Anushree Jindal
March 12, 1,200,000 Adarsh Anushree Demat 10 34 Cash
2024 Advisory Jindal
Services
Private
Limited
Acquisitions by Nunu Jasani
March 22, 1,000,000 Adarsh Nunu Uday Demat 10 34 Cash
2024 Advisory Jasani
Services
Private
Limited
Acquisitions by Saket Kanoria
March 22, 7,50,000 Adarsh Saket Kanoria Demat 10 34 Cash
2024 Advisory

117
 Number of
Date of Equity Transfer
Nature Face value
transfer Shares of Details of Details of price per Form of
of per equity
of Equity face value transferor(s) transferee(s) equity consideration
transfer share (₹)
Shares of ₹10 each share (₹)
transferred
Services
Private
Limited
Acquisitions by Urmila Kanoria
March 22, 750,000 Adarsh Urmila Demat 10 34 Cash
2024 Advisory Kanoria
Services
Private
Limited
Acquisitions by Tanvi Shete
March 12, 750,000 Adarsh Tanvi Shete Demat 10 34 Cash
2024 Advisory
Services
Private
Limited
Acquisitions by Tarini Jindal Handa
March 12, 750,000 Adarsh Tarini Jindal Demat 10 34 Cash
2024 Advisory Handa
Services
Private
Limited
Acquisitions by Uday Jasani
May 24, 200,000 Nunu Uday Uday Jasani Demat 10 34 Cash
2024 Jasani
August 100,000 Pritesh Uday Jasani Demat 10 40.00 Cash
13, 2024 Rajendar
Shah
Acquisitions by Saroj Bhartia
July 26, 217,354 Adarsh Saroj Bhartia Demat 10 37.75 Cash
2024 Advisory
Services
Private
Limited
Acquisitions by Sarika Jhunjhunwala
July 26, 217,354 Adarsh Sarika Demat 10 37.75 Cash
2024 Advisory Jhunjhunwala
Services
Private
Limited
Acquisitions by Nirmala Goel
July 26, 217,354 Adarsh Nirmala Goel Demat 10 37.75 Cash
2024 Advisory
Services
Private
Limited
Acquisitions by Urmila Bhuwalka
July 26, 217,354 Adarsh Urmila Demat 10 37.75 Cash
2024 Advisory Bhuwalka
Services
Private
Limited
** Nominee of JSW Investments Private Limited.
* Nominee of Adarsh Advisory Services Private Limited.

118
As on the date of this Draft Red Herring Prospectus, our Selling Shareholders do not hold any Equity Shares in
our Company. There has been no acquisition or transfer of Equity Shares or CCPS through secondary transactions
by the Selling Shareholders, since the incorporation of the Company.

2. Shares issued for consideration other than cash or by way of bonus issue or out of revaluation reserves

Our Company has not issued any shares out of revaluation of reserves or by way of bonus issue since
incorporation. Further, our Company has not issued any shares for consideration other than cash since
incorporation.

3. Issue of Equity Shares at a price lower than the Offer Price in the last year

The Offer Price for the Equity Shares is ₹ [●]. Except as disclosed below, our Company has not issued any Equity
Shares during a period of one year preceding the date of this Draft Red Herring Prospectus at a price lower than
the Offer Price:

Number of Cumulative
Date of Reason Equity number of Cumulative Face Issue
allotment for or Shares of Equity paid-up value per price per Form of Names of
of Equity nature of face value Shares of Equity Share equity equity consideration allottees
Shares allotment of ₹10 each face value of capital share (₹) share (₹)
allotted ₹10 each
July 30, Allotment 32,506,692 1,018,858,922 10,188,589,220 10 50.58 Cash 32,506,692
2024 under the Equity
ESOP Shares to
Plans JSW
Cement
Employees
ESOP Trust

4. Details of Equity Shares granted under employee stock option schemes

Except as disclosed below in “-Employee Stock Option Plan” on page 124, our Company has not granted any
Equity Shares pursuant to ESOP 2016 and ESOP 2021.

5. Issue of Equity Shares pursuant to scheme of arrangement

As on the date of this Draft Red Herring Prospectus, our Company has not issued or allotted any Equity
Shares pursuant to schemes of arrangement approved under Sections 391-394 of the Companies Act, 1956 or
Sections 230-234 of the Companies Act, 2013.

6. Our Company shall ensure that all transactions in Equity Shares by our Promoters and members of our
Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closing of the
Offer shall be reported to the Stock Exchanges within 24 hours of such transactions.

119
7. Shareholding pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus.
Shareholding, Number of
Number of
Number of voting rights held in each class of as a % shares pledged
Shareholding Number of locked in
Number of securities assuming full or otherwise Number of
Number of as a % of shares shares
partly Number of (IX) conversion of encumbered Equity Shares
fully paid-up Total number total number underlying (XII)
Number paid-up shares convertible (XIII) of face value of
Category of Equity Shares of shares held of shares outstanding
Category of share Equity underlying Number of Voting Rights securities (as ₹10 each held
shareholder of face value (VII) = (calculated as convertible As a As a
(I) holders Shares of depository Total a percentage in
(II) of ₹10 each (IV)+(V)+ per SCRR, securities % of % of
(III) face value receipts as a % of diluted dematerialized
held (VI) 1957) Class e.g.: Class (including Number total Number total
of ₹10 each (VI) of share capital) form
(IV) (VIII) As a % Equity e.g.: Total warrants) (a) Shares (a) shares
held (V) (A+B+ (XI)= (VII) (XIV)**
of (A+B+C2) Shares Others (X) held held
C) +(X) As a %
(b) (b)
of (A+B+C2)#
(A) Promoters and
Promoter Group#^ 23 986,134,876 - - 986,134,876 96.79 986,134,876 - 986,134,876 96.79 - 78.00 - - - - 986,134,876

(B) Public 1 217,354 - - 217,354 0.02 217,354 - 217,354 0.02 245,429,000 19.43 - - - - 217,354
(C) Non-Promoter- Non-
Public - - - - - - - - - - - - - - - - -

(C1) Shares underlying

depository receipts
- - - - - - - - - - - - - - - - -

(C2) Shares held by

Employee Trusts 1 32,506,692 - - 32,506,692 3.19 32,506,692 - 32,506,692 3.19 - 2.57 - - - - 32,506,692

Total (A) + (B) + (C)

25 1,018,858,922 - - 1,018,858,922 100.00 1,018,858,922 - 1,018,858,922 100.00 - 100.00 - - - - 1,018,858,922
#
Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon conversion of outstanding CCPS.
*Prior to filing of the Red Herring Prospectus with RoC, 160,000,000 outstanding CCPS will be converted into maximum of 245,429,000 Equity Shares, prior to the filing of the Red Herring Prospectus with the RoC,
pursuant to the terms and conditions of the CCPS and in accordance with Regulation 5(2) of the SEBI ICDR Regulations. Such maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been
determined basis the maximum shareholding percentage which can be held by the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription Agreements. The actual number of
Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further details,
see “Capital Structure – Terms of conversion of Preference shares” and “History and Certain Corporate Matters - Shareholders’ agreements” beginning on pages 113 and 304. The information for maximum number
of Equity Shares to be issued to each Selling Shareholder pursuant to conversion of CCPS is set out below:

CCPS held as on the date of this Draft Red Herring Maximum number of resultant Equity Shares upon
Name of the CCPS shareholder
Prospectus conversion of CCPS
AP Asia Opportunistic Holdings Pte. Ltd. 75,000,000 115,044,844
State Bank of India 10,000,000 15,339,312
Synergy Metals Investments Holding Limited 75,000,000 115,044,844
Total 160,000,000 245,429,000
#
Inclusive of 32,506,692 Equity Shares issued to JSW Cement Employees ESOP Trust under the ESOP Plans.
**
The number of shares in column XIV (which are stated as on the date of this Draft Red Herring Prospectus) exclude the equity shares that will be issued upon conversion of CCPS.
^Includes the 10 Equity Shares of face value of ₹10 each held by each of Everbest Consultancy Services Private Limited, JSW Investments Private Limited, Reynold Traders Private Limited, Magnificient Merchandise
and Advisory Services Private Limited and Vinamra Consultancy Private Limited, respectively, as nominees of Adarsh Advisory Services Private Limited.

120
8. Other details of shareholding of our Company

(a) As on the date of the filing of this Draft Red Herring Prospectus, our Company has 25 holders of Equity
Shares and three holders of CCPS. Further, our Company is in compliance with Section 25 of the
Companies Act, 2013 and has not had more than 200 shareholders in any financial year since
incorporation.

(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up equity share capital of our
Company on a fully diluted basis, as on the date of filing of this Draft Red Herring Prospectus:

Number of Equity Percentage of the Number of Equity Percentage of the

Shares of face pre-Offer equity Shares on a fully pre-Offer equity
Sr. Name of the value of ₹10 each share capital (%) diluted basis share capital on a
No. Shareholder held (assuming fully diluted basis
conversion of (%)^
CCPS)
1. Adarsh Advisory 882,580,780 86.62 88,25,80,780 69.81
Services Private
Limited^^
2. AP Asia - - 11,50,44,844 9.10
Opportunistic
Holdings Pte.
Ltd.**
3. Synergy Metals - - 11,50,44,844 9.10
Investments
Holding
Limited**
4. Siddeshwari 46,642,340 4.58 46,642,340 3.69
Tradex Private
Limited
5. JSW Cement 32,506,692 3.19 3,25,06,692 2.57
Employees ESOP
Trust
6. Virtuous 26,590,226 2.61 2,65,90,226 2.10
Tradecorp
Private Limited
7. JSL Limited 20,052,114 1.97 2,00,52,114 1.59
8. State Bank of - - 1,53,39,312 1.21
India**
Total 1,008,372,152 98.97 1,25,38,01,152 99.17
*
Based on the beneficiary position statement dated August 14, 2024.
^The percentage of the equity share capital has been calculated on the basis of total Equity Shares held by a shareholder and the
maximum number of Equity Shares which would have resulted from the conversion of the CCPS held by such shareholder.
^^ Including the 50 shares held by the nominees of Adarsh Advisory Services Private Limited.
**
As of the date of this Draft Red Herring Prospectus, the Selling Shareholders do not hold any Equity shares. As on the date of
this Draft Red Herring Prospectus they hold 160,000,000 CCPS which will be converted into a maximum of 245,429,000 Equity
Shares, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) and Regulation 8 of
the SEBI ICDR Regulations. Such maximum number of Equity Shares to be issued pursuant to conversion of CCPS has been
determined basis the maximum shareholding percentage which can be held by the Selling Shareholders in our Company prior to
the Offer as per the terms of the Share Subscription Agreements. The actual number of Equity Shares that such CCPS will convert
into shall be determined at the time of conversion, prior to the filing of the Red Herring Prospectus with the RoC, in accordance
with the terms of the CCPS. For further details, see “Capital Structure – Terms of conversion of Preference shares” and “History
and Certain Corporate Matters - Shareholders’ agreements” beginning on pages 113 and 304. The information for maximum
number of Equity Shares to be issued to each Selling Shareholder pursuant to conversion of CCPS is set out below:

CCPS held as on the date of the Draft Maximum number of resultant Equity
Name of the CCPS shareholder
Red Herring Prospectus Shares upon conversion
AP Asia Opportunistic Holdings Pte. 75,000,000 115,044,844
Ltd.
State Bank of India 10,000,000 15,339,312
Synergy Metals Investments Holding 75,000,000 115,044,844
Limited
Total 160,000,000 245,429,000

121
(c) Set forth below is a list of Shareholders holding 1% or more of the paid-up equity share capital of our
Company on a fully diluted basis, as of 10 days prior to the date of filing of this Draft Red Herring
Prospectus.

Number of
Number of Equity Percentage of the
Equity Percentage of
Shares on a fully pre-Offer equity
Sr. Name of the Shares of the pre-Offer
diluted basis share capital on a
No. Shareholder face value of equity share
(assuming fully diluted basis
₹10 each capital (%)
conversion of CCPS) (%)^
held
1. Adarsh Advisory 882,580,780 86.62 882,580,780 69.81
Services Private
Limited^^
2. AP Asia Opportunistic - - 9.10
11,50,44,844
Holdings Pte. Ltd.**
3. Synergy Metals - - 9.10
Investments Holding 11,50,44,844
Limited**
4. Siddeshwari Tradex 46,642,340 4.58 46,642,340 3.69
Private Limited
5. JSW Cement 32,506,692 3.19 32,506,692 2.57
Employees ESOP Trust
6. Virtuous Tradecorp 26,590,226 2.61 26,590,226 2.10
Private Limited
7. JSL Limited 20,052,114 1.97 20,052,114 1.59

8. State Bank of India** - - 15,339,312 1.21

Total 1,008,372,152 98.97 1,253,801,152 99.17

*
Based on the beneficiary position statement dated August 6, 2024.
^
The percentage of the equity share capital has been calculated on the basis of total Equity Shares held by a shareholder and the
maximum number of Equity Shares which would have resulted from the conversion of the CCPS held by such shareholder.
^^ Including the 50 shares held by the nominees of Adarsh Advisory Services Private Limited.
**
As of the date 10 days prior to this Draft Red Herring Prospectus, the Selling Shareholders did not hold any Equity shares. As
on the date 10 days prior to this Draft Red Herring Prospectus the Selling Shareholders held 160,000,000 CCPS which will be
converted into a maximum of 245,429,000 Equity Shares, prior to the filing of the Red Herring Prospectus with the RoC, in
accordance with Regulation 5(2) and Regulation 8 of the SEBI ICDR Regulations. Such maximum number of Equity Shares to be
issued pursuant to conversion of CCPS has been determined basis the maximum shareholding percentage which can be held by
the Selling Shareholders in our Company prior to the Offer as per the terms of the Share Subscription Agreements. The actual
number of Equity Shares that such CCPS will convert into shall be determined at the time of conversion, prior to the filing of the
Red Herring Prospectus with the RoC, in accordance with the terms of the CCPS. For further details, see “Capital Structure –
Terms of conversion of Preference shares” and “History and Certain Corporate Matters - Shareholders’ agreements” beginning
on pages 113 and 304. The information for maximum number of Equity Shares to be issued to each Selling Shareholder pursuant
to conversion of CCPS is set out below:

CCPS held as on the date of the Draft Maximum number of resultant Equity
Name of the CCPS shareholder
Red Herring Prospectus Shares upon conversion
AP Asia Opportunistic Holdings Pte. 75,000,000 115,044,844
Ltd.
State Bank of India 10,000,000 15,339,312
Synergy Metals Investments Holding 75,000,000 115,044,844
Limited
Total 160,000,000 245,429,000

(d) Set forth below is a list of Shareholders holding 1% or more of the paid-up equity share capital of our
Company on a fully diluted basis, as of one year prior to the date of filing of this Draft Red Herring
Prospectus.
Percentage of
Number of Percentage of Number of Equity the pre-Offer
Sr. Equity Shares the pre-Offer Shares on a fully diluted equity share
Name of the Shareholder
No. of face value of equity share basis (assuming capital on a
₹10 each held* capital# (%) conversion of CCPS) fully diluted
basis (%)^#
1. Adarsh Advisory Services 89,30,67,550^^ 90.54 89,30,67,550 71.77
Private Limited^^

122
 Percentage of
Number of Percentage of Number of Equity the pre-Offer
Sr. Equity Shares the pre-Offer Shares on a fully diluted equity share
Name of the Shareholder
No. of face value of equity share basis (assuming capital on a
₹10 each held* capital# (%) conversion of CCPS) fully diluted
basis (%)^#
2. AP Asia Opportunistic Holdings - 11,32,33,523 9.10
Pte. Ltd.**
-
3. Synergy Metals Investments - 11,32,33,523 9.10
Holding Limited**
-
4. Siddeshwari Tradex Private 4,66,42,340 4.73 4,66,42,340 3.75
Limited
5. Virtuous Tradecorp Private 2,65,90,226 2.70 2,65,90,226 2.14
Limited
6. JSL Limited 2,00,52,114 2.03 2,00,52,114 1.61
7. State Bank of India** - - 1,50,97,803 1.21
Total 986,352,230 100.00% 1,227,917,079 98.68
*
Based on the beneficiary position statement dated August 16, 2023.
^
The percentage of the equity share capital has been calculated on the basis of total Equity Shares held by a shareholder and the
maximum number of Equity Shares which would have resulted from the conversion of the CCPS held by such shareholder.
^^ Including the 50 shares held by the nominees of Adarsh Advisory Services Private Limited.
#
Fully diluted Equity Share capital includes 16,465,297 vested but not issued ESOPs.
** Assuming conversion of CCPS into 241,564,849 Equity Shares. Such maximum number of Equity Shares to be issued pursuant
to conversion of CCPS has been determined basis the maximum shareholding percentage which can be held by the Selling
Shareholders in our Company based on the paid up equity capital of our Company as of one year prior to the date of filing of this
Draft Red Herring Prospectus as per the terms of the Share Subscription Agreements.

(e) Set forth below is a list of Shareholders holding 1% or more of the paid-up equity share capital of our
Company on a fully diluted basis, as of two years prior to the date of filing of this Draft Red Herring
Prospectus.

Percentage of
Number of Number of Equity the pre-Offer
Percentage of the
Sr. Name of the Equity Shares of Shares on a fully diluted equity share
pre-Offer equity
No. Shareholder face value of ₹10 basis (assuming capital on a
share capital (%)
each held* conversion of CCPS) fully diluted
basis (%)^#
1. Adarsh 89,30,67,550^^ 90.54% 89,30,67,550 71.95
Advisory
Services
Private Limited
2. AP Asia - - 11,29,50,555 9.10
Opportunistic
Holdings Pte.
Ltd.**
3. Synergy Metals - - 11,29,50,555 9.10
Investments
Holding
Limited**
4. Siddeshwari 4,66,42,340 4.73% 4,66,42,340 3.76
Tradex Private
Limited
5. Virtuous 2,65,90,226 2.70% 2,65,90,226 2.14
Tradecorp
Private Limited
6. JSL Limited 2,00,52,114 2.03% 2,00,52,114 1.62

7. State Bank of - - 1,50,60,074 1.21

India**
Total 98,63,52,230 100.00% 1,227,313,414 98.88
*
Based on the beneficiary position statement dated August 16, 2022.
^The percentage of the equity share capital has been calculated on the basis of total Equity Shares held by a shareholder and the
maximum of Equity Shares which would have resulted from the conversion of the CCPS held by such shareholder.
^^ Including the 50 shares held by the nominees of Adarsh Advisory Services Private Limited.
#
Equity Share Capital includes 13,959,278 vested but not issued ESOPs.
** Assuming conversion of CCPS into 240,961,184 Equity Shares. Such maximum number of Equity Shares to be issued pursuant
to conversion of CCPS has been determined basis the maximum shareholding percentage which can be held by the Selling

123
 Shareholders in our Company based on the paid up equity capital of our Company as of two years prior to the date of filing of this
Draft Red Herring Prospectus as per the terms of the Share Subscription Agreements.

(f) Except for the allotment of Equity Shares pursuant to the ESOP Plans, the Pre-IPO Placement and the
Fresh Issue, our Company presently does not intend or propose and is not under negotiations or
considerations to alter its capital structure for a period of six months from the Bid/Offer Opening Date,
by way of split or consolidation of the denomination of Equity Shares, or by way of further issue of
Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for
Equity Shares), whether on a preferential basis, or by way of issue of bonus Equity Shares, or on a rights
basis, or by way of further public issue of Equity Shares, or otherwise.

(g) Except for the outstanding options issued in terms of the ESOP Plans and the CCPS, there are no
outstanding warrants, options, or rights to convert debentures, loans or other convertible instruments
would entitle any person any option to receive Equity Shares of our Company as on the date of this Draft
Red Herring Prospectus.

9. Employee Stock Option Plan

JSWCL Employees Stock Ownership Plan – 2016 (“ESOP 2016”)

Pursuant to a resolution of our Board of Directors dated February 9, 2016, and Shareholders’ resolution dated
March 30, 2016, our Company had instituted an employee stock option plan, the ESOP 2016, which was
subsequently amended by our Company pursuant to the resolutions passed by our Board of Directors in their
meetings held on April 22, 2016, April 26, 2017, May 23, 2020 and February 7, 2024 and our Shareholders
in their meetings held on May 21, 2016, May 30, 2017, June 20, 2020 and February 9, 2024. Our Board has
authorised the ESOP Committee for the superintendence of the ESOP 2016 which shall be administered by
the JSW Cement Employees ESOP Trust in accordance with the SEBI SBEB Regulations. For further details,
see “Restated Consolidated Financial Information – Note 38 Other Notes: c) Employee Share Based Payment
Plans” on page 471.

As on the date of this Draft Red Herring Prospectus, 24,724,046 options have been granted by our Company
under the ESOP 2016. The details of the ESOP 2016 as certified by Shah Gupta & Co., Chartered
Accountants, having firm registration number 109574W, pursuant to their certificate dated August 16, 2024
are as follows:

From April
1, 2024 till the
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 date of this Draft
Red Herring
Prospectus
Total options outstanding (including vested 16,895,189 14,814,659 13,210,078 12,218,642
and unvested options) as at the beginning of
the period
Options granted during the year/period Nil Nil Nil Nil
No of employees to whom options are Nil Nil Nil Nil
granted
Vesting period Grant 1 Grant II Grant III
1st April, 2016 1st April, 2017 1st April, 2018
50% in 3 years i.e. 50% in 3 years i.e. from
from April 1, 2017 to April 1, 2018 to March
1 year i.e. from April 1, March 31, 2020 31, 2021
2016 to March 31,
50% in 4 years i.e. from
2017 50% in 4 years i.e.
April 1, 2018 to March
from April 1, 2017 to
31, 2022
March 31, 2021
Exercise price of options in ₹ (as on the date Exercise price on the date of grant
of grant of options) Sr no. Date of grant
(in ₹)
1. April 1, 2016 68.70
2. April 1, 2017 68.50
3. April 1, 2018 42.77

Options forfeited/ lapsed/ cancelled 687,428 Nil Nil Nil

124
 From April
1, 2024 till the
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 date of this Draft
Red Herring
Prospectus
Options encashed 1,393,102 1,604,581 991,436 207,803
Variation of terms of options NA
Money realized by exercise of options (in ₹) Nil Nil Nil Nil
Total number of options outstanding 14,814,659 13,210,078 12,218,642 12,010,839
Options exercised during the period/year Nil Nil Nil Nil
The total number of Equity Shares of face 14,814,659 13,210,078 12,218,642 12,010,839
value ₹ 10 each that would arise as a result of
full exercise of options granted (net of
forfeited/ lapsed/ cancelled options)
Diluted earnings per share pursuant to the 2.46 1.37 0.90 NA
issue of Equity Shares on exercise of options
in accordance with IND AS 33 ‘Earnings Per
Share’ (in ₹)
Where our Company has calculated the NA
employee compensation cost using the
intrinsic value of the stock options, the
difference, if any, between employee
compensation cost so computed and the
employee compensation calculated on the
basis of fair value of the stock options and the
impact of this difference, on the profits of our
Company and on the earnings per share of our
Company
Method of Valuation Black Scholes valuation model

Significant assumptions used to estimate the Date of grant

fair value of options granted during the year Particulars
April 1, 2016 April 1, 2017 April 1, 2018
including, weighted average information, Exercise price 68.70 68.50 42.77
namely, risk-free interest rate, expected life, (₹)
expected volatility, expected dividends, and
the price of the underlying share in the market Average 28.00% 28.00% 28.00%
at the time of grant of option Expected
volatility (%)
Dividend yield Nil Nil Nil
(%)
Average 10 years 9 years 8 years
Expected life
(Years)
Average Risk 5.00% 5.00% 5.00%
free interest rate
(%)
Impact on the profits and on the Earnings Per Not applicable because the Company had followed the accounting policies
Share of the last three years if the accounting specified in Regulation 15 of the SEBI SBEB Regulations i.e., as per the Indian
policies specified in the (Share Based Accounting Standard
Employee Benefits and Sweat Equity)
Regulations, 2021 had been followed, in
respect of options granted in the last three
years
Intention of key managerial personnel, senior No
management personnel and whole-time
directors who are holders of Equity Shares
allotted on exercise of options to sell their
shares within three months after the listing of
Equity Shares pursuant to the Issue
Intention to sell Equity Shares arising out of NA
the ESOP 2016 within three months after the
listing of Equity Shares by directors, senior
managerial personnel and employees having
Equity Shares arising out of the Scheme,
amounting to more than 1% of the issued

125
 From April
1, 2024 till the
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 date of this Draft
Red Herring
Prospectus
capital (excluding outstanding warrants and
conversions)
Note:

The details of the outstanding options granted to the Key Managerial Personnel and Senior Management Personnel as on the date of this
certificate is:

From April 1, 2024 till

the date of this Draft
Name of the Key Managerial Personnel Fiscal 2022 Fiscal 2023 Fiscal 2024
Red Herring
Prospectus
Nilesh Narwekar 226,707 226,707 226,707 226,707
Narinder Singh Kahlon 319,802 319,802 319,802 319,802
Sneha Bindra 28,249 28,249 28,249 28,249

From April 1, 2024 till

Name of the Senior Management the date of this Draft
Fiscal 2022 Fiscal 2023 Fiscal 2024
Personnel Red Herring
Prospectus
Barada Tripathy Nandan 128,318 128,318 128,318 128,318
Manoj Kumar Rustagi 135,945 135,945 135,945 135,945
Rajan Killikurussi Nil Nil Nil Nil

JSWCL Employee Stock Ownership Plan (ESOP), 2021 (“ESOP 2021”)

Pursuant to a resolution of our Board of Directors dated November 9, 2021, and Shareholders’ resolution dated
November 30, 2021, our Company had instituted an employee stock option plan, the ESOP 2021, which was
amended by our Company pursuant to the resolution passed by our Board of Directors in their meeting held
on February 7, 2024 and by our Shareholders in their meeting held on February 9, 2024. Our Board has
authorised the ESOP Committee for the superintendence of the ESOP 2021 which shall be administered by
the JSW Cement Employees ESOP Trust in accordance with the SEBI SBEB Regulations. For further details,
see “Restated Consolidated Financial Information – Note 38 Other Notes: c) Employee Share Based Payment
Plans” on page 471.

As on the date of this Draft Red Herring Prospectus, 23,132,291 options have been granted by our Company
under the ESOP 2021. The details of the ESOP 2021 as certified by Shah Gupta & Co., Chartered Accountants,
having firm registration number 109574W, pursuant to their certificate dated August 16, 2024 are as follows:

From April 1,
2024 till the date this
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024
Draft Red Herring
Prospectus
Total options outstanding Nil 5,190,391 10,098,328 16,109,148
(including vested and unvested
options) as at the beginning of the
period
Options granted during the 5,561,048 6,409,111 6,983,230 4,178,902
year/period
No of employees to whom options 973 1,055 1,090 1326
are granted
Vesting period Grant 1 Grant 3 Grant 4
Grant 2
December 1, February May 15, 2024
April 1, 2022
2021 23, 2024
25% in 12 25% in 12 25% in 12 25% in 12
months i.e. from months i.e. from months i.e. from months i.e. from
December 1, 2021 April 1, 2022 to February 23, May 15, 2024 to
to December 1, April 1, 2023 2024 to February May 15, 2025
2022 23, 2025

126
 From April 1,
2024 till the date this
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024
Draft Red Herring
Prospectus
25% in 16 25% in 24 25% in 13 25% in 23
months i.e. from months i.e. from months i.e. from months i.e. from
December 1, 2021 April 1, 2023 to February 23, May 15, 2024 to
to April 1, 2023 April 1, 2024 2024 to April 1, April 1, 2026
50% in 28 50% in 36 2025 50% in 35 months
months i.e. from months i.e. from 50% in 25 i.e. from May 15,
December 1, 2021 April 1, 2024 to months i.e. from 2024 to April 1,
to April 1, 2024 April 1, 2025 February 23, 2027
2024 to April 1,
2026
Exercise price of options in ₹ (as on Exercise price on the date of grant
Sr no. Date of grant
the date of grant of options) (in ₹)
1 December 1, 2021 10.00
2. April 1, 2022 10.00
3. February 23, 2024 63.00
4. May 15,2024 100.00
Options forfeited/ lapsed/ cancelled 370,657 1,327,686 328,121 366,138
Options Encashed Nil 173,488 644,289 137,892
Variation of terms of options NA
Money realized by exercise of Nil Nil Nil Nil
options (in ₹)
Total number of options 5,190,391 10,098,328 16,109,148 19,784,020
outstanding
Total options vested (excluding the Nil 1,111,508 3,317,855 6,518,443
options that have been exercised) of
face value ₹ 10
Options exercised during the Nil Nil Nil Nil
period/year
The total number of Equity Shares 5,190,391 10,098,328 16,109,148 19,784,020
of face value ₹ 10 each that would
arise as a result of full exercise of
options granted (net of forfeited/
lapsed/ cancelled options)
Employee wise details of options granted to:
(i) Key Managerial Personnel
a) Nilesh Narwekar (Whole-Time 249,590 240,283 271,193 159,924
Director and Chief Executive
Officer)
b) Narinder Singh Kahlon 254,954 293,842 333,381 196,598
(Director – Finance &
Commercial and Chief Financial
Officer)
c) Sneha Bindra (Company 10,370 13,004 15,214 7,790
Secretary)
(ii) Senior Management
Personnel
a) Kuppuswamy Swaminathan 193,768 239,018 254,083 149,833
(Chief Strategy Officer)
b) Barada Tripathy Nandan 109,900 102,502 117,272 69,155
(Senior Vice President –
Human Resources)
c) Manoj Kumar Rustagi (Chief 103,340 99,487 109,793 64,710
Sustainability Officer)
d) Rajan Killikurussi (Head of Nil Nil 65,609 65,609
Projects)
(ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during
the year/ period
NA
(iii) Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital

127
 From April 1,
2024 till the date this
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024
Draft Red Herring
Prospectus
(excluding outstanding warrants and conversions) of our Company at the time of grant
NA
Diluted earnings per share pursuant 2.46 1.37 0.90 NA
to the issue of Equity Shares on
exercise of options in accordance
with IND AS 33 ‘Earnings Per
Share’ (in ₹)
Where our Company has calculated NA
the employee compensation cost
using the intrinsic value of the stock
options, the difference, if any,
between employee compensation
cost so computed and the employee
compensation calculated on the
basis of fair value of the stock
options and the impact of this
difference, on the profits of our
Company and on the earnings per
share of our Company
Method of Valuation Black Scholes valuation model
Significant assumptions used to Date of grant
estimate the fair value of options Particulars December 1, April 1, February 23,
granted during the year including, May 15, 2024
2021 2022 2024
weighted average information,
Exercise price 10.00 10.00 63.00 100.00
namely, risk-free interest rate,
(₹)
expected life, expected volatility,
expected dividends, and the price of Average 35.00% 31.91% 32.43% 28.79%
the underlying share in the market Expected
at the time of grant of option volatility (%)
Dividend yield Nil Nil Nil Nil
(%)
Average 5 years 5 years 5 years 5 years
Expected life
(Years)
Average Risk 5.00% 5.66% 7.18% 7.20%
free interest
rate (%)
Impact on the profits and on the Not applicable because the Company had followed the accounting policies specified in
Earnings Per Share of the last three Regulation 15 of the SEBI SBEB Regulations i.e., as per the Indian Accounting Standard
years if the accounting policies
specified in the (Share Based
Employee Benefits and Sweat
Equity) Regulations, 2021 had been
followed, in respect of options
granted in the last three years
Intention of key managerial No
personnel, senior management
personnel and whole-time directors
who are holders of Equity Shares
allotted on exercise of options to
sell their shares within three months
after the listing of Equity Shares
pursuant to the Issue
Intention to sell Equity Shares NA
arising out of the ESOP 2016 within
three months after the listing of
Equity Shares by directors, senior
managerial personnel and
employees having Equity Shares
arising out of the Scheme,
amounting to more than 1% of the
issued capital (excluding

128
 From April 1,
2024 till the date this
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024
Draft Red Herring
Prospectus
outstanding warrants and
conversions)
Note:

The details of the outstanding options granted to the Key Managerial Personnel and Senior Management Personnel as on the date of
this certificate is:

From April 1, 2024

Name of the Key Managerial till the date of this
Fiscal 2022 Fiscal 2023 Fiscal 2024
Personnel Draft Red Herring
Prospectus
Nilesh Narwekar 249,590 489,873 761,066 920,990
Narinder Singh Kahlon 254,954 548,796 882,177 1,078,775
Sneha Bindra 10,370 23,374 38,588 46,378

From April 1, 2024

Name of the Senior Management till the date of this
Fiscal 2022 Fiscal 2023 Fiscal 2024
Personnel Draft Red Herring
Prospectus
Kuppuswamy Swaminathan 193,768 432,786 686,869 836,702
Barada Tripathy Nandan 109,900 212,402 329,674 398,829
Manoj Kumar Rustagi 103,340 202,827 312,560 377,270
Rajan Killikurussi Nil Nil 65,609 131,218

The options under the ESOP Plans have been granted to the employees only.

The options granted under the ESOP Plans are in compliance with the Companies Act, 2013.

The ESOP Plans are in compliance with the SEBI SBEB Regulations and have been certified by the Practising
Company Secretary, having the membership number 3076, pursuant to its certificate dated August 16, 2024.

10. Details of shareholding of our Promoters and members of our Promoter Group in our Company
(a) Set forth in the table below along with details of the Equity Shares held by our Promoters and our
members of our Promoter Group:
Pre-Offer equity share capital Post-Offer equity share capital*
Number of Number of
Sr.
Name of the Shareholder Equity Shares of % of total Equity Shares of % of total
No.
face value of ₹10 shareholding face value of ₹10 shareholding
each** each
Promoters
1. Adarsh Advisory Services [•] [•]
88,25,80,780# 86.62%
Private Limited
2. Parth Jindal 36,00,000 0.35% [•] [•]
3. Sajjan Jindal 3,00,000 0.03% [•] [•]
4. Sangita Jindal 3,00,000 0.03% [•] [•]
5. Sajjan Jindal Family Trust - - - -
Total 88,67,80,780 87.04% [•] [•]
Promoter Group
6. Siddeshwari Tradex Private [•] [•]
4,66,42,340 4.58%
Limited
7. Virtuous Tradecorp Private [•] [•]
2,65,90,226 2.61%
Limited
8. JSL Limited 2,00,52,114 1.97% [•] [•]
9. Anushree Parth Jindal 12,00,000 0.12% [•] [•]
10. Nunu Uday Jasani 8,00,000 0.08% [•] [•]

129
 Pre-Offer equity share capital Post-Offer equity share capital*
Number of Number of
Sr.
Name of the Shareholder Equity Shares of % of total Equity Shares of % of total
No.
face value of ₹10 shareholding face value of ₹10 shareholding
each** each
11. Uday Jasani 2,00,000 0.02% [•] [•]
12. Saket Kanoria 7,50,000 0.07% [•] [•]
13. Urmila Kanoria 7,50,000 0.07% [•] [•]
14. Tanvi Shete 7,50,000 0.07% [•] [•]
15. Tarini Jindal Handa 7,50,000 0.07% [•] [•]
16. Saroj Bhartia 2,17,354 0.02% [•] [•]
17. Sarika Jhunjhnuwala 2,17,354 0.02% [•] [•]
18. Nirmala Goel 2,17,354 0.02% [•] [•]
19. Urmila Bhuwalka 2,17,354 0.02% [•] [•]
Total 98,61,34,876 96.79% [•] [•]
* Subject to finalisation of Basis of Allotment.
** Equity Share Capital includes 32,506,692 Equity Shares issued to JSW Cement Employees ESOP Trust under the ESOP Plans,
but excludes Equity Shares to be issued pursuant to conversion of 160,000,000 outstanding CCPS which will be converted into
maximum 245,290,000 Equity Shares prior to filing of the Red Herring Prospectus with RoC.
#
Including the 10 shares held by each of the nominees of Adarsh Advisory Services Private Limited, namely, Everbest Consultancy
Services Private Limited, Reynold Traders Private Limited, Magnificient Merchandise and Advisory Services Private Limited, JSW
Investments Private Limited and Vinamra Consultancy Private Limited.

(b) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red
Herring Prospectus.

(c) As on the date of this Draft Red Herring Prospectus, neither our Promoters nor members of the Promoter
Group hold any preference shares.

(d) Build-up of our Promoters’ shareholding in our Company

The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth
in the table below:

Percentage
Face
Offer price/ Percentage of the post-
Number of value
Date of allotment/ transfer of the pre- Offer
Nature of Equity Shares of per Nature of
transfer/acquisition price per Offer equity equity
transaction face value of ₹10 equity consideration
of Equity Shares equity share share capital share
each share
(₹) (%) capital
(₹)
(%)**
Adarsh Advisory Services Private Limited
January 23, 2017 Transfer from 281,677,020 10 11.50 Cash 27.65% [•]
JSW
Investments
Private
Limited
January 23, 2017 Transfer from 75,550,000 10 11.50 Cash 7.42% [•]
JSW Logistics
Infrastructure
Private
Limited
December 7, 2017 Allotment 535,840,530 10 10 Cash 52.59% [•]
June 16, 2021 Transfer to (10) 10 10 NA [•]
Everbest
Consultancy
Negligible
Services
Private
Limited*
June 16, 2021 Transfer to (10) 10 10 NA [•]
JSW
Investments Negligible
Private
Limited *
June 16, 2021 Transfer to (10) 10 10 NA Negligible [•]

130
 Percentage
Face
Offer price/ Percentage of the post-
Number of value
Date of allotment/ transfer of the pre- Offer
Nature of Equity Shares of per Nature of
transfer/acquisition price per Offer equity equity
transaction face value of ₹10 equity consideration
of Equity Shares equity share share capital share
each share
(₹) (%) capital
(₹)
(%)**
Reynold
Traders
Private
Limited *
June 16, 2021 Transfer to (10) 10 10 NA [•]
Magnificient
Merchandise
& Advisory Negligible
Services
Private
Limited *
June 16, 2021 Transfer to (10) 10 10 NA [•]
Vinamra
Consultancy Negligible
Private
Limited *
March 12, 2024 Transfer to (300,000) 10 34 Cash (0.03)% [•]
Sajjan Jindal
March 12, 2024 Transfer to (3,600,000) 10 34 Cash (0.35)% [•]
Parth Jindal
March 12, 2024 Transfer to (300,000) 10 34 Cash (0.03)% [•]
Sangita Jindal
March 12, 2024 Transfer to (1,200,000) 10 34 Cash (0.12)% [•]
Anushree
Jindal
March 12, 2024 Transfer to (750,000) 10 34 Cash (0.07)% [•]
Tanvi Shete
March 12, 2024 Transfer to (750,000) 10 34 Cash (0.07)% [•]
Tarini Jindal
Handa
March 22, 2024 Transfer to (1,000,000) 10 34 Cash (0.10)% [•]
Nunu Uday
Jasani
March 22, 2024 Transfer to (750,000) 10 34 Cash (0.07)% [•]
Saket Kanoria
March 22, 2024 Transfer to (750,000) 10 34 Cash (0.07)% [•]
Urmila
Kanoria
July 26, 2024 Transfer to (217,354) 10 37.75 Cash [•]
(0.02)%
Saroj Bhartia
July 26, 2024 Transfer to (217,354) 10 37.75 Cash [•]
(0.02)%
Asha Khaitan
July 26, 2024 Transfer to (217,354) 10 37.75 Cash [•]
Sarika (0.02)%
Jhunjhunwala
July 26, 2024 Transfer to (217,354) 10 37.75 Cash [•]
(0.02)%
Nirmala Goel
July 26, 2024 Transfer to (217,354) 10 37.75 Cash [•]
Urmila (0.02)%
Bhuwalka
Total 882,580,730*** 86.62% [•]
Sajjan Jindal
March 12, 2024 Transfer from 300,000 10 34 Cash 0.03% [•]
Adarsh
Advisory
Services
Private
Limited
Total 300,000 0.03%

131
 Percentage
Face
Offer price/ Percentage of the post-
Number of value
Date of allotment/ transfer of the pre- Offer
Nature of Equity Shares of per Nature of
transfer/acquisition price per Offer equity equity
transaction face value of ₹10 equity consideration
of Equity Shares equity share share capital share
each share
(₹) (%) capital
(₹)
(%)**
Parth Jindal
March 12, 2024 Transfer from 3,600,000 10 34 Cash 0.35% [•]
Adarsh
Advisory
Services
Private
Limited
Total 3,600,000 0.35%
Sangita Jindal
March 12, 2024 Transfer from 300,000 10 34 Cash 0.02% [•]
Adarsh
Advisory
Services
Private
Limited
Total 300,000 0.02%
Total shares held by our 886,780,730*** 87.04% [•]
Promoters
*Nominees of Adarsh Advisory Services Private Limited.
** Subject to finalisation of Basis of Allotment.
*** Excludes the 10 Equity Shares of face value of ₹10 each held by each of Everbest Consultancy Services Private Limited, JSW Investments
Private Limited, Reynold Traders Private Limited, Magnificient Merchandise and Advisory Services Private Limited and Vinamra
Consultancy Private Limited, respectively, as nominees of Adarsh Advisory Services Private Limited.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of
such Equity Shares.

(e) Except as disclosed in “-Build-up of our Promoters’ shareholding in our Company”, “-Secondary
Transactions involving the Promoters, Promoter Group and the Selling Shareholders” above on pages
130 and 114, and the transfer of 200,000 equity shares from Nunu Jasani to Uday Jasani on May 24,
2024, none of the members of our Promoter Group, our Promoters and/or our Directors and their relatives
have purchased or sold any securities of our Company during the period of six months immediately
preceding the date of this Draft Red Herring Prospectus.

(f) There have been no financing arrangements whereby our Promoters, members of our Promoter Group,
our Directors and their relatives have financed the purchase by any other person of securities of our
Company (other than in the normal course of the business of the relevant financing entity) during a period
of six months immediately preceding the date of this Draft Red Herring Prospectus.

11. Except as disclosed below, there have been no Equity Shares acquired by our Promoters, members of our
Promoter Group, Shareholders entitled to the right to nominate directors or any other rights, as applicable,
in the six months preceding the date of this Draft Red Herring Prospectus:

Date of acquisition Number of Equity

Acquisition price
of the Equity Shares of face
Sr. no. Name of acquirer/Shareholder per Equity Share
Shares of face value value of ₹10 each
(₹)
of ₹10 each acquired
Promoter
1. Sajjan Jindal March 12, 2024 300,000 34
2. Parth Jindal March 12, 2024 3,600,000 34
4. Sangita Jindal March 12, 2024 300,000 34
Promoter Group
5. Anushree Jindal March 12, 2024 1,200,000 34
6. Tanvi Shete March 12, 2024 750,000 34
7. Tarini Jindal Handa March 12, 2024 750,000 34
8. Nunu Uday Jasani* March 22, 2024 1,000,000 34

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 Date of acquisition Number of Equity
Acquisition price
of the Equity Shares of face
Sr. no. Name of acquirer/Shareholder per Equity Share
Shares of face value value of ₹10 each
(₹)
of ₹10 each acquired
9. Uday Jasani May 24, 2024 200,000 34
10. Saket Kanoria March 22, 2024 750,000 34
11. Urmila Kanoria March 22, 2024 750,000 34
12. Saroj Bhartia July 26, 2024 217,354 37.75
13. Sarika Jhunjhnuwala July 26, 2024 217,354 37.75
14. Nirmala Goel July 26, 2024 217,354 37.75
15. Urmila Bhuwalka July 26, 2024 217,354 37.75
16. Uday Jasani August 13, 2024 100,000 40.00
* Nunu Jasani transferred 200,000 Equity Shares to Uday Jasani on May 24, 2024 and has 800,000 Equity Shares as on the date of
this Draft Red Herring Prospectus.

12. Details of Promoters’ contribution and lock-in for three years

(a) Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer equity share capital of our Company held by our Promoters shall be considered as minimum
promoters’ contribution and, pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-
in for a period of three years from the date of Allotment, as the majority of the Gross Proceeds are
proposed to be utilized for capital expenditure (“Promoters’ Contribution”). Our Promoter’s
shareholding in excess of 20% of the fully diluted post-Offer equity share capital of our Company shall
be locked in for a period of one year from the date of Allotment.

(b) Details of the Equity Shares to be locked-in for three years from the date of Allotment as Promoters’
Contribution are set forth in the table below:

Number
Number of Equity Date up to
Date of Offer/ Percentage
of Equity Face Shares of which the
Name of allotment acquisition of the post-
Nature of Shares of value per face value Equity
our of the price per Offer paid-
transaction face value Equity of ₹10 Shares are
Promoters Equity Equity up capital
of ₹10 Share (₹) each subject to
Shares Share (₹) (%)
each locked- lock-in
in*
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●]
Note: To be updated at the Prospectus stage.
* Subject to finalisation of Basis of Allotment.

(c) Our Promoters have given consent to include such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Offer equity share capital of our Company as Promoters’
Contribution. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in
any manner, the Promoters’ Contribution from the date of filing this Draft Red Herring Prospectus, until
the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR
Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.

(d) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations.
In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired in the
three immediately preceding years (a) for consideration other than cash involving revaluation of
assets or capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares out
of revaluation reserves or unrealised profits of our Company or from a bonus issuance of Equity
Shares against Equity Shares, which are otherwise ineligible for computation of Promoters’
Contribution;

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 (ii) The Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to
the public in the Offer;

(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company and hence, no Equity Shares have been issued in the one year
immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a
partnership firm; and

(iv) These do not and shall not consist of Equity Shares held by our Promoters that are subject to any
pledge or any other form of encumbrance.

13. Details of other Equity Shares locked- in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, except for:

1. the Promoters’ Contribution and any Equity Shares held by our Promoters in excess of Promoters’
Contribution, which shall be locked in accordance with Regulation 16 of the SEBI ICDR Regulations as
detailed above; and

2. the Equity Shares transferred to the JSW Cement Employees ESOP Trust under the ESOP 2016 and the
ESOP 2021 which will be issued to the employees on exercise of options held by such employees
(whether current employees or not and including the legal heirs or nominees of any deceased employees
or ex-employees);

the entire pre-Offer Equity Share capital of our Company shall, unless otherwise permitted under the SEBI
ICDR Regulations, be locked in for a period of six months from the date of Allotment in the Offer. In terms
of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund or alternative
investment fund of category I or category II or a foreign venture capital investor shall not be locked-in for a
period of six months from the date of Allotment, provided that such Equity Shares shall be locked in for a
period of at least six months from the date of purchase by such shareholders.

14. Lock-in of Equity Shares allotted to Anchor Investors

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the
following manner: There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to the Anchor
Investors from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares
Allotted to the Anchor Investors from the date of Allotment.

15. Recording on non-transferability of Equity Shares locked-in

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.

16. Other requirements in respect of lock-in

Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, as mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank,
a public financial institution, Systemically Important Non-Banking Financial Company or a deposit accepting
housing finance company, subject to the following:

(a) With respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan.

(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for three years from the date of
Allotment, the loan must have been granted to our Company for the purpose of financing one or more
of the objects of the Offer, which is not applicable in the context of this Offer.

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 However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and
the relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has
expired in terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, may be transferred to any member of our Promoter Group or a new promoter, subject to continuation of
lock-in applicable with the transferee for the remaining period and compliance with provisions of the
Takeover Regulations.

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other than
our Promoters prior to the Offer and locked-in for a period of six months, may be transferred to any other
person holding Equity Shares which are locked in along with the Equity Shares proposed to be transferred,
subject to the continuation of the lock in with the transferee and compliance with the provisions of the
Takeover Regulations.

17. Our Company, the Promoters, the Directors and the BRLMs have no existing buyback arrangements and or
any other similar arrangements for the purchase of Equity Shares being offered through the Offer.

18. Except for Parth Jindal, the Managing Director, who holds 3,600,000 Equity Shares of face value of ₹10
each, none of the Directors, Key Managerial Personnel or Senior Management Personnel, hold any Equity
Shares in our Company.

19. There are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. Equity Shares
to be issued pursuant to the Offer shall be fully paid-up at the time of Allotment.

20. Except for State Bank of India* (an associate of SBICAPS, within the meaning of ‘associates’ under the SEBI
Merchant Bankers Regulations), which holds 10,000,000 CCPS as on the date of this Draft Red Herring
Prospectus, none of the BRLMs or their respective associates hold any Shares as on the date of this Draft Red
Herring Prospectus.
*State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State Bank of India and SBI Capital Markets
Limited (the “SBICAPS”), are associates in terms of the SEBI Merchant Bankers Regulations. Accordingly, in compliance with the
proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS
would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence certificate. For further details, see “Risk
Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is an associate of State Bank of India who
is proposing to participate as a Selling Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a
director on the board of directors of Axis Capital Limited, one of the Book Running Lead Managers to the to the Offer.” on page 61.

21. Except for State Bank of India* (an associate of SBICAPS, within the meaning of ‘associates’ under the SEBI
Merchant Bankers Regulations), which holds 10,000,000 CCPS, as on the date of this Draft Red Herring
Prospectus, none of our shareholders, are directly or indirectly related to any of the Book Running Lead
Managers or their associates (as defined in the SEBI Merchant Bankers Regulations).

*State Bank of India is proposing to participate as a Selling Shareholder in the Offer. State Bank of India and SBI Capital Markets
Limited (the “SBICAPS”), are associates in terms of the SEBI Merchant Bankers Regulations. Accordingly, in compliance with the
proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAPS
would be involved only in the marketing of the Offer. SBICAPS has signed the due diligence certificate. For further details, see “Risk
Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers to the Offer, is an associate of State Bank of India who
is proposing to participate as a Selling Shareholder in the Offer. Additionally, our Independent Director, Sutapa Banerjee is also a
director on the board of directors of Axis Capital Limited, one of the Book Running Lead Managers to the to the Offer.” on page 61.

22. None of the Promoters or members of our Promoter Group will participate in the Offer nor receive any
proceeds from the Offer.

23. Except for the issuance of Equity Shares pursuant to (i) the Pre-IPO Placement; (ii) conversion of the CCPS;
and (iii) the Offer, there will be no further issue of Equity Shares whether by way of issue of bonus shares,
preferential allotment, rights issue or in any other manner during the period commencing from filing of this
Draft Red Herring Prospectus with SEBI until the Equity Shares are listed on the Stock Exchanges or all
application monies have been refunded, as the case may be.

24. The BRLMs and any associates of the BRLMs (except for Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or
AIFs which are sponsored by entities that are associates of the BRLMs or FPIs (other than individuals,

135
 corporate bodies and family offices) which are associates of the BRLMs or pension funds sponsored by
entities which are associate of the BRLMs) shall not apply in the Offer under the Anchor Investor Portion.
Further, no person related to our Promoter or members of our Promoter Group shall apply in the Offer under
the Anchor Investor Portion.

25. No person connected with the Offer, including, but not limited to, the BRLMs, the members of the Syndicate,
our Company, our Directors, our Promoters, members of our Promoter Group or Group Company, shall offer
or make payment of any incentive, whether direct or indirect, in the nature of discount, commission and
allowance, except for fees or commission for services rendered in relation to the Offer, in any manner,
whether in cash or kind or services or otherwise, to any Bidder for making a Bid.

26. All the allottees under the ESOP Plans are employees and all grants of options under the ESOP Plans, in the
past or in the future, are/shall be in compliance with the Companies Act .

27. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

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 SECTION IV - PARTICULARS OF THE OFFER

OBJECTS OF THE OFFER

The Offer comprises a Fresh Issue of up to [●] Equity Shares, aggregating up to ₹ 20,000.00 million by our
Company and an Offer for Sale of up to [●] Equity Shares aggregating up to ₹ 20,000.00 million by the Selling
Shareholders. For details, see “Summary of the Offer Document” and “The Offer” on pages 26 and 88,
respectively.

Offer for Sale

Each of the Selling Shareholders shall be entitled to its portion of the proceeds of the Offer for Sale, after deducting
its portion of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds
from the Offer for Sale, and accordingly, the proceeds from the Offer for Sale will not form a part of the Net
Proceeds.

Fresh Issue

The details of the proceeds from the Fresh Issue are provided in the following table:

Particulars Estimated amount (₹ in million)

Gross proceeds from the Fresh Issue*^ 20,000.00
(Less) Offer related expenses to be borne by our Company#^ [●]
Net Proceeds from the Fresh Issue#^ [●]
*
Subject to full subscription of the Fresh Issue component
#
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC
^ Our Company, in consultation with the Book Running Lead Managers, may consider a Pre-IPO Placement, as may be permitted under
applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at
a price to be decided by our Company, in consultation with the Book Running Lead Managers. If the Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR.
The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on
the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken)
shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.

Requirements of funds and utilization of Net Proceeds

The Net Proceeds of the Fresh Issue are proposed to be utilised in the following manner:

1. Part financing the cost of establishing a new integrated cement unit at Nagaur, Rajasthan;

2. Prepayment or repayment, in full or in part, of all or a portion of certain outstanding borrowings availed by
our Company; and

3. General corporate purposes.

(collectively, referred to herein as “Objects”)

In addition to the aforementioned Objects, our Company will receive the benefits of listing of its Equity Shares
on the Stock Exchanges including enhancement of our Company’s brand name and creating a public market for
our Equity Shares in India.

The main objects and the objects incidental and ancillary to the main objects of our MoA enables our Company
(i) to undertake our existing business activities; (ii) to undertake activities for which funds are being raised by us
through the Fresh Issue; and (iii) to undertake the activities for which loans were raised and which are proposed
to be prepaid or repaid from the Net Proceeds and the activities for which funds are earmarked towards general
corporate purposes.

Utilization of Net Proceeds

The Net Proceeds are proposed to be utilised in the following manner:

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 Sr. Estimated Amount*^
Particulars
No. (₹ in million)
1. Part financing the cost of establishing a new integrated cement unit at 8,000.00
Nagaur, Rajasthan
2. Prepayment or repayment, in full or in part, of all or a portion of certain 7,200.00
outstanding borrowings availed by our Company
4. General Corporate Purposes [●]
Total* [●]
*To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC
^ This includes the proceeds, if any, received pursuant to the Pre-IPO Placement. Details of the Pre-IPO Placement, if undertaken, will be
reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR, as amended and shall be included in the Red Herring
Prospectus. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. Prior to the completion of the Offer, our
Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity
Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.

Proposed schedule of implementation, and deployment of Net Proceeds

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:

(₹ in million)
Amount Estimated deployment of Net
Balance Amount to be
Total deployed Proceeds in
funded
Particulars estimated cost as of June
(1) 30, 2024 Fiscal Fiscal Fiscal
Debt Net
2025 2026 2027
Proceeds
Part financing the cost of 26,972.50(3)(4) 2,878.57 (5) 16,093.93 8,000.00 1,000.00 6,000.00 1,000.0
establishing a new 0
integrated cement unit at
Nagaur, Rajasthan
Prepayment or 7,200.00 - - 7,200.00 7,200.00 - -
repayment, in full or in
part, of all or a portion of
certain outstanding
borrowings availed by
our Company
General corporate [●] - - [●] [●] [●] [●]
purposes (2) -
Net Proceeds (2)(3) [●] [●] [●] [●] [●] [●] [●]
(1) Applicable taxes, to the extent required, have been included in the estimated cost.
(2) To be finalised upon determination of Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for
general corporate purposes shall not exceed 25% of the Gross Proceeds.
(3) Our Company, in consultation with the Book Running Lead Managers, may consider a Pre-IPO Placement, as may be permitted under
applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the Book Running Lead Managers. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with
Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the
completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment
pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be
successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such
intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red
Herring Prospectus and the Prospectus.
(4) Total estimated cost as per report dated August 14, 2024 from Holtec Consulting Private Limited
(5) As per the Report on Factual Findings in Connection with the Agreed-Upon Procedures related to the Statement of Source of Funds
and Deployment of Funds as at June 30, 2024, as a part of Objects of the Offer, issued by our Statutory Auditors, Deloitte Haskins &
Sells LLP, Chartered Accountants dated August 16, 2024.

The funding requirements and deployment of the Net Proceeds as described herein are based on of various factors,
such as report dated August 14, 2024 from Holtec Consulting Private Limited, our current business plan,
management estimates, current circumstances of our business, purchase orders issued to the vendors, valid
quotations and letter of intent received from third parties, certificates from independent project consultants, other
commercial and technical factors. However, such fund requirements and deployment of funds have not been
appraised by any bank or financial institution. See “Risk Factors- Our funding requirements and proposed
deployment of the Net Proceeds have not been appraised by any bank or financial institution and may be subject
to change based on various factors, some of which are beyond our control.” on page 75. We may have to revise
our funding requirements and deployment of the Net Proceeds from time to time on account of various factors,

138
such as financial and market conditions, business and strategy, competitive environment and interest or exchange
rate fluctuations, increase in input costs of construction materials and labour costs, logistics and transport costs
incremental preoperative expenses, taxes and duties, interest and finance charges, engineering procurement and
construction costs, working capital margin, regulatory costs, environmental factors and other external factors,
which may not be within the control of our management.

Subject to applicable law, in case of a shortfall in raising requisite capital from the Net Proceeds or an increase in
the total estimated cost of the Objects, business considerations may require us to explore a range of options
including utilising our internal accruals and seeking additional debt from existing and future lenders. We believe
that such alternate arrangements would be available to fund any such shortfalls. Further, in case of variations in
the actual utilisation of funds earmarked for the purposes set forth above, increased fund requirements for a
particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which
funds are being raised in the Offer. In the event that the estimated utilisation of the Net Proceeds in a scheduled
Financial Year is not completely met, due to the reasons stated above, the same shall be utilised in the next Fiscal
Year, as may be determined by our Company in accordance with applicable laws. If the actual utilisation towards
any of the Objects is lower than the proposed deployment, such balance will be used towards general corporate
purposes, to the extent that the total amount to be utilised towards general corporate purposes is within the
permissible limits in accordance with the SEBI ICDR Regulations.

Means of finance

Part financing the cost of establishing a new integrated cement unit at Nagaur, Rajasthan

Out of the total estimated cost of ₹26,972.50 million for the Nagaur Project, ₹ 2,878.57 million* has already been
deployed as of June 30, 2024. The balance amount of ₹ 24,093.93 million of the total estimated cost is estimated
to be funded from Net Proceeds and Project Loan as set forth below:

Particulars Amount (in ₹ million)

From Net Proceeds 8,000.00
From Project Loan 16,093.93
Total 24,093.93
*As per the Report on Factual Findings in Connection with the Agreed-Upon Procedures related to the Statement of Source of Funds and
Deployment of Funds as at June 30, 2024, as a part of Objects of the Offer, issued by our Statutory Auditors, Deloitte Haskins & Sells LLP,
Chartered Accountants dated August 16, 2024.

In accordance with Regulation 7(1)(e) of the SEBI ICDR Regulations, we have made firm arrangements through
verifiable means towards the entire portion of estimated cost of the Nagaur Project excluding the portion of the
estimated cost to be funded from Net Proceeds. Our Company has entered into a common rupee loan agreement
for financing the Nagaur Project (excluding the portion to be funded from Net Proceeds) with Axis Bank Limited
and Union Bank of India dated June 13, 2024, for availing a loan of an amount aggregating up to ₹ 21,190.00
million (“Project Loan”).

The brief details of Project Loan are set forth below:

Nature of Amount Rate of Repayment Prepayment

Name of the Lenders borrowing Sanctioned Interest Date/ conditions/ Purpose
(% p.a.) schedule penalty
Axis Bank Limited and Common ₹ 21,190.00 9.10% To be repaid Prepayment For part
Union Bank of India Rupee Loan million in 36 premium will financing of
structured not be the Nagaur
quarterly applicable if Project
installments the
prepayment is
made out of
initial public
offering
proceeds by
giving prior
written notice
of 30 days.

139
Prepayment or repayment, in full or in part, of all or a portion of certain outstanding borrowings availed by
our Company

The fund requirements towards the prepayment or repayment, in full or in part, of certain outstanding borrowings
availed by our Company are proposed to be entirely funded from the Net Proceeds. Accordingly, our Company
confirms that there is no requirement to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the
amount to be raised from the Fresh Issue and internal accruals as required under the SEBI ICDR Regulations.

Details of objects of the Offer to be funded from Fresh Issue proceeds

1. Part financing the cost of establishing a new integrated cement unit at Nagaur, Rajasthan

We propose to set up a greenfield integrated cement unit at Nagaur, Rajasthan (“Nagaur Project”) consisting
of clinker capacity of 3.30 MTPA along with grinding capacity of 2.50 MTPA. Our Board has adopted a
resolution dated August 12, 2024 for approving proposed utilization of funds including part financing the cost
of establishing the Nagaur Project from Fresh Issue proceeds. The Nagaur Project shall utilize limestone to
manufacture clinker which shall further be milled to produce ordinary portland cement (“OPC”) and portland
pozzolana cement (“PPC”). As per Nagaur Project Report, the proposed location for the Nagaur project
provides the advantages of proximity to limestone deposit, as well as availability of sufficient flat land and
proximity to NH-58.

We have acquired land at Nagaur, Rajasthan admeasuring approximately 372.84 acres for setting up the
Nagaur Project. The land on which we propose to establish the Nagaur Project: (a) is owned by our Company
and is registered in its name and (b) our Company has received all approvals in relation to use of the land for
the Nagaur Project. However, there are certain approvals that our Company requires at various stages in order
to complete different components of the Nagaur Project.

The Nagaur Project may utilize captive limestone to manufacture clinker. Our Company has executed one
mining lease and have received letters of intent with respect to three mines at Nagaur:

Residual
District / Mining Lease Mining Lease reserves as of
Stage Mine Type of mine
State execution date expiry date March 31, 2024
(in MMT)
Mining
Nagaur,
lease 3B2 April 12, 2023 April 12, 2073 164.71 Merchant
Rajasthan
stage

Letter of Intent
Residual
validity period
District / Letter of reserves as of
Stage Mine (in years unless Type of mine
State Intent date March 31, 2024
otherwise
(in MMT)
indicated)
Nagaur,
3D1 June 30, 2023 Three 158.03 Merchant
Letter Rajasthan
of Nagaur, November 15,
3C1 Three 168.46 Merchant
Intent Rajasthan 2022
stage Nagaur, November 15,
3C2 Three 129.65 Merchant
Rajasthan 2022

The mining plan for all the above four limestones mines have been approved by Indian Bureau of Mines.
Further, the Rajasthan Government has granted and executed, a mining lease for 3B2, for over 1,161.37
acre of land for mining operations on April 12, 2023, for 50 years. The said mining lease comprises 470.04
acre of government land and 691.33 acre of private land. Out of the government land parcel, 468.62 acres
have been mutated in our Company’s name and 252.37 acre of private land has been purchased by our
Company. According to the Nagaur Project Report, the Company has recently carried out G1 & G2 category
exploration in 3B2 mining block, whereby 28.19 MMT of limestone reserves have been estimated within the
land in possession of the Company which equates to a life of approximately 9.26 years (considering the
stabilization period of the operations post commencement). The Company is in the process of acquiring the
remaining land parcel, wherein 73.85 MMT of limestone reserves have been estimated which equates to a
life of approximately 18.82 years. Further, based on the G1 & G2 category exploration carried out, the mining

140
plan for the 3B2 block is under revision based on the G1 & G2 category exploration carried out to increase
production to 4.70 MMTPA and subsequently the environmental clearance for exploitation, production and
utilization will also be modified from 3.80 MMTPA to 4.70 MMTPA.

In addition, we may also purchase the required limestone from third parties in the area, as may be
commercially viable to our Company.

The fund requirements for the Nagaur Project are based on the report dated August 14, 2024 issued by Holtec
Consulting Private Limited (“Nagaur Project Report”).

Schedule of implementation

The expected schedule of implementation of the Nagaur Project is set forth below:

Expected date of Expected date

Particulars
commencement of completion
Civil work, plant and machinery & other fixed assets, pre-operative
July 2024 July 2026
expenses
Engineering & knowhow March 2024 July 2026
Note: The schedule of implementation for Nagaur Project is based on the Nagaur Project Report.

Total estimated cost of the Nagaur Project

The total estimated cost for the Nagaur Project is ₹26,972.50 million, as estimated by Holtec Consulting
Private Limited, pursuant to its report dated 14, 2024 (“Nagaur Project Report”). Out of this estimated cost,
₹2,878.57 million has already been deployed as of June 30, 2024, as per the Report on Factual Findings in
Connection with the Agreed-Upon Procedures related to the Statement of Source of Funds and Deployment
of Funds as at June 30, 2024, as a part of Objects of the Offer, issued by our Statutory Auditors, Deloitte
Haskins & Sells LLP, Chartered Accountants dated August 16, 2024. Of the balance amount to be deployed
of ₹24,093.93 million, ₹8,000 million shall be funded from the Net Proceeds and the balance through Project
Loan.

The total estimated cost of the Nagaur Project, is set forth below:

Total Estimate Amount

estimated d GST Amount to be Amount
cost deploye Balance utilized proposed
Total
(Exclusiv d as of amount from to be
S estimated
e of June to be Net funded
N Particulars cost
GST)(1) 30, 2024 funded Proceed from
o (Inclusive
(in ₹ (in ₹ s Project
of GST)
million) million) (in ₹ Loan (in ₹
(3) million) million)
(4)

1 Land 1,691.43 - 1,691.43(1) 1,691.43 - - -

Civil and Structural 195.18 6,425.17 2,000.00 4,425.17
2 5,610.47 1,009.88 6,620.35(2)
Work
3 Plant and Machinery 9,047.12 1,628.48 10,675.61(2) 641.08 10,034.53 4,000.00 6,034.53
4 Other Fixed Assets 4,244.08 763.93 5,008.01(2) 71.11 4,936.90 2,000.00 2,936.90
Preoperative 171.04 630.18 - 630.18
5 679.00 122.22 801.22(2)
Expenses
Engineering & 94.06 67.42 - 67.42
6 136.85 24.63 161.48(2)
Knowhow
Corporate 14.67 715.33 - 715.33
7 Environment 730.00 - 730.00(1)
Responsibility
8 Contingency - - 1,284.40 - 1,284.40 - 1,284.40
Total 22,138.95 3,549.15 26,972.50 2,878.57 24,093.93 8,000.00 16,093.93
(1) Amounts are exclusive of GST
(2) Amounts are inclusive of GST

141
 (3) As per the Report on Factual Findings in Connection with the Agreed-Upon Procedures related to the Statement of Source of Funds
and Deployment of Funds as at June 30, 2024, as a part of Objects of the Offer, issued by our Statutory Auditors, Deloitte Haskins &
Sells LLP, Chartered Accountants dated August 16, 2024.
(4)The amount to be utilized from the Net Proceeds within the above mentioned particulars is indicative. Any increase or decrease in
expenditure for a particular purpose from the planned expenditure is at the discretion of our management.

Break-up of the estimated cost:

The total estimated cost for Nagaur Project includes the following:

Land:

Cost towards procurement of land for plant and mines.

Civil & structural works:

Civil and steel structural work includes, among others, machine foundations, process & non-process buildings,
roads & drainages, boundary walls and other miscellaneous works.

Plant and machinery:

Plant and machinery include costs towards mechanical, control & instrumentation, refractory, insulation, utility,
pipe & pipe fittings, execution & installation works and other miscellaneous works.

Other fixed assets:

Other fixed assets include cost towards incoming power, power distribution system, waste heat recovery system
(“WHRS”), water carrier system, firefighting system, workshop & laboratory equipment’s, execution &
installation works and other miscellaneous works.

Preoperative expenses:

Preoperative expenses include costs towards salary, pre-project activities, startup expenses, labour welfare
expenses, construction power, drinking water expenses and other miscellaneous charges.

Engineering & knowhow:

Engineering & knowhow includes costs towards civil & structural design, mechanical, electrical, waste heat
recovery system consultancy expenses, project management expenses, among others.

Corporate environment responsibility:

Corporate environment responsibility includes costs towards, local development in the field of livelihood,
education, health & safety, sports, environment expenses, among others.

Contingency provisioning:

Contingency charges include costs towards price fluctuations towards logistics, freight, commodity & raw
material prices, etc. and other unforeseen expenses that gets incurred on the Nagaur Project.

A detailed break-up of the estimated costs towards the Nagaur Project is set forth below:

Total estimated Date of

cost purchase
S. No Particulars Name of vendor/ supplier
(Rs in order / LOI/
million)(1)(2) Quotation
Land
1 Mines 607.37 Various -
2 Plant 1,084.06 Various -
Sub-Total 1,691.43
Civil works and Structures

142
 Total estimated Date of
cost purchase
S. No Particulars Name of vendor/ supplier
(Rs in order / LOI/
million)(1)(2) Quotation
Civil works (package 2 &
3 1,485.00 Goel Construction Co Private Limited April 22, 2024
3)
Structural fabrication &
4 1,199.41 Shri Bhagwati Machine Private Limited April 22, 2024
erection works
5 Civil Works (package 1) 124.83 GMM Construction Private Limited June 25, 2024
6 Civil Works (package 4 ) 502.31 Ranga Construction Company June 25, 2024
7 Civil Works (package 5) 226.40 Arham Enterprise June 25, 2024
8 Supply of TMT 307.78 JSW Steel Limited April 29, 2024
9 Supply of Structural Steel 13.32 Steel Authority of India Limited May15, 2024
10 Supply of TMT 421.15 ARASPL Steels Private Limited June 27, 2024
11 Supply of Structural Steel 42.54 ARASPL Steels Private Limited June 27, 2024
12 Storage Shed 299.00 Smith Structures (India) Private Limited May 7, 2024
13 Ready mix concrete 746.44 JSW Green Cement Private Limited (3) May21, 2024
14 Interior Works 242.28 Geekay Associates June 24, 2024
Sub-Total 5,610.47
Plant and Machinery
15a Raw mill - (drying, 246.72 Loesche GmbH April 15, 2024
grinding, handling,
15b 365.00 Loesche India Private Limited April 15, 2024
feeding, conveying, etc.)
Coal mill - (drying,
grinding, handling,
16 feeding, conveying, 272.50 Loesche India Private Limited April 15, 2024
inertization plant, etc.)
incl. bag house
17 Pyro section 1,320.00 Humboldt Wedag India Private Limited April 17, 2024
18a Clinker Cooler 269.08 IKN GmbH April 10, 2024
18b 115.00 IKN Engineering India Pvt Ltd April 10, 2024
19a Clinker grinding 372.05 Loesche GmbH April 15, 2024
(including clinker
19b extraction & dedusting 445.00 Loesche India Private Limited April 15, 2024
systems)
Supply of silo feeding &
extraction system along
20 307.50 Haver & Boecker India Private Limited March 22, 2024
with packing and loading
system
Overland Long Belt
21 Conveyor (OLBC) for LS 890.00 Beumer India Private Limited April 10, 2024
transport
Metal fabrication,
Hajee A.P. Bava & Co Construction
22 erection, along with 892.50 April 29, 2024
Private Limited
equipment erection works
23 Supply of Plates 364.92 ARASPL Steels Private Limited June 27, 2024
24 Supply of Structural Plate 123.57 JSW Steel Limited May 8, 2024
25 Stacker Reclaimer 273.4 Takraf Private Limited June 11, 2024
26 Bag House 109.5 Reico Industries Limited June 14, 2024
Bucket Elevator & DPC
27 183.3 Beumer India Private Limited June 14, 2024
(Beumer)
28 Bucket Elevator (MECP) 3.59 Tsubaki Conveyor System Private Limited June 18, 2024
Electro Static Precipitator
29 103.0 Thermax Limited June 24, 2024
(ESP)
Nusiance Bag filtes with
30 95.00
fan (MH & Pyro)
Refractory & Castable
31 (approx 9600 T) Without 540.00
Installation
Insulation (approx. 75,000 Humboldt Wedag India Private Limited June 7, 2024
32 98.00
sqm)-without installation
33 Cooling tower 5.00
34 Compressors 40.00
Sewage Treatment Plant
35 20.00
(STP)

143
 Total estimated Date of
cost purchase
S. No Particulars Name of vendor/ supplier
(Rs in order / LOI/
million)(1)(2) Quotation
Utilities (piping & pipe
36 70.00
fittings)
37 Fire Fighting System 95.00
38 Water Treatment Plant 30.00
Alternate Fuel Resource
(AFR) Systems (storage,
39 95.00
handling, feeding, etc.)
without shredder
Workshop Equipment,
40 20.00
Tools & Tackles etc.
41 Laboratory Equipment 30.00
Tools & Tackles (Only
42 5.00
special tools & tackles)
43 HT Motors & LV Motor 325.00
LV & MV AC variable
44 260.00
Speed Drives
45 Cross Belt Analysers 37.50
Robolab with pneumatic
46 sample conveying system, 215.00
quality system
Control & Automation
47 410.00
system
Sub-Total 9,047.12
Miscellaneous Fixed Assets
Transmission Line (132
kV; approx. 9 km long
48 53.53 Kay Cee Energy & Infra Limited March 20, 2024
from source substation),
bay at grid end
Power transformer 132/11
49 kV and other switchyard 107.00 Schneider Electric India Private Limited April 18, 2024
equipment and MRSS
Two Power transformer
132/11.5 kV and other
50 94.75 Bharat Bijlee Limited April 19, 2024
switchyard equipment and
MRSS
Waste heat recovery
51 1,970.00 LNV Technology Private Limited June 17, 2024
system
52 Water Carriage System 348.80 VEXL Environ Projects Private Limited June 11, 2024
Power Distribution
comprising of:
Switch board (11 kV),
Distribution transformer
(11/0.433 kV), MCC &
push button station, LT
switchboards & bus
trunkings, LT/HT
capacitor control panels,
Cables - power, control &
instrumentation, Plant
illumination (Lighting
53 1,670.00 Humboldt Wedag India Private Limited June 7, 2024
fixures & accessories),
Battery and battery
charger, Earthing and
cable trays & erection
hardware, Air
Conditioning system, Aux
Power DB & Lighting
DB, Welding Socket,
Power Sockets, Energy
Management System, PA
system for intercom and
Telephone exchange, Fire

144
 Total estimated Date of
cost purchase
S. No Particulars Name of vendor/ supplier
(Rs in order / LOI/
million)(1)(2) Quotation
detection / protection
system, Miscellaneous
accessories, DG Set (for
emergency & other
purposes), Safety
Equipment,
Sub-Total 4,244.08
Preoperative Expenses
Operating costs (including
establishment costs, rent
and taxes, travelling,
54 147.00
communication, vehicle
hire, security) and other
such expenses
Salary and employee
55 276.00
related expenses
Construction power &
56 206.00
water expenses
57 Other expenses 50.00
Sub-Total 679.00
Engineering & Knowhow
Civil Consultancy Holtec Consulting Private Limited, G Tech
Consulting Engg & Architects, Bhimputra
58 61.95 Various
Projects, Geocon International Private
Limited
Tendering, Ordering &
59 40.00 Holtec Consulting Private Limited Various
Engineering Consultancy
Project Management
60 16.80 Psource Management Private Limited June 14, 2024
Consultancy
61 Environment Consultancy 18.10 J.M EnviroNet Private Limited Various
Sub-Total 136.85
Corporate environment
62 730.00
responsibility
(1) Total estimated cost for the Nagaur Project is as per the Nagaur Project Report. Applicable taxes, to the extent required have
been included in the estimated cost, however excluded in the above table.
(2) All quotations and letter of intent received from the vendors and the purchase orders issued to the vendors for Nagaur Project
are valid as on the date of this Draft Red Herring Prospectus. As on June 30, 2024, we are yet to place orders for ₹ 17,608.69
million of capital expenditure to be incurred for the Nagaur Project, which is 73.08% of the estimated cost of the Nagaur Project
yet to be deployed. As on June 30, 2024, we have placed orders for 6,485.24 million towards capital expenditure for the Nagaur
Project, which is 26.92% of the estimated cost of the Nagaur Project yet to be deployed. If we engage someone other than the
vendors from whom we have obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs
for the services may differ from the current estimates. For further details, see “Risk Factors- We intend to utilise ₹8,000.00 million
of the Net Proceeds to fund our capital expenditure requirements to expand our overall manufacturing capacity. We have relied
on the quotations received from third parties in estimating such capital expenditure requirements.” on page 73.
(3) The cost of Ready mix concrete which will be supplied by JSW Green Cement Private Limited will not be paid out from Net
Proceeds.

Government approvals

In relation to the Nagaur Project, we are required to obtain approvals from certain governmental or local
authorities, the status of which is provided below and certified by Holtec Consulting Private Limited in the Project
Report.

Pre-construction Approvals

Sr. No. Authority Nature of Approval Status

1 Ministry of Environment Environmental Clearance (EC) for Plant Obtained on September 27, 2023
Forest & Climate Change
2 Ministry of Environment Environmental Clearance (EC) for Mines Obtained on August 31, 2020
Forest & Climate Change Block 3B2

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 Sr. No. Authority Nature of Approval Status

3 Rajasthan State Pollution Consent to Establish (CTE) for Mines Obtained on November 10, 2023
Control Board Block 3B2
4 Rajasthan State Pollution Consent to Establish (CTE) for Plant Obtained on March 13, 2024
Control Board Phase-1
5 Rajasthan State Pollution Consent to Establish (CTE) for Crusher & Obtained on January 19, 2024
Control Board Over Land Belt Conveyor
6 Ajmer Vidyut Vitaran Nigam Construction Power Obtained on February 14, 2024
Limited
7 Central Ground water Groundwater Abstraction NOC(Plant) - Obtained on February 21, 2024
authority Drinking & Domestic
8 Central Ground water Groundwater Abstraction NOC- 3B2 Mine Obtained on March 19, 2024
authority
9 Chief Inspector of Factories & Factory of Factory Building Drawings Obtained on January 24, 2024
Boilers
10 Rajasthan State Pollution Consent to Establish (CTE) for Cement Obtained on June 24, 2024
Control Board Mill Hopper/Clinker Silo & Packing Plant
11 Revenue Dept. (State Govt.) Land conversion or Change in Land Use Obtained on August 13, 2024
12 DPIIT, Ministry of Commerce Industrial License/ IEM Obtained on October 10, 2022
& Industries
13 Gram Panchayat Plant - Change in Land Use Plant GP NOC: obtained
September 05, 2023;
Mines – Mining activity Mines NOC: Obtained on June 20,
2024
14 Department of Mines & Preferred bidder-Obtain a mine through e- Obtained on February, 2018
Geology auction process
15 IBM (Indian Bureau of Mining Plan Obtained on September 11, 2018
Mines)
16 Department of Mines & Mining lease deed for 3B2 Limestone Obtained on April 10, 2023
Geology Block
17 Department of Mines & Signing of Mine Development & Obtained on March 20, 2023
Geology Production Agreement (MDPA) in case of
auction mines
18 Director General Of Mines Notice of opening of mine Obtained on May 22, 2023
Safety
19 GST – Central Board of GST Registration Obtained on July 15, 2021
Indirect Taxes and Customs
20 North Western Railway- In principle approval from railway board Obtained on June 01, 2022
Jodhpur division for setting up of railway siding
21 North Western Railway- Engineering scale plan approval from the Obtained on January 01, 2023
Jaipur division Engineering Department, Railways
22 State Forest Department Wildlife Protection Act, WLCP For Obtained on September 16, 2020
Schedule-1 Species (for 3B2 Mine)

Post-construction Approvals

Sr. No. Authority Nature of Approval Status

1 Municipal Corporation Water Approval for Utilizing Nagar To be obtained prior to
Parishad STP treated Water commencement of operations
2 Rajasthan State Pollution Consent to Operate (CTO) for Mines Block
Control Board 3B2
3 Rajasthan State Pollution Consent to Operate (CTO) for Plant Phase-
Control Board 1
4 Rajasthan State Pollution Consent to Operate (CTO) for Cement Mill
Control Board Hopper/Clinker Silo & Packing Plant
5 Ajmer Vidyut Vitaran Nigam Plant operation Power
Limited
6 Rajasthan State Pollution Obtain authorization under Haz. Waste
Control Board Rules
7 Central Pollution Control Registration of the Group as PIBO for EPR
Board generation and trading with CPCB
8 Rajasthan State Pollution Registration of factory as PWP for

146
 Sr. No. Authority Nature of Approval Status
Control Board processing of plastic waste with CPCB
9 Rajasthan State Pollution Authorization for generation and disposal
Control Board of biomedical waste from SPCB
11 Chief Inspector of Factories & Boiler Permissions
Boilers
12 AERB (Atomic Energy To obtain authorization to import and use
Regulatory Board) Radioactive material (Cf-252) used in
Gamma Ray cross belt analyser
13 Metrology Department Calibration of Electronic Road Weigh
Bridges, load cells, weighing scales in
packing plant, stores or wherever used, 20
kg weights, electronic packer spouts etc.
from Metrology department.
14 (Chief Electrical Inspector DG installation and charging permission
General) and metering approval required from
Grid/CEIG for paying electricity duty to
electricity board.
15 RVPNL(Rajasthan Vidyut Metering arrangement is required for
Prasaran Nigam Limited) power supply connections as per CEIG/
state guidelines for Billing.
16 RVPNL(Rajasthan Vidyut Incoming power supply arrangement is
Prasaran Nigam Limited) required under supervision of the authority
if grid power is taken.
17 (Chief Electrical Inspector All equipment design, equipment
General) manufacturing, plant power system,
electrical load centre design, earthing and
lightening system, plant lighting,
Equipment satisfactory test certificates and
safety arrangement to be followed as per
latest IS codes, IEC standards, latest Indian
electricity rules and guidelines, Electrical
code of practices, guidelines of CEIG
before procurement and installation,
charging permission required of each
equipment with Sr. no. from CEIG.
18 DGMS (Director General Of Blasting permission
Mines Safety)
19 DGMS (Director General Of Permission for deployment of mining
Mines Safety) machinery
20 PESO (Petroleum & Permission of storage and use of
Explosive Safety explosives and diesel
Organization)
21 State Forest Department Wildlife Protection Act, WLCP For 2
Schedule-1 Species (for Cement Plant)

We will file necessary applications for the Nagaur Project with the relevant authorities for obtaining such
approvals as applicable, for the post construction stages. In the event of any unanticipated delay in receipt of
such approvals, the proposed schedule implementation and deployment of the Net Proceeds may be extended
or may vary accordingly. For details, see “Risk Factors – Our funding requirements and proposed deployment
of the Net Proceeds have not been appraised by any bank or financial institution and may be subject to change
based on various factors, some of which are beyond our control.” on page 75.

2. Prepayment or repayment, in full or in part, of all or a portion of certain outstanding borrowings

availed by our Company

Our Company has entered into various financing arrangements with banks, such as term loans and working
capital facilities, including fund based and non-fund based borrowings. For further information on the
financial indebtedness of our Company, see “Financial Indebtedness” on page 526. As on March 31, 2024,
the total indebtedness under the various financing arrangements of our Company aggregated to ₹ 58,357.64
million. Our Company proposes to utilise an estimated amount of ₹ 7,200.00 million from the Net Proceeds
towards full or partial repayment or prepayment of all or a portion of the principal amount of certain loans
availed by our Company and the accrued interest thereon. In the event that there are any prepayment or

147
repayment penalties required to be paid under the terms of the relevant financing arrangements, the amount
of such prepayment or repayment penalties shall be paid by us out of our internal accruals. We will take such
provisions also into consideration while deciding repayment of loans from the Net Proceeds. Our Company
may avail further loans after the date of this Draft Red Herring Prospectus. For disclosure of borrowings in
the last three Fiscals as per Schedule III of the Companies Act, see “Restated Consolidated Financial
Information” on page 359.

Our Company may consider the following factors for identifying the loans that will be repaid out of the Net
Proceeds: (i) costs, expenses and charges relating to the facility including interest rates involved; (ii) presence
of onerous terms and conditions under the facility; (iii) ease of operation of the facility; (iv) levy of any
prepayment or repayment penalties and the quantum thereof; (v) provisions of any law, rules, regulations
governing such borrowings; (vi) any conditions attached to the borrowings restricting our Company’s ability
to prepay the borrowings and time taken to fulfil such requirements, if any; (vii) mix of credit facilities
provided by lenders; (viii) other commercial considerations including, among others, the interest rate on the
loan facility, the amount of the loan outstanding and the remaining tenor of the loan and (viii) receipt of
consents for prepayment or repayment from respective lenders.

Given the nature of these borrowings and the terms of repayment, the aggregate outstanding amounts under
these borrowings may vary from time to time and our Company may, in accordance with the relevant
repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. Further, the
amounts outstanding under the borrowings as well as the sanctioned limits are dependent on several factors
and may vary with the business cycle of our Company with multiple intermediate repayments, drawdowns
and enhancement of sanctioned limits. Accordingly, our Company may utilise the Net Proceeds for part or
full prepayment of any such refinanced facilities or repayment of any additional facilities obtained by it. We
believe that such repayment will help reduce our outstanding indebtedness, debt servicing costs and improve
our debt to equity ratio and enable utilization of internal accruals for further investment in business growth
and expansion. In addition, we believe that the improved debt to equity ratio will enable us to raise further
resources in the future to fund potential business development opportunities and plans to grow and expand
our business. Additionally, we believe that the leverage capacity of our Company will improve our ability to
raise further resources in the future to fund our potential business development opportunities and plans to
grow and expand our business.

Further, owing to the nature of our business and borrowings, our Company may also avail additional
borrowings after the date of this Draft Red Herring Prospectus and may also draw down further funds under
existing loans from time to time. Accordingly, in case any of the below loans are prepaid or further drawn
down prior to the completion of the Offer, we may utilize the Net Proceeds towards repayment of such
additional indebtedness. In light of the above, if at the time of filing the Red Herring Prospectus, any of the
below mentioned loans are repaid in part or full or refinanced or if any additional credit facilities are availed
or drawn down or if the terms of new loans are more onerous than the older loans or if the limits under the
working capital borrowings are increased, then the table below shall be suitably revised to reflect the revised
amounts or loans as the case may be which have been availed by our Company.

The following table provides details of the borrowings availed by our Company which are currently proposed
to be fully or partially repaid or prepaid (earlier or scheduled) from the Net Proceeds:

148
 Amount Amount
Rate of Purpose for which
sanctioned outstanding
Sr. Nature of Repayment date/ Interest as at disbursed loan
Name of the lender as at March as at March Pre-payment Clause/ Penalty (if any)
No. borrowing schedule/ Tenor March 31, amount was
31, 2024 (in 31, 2024 (in
2024 (%) utilised
₹ million) ₹ million)
1 Axis Bank Limited# Term loan 11,200.00 6,554.10 To be repaid in 65 12 Month T- Refinancing of In case of prepayment, the lender will be entitled to prepayment
instalments with the first Bill (Currently previous debt premium of 1% of the amount prepaid, except in cases mentioned
instalment starting from at 7.11) + facilities availed below:
November 30, 2022 and spread 98 bps. including for capital
ending on May 31, 2028. At Present expansion a. If the prepayment is made pursuant to written instructions of Axis
effective Bank in which case no prior notices will be required from the
interest rate is borrower for prepayment.
8.09 b. If the prepayment is made out of internal accruals/IPO proceeds/any
kind of equity infusion from non-promoter Group entity/permitted
mezzanine debt, provided the borrower has provided a prior written
notice of not less than 15 business days.
c. In the event the interest/spread reset is not acceptable to the
Borrower, the Borrower shall have option to prepay the loan, in full
or in part within 90 days of the reset date.
2 Canara Bank Limited Rupee term 5,000.00 3,234.33 To be repaid in 20 One Year General corporate 1% of the prepaid amount (loans prepaid from own sources will not attract
loan structured quarterly MCLR purpose including prepayment / pre- closure charges).
instalments with the first (Currently at augmenting net
instalment starting from 8.90) working capital, Provided that no prepayment penalty would be payable to the Lenders:
June 30, 2022 and ending capex. a. If the pre-payment is effected at the instance of the lenders or as
on March 31, 2027. provided in the term sheet.
b. If it is out of the internal accruals of the Borrower or through
proceeds of equity infusion by the Promoter / Promoter Group, or
from proceeds of IPO of the borrower, provided that the borrower
has provided a prior written notice of not less than thirty (30) days
of its intention to make such prepayment.
c. If the interest reset (or effective rate) is not acceptable to the
borrower. The borrower may prepay the loan within 90 days from
the reset date, by giving a prior written notice to the facility agent of
at least 15 (fifteen) days. Between the notice of prepayment and the
actual prepayment date, the borrower shall make the then applicable
revised/reset interest rate.
d. or, within ninety (90) days after the anniversary/reset date, by
providing a prior written notice of fifteen days (15) of its intention
to the prepayment. It may then prepay the facility during the period
not later than 90 days from the anniversary/reset date.

149
 Amount Amount
Rate of Purpose for which
sanctioned outstanding
Sr. Nature of Repayment date/ Interest as at disbursed loan
Name of the lender as at March as at March Pre-payment Clause/ Penalty (if any)
No. borrowing schedule/ Tenor March 31, amount was
31, 2024 (in 31, 2024 (in
2024 (%) utilised
₹ million) ₹ million)
3 Indian Bank Corporate 3,000.00 2,820.07 To be repaid in 18 One Year General corporate In case of prepayment, the lender will be entitled to prepayment premium
loan structured quarterly MCLR (i.e. purpose of 0.50% of the amount prepaid (post lock-in period i.e. March 31, 2024),
instalments with the first currently except in cases mentioned below:
instalment starting from 8.85)+spread
September 30, 2023 and 25bps.At a.If the prepayment is effected at the instance of the lenders.
ending on December 31, present b.If the prepayment is made out of internal accruals/IPO proceeds/any
2027 effective kind of equity infusion from non-promoter Group entity/permitted
interest rate is mezzanine debt, provided the borrower has provided a prior written
9.10. notice of not less than 15 days.
c. In the event the interest/spread reset is not acceptable to the
borrower, the borrower shall have option to prepay the loan, in full
or in part within 90 days of the reset date by providing 15 days’ prior
written notice.
d. Within 90 days after the anniversary date, by providing 15 days’
prior written notice in part or in full.
4 Kotak Mahindra Bank Term loan 2,500.00 2,218.75 To be repaid in 20 One Year For fresh capex and Prepayment is permitted with 90 days’ notice to Lender
Limited# structured quarterly MCLR (i.e. reimbursement of
instalments with the first currently capital expenditure
instalment starting from 9.20)+spread 5 being undertaken at
September 7, 2023 and bps. At present Nandyal plant
ending on June 7, 2028 effective
interest rate is
9.25
5 YES Bank Limited Rupee term 3,000.00 3,000.00 December 29, 2024 3 Month T-Bill Debottlenecking 2 % of the prepayment amount
loan (i.e. currently capex, maintenance
6.93) +spread capex, long term
233 bps. At working capital
present
effective
interest rate is
9.26
6 South Indian Bank Term loan 1,500.00 1,499.62 December 23, 2024 Repo Rate (i.e. General corporate a. Nil, if the limits are prepaid or pre-closed out of surplus funds.
Limited currently 6.50) purpose
+spread of 225 b. Nil, if the limits are prepaid or pre-closed by giving 15 days’ notice
bps. At present in case the interest rate is not acceptable to them. (at the time of

150
 Amount Amount
Rate of Purpose for which
sanctioned outstanding
Sr. Nature of Repayment date/ Interest as at disbursed loan
Name of the lender as at March as at March Pre-payment Clause/ Penalty (if any)
No. borrowing schedule/ Tenor March 31, amount was
31, 2024 (in 31, 2024 (in
2024 (%) utilised
₹ million) ₹ million)
effective interest resets).
interest rate is
8.75 c. In all other cases, 1 % on the prepaid amount.
* As per the certificate on the utilisation of loan for the purpose availed as at March 31, 2024, issued by our Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants dated August 16, 2024.
# Axis Capital Limited and Kotak Mahindra Capital Company Limited, Book Running Lead Managers in the Offer, are related to lenders to our Company, namely, Axis Bank Limited and Kotak Mahindra Bank Limited. However, on
account of this relationship, neither Axis Capital Limited and Kotak Mahindra Capital Company Limited qualify as an associate of our Company in terms of Regulations 21(A)(1) of the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992, as amended, read with Regulation 23(3) of the SEBI ICDR Regulations. Further, in this connection, please note that the loans provided by Axis Bank Limited and Kotak Mahindra Bank Limited to our
Company, are part of their ordinary course of lending business. For further details, see “Risk Factors -A portion of the Net Proceeds is proposed to be utilized for repayment or pre-payment, in full or part, all or a portion of certain
loans availed by us from Axis Bank Limited and Kotak Mahindra Bank Limited, affiliates of certain BRLMs to the Issue.” on page 55.

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 In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our Company
has obtained a certificate dated August 16, 2024 from Deloitte Haskins & Sells LLP, Chartered Accountants,
Statutory Auditors of our Company certifying that the borrowings have been utilised towards the purposes
for which such borrowings were availed.

Further, as on date of this Draft Red Herring Prospectus, our Company has obtained all applicable consents
from our lenders, in writing, for the purpose of the Offer.

3. General corporate purposes

Our Company intends to deploy any balance left out of the Net Proceeds aggregating to ₹ [●] million towards
general corporate purposes, as approved by our management from time to time, subject to such utilisation for
general corporate purposes not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The allocation or quantum of utilisation of funds towards the specific purposes described above
will be determined by our Board, based on our business requirements and other relevant considerations, from
time to time. Our management, in accordance with the policies of the Board, shall have the flexibility in
utilising surplus amounts, if any.

Such general corporate purposes may include, but are not restricted to, the following:

(i) strategic initiatives;

(ii) funding growth opportunities;

(iii) strengthening marketing capabilities;

(iv) meeting ongoing general corporate contingencies;

(v) investment in subsidiaries;

(vi) meeting fund requirements and other working capital requirements of our Company and our
Subsidiaries, in the ordinary course of their business;

(vii) meeting expenses incurred in the ordinary course of business including payment of commission
and/or fees to consultants; and

(viii) any other purpose, as may be approved by the Board or duly appointed committee, from time to time,
subject to compliance with applicable law.

In the event our Company is unable to utilise the Net Proceeds towards other Objects for any of the reasons as
aforementioned, our Company may at its discretion utilise such Net Proceeds towards general corporate purposes,
provided that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the
Gross Proceeds.

The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based
on the amount available under this head and the business requirements of our Company, from time to time. Our
Company’s management, in accordance with the policies of our Board, shall have flexibility in utilising surplus
amounts, if any. In the event that we are unable to utilise the entire amount that we have currently estimated for
use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals.

Interim use of Net Proceeds

The Net Proceeds shall be retained in the Public Issue Account until receipt of the listing and trading approvals
from the Stock Exchanges by our Company. Pending utilization of the Net Proceeds for the purposes described
above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks
included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended, as may be approved by our
Board or a duly constituted committee thereof.

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In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in
the equity markets.

Offer Related Expenses

The Offer expenses are estimated to be approximately ₹ [●] million. The Offer expenses comprises, among other
things, listing fees, underwriting fee, selling commission and brokerage, fees payable to the Book Running Lead
Managers, legal advisors, Registrar to the Offer, Banker(s) to the Offer, processing fee to the SCSBs for processing
ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage and
selling commission payable to Registered Brokers, RTAs and CDPs, fees payable to the Sponsor Banks for Bids
made by UPI Bidders using UPI Mechanism, printing and stationery expenses, advertising and marketing
expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges.

Except for (i) the listing fees, stamp duty payable on issue of Equity Shares pursuant to Fresh Issue and audit fees
of statutory auditors (to the extent not attributable to the Offer), which shall be borne solely by our Company and
expenses in relation to product or corporate advertisements, i.e., any corporate advertisements consistent with past
practices of our Company (other than the expenses relating to marketing and advertisements undertaken in
connection with the Offer) which shall be solely borne by our Company; and (ii) fees for counsel to the Selling
Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, our Company and each
of the Selling Shareholders shall share the costs and expenses, (including all applicable taxes) directly attributable
to the Offer (including fees and expenses of the BRLMs, legal counsel and other intermediaries, advertising and
marketing expenses, printing, underwriting commission, procurement commission (if any), brokerage and selling
commission and payment of fees and charges to various regulators in relation to the Offer), on a pro rata basis, in
proportion to the number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold
by each of the Selling Shareholders through the Offer for Sale, upon listing of the Equity Shares on the Stock
Exchange(s) pursuant to the Offer in accordance with Applicable Law. Our Company shall advance the cost and
expenses of the Offer, in the first instance, and upon commencement of listing and trading of the Equity Shares
on the Stock Exchanges pursuant to the Offer, our Company will be reimbursed, severally and not jointly, by each
of the Selling Shareholders for their respective proportion of such costs and expenses. Such payments, expenses
and taxes, to be borne by each of the Selling Shareholders will be deducted from their respective proceeds from
the sale of Offered Shares, directly from the Public Offer Account, in accordance with applicable law, in proportion
to their respective Offered Shares. Further, in the event the Offer is withdrawn or the requisite approvals required
for the Offer are not received, the Company and each of the Selling Shareholders shall, in accordance with the
manner stated above, share the costs and expenses (including all applicable taxes) directly attributable to the Offer,
in proportion to the extent of the amount proposed to be raised by the Company through the Fresh Issue and the
amount corresponding to the extent of participation of each Selling Shareholder in the Offer for Sale.

The break-up for the estimated Offer expenses are as follows:

Estimated As a % of total
As a % of Offer
Activity expenses (1) (₹ in estimated Offer
(1) size (1)
million) related expenses
Fees payable to the BRLMs and commissions (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
Commission/ processing fee for SCSBs and Bankers to the Issue and fees [●] [●] [●]
payable to the Sponsor Bank(s) for Bids made by UPI Bidders.
Brokerage, selling commission and bidding charges for the members of
the Syndicate, Registered Brokers, RTAs and CDPs(2)(3)(4)(5)(6)
Fees payable to Registrar to the Offer [●] [●] [●]
Fees payable to the parties to the Offer [●] [●] [●]
Others:
Listing fees, SEBI fees, BSE and NSE processing fees, book-building [●] [●] [●]
software fees, and other regulatory expenses
Printing and stationery expenses [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]

(1) The Offer expenses will be incorporated in the Prospectus on finalization of the Offer Price.
(2) Selling commission payable to the SCSBs on the portion for RIIs and Non-Institutional Investors which are directly procured and
uploaded by the SCSBs, would be as follows:

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 Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the bid book of BSE
or NSE. No additional processing fees shall be payable to the SCSBs on the applications directly procured by them.

(3) No processing fees shall be payable by the Selling Shareholders to the SCSBs on the applications directly procured by them.

Processing / uploading fees payable to the SCSBs on the portion for RIIs and Non-Institutional Investors which are procured by the
members of the Syndicate / sub-Syndicate / Registered Broker / RTAs / CDPs and submitted to SCSB for blocking, would be as follows:

Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

(4) Selling commission on the portion for RIIs (using the UPI Mechanism), Non-Institutional Investors which are procured by members
of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading,
demat & bank account provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate Members)
would be as follows:

Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form
number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a
Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the
Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.

Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications
made by RIIs using 3-in-1 accounts and Non-Institutional Investors which are procured by them and submitted to SCSB for blocking
or using 3-in-1 accounts, would be as follows: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate (including their
sub-Syndicate Members), RTAs and CDPs.

The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the Bid Book of BSE or NSE.

(5) Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIIs procured through UPI Mechanism
and Non-Institutional Investors which are directly procured by the Registered Broker and submitted to SCSB for processing, would
be as follows:

Portion for RIIs* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid application (plus applicable taxes)
* Based on valid applications

(6) Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:

Payable to members of the Syndicate (including their ₹ [●] per valid application (plus applicable taxes)
sub-Syndicate Members)/ RTAs / CDPs
Payable to Sponsor Banks ₹ [●] per valid application (plus applicable taxes)
The Sponsor Banks shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required
in connection with the performance of its duties under applicable SEBI
circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and
Escrow and Sponsor Bank Agreement.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI
Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

Bridge financing facilities

We have not availed bridge financing from any bank or financial institution as on the date of this Draft Red
Herring Prospectus. However, prior to filing of the Red Herring Prospectus, we may consider availing bridge
financing, including through secured or unsecured loans or any short-term instrument like non-convertible
debentures, commercial papers etc. pending receipt of the Net Proceeds. Any such bridge financing availed will
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be repaid out of the Net Proceeds, and such utilisation (towards repayment of the bridge financing) shall be
construed to be done for the specific object itself.

Appraising Entity

None of the Objects for which the Net Proceeds will be utilised, require appraisal from, or have been appraised
by, any bank/ financial institution/ any other agency, in accordance with applicable law. For details, see “Risk
Factors – Our funding requirements and proposed deployment of the Net Proceeds have not been appraised by
any bank or financial institution and may be subject to change based on various factors, some of which are beyond
our control” on page 75.

Monitoring utilization of funds from the Offer

In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with the RoC,
we will appoint a SEBI registered credit rating agency as a monitoring agency to monitor the utilization of the
Gross Proceeds as the size of the Fresh Issue exceeds ₹ 1,000.00 million. Our Audit Committee and the monitoring
agency will monitor the utilisation of the Gross Proceeds (including in relation to the utilisation of the Gross
Proceeds towards the general corporate purposes) and submit the report required under Regulation 41(2) of the
SEBI ICDR Regulations on a quarterly basis, until such time as the Gross Proceeds have been utilised in full. Our
Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee
without any delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under
a separate head in its balance sheet for such Fiscals, as required under the SEBI ICDR Regulations, the SEBI
Listing Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the
Gross Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide
details, if any, in relation to all such Gross Proceeds that have not been utilised, if any, of such unutilised Gross
Proceeds.

Pursuant to the Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall
on a quarterly basis disclose to the Audit Committee the uses and application of the Gross Proceeds. The Audit
Committee shall review the report submitted by the Monitoring Agency and make recommendations to our Board
for further action, if appropriate. Our Company shall, on an annual basis, prepare a statement of funds utilised for
purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee.
Such disclosure shall be made only till such time that all the Gross Proceeds have been utilised in full. The
statement shall be certified by the Statutory Auditor of our Company. Furthermore, in accordance with Regulation
32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a
statement including deviations, if any, in the utilization of the Gross Proceeds of the Offer from the Objects as
stated above. The information will also be published in newspapers simultaneously with the interim or annual
financial results and explanation for such variation (if any) will be included in our Director’s report, after placing
the same before the Audit Committee. We will disclose the utilization of the Gross Proceeds under a separate head
along with details in our balance sheet(s) until such time as the Gross Proceeds remain unutilized clearly
specifying the purpose for which such Gross Proceeds have been utilized.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the Objects
unless our Company is authorised to do so by way of a special resolution passed in a general meeting of its
Shareholders or through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing
of such special resolution, shall specify the prescribed details and be published in accordance with the Companies
Act, 2013. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to the
Shareholders who do not agree to such proposal to vary the Objects, subject to the provisions of the Companies
Act, 2013 and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares,
in accordance with the Companies Act, 2013 and provisions of Regulation 59 and Schedule XX of the SEBI
Regulations. For further details see, “Risk Factors - Any variation in the utilization of the Net Proceeds would be
subject to certain compliance requirements, including prior Shareholders’ approval.” on page 76.

Other Confirmations

All quotations and letter of intent received from the vendors and the purchase orders issued to the vendors for
Nagaur Project are valid as on the date of this Draft Red Herring Prospectus. As on June 30, 2024, we are yet to

155
place orders for ₹ 17,608.69 million of capital expenditure to be incurred for the Nagaur Project, which is 73.08%
of the estimated cost of the Nagaur Project yet to be deployed. As on June 30, 2024, we have placed orders for
6,485.24 million towards capital expenditure for the Nagaur Project, which is 26.92% of the estimated cost of the
Nagaur Project yet to be deployed. Other than as disclosed herein above, we have not entered into any definitive
agreements with any of these vendors and there can be no assurance that the same vendors would be engaged to
eventually supply the equipment or provide the service at the same costs. If there is any increase in the costs of
equipment, the additional costs shall be paid by us from our internal accruals and/or additional debt from existing
and/or future lenders. The quantity of equipment and other materials to be purchased is based on the present
estimates of our management. Our Company shall have the flexibility to deploy such equipment in relation to the
capital expenditure or such other equipment as maybe considered appropriate, according to our business
requirements and based on the estimates of our management.

No second-hand or used machinery/equipment is proposed to be purchased out of the Net Proceeds.

There is no proposal whereby any portion of the Net Proceeds will be paid to our Promoters, members of the
Promoter Group, Group Companies, Directors or Key Managerial Personnel/ Senior Management Personnel.
Further, there are no material existing or anticipated transactions in relation to the utilisation of the Net Proceeds
entered into or to be entered into by our Company with our Promoters, Promoter Group, Group Companies,
Directors or Key Managerial Personnel/ Senior Management Personnel. Our Promoters, Directors, Key
Managerial Personnel and Senior Management Personnel do not have any interest in the Nagaur Project mentioned
above or in the entity from whom we have obtained quotations in relation to the project mentioned above.

156
 BASIS FOR OFFER PRICE

The Price Band and the Offer Price will be determined by our Company, in consultation with the Book Running
Lead Managers, on the basis of assessment of market demand for the Equity Shares of face value of ₹10 each
offered through the Book Building Process and on the basis of quantitative and qualitative factors as described
below. The face value of the Equity Shares is ₹10 each and the Offer Price is [●] times the face value of the Equity
Shares at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. Investors
should also refer to the sections “Risk Factors”, “Our Business”, “Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 39, 250, 359 and 495,
respectively, to have an informed view before making an investment decision.

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are set forth
below:

• We are the fastest growing cement manufacturing company in India in terms of increase in installed grinding
capacity and sales volume.

- We started our operations in 2009 and have since expanded our operations to become India’s fastest
growing cement manufacturing company in terms of increase in installed grinding capacity and sales
volume over the past decade from Fiscal 2014 to Fiscal 2024 (among the top 10 cement manufacturing
companies in terms of installed capacity) according to the CRISIL Report.
- For the period from Fiscal 2014 to Fiscal 2024, our installed grinding capacity grew at a CAGR of 14.14%
and sales volume grew at a CAGR of 19.06%, which is faster than the industry average CAGR of 7.31%
for installed capacity and 7.52% for sales volume during the said period according to the CRISIL Report.

• We are India’s largest manufacturer of GGBS and have a proven track record of scaling up this business.

- We are India’s single largest manufacturer of GGBS, with a market share in terms of GGBS sales of
82.70% in Fiscal 2024, according to the CRISIL Report.
- Our GGBS sales volume, its contribution to our overall sales and customer base has increased year-on-
year.

• Strategically located plants that are well-connected to raw material sources and key consumption markets.

- We currently have operations across the southern, western and eastern regions of India.
- In each region, our plants are well connected by road and/or rail to their respective raw material sources
and key consumption markets.

• We have the lowest carbon dioxide emission intensity among our peer cement manufacturing companies in
India and the top global cement manufacturing companies.
- As a result of our combined focus on manufacturing sustainable products and undertaking sustainable
manufacturing processes, we have the lowest carbon dioxide emission intensity among our peer cement
manufacturing companies in Peer Average in India as shown in the table below.

(in kg per tonne, unless otherwise indicated)

Fiscal 2024 Fiscal 2023 Fiscal 2022
Comparison Comparison
Comparison to
Particulars Our to Indian Our to Indian Our
Indian Peer
Company Peer Company Peer Company
Average
Average Average
Our carbon
51% lower 62% lower
dioxide 52% lower than the
270 than the Peer 206 than the Peer 266
emission Peer Average
Average Average
intensity
Source: CRISIL Report.

- Further, our carbon dioxide emission intensity in Fiscal 2024 was 53% lower than that of Top Global
Cement Companies in CY2023, according to the CRISIL Report.
- Aligning with JSW Group’s commitment to preserving natural resources and energy, we focus on
manufacturing sustainable products. This approach gives us the distinction of having a Clinker to Cement
Ratio of 46.60%, which is lower than Peer Average of 66.43% in Fiscal 2024, according to the CRISIL
Report.
157
• Extensive sales and distribution network in India and focus on strong brand.
As of March 31,
Number of
2024 2023 2022
Dealers 5,043 5,345 5,807
Sub-dealers 10,412 10,632 11,386
Direct customers 6,268 5,268 4,863
Influencers 55,678 18,321 -

• We benefit from our strong corporate lineage of the JSW Group and our qualified management team.

- As part of the JSW Group, we benefit from synergies with the long established “JSW” brand.

- We also benefit from the visionary stewardship of our promoters, Mr. Sajjan Jindal and Mr. Parth Jindal
and our experienced board of directors and senior management team.

For further details, see “Our Business – Our Competitive Strengths” on page 253.

Quantitative factors

Certain information presented below, relating to our Company, is derived from the Restated Consolidated
Financial Information. For further details, see the section “Financial Information” on page 359.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

1. Basic and diluted earnings per share (“EPS”), as adjusted for changes in capital:

Particulars Basic EPS (in ₹)* Diluted EPS (in ₹)* Weight
Fiscal 2024 0.91 0.90 3
Fiscal 2023 1.39 1.37 2
Fiscal 2022 2.48 2.46 1
Weighted Average 1.33 1.31
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
Notes:
1. Restated basic and diluted earnings/ (loss) per equity share (in ₹) are computed in accordance with Indian Accounting Standard
33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). The face value of Equity Shares of
the Company is ₹ 10.
2. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year
/Total of weights.
3. Earnings per Equity Share (Basic) = Restated profit attributable to the equity holders / Weighted average number of equity
shares.
4. Earnings per Equity Share (Diluted) = Restated profit attributable to the equity holders / Weighted average number of equity
shares adjusted for the effects of dilution.

2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share of face value
of ₹10 each:

P/E at the Floor Price P/E at the Cap Price

Particulars
(no. of times)# (no. of times)#
Based on Basic EPS as per the Restated Consolidated [●] [●]#
Financial Information for Fiscal 2024
Based on Diluted EPS as per the Restated Consolidated [●] [●]
Financial Information for Fiscal 2024
#
To be updated on finalisation of the Price Band.

3. Industry peer group P/E ratio

Particulars P/E Ratio*

Highest 50.66
Lowest 36.57

158
 Particulars P/E Ratio*
Average 42.10
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
Notes:
(1) The industry composite has been calculated as the arithmetic average P/E of the industry peer set disclosed.
(2) P/E Ratio has been computed based on the closing market price of equity shares on BSE on August 09, 2024 divided by the diluted
earnings per share for the year ended March 31, 2024.
(3) All the financial information for listed industry peers mentioned above is taken as is sourced from the audited consolidated financial
statements of the relevant companies for Fiscal 2024, as available on the websites of the stock exchanges.

4. Enterprise Value (EV)/ Operating EBITDA Ratio in relation to the Price Band of ₹ [●] to ₹ [●] per
Equity Share:

EV/ Operating EBITDA Ratio EV/ Operating EBITDA Ratio

Particulars at the lower end of the Price at the higher end of the Price
Band (number of times)# Band (number of times)#
Based on Operating EBITDA for Fiscal 2024 [●] [●]#
#
To be updated on finalisation of the Price Band.

5. Industry peer group EV/ Operating EBITDA Ratio

Particulars EV/ Operating EBITDA Ratio*

Highest 140.34
Lowest 12.45
Average 36.04
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
Notes:
(1) The industry composite has been calculated as the arithmetic average EV/ Operating EBITDA of the industry peer set disclosed.
(2) EV is computed as the market capitalization of the industry peers based on the closing market price of equity shares on BSE on
August 09, 2024, plus the net debt as on March 31, 2024.
(3) All the financial information for computation of operating EBITDA of listed industry peers mentioned above is taken as is sourced
from the audited consolidated financial statements of the relevant companies for Fiscal 2024, as available on the websites of the stock
exchanges.

6. Return on Net Worth (“RoNW”)

As derived from the Restated Consolidated Financial Information of our Company:

Particulars RoNW (%)* Weight

Fiscal 2024 3.64% 3
Fiscal 2023 5.97% 2
Fiscal 2022 11.46% 1
Weighted Average 5.72%
*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
Notes:
1. Return on Net Worth (%) = Ratio of Restated total profit /(loss) for the year attributable to owners of the Company for the Fiscal
to Net Worth as of the last day of the relevant Fiscal. Net Worth means sum of equity share capital and other equity as of the last
day of relevant fiscal and excludes non controlling interest.
2. Weighted average = Aggregate of year-wise weighted Net Worth divided by the aggregate of weights i.e. [(Net Worth x Weight)
for each year] / [Total of weights]

7. Net Asset Value per Equity Share of face value ₹10 each (“NAV”)

NAV per Equity Share Amount (₹)

As at March 31, 2024 24.99^
After completion of the Offer
- At the Floor Price [●]*

- At the Cap Price [●]*

At the Offer Price [●]#

159
 ^As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
*To be computed after finalisation of the Price Band
#
To be determined on conclusion of the Book Building Process.
Notes:
1. Net Asset Value per Equity Share = Net worth / Weighted average number of Equity Shares outstanding during the year.
2. Net Worth means sum of equity share capital and other equity as of the last day of relevant fiscal and excludes non controlling
interest.

8. Comparison of accounting ratios with listed industry peers

The peer group of our Company has been determined on the basis of companies listed on Indian stock
exchanges, whose business profile is comparable to our businesses in terms of our size, scale and our business
model^:

Closing
price on
Revenue Net Asset
Face August 9, EV/ Operating EPS EPS
from Value per
Name of the value per 2024 (₹) P/E Ratio Operating EBITDA (Basic) (Diluted) RoNW
operation Equity
Company equity per equity (x) EBITDA (in ₹ (₹ per (₹ per (%)
s (in ₹ Share (₹
share (₹) share/ Ratio (x) million) share) share)
million) per share)
Offer
Price
JSW Cement
60,281.03 10 [●]^^ [●]^^ [●]^^ 10,989.33 0.91 0.9 3.64% 24.99
Limited*
Listed peers**
UltraTech 7,09,081.4 1,29,685.6
10.00 11,305.00 46.55 25.48 243.05 242.87 11.63% 2,089.69
Cement Limited 0 0
Ambuja
3,31,596.4
Cements 2.00 632.25 37.93 22.49 63,995.10 17.99 16.67 8.63% 208.53
0
Limited
Shree Cement 2,05,209.8
10.00 24,282.60 36.57 18.47 45,167.40 663.98 663.98 11.57% 5,737.94
Limited 0
Dalmia Bharat 1,46,910.0
2.00 1,742.25 39.57 12.45 26,390.00 44.05 44.03 5.04% 874.41
Limited 0
JK Cement 1,15,560.0
10.00 4,228.00 41.31 17.93 20,598.00 102.35 102.35 14.73% 694.61
Limited 0
The Ramco
Cements 93,763.50 1.00 798.95 50.66 15.12 15,645.80 15.77 15.77 4.97% 317.20
Limited
India Cements
51,122.40 10.00 366.90 NA 140.34 990.20 (7.32) (7.32) NA NA
Limited
^As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated August
16, 2024.
**All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on
standalone basis) and is sourced from the financial statements of the respective companies for the year ended March 31, 2024 submitted to
stock exchanges
*Financial information of our Company has been derived from the Restated Consolidated Financial Information.
^^To be updated upon finalization of the Price Band.
Notes:
1. P/E ratio for the listed industry peers has been computed based on the closing market price of equity shares on BSE Limited (“BSE”) as
on August 09, 2024 divided by the diluted earnings per share for the year ended March 31, 2024.
2. EV/ Operating EBITDA ratio for the listed industry peers has been computed as the market capitalization of the industry peers based on
the closing market price of equity shares on BSE on August 09, 2024, plus the net debt as on March 31, 2024 divided by Operating EBITDA
for the year ended March 31, 2024.
3. Return on Net Worth (%) = Ratio of Profit /(loss) for the year attributable to owners of the company for the Fiscal to Net Worth as of the
last day of the relevant Fiscal. Net Worth means sum of equity share capital and other equity as of the last day of relevant fiscal and excludes
non controlling interest.
4. Net Asset Value per Equity Share = Net worth / Weighted average number of Equity Shares outstanding during the year. Net Worth means
sum of equity share capital and other equity as of the last day of relevant fiscal and excludes non controlling interest.
5. Operating EBITDA for the Company the year ended March 31, 2024 is calculated as Restated profit before share of profit/(loss) from joint
venture and tax minus Other Income plus Finance Costs, Depreciation and amortisation expense, Impairment of goodwill, Deemed loss on
stake dilution, Fair value loss /(gain) arising from financial instruments (CCPS) designated as FVTPL.
6. Operating EBITDA for listed industry peers the year ended March 31, 2024 has been computed as Profit before share of profit/(loss)
from joint venture and tax minus Other Income plus Finance Costs, Depreciation and amortisation expense, Impairment of goodwill.

For further details of non-GAAP measures, see the section “Other Financial Information” on page 493, to have a
more informed view.

160
9. Key Performance Indicators (“KPIs”)

The table below sets forth the details of the key performance indicators (“KPIs”) that our Company considers
have a bearing for arriving at the basis for Offer Price. These KPIs have been used historically by our
Company to understand and analyse our business performance, which as a result, help us in analysing the
growth of business in comparison to our peers.

All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated August 14,
2024, and the Audit Committee has confirmed that all KPIs pertaining to our Company that have been
disclosed to earlier investors at any point of time during the three years period prior to the date of filing of
this Draft Red Herring Prospectus have been disclosed in this section and have been subject to verification
and certification by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,
pursuant to certificate dated August 16, 2024 which has been included as part of the “Material Contracts and
Documents for Inspection” on page 702.

Our Company confirms that it shall continue to disclose all the KPIs included below in this section on a
periodic basis, at least once in a year (or any lesser period as determined by our Board), for a duration that is
the later of one year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation
of the Net Proceeds as disclosed in “Objects of the Offer” on page 137, or for such other duration as may be
required under the SEBI ICDR Regulations.

The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated
Financial Statements. We use these KPIs to evaluate our financial and operating performance. Some of these
KPIs are not defined under Ind AS and are not presented in accordance with Ind AS and may have limitations
as analytical tools. A list of our KPIs as of and for the Financial Years ended March 31, 2024, March 31,
2023 and March 31, 2022 is set out below:

(in ₹ million, unless otherwise indicated)

As at and for Fiscal**
Particulars Unit
2024 2023 2022
Operating KPIs
Million metric
Cement Saleable Production 7.05 5.76 5.69
tonnes (“MMT”)
GGBS Saleable Production MMT 5.11 3.85 3.13
Total Cementitious Saleable MMT
12.15 9.61 8.82
Production (cement +GGBS)
Clinker Production ^ # MMT 4.34 2.67 2.99
Cement Volume Sold MMT 6.94 5.70 5.58
GGBS Volume Sold MMT 5.08 3.85 3.13
Clinker Volume Sold MMT 0.50 0.94 0.99
Total Volume Sold MMT 12.53 10.50 9.69
Ready mix concrete Sales (Million Cu. M)
0.37 0.35 0.26
volume
Percentage of Cement Volume %
57.53% 64.39% 65.13%
Sold through Trade Channel
Million metric
Installed Grinding Capacity tonnes per annum 20.60 16.30 14.55
(“MMTPA”)
Installed Clinker Capacity^ MMTPA 6.44 5.12 3.30
Grinding Capacity Utilization % 67.50% 60.37% 60.51%
Clinker Capacity Utilization # % 84.81% 78.78% 90.73%
Clinker To Cement Ratio % 46.60% 42.88% 47.49%
Green power consumed as %
percentage of total power 15.01% 3.30% 3.16%
consumption
Net Carbon Dioxide emission Kg per tonne of
intensity (Scope 1 + Scope 2) ^^ cementitious 270.00 206.00 266.00
in India material
Financial KPIs
Revenue from operations ₹ million 60,281.03 58,367.24 46,685.70
Cement Realization per Tonne ₹ 4,909.81 5,084.40 4,923.28
GGBS Realization per Tonne ₹ 3,760.61 3,640.79 3,239.09

161
 As at and for Fiscal**
Particulars Unit
2024 2023 2022
EBITDA (INR Million) ₹ million 10,356.56 8,269.65 9,510.60
EBITDA per Tonne ₹ 826.80 787.67 981.03
EBITDA Margin % 16.94% 13.82% 19.56%
Operating EBITDA ₹ million 10,989.33 8,158.10 7,561.53
Operating EBITDA per Tonne ₹ 877.31 777.05 779.98
Operating EBITDA Margin % 18.23% 13.98% 16.20%
PAT ₹ million 620.13 1,040.38 2,326.49
PAT Margin % 1.01% 1.74% 4.78%
Adjusted PAT ₹ million 1,991.53 2,383.68 1,084.39
Adjusted PAT Margin % 3.26% 3.98% 2.23%
Net Debt (excluding CCPS) to No. of Times
3.43 4.60 3.43
Operating EBITDA Ratio
Net Debt (excluding CCPS) to No. of Times
0.91 0.98 0.72
Total Equity plus CCPS
Operating Return on Capital %
11.08% 6.46% 8.57%
Employed (RoCE)
Return on Equity (RoE) % 2.60% 4.64% 11.02%
Adjusted Return on Equity %
4.82% 6.19% 3.02%
(Adjusted RoE)
Basic EPS ₹ 0.91 1.39 2.48
Net Debt (excluding CCPS) ] ₹ million 37,725.24 37,563.88 25,913.35
Total Equity ₹ million 23,854.82 22,407.43 21,120.26
Net Asset value per share ₹ 24.99 23.24 21.60
Raw Material per Tonne ₹ 1,047.48 1,488.80 1,205.64
Power & Fuel per Tonne ₹ 790.61 983.30 783.06
Freight Cost per Tonne ₹ 1,147.29 1,347.46 1,142.08
** Until March 21, 2023, JSW Cement FZC was a wholly-owned subsidiary of our Company. Effective March 22, 2023, JSW Cement
FZC became a joint venture between our Company and Aquarius Global Fund PCC. As a result, JSW Cement FZC is now reported as
a joint venture in our financial statements and is accounted under the equity method of accounting. However, in the financial statements
for Fiscal 2022 and for the period from April 1, 2022 until March 21, 2023, JSW Cement FZC is consolidated as a wholly-owned
subsidiary.
^ Including Clinker Production and Installed Clinker Capacity of JSW Cement FZC
# Clinker Production and Clinker Capacity Utilization (%) in Fiscal 2024 excludes the clinker expansion of 1.32 MMTPA under
commissioning in JSW Cement FZC
^^Scope 1 emissions are direct green house gas (GHG) emissions from sources that are owned or controlled by the company
^^Scope 2 emissions are indirect green house gas (GHG) emissions from the generation of purchased electricity consumed by a company

The method of computation of above KPIs is set out below:

Metric Formula
Total Cementitious Saleable
Computed as sum of Cement Saleable Production and GGBS Saleable Production
Production (cement +GGBS)
Computed as sum of Cement Volume Sold, GGBS Volume Sold and Clinker
Total Volume Sold
Volume Sold
Percentage of Cement Volume Computed as Cement Volume Sold through the trade channel divided by total
Sold through Trade Channel Cement Volume Sold *100
Grinding Capacity Utilisation is computed as Total Cementitious Saleable
Production - cement +GGBS (MMT) divided by Installed Grinding Capacity
Grinding Capacity Utilization available during the year, which is pro-rated based on the date of commissioning.
Installed Grinding Capacity is calculated based on the rated capacity of the plant
and assumption of 330 days operation
Clinker Capacity Utilisation is computed as Clinker production divided by
Installed Clinker Capacity available during the year, which is pro-rated based on
Clinker Capacity Utilization
the date of commissioning. Installed Clinker Capacity is calculated based on the
rated capacity of the plant and assumption of 330 days operation
Clinker To Cement Ratio Computed as Clinker consumed divided by Cement Saleable Production
Green power consumed as
Computed as power consumed from WHRS and renewable sources as a
percentage of total power
percentage of total power consumption
consumption
Net Carbon Dioxide emission Computed as absolute Scope 1(net) plus Scope 2 emissions divided by Total
intensity (Scope 1 + Scope 2) in Cementitious Saleable Production (cement +GGBS) plus Clinker Volume Sold
India minus clinker volume purchased
Revenue from operations Revenue from operations as per Restated Financial Statements
162
 Metric Formula
Computed as Revenue from Cement Sales (INR Million) divided by Cement
Cement Realization per Tonne
Volume Sold (MMT)
Computed as Revenue from GGBS Sales (INR Million) divided by GGBS Volume
GGBS Realization per Tonne
Sold (MMT)
EBITDA is calculated as Restated profit before share of profit/(loss) from joint
EBITDA venture and tax plus Finance Costs, Depreciation and amortisation expense,
Impairment of goodwill
EBITDA per Tonne Computed as EBITDA divided by Total Volume Sold (MMT)
EBITDA Margin EBITDA Margin (%) is Computed as EBITDA divided by Total Income * 100
Operating EBITDA is calculated as Restated profit before share of profit/(loss)
from joint venture and tax minus Other Income plus Finance Costs, Depreciation
Operating EBITDA and amortisation expense, Impairment of goodwill, Deemed loss on stake dilution,
Fair value loss /(gain) arising from financial instruments (CCPS) designated as
FVTPL
Operating EBITDA per Tonne Computed as Operating EBITDA divided by Total Volume Sold (MMT)
Operating EBITDA Margin (%) is computed as Operating EBITDA divided by
Operating EBITDA Margin
Revenue from operations *100
PAT Restated profit for the year as per Restated Financial Statements
PAT Margin (%) is calculated as Restated profit for the year divided by Total
PAT Margin
Income.
Restated profit for the year plus Fair value loss /(gain) arising from financial
Adjusted PAT
instruments (CCPS) designated as FVTPL
Adjusted PAT Margin Adjusted PAT Margin (%) is calculated as Adjusted PAT divided by Total Income.
Net Debt (excluding CCPS) to
The ratio is computed as Net Debt (excluding CCPS) divided by Operating
Operating EBITDA Ratio
EBITDA
Net Debt (excluding CCPS) to Calculated as Net Debt (excluding CCPS) divided by sum of Total Equity plus
Total Equity plus CCPS CCPS
Operating ROCE is calculated as Operating EBIT as a % of Capital employed.
Operating EBIT is calculated as operating EBITDA minus depreciation and
Operating Return on Capital ammortization and impairment of goodwill. Tangible Net Worth is calculated as
Employed (RoCE) Total Equity minus goodwill minus intangible assets (existing and under
development) minus deferred tax assets plus deferred tax liabilities. Capital
employed refers to sum of Tangible Net Worth plus net debt.
Return on Equity (%) is calculated as PAT divided by Total Equity multiplied by
Return on Equity (RoE)
100.
Adjusted Return on Equity Adjusted Return on Equity (%) is calculated as Adjusted PAT divided by sum of
(Adjusted RoE) Total Equity and CCPS multiplied by 100.
Profit attributable to owners of the Company divided by weighted average number
Basic EPS
of shares (Basic EPS)
Calculated as Total Debt minus CCPS minus Cash and cash equivalents minus
Net Debt (excluding CCPS) bank balances minus Liquid Current Investments. Total Debt is computed as Non
Current Borrowings plus Current Borrowings.
Total Equity Total Equity as per Restated Financial Statements
Equity attributable to owners of the Company divided by weighted average
Net Asset value per share
number of shares considered for computing basic EPS
Raw Material Cost divided by Total Volume sold. Raw material Cost is computed
as Cost of raw material consumed plus Purchases of stock in trade plus Changes
Raw Material per Tonne
in inventories of finished goods, work-in-progress and stock-in-trade minus
Captive consumption of cement
Power & Fuel per Tonne Power & Fuel cost divided by Total Volume sold
Freight Cost per Tonne Freight and handling cost divided by Total Volume sold

Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational
and/or financial performance of our Company

In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs is not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Information. Some of these KPIs
are not defined under Ind AS and are not presented in accordance with Ind AS. These KPIs have limitations as
analytical tools. Further, these KPIs may differ from the similar information used by other companies, including
peer companies, and hence their comparability may be limited. Therefore, these metrics should not be considered
163
in isolation or construed as an alternative to Ind AS measures or as an indicator of our operating performance,
liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that it provides an
additional tool for investors to use in evaluating our operating results and trends and in comparing our financial
results with other companies in our industry because it provides consistency and comparability with past financial
performance, when taken collectively with financial measures prepared in accordance with Ind AS.

For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see sections
titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” starting on pages 250 and 495, respectively. We have described and defined the KPIs, as applicable,
in “Definitions and Abbreviations – Technical and Industry Related Terms” on page 15. Bidders are encouraged
to review the Ind AS financial measures and not to rely on any single financial or operational metric to evaluate
our business. For further details, see “Risk Factors — We track certain operational metrics and non-generally
accepted accounting principles, measures with internal systems and tools and do not independently verify such
metrics. Certain of our operational metrics are subject to inherent challenges in measurement and any real or
perceived inaccuracies in such metrics may adversely affect our business and reputation.” on page 75.

Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational
and/or financial performance of our Company

Brief explanation of the relevance of the KPIs for our business operations is set forth below. We have also
described and defined the KPIs, as applicable, in “Definitions and Abbreviations” beginning on page 2.

KPI Rationale

Operating KPIs
Represents total volume of cement products manufactured by us and which are
Cement Saleable Production
available for sale during the year/period.
Represents the total volume of GGBS manufactured by us and which is available
GGBS Saleable Production
for sale during the year/period.
Total Cementitious Saleable Production Represents the total volume of Cementitious products manufactured by us and
(cement +GGBS) which is available for sale during the year/period.
Represents the scale of our business in terms of total volume of clinker
Clinker Production
manufactured by us during the year/period.
Represents the scale of our business in terms of total volume of cement sold by us
Cement Volume Sold
during the year/period.
Represents the scale of our business in terms of total volume of GGBS sold by us
GGBS Volume Sold
during the year/period.
Represents the scale of our business in terms of total volume of clinker sold by us
Clinker Volume Sold
to third parties during the year/period.
Represents the scale of our business in terms of total volume of sale of Cementitious
Total Volume Sold
products and clinker by us during the year/period.
Represents the total volume of ready mix concrete sold by us during the
Ready mix concrete Sales volume
year/period.
Indicates the volume of cement sold by us through the trade channel and represents
Percentage of Cement Volume Sold
the mix of channels through which cement is being sold. We strive to achieve a
through Trade Channel
balanced mix of trade and non trade channels on year on year basis
Indicates our aggregate grinding capacity across all the plants operated by us as at
Installed Grinding Capacity
the last date of the year/period.
Indicates our aggregate clinker capacity across all the plants operated by us as at
Installed Clinker Capacity
the last date of the year/period.
Indicates how efficiently we are utilising our grinding plants i.e. how effectively
Grinding Capacity Utilization we are sweating our assets and also how much will be the % of asset capacity
available at our existing grinding plants to handle increase in demand.
Indicates how efficiently we are utilising our clinker plants i.e. how effectively we
Clinker Capacity Utilization are sweating our assets and also how much will be the % of asset capacity available
at our existing clinker plants to handle increase in demand.
Clinker is an important intermediary product for production of cement and its
producted from limestone - a natural resource. Clinker to Cement ratio indicates
Clinker To Cement Ratio
how effectively we are utilising the clinker products at our plants for converting it
into cementatious products which are sold to our customers

164
 KPI Rationale

Green power consumed as percentage Measures the extent to which we have been able to reduce dependence on coal
of total power based power in our operations and is used for benchmarking with peers
consumption
Net Carbon Dioxide emission intensity Net Carbon dioxide emission intensity indicates the impact of our production
(Scope 1 + Scope 2) in India activities in India on climate change and is used for benchmarking with peers
Financial KPIs
Revenue from operations represents the scale of our business as well as provides
Revenue from operations
information regarding our overall financial performance
Measures the pricing our cement products command in the market and is used for
Cement Realization per Tonne
benchmarking with peers
Measures the pricing our GGBS products command in the market and is used for
GGBS Realization per Tonne
benchmarking with peers
EBITDA provides a comprehensive view of our financial health as it considers all
EBITDA (INR Million)
sources of our income.
EBITDA per Tonne is an indicator of the operational profitability of our business
EBITDA per Tonne
and assists in tracking profitability per tonne of sales.
EBITDA Margin (%) is a financial ratio that measures our profitability as a
EBITDA Margin percentage of its total income, including both operating and non-operating gains or
losses.
Operating EBITDA provides information regarding the operational efficiency of
Operating EBITDA our business. It facilitates evaluation of year-on-year operating performance of our
business and excludes other income and non operating expenses.
Operating EBITDA per Tonne is an indicator of the operational profitability of our
Operating EBITDA per Tonne
business and assists in tracking pure play operationg profitability per tonne of sales.
Operating EBITDA Margin (%) is an indicator of the operational profitability of
Operating EBITDA Margin our business and assists in tracking the margin profile of our business, our historical
performance, and provides financial benchmarking against peers.
PAT represents the profit / loss that we make for the financial year or during a given
PAT year/ period. It provides information regarding the overall profitability of our
business.
PAT Margin (%) is an indicator of the overall profitability of our business and
PAT Margin provides the financial benchmarking against peers as well as to compare against
the historical performance of our business.
Adjusted PAT represents the profit / loss that we make for the financial year or
Adjusted PAT during a given year/ period after adjusting for accounting entries relating to fair
valuation of CCPS not linked to our performance
Adjusted PAT Margin (%) is an indicator of the overall profitability margin profile
Adjusted PAT Margin of our business after adjusting for accounting entries relating to fair valuation of
CCPS not linked to our performance.
Net Debt (excluding CCPS) to Operating EBITDA Ratio enables us to measure the
Net Debt (excluding CCPS) to
ability and extent to which we can cover our pure play debt in comparison to the
Operating EBITDA Ratio
Operating EBITDA being generated by us.
Net Debt (excluding CCPS) to Total Equity plus CCPS is a measure of the extent
Net Debt (excluding CCPS) to Total to which we can cover our pure play debt after removing the impact of instruments
Equity plus CCPS convertible into equity and represents our debt position in comparison to our equity
position. It helps evaluate our real financial leverage.
Operating Return on Capital Employed Operating Return on Capital Employed represents how efficiently we generate
(RoCE) operating earnings before interest & tax from our tangible capital employed.
Return on Equity represents how efficiently we generate profits from our
Return on Equity (RoE)
shareholders funds.
Adjusted Return on Equity (Adjusted Return on Equity represents how efficiently we generate profits from our
RoE) shareholders funds after considering the convertible instruments.
EPS (Earnings Per Share) represents the net profit generated per equity share and
Basic EPS can be used to compare our performance against our peers or to assess the value
of our shares.
Net Debt is a liquidity metric and it represents the absolute value of borrowings net
of cash and cash equivalents and bank balances and liquid current investments.
Net Debt (excluding CCPS)
Also, this helps us track the pure play borrowings position of our Company
excluding instruments convertible into equity.
Indicator of our financial standing/ position as of a certain date. It is also known as
Total Equity
Book Value or Shareholders’ Equity.
Net Asset value per share Indicator of our net worth per equity share

165
 KPI Rationale

Measures one of the key component of cost of production and directly impacts our
Raw Material per Tonne profitability. Indicates the raw material cost incurred by us for every unit of our
sales volume.
Measures one of the key component of cost of production and directly impacts our
Power & Fuel per Tonne profitability. Indicates power and fuel cost incurred by us for every unit of our sales
volume.
Measures one of the key component of cost of production and directly impacts our
Freight Cost per Tonne profitability. Indicates freight and handling cost incurred by us for every unit of our
sales volume.

166
Comparison of KPIs with our peers listed in India

Set forth below is a comparison of our KPIs with our peer group companies listed in India and operating in the same industry as our Company, whose business profile is comparable
to our business in terms of our size, scale and our business model @:
The Ramco Cements
UltraTech Cement Limited Ambuja Cements Limited## Shree Cement Limited Dalmia Bharat Limited JK Cement Limited India Cements Limited
Limited
Sr.
Particulars For For For For For For For For For For For For For
No. For FY For FY For FY For FY For FY For FY For FY For FY
FY FY FY FY FY FY FY FY FY FY FY FY FY
2024 2023 2022 2024 2024 2023 2022 2024
2023## 2022## 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022
1. Cement
Saleable
115.84 103.13 90.36 56.61 NA NA 33.98 31.21 27.69 27.37 25.60 22.41 18.27 14.57 13.11 18.18 14.87 11.09 NA 9.73 8.83
Production
(MMT)
2. GGBS
Saleable
NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Production
(MMT)
3. Total
Cementitious
Saleable
Production 115.84 103.13 90.36 56.61 NA NA 33.98 31.21 27.69 27.37 25.60 22.41 18.27 14.57 13.11 18.18 14.87 11.09 0.00 9.73 8.83
(cement
+GGBS)
(MMT)
4. Clinker
Production 80.92 74.14 67.85 NA NA NA 23.11 20.20 17.69 16.21 15.00 13.92 12.27 9.77 8.97 14.05 11.87 8.80 6.79 7.30 6.76
(MMT)
5. Cement
Volume Sold 119.04 105.71 93.99 58.04 NA NA 35.54 31.82 27.74 28.80 25.70 22.20 19.15 16.23 14.02 18.09 14.82 11.05 9.46 9.89 9.07
(MMT)
6. GGBS Volume
NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Sold (MMT)
7. Clinker
Volume Sold NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
(MMT)
8. Total Volume
119.04 105.71 93.99 58.04 NA NA 35.54 31.82 27.74 28.80 25.70 22.20 19.15 16.23 14.02 18.09 14.82 11.05 9.46 9.89 9.07
Sold (MMT)
9. Ready mix
concrete Sales
11.31 NA NA NA NA NA NA NA NA NA NA NA NA NA NA 0.02 0.03 0.03 NA NA NA
volume (Mn.
Cu M)
10. Percentage of
Cement
Volume Sold NA NA NA NA NA NA 76.00% 81.00% 79.00% NA NA NA NA NA NA NA NA NA NA NA NA
through Trade
Channel (%)
11. Installed
Grinding
148.14 134.33 121.45 78.90 NA NA 53.40 46.40 46.40 44.60 38.60 35.90 23.40 18.88 17.51 23.14 22.00 19.40 NA NA NA
Capacity
(MMTPA)
12. Installed
NA NA NA NA NA NA NA NA NA 22.60 21.70 18.90 NA NA NA 16.00 15.00 11.40 NA NA NA
Clinker

167
 The Ramco Cements
UltraTech Cement Limited Ambuja Cements Limited## Shree Cement Limited Dalmia Bharat Limited JK Cement Limited India Cements Limited
Limited
Sr.
Particulars For For For For For For For For For For For For For
No. For FY For FY For FY For FY For FY For FY For FY For FY
FY FY FY FY FY FY FY FY FY FY FY FY FY
2024 2023 2022 2024 2024 2023 2022 2024
2023## 2022## 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022
Capacity
(MMTPA)
13. Grinding
69.00 68.00 81.00 87.00 79.00 83.00 73.00 57.00
Capacity 84.00% 84.00% 77.20% 85.00% NA NA 77.00% 70.44% 63.70% 63.00% NA NA NA
% % % % % % % %
Utilization (%)
14. Clinker
91.00 88.00 80.00
Capacity NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
% % %
Utilization (%)
15. Clinker To
58.50 61.30 63.70 65.00 65.60 77.00 80.00
Cement Ratio NA NA NA 64.30% NA NA 64.66% 62.10% 63.25% 59.00% 79.30 NA NA NA
% % % % % % %
(%)
16. Green power
consumed as
percentage of 29.00 17.00 51.00 44.00 32.00 34.00 22.00 15.00
22.00% 19.27% 17.64% 19.10% NA NA 55.90% 51.10% 48.20% 33.00% NA NA NA
total power % % % % % % % %
consumption
(%)
17. Net Carbon
Dioxide
emission
intensity
(Scope 1 +
573.00 573.00 593.00 581.00 NA NA 553.00 535.00 NA 474.00 486.00 509.00 563.00 548.00 553.00 590.00 591.00 NA NA NA NA
Scope 2) in
India (Kg per
tonne of
cementitious
material)
18. Revenue from
7,09,081 6,32,399 5,25,988 3,31,596.4 2,05,209. 1,78,523 1,50,095. 1,46,910 1,35,5 1,12,8 1,15,5 97,202 79,908 93,763 81,572 60,036 51,122. 56,08 48,58
operations NA NA
.40 .80 .30 0 80 .30 60 .00 20.00 60.00 60.00 .00 .19 .50 .60 .90 40 1.40 3.50
(INR Million)
19. Cement
5,140. 4,956. 5,011. 4,969. 4,771. 5,037. 5,311. 5,259. 5,230. 5,014.
Realization per 5,330.48 5,400.40 5,004.70 5,269.39 NA NA 5,194.19 5,190.56 5,073.51 4,969.79 NA
86 31 26 70 64 66 38 69 13 26
Tonne (INR)
20. GGBS
Realization per NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Tonne (INR)
21. EBITDA (INR 1,35,855 1,11,229 1,20,221 51,148.6 34,185.8 29,540.0 24,540 25,860 22,048 14,017 16,252 16,035 12,184 13,180 1,637.6 (1,02 5,086.
75,659.10 NA NA 42,538.20
Million) .10 .30 .60 0 0 0 .00 .00 .60 .10 .82 .00 .80 .70 0 9.90) 44
22. EBITDA per 1,164. 1,151. 1,159. 1,192. (104. 560.8
1,141.26 1,052.21 1,279.09 1,303.57 NA NA 1,439.18 1,074.35 1,533.46 1,025.69 954.86 863.65 886.40 822.19 173.11
Tonne (INR) 86 36 26 82 14) 0
23. EBITDA -
17.94 22.59 18.84 14.29 19.98 17.03 14.88 21.85 10.42
Margin (%) 18.99% 17.45% 22.64% 22.04% NA NA 24.22% 18.67% 27.35% 19.69% 3.16% 1.82
% % % % % % % % %
%
24. Operating
1,29,685 1,06,198 1,15,143 45,167.4 29,595.0 26,390.0 23,280 24,260 20,598 13,143 14,824 15,645 11,855 12,900 (1,43 4,842.
EBITDA (INR 63,995.10 NA NA 37,079.30 990.20
.60 .50 .50 0 0 0 .00 .00 .00 .00 .10 .80 .50 .70 1.00) 58
Million)
25. Operating
1,092. 1,075. 1,057. 1,167. (144. 533.9
EBITDA per 1,089.43 1,004.62 1,225.06 1,102.60 NA NA 1,270.89 930.08 1,336.67 916.32 905.84 809.80 864.89 799.97 104.67
79 61 35 48 69) 1
Tonne (INR)

168
 The Ramco Cements
UltraTech Cement Limited Ambuja Cements Limited## Shree Cement Limited Dalmia Bharat Limited JK Cement Limited India Cements Limited
Limited
Sr.
Particulars For For For For For For For For For For For For For
No. For FY For FY For FY For FY For FY For FY For FY For FY
FY FY FY FY FY FY FY FY FY FY FY FY FY
2024 2023 2022 2024 2024 2023 2022 2024
2023## 2022## 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022
26. Operating -
17.18 21.50 17.82 13.52 18.55 16.69 14.53 21.49 9.97
EBITDA 18.29% 16.79% 21.89% 19.30% NA NA 22.01% 16.58% 24.70% 17.96% 1.94% 2.55
% % % % % % % % %
Margin (%) %
27. PAT (INR 70,039.6 50,734.0 73,342.6 23,961.6 12,691.4 10,790 8,450. 7,899. 4,163. 6,792. 3,564. 3,147. 8,819. (2,157. (1,69 659.8
47,380.10 NA NA 23,366.10 8,530.00
Million) 0 0 0 0 0 .00 00 30 20 11 90 50 50 60) 8.20) 0
28. PAT Margin -
14.62 1.35
(%) 9.79% 7.96% 13.81% 13.80% NA NA 11.35% 6.93% 15.02% 5.68% 7.89% 7.38% 6.75% 4.24% 8.35% 3.79% 3.84% -4.17% 3.01
% %
%
29. Adjusted PAT
NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
(INR Million)
30. Adjusted PAT
NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Margin (%)
31. Net Debt
(excluding
CCPS) to N.M.^ N.M.
0.31 0.27 0.42 N.M.^^ NA NA N.M.^^ N.M.^^ N.M.^^ 0.07 0.22 2.07 3.11 2.24 3.06 3.64 2.91 25.52 6.27
Operating ^ ^^^
EBITDA Ratio
(No. of Times)
32. Net Debt
(excluding
CCPS) to N.M.^
0.07 0.05 0.10 N.M.^^ NA NA N.M.^^ N.M.^^ N.M.^^ 0.01 0.03 0.80 0.88 0.77 0.66 0.63 0.57 0.45 0.49 0.50
Total Equity ^
plus CCPS
(No. of Times)
33. Operating
Return on -
14.46 13.72 2.77
Capital 16.68% 14.97% 17.74% 16.53% NA NA 16.60% 7.68% 17.11% 7.37% 6.96% 9.34% 9.29% 7.28% 5.68% 8.01% -1.54% 4.09
% % %
Employed %
(RoCE) (%)
34. Return on -
14.84 15.83 13.31 1.10
Equity (RoE) 11.62% 9.33% 14.54% 9.32% NA NA 11.55% 6.80% 13.34% 5.17% 6.85% 5.24% 8.97% 4.92% 4.58% -3.85% 2.91
% % % %
(%) %
35. Adjusted
Return on
Equity NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
(Adjusted
RoE) (%)
36. Basic EPS
243.05 175.63 254.64 17.99 NA NA 663.98 352.18 646.31 44.05 55.22 43.60 102.35 54.82 87.90 15.77 13.76 39.00 (7.32) (4.04) 8.98
(INR)
37. Net Debt
(excluding 40,303.8 29,145.9 48,803.2 (1,17,907. (42,109.3 (10,189. (18,017.7 5,220. (14,40 42,718 40,910 33,250 47,799 43,170 37,514 25,266. 28,70 30,35
NA NA 1,760.00
CCPS) (INR 0 0 0 80) 0) 80) 0) 00 0.00) .60 .20 .30 .10 .90 .70 60 6.90 3.31
Million)
38. Total Equity 6,02,834 5,43,801 5,04,322 5,08,459.0 2,07,440. 1,86,769 1,75,105. 1,65,070 1,57,4 1,61,3 53,216 46,396 42,906 72,414 68,680 66,253 55,992. 58,26 60,23
NA NA
(INR Million) .10 .70 .10 0 40 .60 70 .00 40.00 30.00 .40 .00 .36 .90 .60 .60 90 7.50 3.85
39. Net Asset
186.3 191.9
value per share 2,089.69 1,884.13 1,748.64 208.53 NA NA 5,737.94 5,165.19 4,839.22 874.41 833.76 858.16 694.61 606.20 559.72 317.20 300.15 289.53 NA
9 0
(INR)
40. Raw Material 991.86 912.21 841.29 845.70 NA NA 432.04 430.34 364.06 938.54 770.82 721.62 958.05 981.42 918.55 945.09 902.44 793.72 1,149.2 1,122. 922.7

169
 The Ramco Cements
UltraTech Cement Limited Ambuja Cements Limited## Shree Cement Limited Dalmia Bharat Limited JK Cement Limited India Cements Limited
Limited
Sr.
Particulars For For For For For For For For For For For For For
No. For FY For FY For FY For FY For FY For FY For FY For FY
FY FY FY FY FY FY FY FY FY FY FY FY FY
2024 2023 2022 2024 2024 2023 2022 2024
2023## 2022## 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022
per Tonne 4 65 5
(INR)
41. Power & Fuel
1,431. 1,157. 1,352. 1,579. 1,178. 1,409. 1,795. 1,256. 1,916.6 2,449.
per Tonne 1,535.90 1,749.25 1,291.34 1,397.19 NA NA 1,785.37 1,910.96 1,305.04 1,081.94 -
52 66 70 43 32 86 95 80 2 14
(INR)
42. Freight Cost
1,090. 1,060. 1,261. 1,252. 1,179. 1,079. 1,081. 1,098. 1,067.4 1,164.
per Tonne 1,334.06 1,325.24 1,246.13 1,378.47 NA NA 1,167.85 1,189.07 1,189.24 1,112.15 -
27 81 70 69 07 74 55 90 2 86
(INR)
@As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated August 16, 2024.
## Ambuja Cement's financial results for FY2023 and FY2022 are not directly comparable due to a change in the financial year from a calendar year to a fiscal year. FY2023 encompasses a 15-month period from January 2022 to March
2023, while FY2022 financials are unavailable as Ambuja Cements followed a calendar year ending December 2022. Accordingly, only figures for FY24 have been considered /presented above
& Cement Realization per Tonne (INR) for Ultratech Cement is calculated using domestic Grey Cement Sales (INR Crores) divided by domestic Grey Cement Sales Volume (MMT), Cement Realization per Tonne (INR) for JK Cement is
calculated using Grey Cement Sales (INR Crores) divided by Grey Cement Sales Volume (MMT) and further, Cement Realization per Tonne (INR) for Ramco Cement is calculated using Cement Sales (INR Crores) divided by Cement Sales Volume
(MMT)
^^ Negative figure on account of negative Net Debt (net cash position)
^^^ Negative figure on account of negative EBITDA

170
Comparison of KPIs based on material additions or dispositions to our business

Our Company has not made any material additions or dispositions to our business during the Fiscals 2024, 2023
and 2022. However, during the year ended March 31, 2023, our Company entered into a share subscription
agreement dated February 6, 2023 with Aquarius Global Fund PCC (“Investor”) and JSW Cement FZC (“SSA”).
JSW Cement FZC, which was a wholly owned subsidiary of our Company, agreed to issue and allot a maximum
of 1,005,686 equity shares of JSWCF (“Investor Shares”) equivalent to 49% of the issued and paid-up share
capital, on a fully diluted basis of JSW Cement FZC to the Investor. Pursuant to the SSA, the Investor acquired
direct holding in stages in JSW Cement FZC, thereby reducing our Company’s shareholding in JSW Cement FZC
from 100% to 85.96% by March 31, 2023 and to 55.05% by March 31, 2024 thereby converting JSW Cement
FZC from a wholly owned subsidiary of our Company to a joint venture of our Company. Thus, JSW Cement
FZC ceased to be a subsidiary of our Company from 22nd March, 2023 and was classified as a joint venture. As
a result, JSW Cement FZC is reported as a joint venture in our financial statements and is accounted under the
equity method of accounting wef 22 nd March 2023. For further information see “Management Discussion and
Analysis- Financial and Operating Metrics excluding JSW Cement FZC” on page 511.

10. Weighted average cost of acquisition, Floor Price and Cap Price

(a) Price per share of our Company based on primary/ new issue of Equity Shares or convertible
securities (excluding Equity Shares issued under employee stock option plans and issuance of
Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Draft
Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid
up share capital of our Company (calculated based on the pre-Offer capital before such
transactions and excluding employee stock options granted but not vested) in a single transaction
or multiple transactions combined together over a span of rolling 30 days. (“Primary Issuances”)

Our Company has not issued any Equity Shares or CCPS, excluding shares issued under the ESOP
Scheme, during the 18 months preceding the date of this Draft Red Herring Prospectus, where such
issuance is equal to or more that 5% of the fully diluted paid-up share capital of our Company (calculated
based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested),
in a single transaction or multiple transactions combined together over a span of rolling 30 days.

(b) Price per share of our Company based on secondary sale / acquisition of Equity Shares or
convertible securities, where our Promoters, Selling Shareholders, members of our Promoter
Group, or Shareholder(s) having the right to nominate director(s) to the Board of the our Company
are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing
of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5%
of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital
before such transactions and excluding employee stock options granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”)

There have been no secondary sale/ acquisitions of Equity Shares or any convertible securities, where
the Promoters, members of the Promoter Group, Selling Shareholders, or Shareholder(s) having the right
to nominate director(s) in the Board Of Directors of our Company are a party to the transaction (excluding
gifts), during the 18 months preceding the date of this Draft Red Herring Prospectus, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of our Company
(calculated based on the pre-Offer capital before such transaction/s and excluding employee stock
options granted but not vested), in a single transaction or multiple transactions combined together over a
span of rolling 30 days.

171
(c) Since there are no such transactions to report to under (a) and (b) above, the following are the
details basis the last five primary or secondary transactions (secondary transactions where the
Promoters, members of the Promoter Group, Selling Shareholders or Shareholder(s) having the
right to nominate Director(s) on our Board, are a party to the transaction), not older than three
years prior to the date of this Draft Red Herring Prospectus irrespective of the size of transactions:

Date of No. of Face value Nature of Total

Issue price/Transfer price Nature of
allotment/ Equity per Equity allotment/ consideration
per Equity Shares (₹) consideration
transaction Shares Share (₹) transaction (in ₹ million)
Primary issuances
July 30, 2024 32,506,692 10 50.58 ESOP Cash 1,644.19
Weighted average cost of acquisition (“WACA”) for 50.58
primary issuance (₹ per Equity Share)^
Secondary transactions
July 26, 2024 217,354 10 37.75 Transfer Cash 8.21
July 26, 2024 217,354 10 37.75 Transfer Cash 8.21
July 26, 2024 217,354 10 37.75 Transfer Cash 8.21
July 26, 2024 217,354 10 37.75 Transfer Cash 8.21
July 26, 2024 217,354 10 37.75 Transfer Cash 8.21
July 18, 2024 100,000 10 40.00 Transfer Cash 4.00
August 13, 100,000 10 40.00 Transfer Cash 4.00
2024
WACA for secondary transactions (₹ per Equity Share)^ 38.10
^ As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,pursuant to their certificate dated
August 16, 2024.

(d) The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition
based on the primary issuances and secondary transactions as disclosed below:

WACA (₹ per Equity Floor Price (i.e., ₹ Cap Price (i.e., ₹

Types of Transactions
Share)* [●])^ [●])^
A. WACA for Primary Issuances 50.58 [●] times [●] times

B. WACA for Secondary Transactions 38.10 [●] times [●] times

*As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W,pursuant to their certificate dated
August 16, 2024.
^Details have been left intentionally blank as the Floor Price and Cap Price are not available as on date of this Draft Red Herring
Prospectus. To be updated upon finalisation of the Price Band.

(e) Explanation for Offer Price/ Cap Price being [●] times of WACA of primary issuances/ secondary
transactions of Equity Shares of face value of ₹10 each (as disclosed above) along with our
Company’s KPIs and financial ratios for Fiscals 2024, 2023 and 2022:

[●]*
*To be included upon finalisation of the Price Band.

(f) Explanation for the Offer Price/Cap Price, being [●] times of weighted average cost of acquisition
of primary issuances/secondary transactions of Equity Shares (as disclosed in point 3 above) in
view of the external factors which may have influenced the pricing of the Issue:

[●]*
*To be included upon finalisation of the Price Band.

(g) The Offer Price is [●] times of the face value of the Equity Shares.

The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, on the
basis of market demand from Bidders for Equity Shares of face value of ₹10 each, as determined through
the Book Building Process, and is justified in view of the above qualitative and quantitative parameters.

172
Bidders should read the above-mentioned information along with the sections titled “Risk Factors”, “Our
Business”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 39, 250, 359 and 495, respectively, to have a more informed view. The trading
price of the Equity Shares of face value of ₹10 each could decline due to the factors mentioned in the section “Risk
Factors” on page 39 and you may lose all or part of your investments.

173
 STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO JSW CEMENT LIMITED (“THE

COMPANY”) AND THE SHAREHOLDERS OF THE COMPANY UNDER THE DIRECT AND
INDIRECT TAX LAWS IN INDIA

August 14, 2024

To
The Board of Directors
JSW Cement Limited
JSW Centre, Bandra Kurla Complex,
Bandra (East),
Mumbai, Maharashtra – 400051

Dear Sirs,

Sub: Statement of possible Special Tax Benefits available to the Company and its equity shareholders
under the direct and indirect tax laws

We refer to the proposed initial public offering of equity shares (the “Offer”) of JSW Cement Limited (the
“Company”). We enclose herewith the statement (the “Annexure”) showing the current position of special tax
benefits available to the Company and to its shareholders as per the provisions of the Indian direct and indirect
tax laws including the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods
and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and
Services Tax Act, 2017 (collectively the “GST Act”), the Customs Act, 1962 (“Customs Act”) and the Customs
Tariff Act, 1975 (“Tariff Act”) (collectively the “Taxation Laws”) including the rules, regulations, circulars and
notifications issued in connection with the Taxation Laws, as presently in force and applicable to the assessment
year 2025-2026 relevant to the financial year 2024-25 for inclusion in the Draft Red Herring Prospectus
(“DRHP”) for the proposed initial public offering of shares of the Company as required under the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR
Regulations”). The provisions of the Income Tax Act, 1961 are proposed to be amended by the Finance (No.2)
Bill, 2024 and the same would be effective only on receiving the assent of President of India. Certain key
amendments as proposed by Finance (No.2) Bill 2024 are considered, in this document.

Several of these benefits are dependent on the Company and/or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the direct and indirect taxation laws including the Income-tax Act 1961. Hence,
the ability of the Company and/or its shareholders to derive these direct and indirect tax benefits is dependent
upon their fulfilling such conditions.

The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only
intended to provide general information to guide the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing
tax laws, each investor is advised to consult their own tax consultants, with respect to the specific tax implications
arising out of their participation in the Offer particularly in view of the fact that certain recently enacted legislation
may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can
avail. We are neither suggesting nor are we advising the investors to invest or not to invest money based on this
statement.

The contents of the enclosed Annexure are based on the representations obtained from the Company and on the
basis of our understanding of the business activities and operations of the Company.

We do not express any opinion or provide any assurance whether:

• The Company and/or its Shareholders will continue to obtain these benefits in future;
• The conditions prescribed for availing the benefits have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.

This statement is provided solely for the purpose of assisting the Company in discharging its responsibilities under

174
the ICDR Regulations.

We hereby give our consent to include this report and the enclosed Annexure regarding the tax benefits available
to the Company and its shareholders in the DRHP for the proposed initial public offer of equity shares which the
Company intends to submit to the Securities and Exchange Board of India and the National Stock Exchange of
India Limited and BSE Limited (the “Stock Exchanges”) where the equity shares of the Company are proposed
to be listed, as applicable, provided that the below statement of limitation is included in the DRHP.

LIMITATIONS

Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the information, explanations and representations obtained from the Company and on the basis of our
understanding of the business activities and operations of the Company and the existing provisions of taxation
laws in force in India and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. Reliance on the statement is on the express
understanding that we do not assume responsibility towards the investors and third parties who may or may not
invest in the initial public offer relying on the statement. This statement has been prepared solely in connection
with the proposed initial public offering of equity shares of the Company under the ICDR Regulations.

For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Mehul Parekh
Partner
(Membership No. 121513)
UDIN: 24121513BKEPKU6058

Place: Mumbai
Date: August 14, 2024

175
 ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO
JSW CEMENT LIMITED (THE “COMPANY”) AND COMPANY’S SHAREHOLDERS
(“SHAREHOLDERS”)

The information provided below sets out the possible special direct and indirect tax benefits available to JSW
Cement Limited (the “Company”) and the shareholders of the Company in a summary manner only and is not a
complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of equity
shares of the Company, under the current Taxation Laws presently in force in India.

Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed under the relevant
Taxation Laws. Hence, the ability of the shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which, based on business / commercial imperatives a shareholder faces, may or may not choose to
fulfill. We do not express any opinion or provide any assurance as to whether the Company or its shareholders
will continue to obtain these benefits in future. The following overview is not exhaustive or comprehensive and
is not intended to be a substitute for professional advice.

In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to
consult their own tax consultant with respect to the specific tax implications arising out of their participation in
the issue. We are neither suggesting nor are we advising the investor to invest money or not to invest money based
on this statement.

The statement below covers only relevant special direct and indirect tax law benefits and does not cover benefits
under any other law.

The statement outlined below is based on the provisions of the Act presently in force in India. The provisions of
the Income Tax Act, 1961 are proposed to be amended by the Finance (No.2) Bill, 2024 and the same would be
effective only on receiving the assent of President of India. Certain key amendments as proposed by Finance
(No.2) Bill 2024 are considered.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO
THE TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING,
OWNING AND DISPOSING OF EQUITY SHARES IN THE SECURITIES, PARTICULARLY IN VIEW
OF THE FACT THAT CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A
DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT INTERPRETATION ON THE
BENEFITS, WHICH AN INVESTOR CAN AVAIL IN THEIR PARTICULAR SITUATION.

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY

AND SHAREHOLDERS OF THE COMPANY

I. POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY

1. Claim for Additional Depreciation under section 32(1)(iia) of the Act

The Company (being a company engaged in the business of manufacture or production of any article or
thing or in the business of generation, transmission or distribution of power) is entitled to claim additional
depreciation under section 32(1)(iia) of the Act of a sum equal to 20% of the actual cost of any new
machinery or plant (in case the asset is put to use for more than 180 days) or at the rate of 10% of the actual
cost of any new machinery or plant (in case the asset is put to use for less than 180 days) that is acquired
and installed by the Company (other than ships and aircrafts) subject to fulfillment of specified conditions
in the said section of the Act.
Provided further that no deduction shall be allowed in respect of—

A. any machinery or plant which, before its installation by the assessee, was used either within or outside
India by any other person; or

B. any machinery or plant installed in any office premises or any residential accommodation, including
accommodation in the nature of a guest-house; or

C. any office appliances or road transport vehicles; or

D. any machinery or plant, the whole of the actual cost of which is allowed as a deduction (whether by

176
 way of depreciation or otherwise) in computing the income chargeable under the head "Profits and
gains of business or profession" of any one previous year;

2. Deductions from Gross Total Income

• Deduction in respect of employment of new employees section 80JJAA of the Act

As per section 80JJAA of the Act, while computing income under the head business and profession in
case of an assessee to whom section 44AB (i.e., tax audit) applies, a deduction of an amount equal to
30% of additional employee cost incurred in the course of such business in the FY, shall be allowed for
three AYs including the AY relevant to the FY in which such employment is provided. The Company
is entitled to claim such deduction subject to fulfilment of conditions specified under section 80JJAA
of the Act. Further, where the Company wishes to claim such possible tax benefit, it shall obtain
necessary certification from Chartered Accountant on fulfillment of the conditions under the extant
provisions of the Act.

• Deduction in respect of inter-corporate dividends section 80M of the Act.

Up to 31 March 2020, any dividend paid to a shareholder by a company was liable to payment of Dividend
Distribution Tax (“DDT”) by such company, and the dividend was exempt from tax in the hands of the
recipient shareholder. Pursuant to the amendment made by the Finance Act, 2020, DDT was abolished,
and dividend received by a shareholder on or after 1 April 2020 is liable to tax in the hands of the
shareholder, other than dividend on which tax under section 115-O has been paid.

With respect to a shareholder which is a domestic company as defined in section 2(22A) of the Act, section
80M inter alia provides that where the gross total income of a domestic company in any FY includes any
income by way of dividends from any other domestic company or a foreign company or a business trust,
there shall, in accordance with and subject to the provisions of the said section, be allowed in computing
the total income of such domestic company, a deduction of an amount equal to so much of the amount of
income by way of dividends received from such other domestic company or foreign company or business
trust as does not exceed the amount of dividend distributed by it on or before the “due date”. For the
purposes of the section, “due date” means the date one month prior to the date for furnishing the income-
tax return under section 139(1) of the Act.

The Company is entitled to claim such deduction subject to fulfilment of conditions specified under
section 80M of the Act.

• Deduction in respect of donations section 80G of the Act

The Company is entitled to claim deduction in respect of any donations made to approved funds, charitable
institutions, etc. subject to satisfaction of conditions therein.

However, the deduction under section 80G of the Act is not applicable if the Company opts for
concessional tax rate under section 115BAA of the Act.

II. POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

As per section 194 of the Act, the Company is required to deduct tax at source from the amount of dividend
paid to shareholders, except in the case of certain categories of shareholders as specified in the said section
which inter alia include individual shareholders receiving dividend not exceeding INR 5,000 (in aggregate
during a FY) by any mode other than cash.

Further, as discussed above, subject to fulfillment of conditions, deduction shall be available under section
80M of the Act to domestic corporate shareholders in respect of inter-corporate dividends.

Section 112A of the Act provides for concessional rate of tax at the rate of 10% in respect of long-term capital
gains gain exceeding Rs.1,00,000 (proposed to be increased to Rs.1,25,000 by the Finance (No.2) Bill, 2024)
arising from the transfer of a long-term capital asset (i.e., capital asset held for the period of 12 months or
more) being an Equity Share in a company or a unit of an equity- oriented fund wherein Securities Transaction
Tax (‘STT’) is paid on both acquisition and transfer, without giving effect to indexation. However, the

177
Finance (No.2) Bill proposes that the rate of 10% be applicable with respect to transfer done prior to July 23,
2024. For transfer done on or after July 23, 2024, the Finance (No.2) Bill, 2024, proposes that the long term
capital gain would be taxed at the rate of 12.5% without any indexation benefits. Further, the benefit of lower
rate is extended in case STT is not paid on acquisition / allotment of equity shares through Initial Public
Offering.

Further, section 111A of the Act provides for concessional rate of tax @ 15% (proposed to be increased to
20% by Finance (No.2) Bill 2024 for transfer on or after July 23, 2024) in respect of short-term capital gains
(provided the short-term capital gains exceed the basic threshold limit of exemption, where applicable) arising
from the transfer of a short-term capital asset (i.e. capital asset held for the period of less than 12 months as
per Section 2 (42A) of the Act) being an Equity Share in a company or a unit of an equity-oriented fund
wherein STT is paid on transfer.
Finance Act, 2023 has amended section 115BAC of the Act to provide that with effect from FY 2023-24
relevant to AY 2024-25, Individuals, HUF, Association of Persons (other than a co-operative society), Body
of Individuals and Artificial Juridical Person will be taxed on its total income at the reduced tax rates (‘New
Tax Regime’) (proposed to be reduced further by Finance (No.2) Bill 2024 with some additional deductions
with effect from AY 2025-26). The income would however have to be computed without claiming prescribed
deductions or exemptions.

Such person will however have the option to be taxed on its total income as per the tax rates under the old
tax regime. The option is required to be exercised – (i) on or before the due date specified under section
139(1) of the Act for furnishing the income-tax return for such AY, in case of a person having income from
business or profession and such option once exercised shall apply to subsequent AYs; or (ii) along with the
income-tax return to be furnished under section 139(1) of the Act for every AY in case of a person not
having income from business or profession.

A person having income from business or profession who has exercised the option of shifting out of the New
Tax Regime shall not be able to exercise the option of opting back to the New Tax Regime till he has business
income. However, a person not having income from business or profession shall be able to exercise this
option every year.

Notes:
1. This statement does not discuss any tax consequences arising in a country outside India pursuant to an
investment in the shares of the Company. The shareholders in the country outside India are advised to
consult their own professional advisors regarding the possible tax consequences that apply to them in
such country outside India.

2. In respect of non-resident shareholders, the taxation and tax rates discussed above may be further subject
to any benefit available under the applicable Double Taxation Avoidance Agreement, if any, between
India and the country in which the non-resident has fiscal domicile. Applicability of DTAA benefit shall
be subject to furnishing of relevant documents/declarations viz. tax residency certificate, Form 10F, etc.
by the non-resident shareholders.

3. Surcharge is to be levied on domestic companies at the rate of 7% where the income exceeds INR 1 Crore
but does not exceed INR 10 crores and at the rate of 12% where the income exceeds INR 10 crores.
Health and Education cess @ 4% on the tax and surcharge is payable by all category of taxpayers.

178
 STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY AND SHAREHOLDERS OF THE COMPANY

The Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union
Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, the Customs
Act, 1962 and the Customs Tariff Act, 1975 (collectively referred to as “Indirect tax”).

I. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY

There are no special indirect tax benefits available to the Company.

II. SPECIAL INDIRECT TAX BENEFITS FOR SHAREHOLDERS OF THE COMPANY

There are no special indirect tax benefits available to the shareholders of the Company.

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 STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO JSW CEMENT FZC

Date: August 16, 2024

To,

The Board of Directors JM Financial Limited Axis Capital Limited

JSW Cement Limited 7th Floor, Cnergy, 1st Floor, Axis House,
JSW Centre, Appasaheb Marathe Marg, P.B. Marg, Worli,
Bandra Kurla Complex, Bandra (East), Prabhadevi, Mumbai-400 025,
Mumbai – 400051 Mumbai - 400 025 Maharashtra, India.
Maharashtra, India. Maharashtra, India.

Citigroup Global Markets India DAM Capital Advisors Limited, Goldman Sachs (India)
Private Limited One BKC, Tower C, 15th Floor, Securities Private Limited
1202, 12th Floor, First International Unit no. 1511, 951 - A, Rational House
Financial Centre Bandra Kurla Complex, Appasaheb Marathe Marg,
G-Block, C54 & 55, Bandra (East), Prabhadevi
Bandra Kurla Complex Bandra (East), Mumbai - 400051 Mumbai 400 025
Mumbai 400 098 Maharashtra, India. Maharashtra, India
Maharashtra, India
Jefferies India Private Limited Kotak Mahindra Capital Company SBI Capital Markets Limited
16th Floor, Express Towers, Limited Unit No. 1501, 15th floor, A & B
Nariman Point, 1st Floor, 27 BKC Wing, Parinee Crescenzo
Mumbai –400 021 Plot No. 27, ‘G’ Block Building, Plot C- 38, G Block,
Maharashtra, India Bandra Kurla Complex Bandra Kurla Complex
Bandra (E), Bandra (East),
Mumbai – 400051 Mumbai-400051,
Maharashtra, India. Maharashtra, India

(The aforementioned book running lead managers and any other book running lead managers appointed by the Company are
collectively referred to as the “Book Running Lead Managers” or the “BRLMs”)

Dear Sir/Madam,

Sub: Proposed initial public offering of equity shares of face value of ₹ 10 each (the “Equity Shares”) of
JSW Cement Limited (“the Company” and such offer, the “Offer”)

1. This certificate is issued in accordance with the terms of our engagement letter dated March 01, 2024.

2. We, Shah Gupta & Co., Chartered Accountants, have been informed that the Company proposes to file the
Draft Red Herring Prospectus with respect to the Offer (the “DRHP”) with the Securities and Exchange
Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively, the
“Stock Exchanges”) in accordance with the provisions of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”) and
subsequently proposes to file (i) Red Herring Prospectus with SEBI, the Stock Exchanges and the Registrar
of Companies, Maharashtra at Mumbai (“Registrar of Companies” and such Red Herring Prospectus, the
“RHP”); (ii) Prospectus with SEBI, the Stock Exchanges and the Registrar of Companies (the “Prospectus”);
and (iii) any other documents or materials to be issued in relation to the Offer (collectively with the DRHP,
RHP and Prospectus, the “Offer Documents”).

3. We hereby confirm the enclosed statement in the Annexure A prepared and issued by Material
Subsidiary/Joint Venture (“Entity”) in United Arab Emirates (“UAE”), which provides the possible special
tax benefits under direct tax and indirect taxation laws presently in force in UAE which includes Federal
Decree-Law No. (8) of 2017 on Value Added Tax, the Common Customs Law for the Arab States of the Gulf
(GCC Sates) and Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses)
(collectively the “Taxation Laws”), the amendments, rules, regulations, circulars and notifications issued
thereon, as applicable, available to the Material Subsidiary/Joint Venture (“Entity”) identified as per the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended. Several of these benefits are dependent on the Entity, as the case may be, fulfilling the
conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Entity to derive
the special tax benefits is dependent upon its fulfilling such conditions, which based on business imperatives
the Entity face in the future, the Entity may or may not choose to fulfil.

180
4. The benefits discussed in the enclosed annexure cover the possible special tax benefits available to the Entity
(although may not be exhaustive) and the preparation of the contents stated is the responsibility of the Entity’s
management. While the term ‘special tax benefits’ has not been defined under the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (‘SEBI ICDR
Regulations’), for the purpose of this statement, possible special tax benefits which could be available
dependent on the Entity fulfilling the conditions prescribed under the taxation laws are enumerated in the
statement. Any benefits under the Taxation Laws other than those specified in the statement are considered
to be general tax benefits and therefore not covered within the ambit of this statement. Further, any benefits
available under any other laws within or outside UAE, except for those specifically mentioned in the
statement, have not been examined and covered by this Statement.

5. We were informed that the Statement is only intended to provide general information to the investors and is
neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of the tax consequences and the changing taxation laws, each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the Offer,
particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent
or may have a different interpretation on the possible special tax benefits, which an investor can avail. Neither
we are suggesting nor advising the investors to invest money based on the Statement.

6. We do not express any opinion or provide any assurance as to whether:

(a) Entity will continue to obtain these benefits in future;

(b) the conditions prescribed for availing the benefits have been/would be met with; and
(c) the revenue authorities/courts will concur with the views expressed herein.

7. The contents of the enclosed statement are based on information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the
Company. We have relied upon the information and documents of the Entity being true, correct and complete
and have not audited or tested them. Our view, under no circumstances, is to be considered as an audit opinion
under any regulation or law. No assurance is given that the revenue authorities/ courts will concur with the
views expressed herein. Our Firm or any of partners or affiliates, shall not be responsible for any loss,
penalties, surcharges, interest or additional tax or any tax or non-tax, monetary or non-monetary, effects or
liabilities (consequential, indirect, punitive or incidental) before any authority / otherwise arising from the
supply of incorrect or incomplete information of the Company.

8. We have conducted our examination of the information provided by the Company in accordance with the
Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered
Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code
of Ethics issued by the Institute of Chartered Accountants of India.

9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information and Other
Assurance and Related Services Engagements.

10. This Statement is addressed to Board of Directors and issued at specific request of the Company. The enclosed
Annexure to this Statement is intended solely for your information and for inclusion in the draft red herring
prospectus, red herring prospectus, and the prospectus and any other material in connection with the Offer.
We hereby consent to the submission of this Statement as may be necessary to SEBI, the Registrar of
Companies, Maharashtra at Mumbai (“RoC”), the relevant stock exchanges, any other regulatory authority
and/or for the records to be maintained by the Book Running Lead Managers and in accordance with
applicable law.

11. We confirm that we will immediately communicate any changes in writing in the above information to the
Book Running Lead Managers based on written intimation received from the management until the date when
the Equity Shares allotted and transferred in the Offer commence trading on the relevant stock exchanges. In
the absence of any such communication from the management, Book Running Lead Managers and the legal
counsels, each to the Company and the Book Running Lead Managers, can assume that there is no change to
the above information.

12. All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to

181
 them in the Offer Documents.

Restriction on Use

13. This certificate may be relied upon by the Company, the Book Running Lead Managers, and the legal
counsels appointed by the Company and the Book Running Lead Managers in relation to the Offer. We hereby
consent to extracts of, or reference to, this certificate being used in Offer Documents. We also consent to the
submission of this certificate as may be necessary, SEBI, Stock Exchanges, Registrar of Companies and to
any regulatory authority and/or for the records to be maintained by the Book Running Lead Managers in
connection with the Offer and in accordance with applicable law.

14. This certificate has been prepared at the request of the Company solely for the purpose of the Offer and it
should not be used by any other person or for any other purpose.

Yours faithfully

For SHAH GUPTA & Co.,

Chartered Accountants
Firm Registration Number: 109574W

Vipul K Choksi
Partner: 037606
Membership No. 037606
Place: Mumbai
UDIN: 24037606BKBOTH4964

Legal Counsel to the Company as to Indian Law

Khaitan & Co.

One World Center, 10th & 13th Floors,
Tower 1C, 841 Senapati Bapat Marg,
Mumbai 400 013, Maharashtra, India

Legal Counsel to the Book Running Lead Managers as to Indian Law

Trilegal
One World Centre,
10th floor, Tower 2A & 2B,
Senapati Bapat Marg, Lower Parel
Mumbai 400 013
Maharashtra, India

Legal Counsel to the Book Running Lead Managers as to International Law

Latham & Watkins LLP

9 Raffles Place
#42 - 02 Republic Plaza
Singapore 048619

182
 Annexure A

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE MATERIAL

SUBSIDIARY / JOINT VENTURE OF JSW CEMENT LIMITED UNDER THE APPLICABLE
DIRECT AND INDIRECT TAXATION LAWS IN UAE

A. Indirect Taxation Laws:

1. Value added taxes (UAE VAT) under Federal Decree-Law No. (8) of 2017:

As per Article 50 of the UAE VAT Decree Law, a designated zone will be treated as being outside for the
state. The Cabinet Decision No. (59) of 2017 and (35) of 2018 has stated that Fujairah Free Zone is a
designated zone for the purpose of VAT. The Federal Tax Authority states that the export of goods by JSW
Cement FZC to any country outside of UAE would be construed to be out of scope from a UAE VAT
perspective.

2. The Common Customs Law for the Arab States of the Gulf (GCC Sates):

As per Article 78 of The Common Customs Law for the Arab States of the Gulf (GCC Sates), all foreign
goods of whatever kind or origin maybe brought into the free zones and taken out from them to outside the
country or to other free zones without being subject to customs duties or taxes. As JSW Cement FZC is
based out of Fujairah Free Zone, the said tax benefit is applicable to it.

B. Direct Taxation Laws:

Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses

As per Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (“CT law”), a
Free zone entity shall be taxed Corporate Tax from 0% Corporate Tax rate on its “Qualifying Income”
subject to applicable rules and regulations of CT law. The first corporate tax year shall be April 2024 to
March 2025.

However, JSW Cement FZC has made an application with the Ministry of Finance (MoF) for availing
exemption under the CT law for extractive and non-extractive natural resources business. On approval of
the said application, the provisions of 0% Corporate Tax rate on its “Qualifying Income” shall apply.

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 SECTION V – ABOUT OUR COMPANY

INDUSTRY OVERVIEW

The information in this section is derived from the report titled “Market review of cement sector”, dated August
2024 (the “CRISIL Report”), prepared by CRISIL Limited (“CRISIL”). We commissioned the CRISIL Report
for the purpose of confirming our understanding of the industry in connection with the Offer. Neither we, nor any
of the BRLMs, nor any other person connected with the Offer has verified the information in the CRISIL Report.
Further, the CRISIL Report was prepared based on publicly available information, data and statistics as of
specific dates and may no longer be current or reflect current trends. CRISIL has used various primary and
secondary sources including government sources as well as international agencies to prepare the report. The
CRISIL Report may also be based on sources that base their information on estimates, projections, forecasts and
assumptions that may prove to be incorrect. CRISIL has advised that it does not guarantee the accuracy, adequacy
or completeness of the CRISIL Report or the data therein and is not responsible for any errors or omissions or
for the results obtained from the use of CRISIL Report or the data therein. Further, the CRISIL Report is not a
recommendation to invest / disinvest in any company covered in the report. CRISIL especially states that it has
no liability whatsoever to the subscribers / users / transmitters / distributors of the CRISIL Report. Prospective
investors are advised not to unduly rely on the CRISIL Report when making their investment decision. Unless
otherwise stated Fiscal refers to the financial year ended March 31 of that year.

Indian economy review and outlook

Review and outlook of Gross Domestic Product (“GDP”) growth in India

India’s real GDP growth stood at 8.2% on-year for Fiscal 2024, higher than the 7.0% in Fiscal 2023. Despite weak
agricultural growth (1.4% in Fiscal 2024 vs 4.7% in Fiscal 2023), overall GDP growth is seen as robust, indicating
that the surge in non-agriculture sectors has more than offset the agricultural slowdown. Construction, the most
labour-intensive sector, saw strong growth in Fiscal 2024 at 9.9% vs average 4.9% growth witnessed in pre-
pandemic decade. This is attributable to infrastructure spending of the government and revival of housing.
Manufacturing too picked up (9.9% vs -2.2%), supported by lower input prices. Utilities posted a healthy growth
at 7.5% (vs 9.4%) propelled by a surge in electricity production. The Government has also released details on
saving, investment, and consumption trends in the economy until Fiscal 2023. Fiscal 2023 — the first normal year
post the pandemic — saw gross domestic savings fall to 30.2% of GDP compared with 31.2% previous year. This
was also below the pre-pandemic decadal average (Fiscal 2011-Fiscal 2020) of 32.6%. Household saving reduced
to 18.4% of GDP in Fiscal 2023 from 20.1% previous year, as their consumption normalised. While their financial
savings fell, saving in physical assets rose. Private corporate savings remains stable at ~11.2% of GDP.
Encouragingly, foreign funding increased last Fiscal, accounting for 6.1% of gross capital formation compared
with 3.7% previous year, and higher than pre-pandemic decadal average (Fiscal 2011-Fiscal 2020) of 5.7%.

Historical GDP growth and outlook

E: Estimate, F: Forecast
Source: RBI, NSO, CRISIL MI&A Research

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GDP and macroeconomic outlook

Fiscal Fiscal Fiscal Fiscal

Macro variable Rationale for outlook
2022 2023 2024 2025P
High interest rates and lower Fiscal impulse will temper
domestic demand. Net indirect tax impact on GDP is expected
Real GDP
9.69 6.99 8.15 6.80 to normalise in Fiscal 2025. Uneven growth in key trade will
(%, year-on-year)
restrict healthy export recovery. But budgetary support to
capex and rural farm incomes will support growth
Range-bound crude oil prices, high-base effect, especially in
Consumer price index
food inflation, and cooling domestic demand will help
(“CPI”)-based
5.51 6.65 5.36 4.50 moderate inflation. A non-inflationary budget that focusses on
inflation
asset-creation rather than direct cash support bodes well for
(%, year-on-year)
core inflation
Current account Support from remittances and healthy services exports will
-1.2 -2.0 -0.7 -1.0
balance/GDP (%) help keep the current account deficit (CAD) in check
Low current account deficit, and healthy foreign portfolio
₹./$ (March) 76.24 82.28 82.99 84.0 debt inflows, amid favourable domestic macro environment
will support the rupee
E: Estimate, F: Forecast, *NSO Second Advance Estimates
Source: RBI, NSO, CRISIL MI&A Research

India among Fastest-Growing Economies

India is one of the fastest-growing economies globally. With the subsiding of the pandemic, India’s
macroeconomic situation has started improving gradually. The twin deficits (current account and Fiscal) are
narrowing, and the growth-inflation mix is improving, and durably so. Also, the government has adopted an
inflation-targeting framework to provide an institutional mechanism for controlling inflation, while modernising
the banking system.

GDP Growth Outlook for Key Economies

P: Projected
*Forecast for calendar year, while for India, it is Fiscal year, i.e., 2021 = Fiscal 2022, 2022 = Fiscal 2023
Note: All forecasts refer to International Monetary Fund forecasts
Source: International Monetary Fund (April 2024 outlook), CRISIL MI&A Research

Demographics overview

Favourable demographics

As of 2020, India has one of the largest young populations in the world, with a median age of 28 years. About 85-
90% of Indians would still be below the age of 60 years by end-2031, of which, CRISIL Research estimates, 64%
of them would be between 15 and 59 years. In comparison, the US, China, and Brazil had 74%, 62% and 78%,
respectively, of their population below the age of 60.

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 India’s Demographic Dividend

Note: 2021 census yet to be conducted

Source: United Nations Department of Economic and Social affairs, CRISIL MI&A Research

Urbanisation

Urbanisation provides an impetus to housing demand in urban areas as migrants from rural areas require dwelling
units. The share of urban population in total population has been consistently rising over the years and stood at
about 35% in 2020. This trend in urbanisation has pushed the demand for houses in urban areas and, consequently,
urban housing cement demand. Nearly 40-42% of the country’s population is expected to live in urban locations
by 2030, which will drive the demand for housing in these areas. Urbanisation is one of India’s most important
economic growth drivers, as it will drive substantial investments in infrastructure development, which, in turn, is
expected to lead to job creation, development of modern consumer services and increased ability to mobilise
savings. This is expected to reach ~ 37% by 2025.

Urban Population (% of total population)

Note: P - projected
Source: Census 2011, World Urbanization Prospects 2021: The 2018 Revision (UN)

Increasing nuclearization

Nuclearisation refers to formation of multiple single families from one large joint family; each of these families
lives in separate houses while the ancestral house may be retained or partitioned to buy new houses. The average
household size of the country has come down to 4.9 in 2011, from 5.6 in 1991.

Decline in size of households to drive overall growth in consumption

Source: Census 2011, CRISIL MI&A Research

Increasing per-capita Income

Per-capita income (per-capita net national income) is estimated to have grown by 9.3% in Fiscal 2022 and further
5.7% in Fiscal 2023, compared with (8.9)% in Fiscal 2021. However, per-capita income is forecast to improve in
line with GDP growth. This will be an enabler for domestic consumption. According to International Monetary
Fund (“IMF”) estimates, India’s per-capita income (at constant prices) is expected to increase at a 5.8% CAGR

186
over calendar years 2022-27. Increasing disposable income, typically, has a positive correlation with demand for
housing units as it increases affordability and, eventually, housing cement demand.

Level in Fiscal 2024

(₹’000) Growth at constant prices (%)
Per-
capita
Current Constant Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
prices prices 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
income
184.21 106.74 6.17 6.67 6.88 5.52 5.19 2.48 -8.88 9.32 5.69 7.38
Source: MoSPI, IMF, CRISIL Research

Global Cement Industry Overview

Global cement production in 2023 stood at ~ 4.1 billion metric tonne. The production growth had remained steady
almost over the previous six years, with the highest production of 4.4 billion metric tonne recorded in 2021.

Cement production comparison — India vs China and rest of the world (RoW)

Note: India’s production data are on Fiscal year (Apr-Mar) basis and that of others on calendar year basis; Data above bars represent
total cement production by world for that particular year
Source: United States Geological Survey – Mineral Commodity Summaries, CRISIL MI&A Research

China is the largest producer of cement globally, accounting for more than half of the overall cement production.
A major portion of the cement produced in the country is consumed domestically. India comes a distant second,
accounting for 7-11% of world’s production. During 2018-2023, developing nations such as India and Vietnam
have been some of the fastest growing economies in terms of cement produced. During the period, cement
production in India logged the highest CAGR of 5.6% among the top seven cement producing countries. In 2023,
China remained the largest producer, accounting for 51% of the overall volume. The country’s production
remained in a range of 2.1-2.5 billion tonne over 2018-2023.

Share of top seven cement producing countries in global production

Production in Production in
Calendar Year Calendar Year CAGR 2018-23
Country Share (%) Share (%)
2018 (million 2023 (million (%)
tonne) tonne)
China 2,200 53.80% 2,100 50.30% -0.90%
India 335 8.20% 441 10.60% 5.60%
Vietnam 90 2.20% 110 2.60% 4.00%
United States 87 2.10% 91 2.20% 0.90%
Turkey 73 1.80% 79 1.90% 1.70%
Iran 58 1.40% 65 1.60% 2.30%
Brazil 53 1.30% 63 1.50% 3.50%
Others 1,193 29.30% 1,227 29.20% 0.50%
Total (rounded) 4,050 4,100 0.40%
Notes: India’s production data are on Fiscal year (Apr-Mar) basis and that of others on calendar year basis; US includes Puerto Rico; Others
include Indonesia, Russia, Saudi Arabia, Egypt, Japan, Korea, Mexico and the remaining countries of the world.
Source: United States Geological Survey-Mineral commodity summary, CRISIL MI&A Research

Per capita cement consumption in leading cement producing countries vis-à-vis India

India’s per capita cement consumption stands at 280-330 kg, way below the world average of 470-520 kg. China
has the highest — 1,400-1,500 pg per capita cement consumption of some of the leading cement producing
countries is as follows:

Per capita cement consumption of leading cement producing countries (2023)

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Note: The figures are CRISIL estimates, arrived at by assessing various data points from sources such as United Nations Comtrade database
(for trade data of cement), US Geological survey and world population estimates published by The World Bank; India’s production data are
on Fiscal Year (April-March) basis and that of others on calendar year basis; The US includes Puerto Rico
Source: United States Geological Survey-Mineral commodity summary, United Nations Comtrade database, The World Bank, CRISIL MI&A
Research

There is significant potential for the Indian cement industry to grow because of the country’s low per capita
consumption. Also, despite a low per capita cement consumption, the country is the second largest cement
consumer in the world.

Indian cement industry overview

Budget allocation and capital outlay across major segments

Infrastructure segment

While the overall gross budgetary capex support increased 17% in Fiscal 25 BE (budgeted estimates) over Fiscal
2024 RE (revised estimates) to ₹11.11 lakh crore, the budgetary support for 10 core infrastructure ministries
increased only 4% to ₹5.6 lakh crore. A large share of the deviation is on account of higher allocation to the
Ministry of Finance, under which the Department of Economic Affairs has been allocated ₹66,197 crore for
disbursement towards central schemes, the details of which are yet to be announced.

While growth has moderated, it is on a high base and the overall quantum of capex allocation is still high. The
moderation implies the central government’s capex is on a glide path to stabilisation. The foot is still on the pedal
after a phase of robust growth where infrastructure capex was used to pump prime the economy during the
COVID-19 years, thereby setting the stage for the private sector to step in and continue the healthy pace of capex
for the infra build-out.

Roads & Railways

The overall gross budgetary outlay for the Ministry of Road Transport and Highways doubled from ₹1.28 lakh
crore in Fiscal 2019 to ₹2.64 lakh crore in Fiscal 2024RE (revised estimates of Fiscal 2024). Against this backdrop,
the roads and highways capital expenditures for the Fiscal 2025 has witnessed a sharp moderation in growth rate
and is only higher by 3% vis-à-vis Fiscal 2024RE. Similar to the previous Fiscal, the entire allocation of ₹2.73
lakh crore would be via Gross Budget Support (“GBS”) as the Internal and Extra Budgetary Resources (“IEBR”)
limit has been completely eliminated in order to reduce the National Highways Authority of India’s (“NHAI”)
dependence on market borrowings. On the other hand, the asset monetisation target has increased from ₹10,000
crore in Fiscal 2024RE to ₹15,000 crore in Fiscal 2025BE (budgeted estimates of Fiscal 2025). To be sure, in the
nine months ended Fiscal 2024, NHAI has been able to monetise ~ ₹16,000 crore, which bodes well for the
divestment target set out for Fiscal 2025. This assumes greater significance as roads account for close to 30% of
the National Monetisation Plan (“NMP”) targets and healthy progress in monetisation of road assets is imperative
for the achievement of overall NMP targets. The budgetary allocation of ₹1.68 lakh crore towards the NHAI for
Fiscal 2025 has remained flattish vis-à-vis Fiscal 2024RE. The elimination of IEBR and minimal contribution of
cess implies that a significantly large portion of NHAI funding would be met through GBS.

Furthermore, the NHAI has been aiming to modify the build-operate-transfer (“BOT”) model with fast-tracked
clearances to award more projects, as the share of this model has dipped to negligible levels in recent years. Large
developers are also likely to be interested in BOT projects amidst dipping profitability in the hybrid annuity model
owing to competitive bidding. Notably, if successful, the shift towards the BOT model could reduce funding
burden on the ministry since 100% of the construction cost is borne by the developer in this model.

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Railway capital expenditure budgeted at ₹2.65 lakh crore is 2% higher than Fiscal 2024RE, while the GBS (Gross
budgetary support) at ₹2.52 lakh crore increased 5% over Fiscal 2024RE. Under the railway ministry, three key
economic railway corridors have been announced under the Prime Minister (“PM”) Gati Shakti initiative: (i)
energy, mineral and cement corridors, (ii) port connectivity corridors, and (iii) high-traffic density corridors. These
projects are aimed at facilitating multi-modal connectivity, thereby enhancing logistics efficiency and reducing
operational costs. Development of the three new rail corridors along with the completion and full
operationalisation of the dedicated freight corridor will improve the logistical efficiency and aid the government
in achieving its target of reducing the overall logistics cost, which currently stands at 14% of the GDP.

Additionally, 40,000 normal rail bogies would be upgraded to Vande Bharat standards to enhance safety,
convenience and comfort of passengers.

Budgeted allocation for Roads and Railways

Budgeted outlay Fiscal Revised estimates Fiscal

2025 2024 Increase/(Decrease) %
(₹ crore) (₹ crore)
Ministry of Road Transport and Highways 280,976 273,332 3%
Ministry of Railways 265,000 260,000 2%
Source: Budget documents

Metro and MRTS and Smart City Mission

The Government intends to expand metro rail and Namo Bharat to more cities with focus on rapid urbanisation.
For this, central government has allocated ₹24,932 crore for Fiscal 2025BE against ₹23,104 crore in Fiscal
2024RE (7.9% higher). As of February 2024, 874 km of metro rail is operational in the country while another 986
km is under construction. The Government launched SCM (“Smart City Mission”) on 25 June 2015 to improve
living conditions in 100 cities across India. At least one city from every state/union territory was selected under
the SCM to implement the concept of a ‘smart city’. The goal was to be accomplished by improving infrastructure
and services such as water, sanitation, energy, mobility, education and health.

To further push infrastructure spending, the government has approved a budget of ₹104,000 crore in Fiscal
2025BE for the development of over 100 smart cities. The focus is on adequate and clean water supply, sanitation,
solid waste management, efficient transportation, affordable housing for the poor, power supply, robust IT
connectivity, e-governance, safety and security of citizens, health and education. As of December 2023, a total of
6,271 projects worth ~ ₹116,300 crore have been completed and further ~ 1,688 projects are still under
development.

Budgeted outlay Fiscal Revised estimates Fiscal

2025 20204 Increase/(Decrease) %
(₹ crore) (₹ crore)
Metro & MRTS 24,932 23,104 7.91%
AMRUT and Smart Cities mission 10,400 13,200 (21.21)%
Source: Budget documents

Sagarmala

As a part of the Sagarmala programme, more than 800 projects at an estimated cost of ~ ₹5.48 lakh crore have
been identified for implementation. This programme includes logistics projects from various categories such as
modernisation of existing ports and terminals, new ports and terminals and tourism jetties, enhancement of port
connectivity, inland waterways, lighthouse tourism, industrialisation around ports, skill development, technology
centres. At an overall level, as of February 2024, 241 projects worth ₹1.22 lakh crore have been completed out of
839 identified projects worth ₹5.79 lakh crore under the scheme; 598 projects worth ₹4.57 lakh crore are under
implementation and various stages of development. Projects under Sagarmala include the Special Economic Zone
at the Jawaharlal Nehru Port Trust, Smart Industrial Port City at Deendayal Port and Paradip Port, and the Coastal
Employment Unit at the V O Chidambaranar Port.

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Investments across key infrastructure sectors:

Source: CRISIL MI&A Research

Based on an analysis of key infrastructure sectors, CRISIL Research estimates construction investment in the
infrastructure segment at ₹74-76 lakh crore between Fiscals 2025 and 2029, rising 1.6 times over spends seen in
Fiscals 2020 to 2024. The rise in investments is mainly driven by ~ 1.8x rise in investments across urban
infrastructure with more than 100% growth compared to previous five years followed by higher growth in capex
of roads and railways. The rise is in line with Government’s focus on infrastructure as visible in rising central and
state budget allocations in order to meet the infra build out outlined in the National Infrastructure Pipeline.

Housing segment

Pradhan Mantri Awas Yojana (“PMAY”) was introduced in 2015 to provide affordable housing for all by the end
of 2022. Owing to delay in completion, the timeline was revised to Fiscals 2024 and 2025 for Pradhan Mantri
Awas Yogna – Gramin (“PMAY-G”) and PMAY-Urban (“PMAY-U”), respectively. The Budget 2025
announcement to bring three crore additional houses under the ambit of PMAY over the next five years is a
positive. For one, it will reduce housing shortage in urban and rural areas. The incremental target will support
cement and building construction segments, too, as it will lead to incremental cement demand. It will also support
other allied building and construction activities.

Under the Pradhan Mantri Awas Yojana-Urban 2.0 housing, 1 crore additional houses, or ~81%, from the previous
target of ~1.2 crore houses with planned allocation of Rs 2.2 lakh crore over the next five fiscals has been
announced in Budget 2025. Within the PMAY-U 2.0, the Credit-Linked Subsidy Scheme (“CLSS”) has been
revived, with an allocation of Rs 3,000 crore towards CLSS–I, covering the economically weaker section
(“EWS”) and lower-income group (“LIG”) categories, and an allocation of ₹1,000 crore under CLSS–II for the
middle-income group (“MIG”) category. This is likely to revive interest in affordable housing, which has lately
seen a decline in construction activity, with developers increasingly shifting focus towards the premium and
luxury segments in metros, Tier I and II cities, etc.

Increase in the PMAY–Rural target by two crore houses, or ~68%, from the previous target of ~three crore houses
is also a positive. Execution under the PMAY-G scheme has been encouraging so far. Of the targeted 2.95 crore
houses, 2.62 crore have been completed as of May 2024, with as much as 70% of these having women as either
sole or joint owners.

While PMAY focused on affordable housing, thereby catering to the low-income group, the announcement of
enabling policies and regulations for efficient and transparent rental housing markets with enhanced availability
would benefit eligible middle-class households who live in rented houses, slums, chawls and other unauthorised
colonies.

The Government’s continued focus on housing is expected to provide an impetus to the real estate sector as well
as its stakeholders, such as developers, engineering, procurement and construction contractors, and allied
industries such as steel, cement, etc.

Allocations to PMAY

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 Fiscal Fiscal Fiscal
Fiscal 2023A Growth in Fiscal 2025BE
Sr no Parameters 2024BE 2024RE 2025BE
over Fiscal 2024RE (%)
(₹ crore) (₹ crore) (₹ crore) (₹ crore)
1 PMAY Urban 28,653 25,103 22,103 30,171 36%
2 PMAY Grameen 44,962 50,487 32,000 54,500 70%
Note: PMAY (G) figures include just the programme component
Source: Budget documents
Industrial segment
During the last four years, higher focus for capex was laid on household segment and infrastructural development
by the central and state governments of the country. In the future, industrial sectors* are expected to accelerate,
and investments will move to both traditional and developing sectors. At the same time, investment in
infrastructure segment is expected to maintain its momentum. Overall industrial capital expenditures grew ~ 9%
on average between Fiscals 2019 and 2023, with Fiscal 2022 and Fiscal 2023 outperforming. In absolute terms,
industrial capex averaged ₹3.9 lakh crore per annum in the period. It will likely rise to ~ ₹6.5 lakh crore on average
between Fiscals 2024 and 2028, marking an increase of ~ 1.7x on an annual basis. Growth would be facilitated
by a higher utilization rate of production capacities, strong investment prospects with new sectors and the
introduction of the production-linked incentive (“PLI”) system over the next three to four Fiscal Years.

CRISIL estimates ₹30-35 lakh crore of debt will be needed to fund capex by the private sector alone. While the
infrastructure and corporate sectors are expected to be financed primarily by the banking and corporate bond
markets, investments in emerging sectors, dominated by multinational and large Indian companies, will be
financed by the domestic and international corporate bond markets.

Fiscal Fiscal Fiscals 2019- Fiscals 2024-2028P

₹lakh crore B/A
2024E 2025P 2023 (A) (B)
Emerging (I) 0.5 70-80% 0.4 6 14.5
Semiconductors and electronics 0.3 35-40% 0.4 3 8.5
EV capex 0.2 1.2x-1.3x 0 2 NM
Battery manufacturing 0 14-16x 0 0.4 NM
Solar modules 0 30-35% 0 0.2 5.2
PLI (II) 0.5 45-50% 0.6 2 3.8
Conventional (III) 4.4 5-7% 18.6 24 1.3
Industrial total (I+II+III) 5.4 17-19% 19.6 31-33 1.7
Note: *Includes Emerging, PLI and conventional sectors from the above table
NM - not meaningful; Conventional sectors include oil and gas, steel, cement, auto (internal combustion engines) and others; E - estimates,
P - projections
Source: CRISIL MI&A Research,

Total budget allocation

% Change(Fiscal
Figures in ₹ crore Fiscal 2024RE Fiscal 2025BE
2025BE/Fiscal 2024RE)
Total Infrastructure 884,010 958,292 8%
Roads 273,332 280,976 3%
Railways 260,000 265,000 2%
Metro & Mass Rapid Transit System 23,104 24,932 8%
Atal Mission for Rejuvenation and Urban Transformation
13,200 10,400 -21%
(“AMRUT”) & Smart City Mission
PMAY-Urban 22,103 30,171 36%
PMAY-Grameen 32,000 54,500 70%
Source: Budget documents

Anticipated Capital expenditure in Cement sector over medium term

Cement Industry in India witnessed an investment of ~ ₹1137 billion in past five years (Fiscals 2020-2024E) with
regards to adding new capacities, brownfield expansions, debottlenecking and maintenance of existing plants.
With demand recovering in the past three Fiscals and increased competitive intensity, the players especially the
large ones are implementing sizeable capex over the next five years with the aim to capture the market share.
Robust demand has also bolstered the balance sheets of large players and some mid-sized players with strong
market presence, prompting them to expand capacity on the back of healthy cash accrual and credit profile.
Hence, 210-220 MTPA grinding capacities are expected to be onboarded in next five years (Fiscals 2025-2029)
with investment quantum to be around 1.4x of capital expenditure of previous five years. Industry is expected to
infuse ₹1550-1600 billion during Fiscals 2025 to 2029. Most of this capital expenditure would be incurred by the
large players. Given their strong balance sheets and high liquidity, a large part of this capital expenditure is
expected to be funded from internal accruals.

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Estimated investment in cement Industry in India

1.4X (₹ billions)
Fiscals 2020-2024E Fiscals 2025-2029
~₹1137 billion ₹1550-1600 billion

Source: CRISIL MI&A Research

Cement Demand Analysis – Pan India

Pan-India cement demand review and outlook

Cement demand review and outlook

E: Estimated F: Forecasted
Source: CRISIL MI&A Research, industry

Domestic cement demand grew at a healthy ~ 6% CAGR over Fiscal 2019 to 2024, despite pandemic-induced
slowdown, majorly led by sustained government thrust on infrastructure and affordable housing. In fact, a large
part of the growth was due to pre-election spending between Fiscals 2018 and 2019 and a healthy uptick in Fiscals
2022 and 2023, while in Fiscals 2020 and 2021, demand was weak because of pandemic-induced lockdowns. On
a low base, pan-India cement demand recovered by 8% in Fiscal 2022 and accelerated further by ~ 12% in Fiscal
2023, supported by strong demand for rural housing and infrastructure. A pre-election boost and healthy traction
from infrastructure segment led to further 11% on-year growth in Fiscal 2024.

Fiscal 2022: Cement demand in the first half of the Fiscal was impacted by the second wave of COVID-19, which
slowed the growth momentum, though pent-up demand from the first quarter helped stabilise demand in the
second quarter despite the onset of monsoon. In the third quarter, demand took an unexpected hit because of
unseasonal rains, labour unavailability due to the wedding season, sand availability issues in some states, and
onset of the festive season, translating into a decline of approximately 4% on-year. Demand recovered at a snail’s
pace in the fourth quarter, on a sequential basis, due to high construction cost of building materials. Inflation hit
commodities such as steel, aluminium and cement because of geopolitical tensions following the Russia-Ukraine
conflict, leading to supply constraints and higher prices of crude oil-derived commodities. This sharply increased
prices of building materials such as steel, cement and aggregates, discouraging construction. Thus, after growing
in double digits in the first half of the year on a low base, demand was limited to only 8% on an annualised basis
in the Fiscal.

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Fiscal 2023: Demand rose approximately 12% on-year. In the first quarter, demand logged a robust growth of
approximately 18% on-year on a low base, on a pick–up in infrastructure activities as well as strong recovery in
individual housing – both rural and urban. The second quarter witnessed some moderation sequentially on the
back of seasonal weakness, but still grew approximately 9% on-year. Further, with the monsoon receding,
inflationary pressures easing, real estate and affordable housing gaining traction, as well as pick-up in
infrastructure project execution ahead of the general elections in 2024, demand grew a healthy approximately
10% on-year in the third quarter. The last quarter registered approximately 12% on-year growth, driven by
continued traction from infra and housing projects ahead of the general elections. In fact, high construction costs,
which impacted demand in the early months, cooled off somewhat in the second half of the Fiscal. Volume was
also supported by tailwinds from strong demand for rural housing and infrastructure. The individual housing
segment, especially rural, which was expected to bear the brunt of inflation in the early months of the Fiscal, fared
well in the second half amid cooling construction costs, higher rural income owing to healthy yields, and increase
in crop prices, indirectly supporting demand growth from the rural housing segment. Infrastructure continued its
strong growth momentum, led by government spending, primarily across its flagship schemes such as PM Gati
Shakti and the National Infrastructure Pipeline.

In Fiscal 2024, the infrastructure segment had been the major demand driver, led by central government’s higher
spending on key infra sectors ahead of elections. In Fiscal 2024, central government’s capital expenditure had
been approximately 28% higher for road ministry and ~52% higher for railways compared to previous Fiscal.
Capacity expansion plans of large players in capital-intensive sectors (steel and cement), implementation of the
PLI scheme, rising warehousing spaces and return to office/hybrid model drove demand from the industrial and
commercial segments. On a high base of last Fiscal, rural housing witnessed moderate growth momentum in Fiscal
2024 due to impact of El Nino condition on agri profitability; although the rise in demand was supported by a
higher shortage of houses and the government’s push to attain a central scheme (PMAY-G) targets before
elections. Growth from urban housing was supported by traction from real estate although growth was at a slower
pace due to elevated interest rates and capital values. Also, the construction pace under PMAY-U slowed down
as the scheme nears closure and the sanctions have already surpassed targeted levels. At an overall level, the pre-
election boost to infra and housing and growth from the Industrial & Commercial (“I&C”) segment led to an
overall rise of 11% in Fiscal 2024 despite high base of previous Fiscal.

Fiscal 2025: On two consecutive healthy bases, demand growth is expected to moderate to 7-8% in Fiscal 2025.
While the infrastructure segment is expected to remain the key demand driver, a marginal rise of 4% in capex for
core infrastructure ministries for Fiscal 2025BE over Fiscal 2024RE is expected to slow down demand growth of
the segment to 9-10% in Fiscal 2025. That said, the moderation is on a high base and the overall quantum of capex
allocation is still high. The government’s focus on developing dedicated rail corridors for energy, mineral, and
cement sectors, higher budget allocation for metro (~ 7.57% higher allocation in 2025BE over 2024RE), Ude
Desh ka Aam Naagrik (“UDAN”) scheme for airports, expansion of metro rail and Namo Bharat to more cities,
ongoing NHAI and Bharatmala road projects should continue to support infrastructure demand. Demand from the
housing segment is expected to moderate to 6-7% but to be driven by the rural housing segment owing to the
expectation of healthy crop profitability on the back of above-normal monsoon predictions. Government focus on
rural housing schemes in the upcoming budget remains a key monitorable. Elevated but steady interest rates to
support urban housing growth from the real estate segment. However, lower execution under PMAY-U to restrict
growth in Fiscal 2025. Hence, demand growth for housing is likely to moderate. Further, on three consecutive
healthy bases, growth from the I&C belt is expected to slow down, however, PLI scheme, traction in commercial
real estate and rise in private investments to continue to support traction from the segment. As a result, at an
overall level demand growth is expected to moderate to a 7-8% rate in Fiscal 2025.

Over the next five years, i.e., Fiscals 2025 to 2029, CRISIL MI&A Research expects cement demand to clock a
healthy 6.5-7.5% CAGR, moderately higher than ~ 6% CAGR in the previous five years. Growth will be driven
by a raft of infrastructure investments and healthy momentum from housing segment. Initiatives undertaken by
the Government of India, such as the Bharatmala Pariyojna, Sagar Mala, the Pradhan Mantri Awaas Yojana -
Gramin, Atmanirbhar Bharat Abhiyan, Product Linked Incentive Scheme, Swachh Bharat Mission, UDAN for
airports and metro projects along with the thrust on infrastructure will drive demand growth in the medium term
for the cement industry in India. This presents a major opportunity for growth in the cement industry in India.

Player-wise sales volume (top 10 players)

Fiscals Fiscals Fiscals

MTPA Fiscal 2014 Fiscal 2019 Fiscal 2023 Fiscal 2024 2014-2024 2014-2019 2019-2024
CAGR CAGR CAGR

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 UltraTech Cement 40.4 79.3 100.1 112.8 10.82% 14.46% 7.29%
Ambuja Cement 45.0 52.7 68.0 58.0 2.57% 3.20% 1.95%
Shree Cement 14.3 25.9 31.8 35.5 9.56% 12.66% 6.54%
Dalmia Bharat 10.1 18.7 25.7 28.8 11.05% 13.09% 9.04%
Nuvoco Vistas 7.2 11.4 18.8 18.8 10.14% 9.81% 10.47%
The Ramco Cement 8.6 11.1 15.0 18.4 7.91% 5.29% 10.59%
JK Cement (India -
5.4 8.4 13.2 16.8 12.08% 9.30% 14.94%
grey cement)
JSW Cement 2.2 7.4 9.6 12.5 19.06% 27.40% 11.26%
Birla Corporation 7.4 13.8 15.8 17.8 9.22% 13.39% 5.21%
JK Lakshmi 5.6 9.7 11.4 12.0 7.91% 11.50% 4.44%
Industry 244.5 335.4 399.2 444.9 6.17% 6.53% 5.81%
Source: Company annual reports and publications
Note: Only domestic operations have been considered for UltraTech Cement. Ambuja Cements had changed its financial year end from
December 31 to March 31 in FY 2022-23. Therefore, the figure for FY 2022-23 is for 15 months and not comparable with the figures for the
12 months year ended March 31, 2024. Ambuja Cements sales volume includes sales volumes of ACC Ltd for FY14, FY19 and FY23 while
includes ACC Ltd and Sanghi Industries for FY24.

Product wise demand segmentation

The major types of cement products are: (i) Ordinary Portland cement (“OPC”), (ii) Portland Pozzolana cement
(“PPC”), and (iii) Portland slag cement (“PSC”)

Composite

1. OPC: One of the most used cements globally, OPC is a hydraulic cement which becomes water-resistant
once curing is done with water. Mostly used as construction material for building houses (structures like
beam, slabs, columns, footing, etc), bridges, pavements, and so on, it is also used for varied purposes
including the making of concrete, mortars, etc. OPC is manufactured by inter-grinding gypsum and clinker.
The key characteristics of OPC are its quick setting properties and ability to reach optimal strength quickly,
thereby increasing the speed of construction. OPC can also be blended with other mineral admixtures to
form blended cement such as PSC.

2. PPC: It is a type of Portland cement characterised by the presence of Pozzolana particles such as fly ash
and volcanic ash which is added to OPC in the ratio of 15% to 35% as specified by the Bureau of Indian
Standards (“BIS”). Due to the presence of Pozzolana particles, it becomes a cement which uses
less OPC but has greater durability and strength. Since it uses a lesser concentration of clinker, it is less
expensive and more environmentally friendly than OPC. PPC is used in the construction of marine
structures, masonry mortars, hydraulic structures, dykes, sewage pipes, dams, etc.

3. PSC: It is a blended cement created with a combination of 35-70% blast furnace slag, 25-65% clinker, and
3-5% gypsum as specified by the BIS. Slag is, essentially, a non-metallic product comprising more than
90% glass with silicates and alumino-silicates of lime. Due to its low heat of hydration, it is considered as
the best cement to be used for mass construction. It is used in the construction of all types of residential,
commercial and industrial projects, dams and other mass concrete works, water-retaining structures,
concrete roads and flyovers, etc.

4. Composite: Composite cement is a mixture of high-quality clinker, fly ash, granulated slag, and gypsum.
The typical range of these components is clinker (35% to 65%), fly ash (15% to 35%), granulated slag
(20% to 30%), and gypsum (3% to 5%). For composite cement, the BIS allows slag and fly ash to comprise
40-65% of cement mass. It reduces the carbon footprint by utilizing industrial by-products, enhances
resistance to chemical attacks and cracking, and provides better workability and long-term performance.
The use of composite cement enhances the overall quality of concrete structures, making them more
resilient and cost-effective. High strength cement, enhanced durability and sustainability, reduction of
concrete bleeding and segregation, increased safety of structures, etc are few benefits of composite cement.

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Cement-to-clinker ratio for various types of cement

Type of cement Minimum clinker requirement Cement-to-clinker ratio

OPC 95% 1.05
PPC 60% 1.67
PSC 25% 4.00
Composite 35% 2.86
Source: CRISIL MI&A Research
Note: Proportion of clinker is for the best-case scenario. For example, OPC cement must contain at least 95% clinker as per BIS norms.

Demand review and outlook by product type:

Source: Industry, CRISIL MI&A Research

The proportion of blended cement has been rising, with the share of PPC being the highest. By blending low-cost
additive fly ash or slag in the substitution of natural resources such as limestone with OPC, cement producers can
lower power, fuel and raw material costs, thereby improving their overall profitability. These cements are also
less carbon- and energy-intensive and thus help lowering cost components. The production of slag cement
(Portland Blastfurnace Cement/PSC) is concentrated in the eastern and southern regions. This is on account of a
greater number of steel plants in the region, leading to higher availability of slag since proximity to steel plant is
important for the supply of slag. The western and northern regions have a higher share of PPC compared to east
and central regions.
The blending ratio for the cement industry is estimated to have risen to 1.48 in Fiscal 2024 (based on a sample
covering ~ 70% of industry’s production) from 1.40-1.41 in Fiscal 2019, owing to rising usage of PPC, PSC and
Composite cement, where proportion of blending material is higher. The decline in share of OPC (~ 1%) has been
comparatively lower in Fiscal 2024 compared to decline in Fiscal 2023 and Fiscal 2022 (~ 2% each) majorly due
to infrastructure boost received during the year which led to higher usage of OPC cement, given it’s nature of
durability and strength. The blending ratio is expected to improve even further with players shifting to more
profitable composite cement. Since the proportion of blending material allowed in composite cement is 65% as
per BIS norms, it allows a higher share of fly-ash and slag usage as against 35% fly ash currently used in PPC
cement. While availability of slag will be limited by production of steel through the blast furnace route, fly ash is
available in abundance. The blending ratio has risen due to higher acceptance and applications of blended cement,
such as PPC, PSC and composite cement. Besides faster growth in the east, permission to use PPC in works of
state public works departments (earlier only OPC was permitted) have been driving the increase in the blending
ratio. Along with a rise in demand for PPC cement, demand for composite cement is gaining momentum, leading
players converting to composite cement production. However, slag and composite cement will be confined to
regions where steel plants are located. Being a low-cost commodity, it becomes unviable to transport it over longer
distances. With efforts by cement companies to educate customers about the advantages of slag cement in the
south, its share would gradually increase in the region.
We expect the share of blended cement to rise further in Fiscal 2025 as power and fuel costs have increased
compared to pre Russia-Ukraine crisis leading to increase in production costs compared to Fiscal 2022 levels.
Thus, players have started using differential pricing for blended and OPC cement. Further with higher focus on
environmental aspects, players will continue to push blended cement to meet emission norms targets and cut
production costs. Thus, in the long run, CRISIL Research estimates blending ratio to improve, led by a shift
towards PPC, PSC and composite cement.
Demand segmentation by end user industry

As of Fiscal 2024, the end-user sector mix in cement demand share mainly comprised housing (56-58%),
infrastructure (29-31%), and industrial/commercial (13-15%). Over the past five years, though, the share of
housing and industrial/commercial in overall cement demand declined, while the share of infrastructure increased.

195
The decline in the share of the housing sector in the cement demand pie was because of the sector buffeted by
slow economic growth, weak demand, buyer unaffordability and high inventory. However, following the
pandemic, demand for real estate, especially urban housing, rose sharply in Fiscal 2021, as work-from-home
mandate boosted demand for increased floor space, incomes stabilised, customer preference shifted to home
ownership from rental, and the cost of buying declined. Lower concretisation, rising wages, and continued traction
in rural housing demand through PMAY, especially during peak of COVID-19, led to higher share of cement
demand from rural housing (32-34%) in total cement consumption as well. Hence, overall housing share in cement
demand stood at 56-58%. The share of the infrastructure segment in cement demand has been rising over the past
decade as well, because of a surge in the Central government’s capex towards the sector. In fact, the sector’s share
in overall cement demand more than doubled to 29-31% in Fiscal 2024 from 11-13% in Fiscal 2013.

Sectoral mix

Source: CRISIL MI&A Research, industry

While share of housing segment is expected to marginally contract over the next five years (Fiscals 2025 to 2029),
it will continue to remain a key contributor, backed by a lower concretisation rate in the country (which means
high potential for cement demand growth). Even as housing will be the key volume contributor, infrastructure
will expand its share, with the government focusing on infrastructure spending through its flagship schemes, such
as PM Gati Shakti, and rising investments in roads, railways, metros, airports, and irrigation. The segment’s share
is expected to increase to 32-34% in Fiscal 2029. The Central Government’s focus on roads, railways, urban
infrastructure, and irrigation will boost infrastructure investments. On the other hand, the share of the industrial
and commercial segment is expected to remain almost at par with marginal decline to 12-14% in Fiscal 2029.
Recent government initiatives, such as the PLI scheme and Atmanirbhar Bharat, focus on multimodal logistics,
warehousing, hybrid model of working and rising capex owing to a long-term positive demand outlook are
expected to support demand from the industrial segment.

Segment-wise demand growth outlook

Note: *CAGR
Source: CRISIL MI&A Research

Segmental growth Fiscal 2024 Fiscal 2025P

Rural housing 7-8% 6.5-7.5%

Urban housing 8-9% 5.5-6.5%
Infrastructure 18-19% 9-10%
Industrial and commercial 11-12% 7-8%
Overall 11% 7-8%

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Thus, in the longer run, cement demand will be driven by the infrastructure segment, which has been key driver
in the past as well. Growth in the industrial and commercial segment is expected to be supported by Government
initiatives, such as the PLI scheme and Atmanirbhar Bharat, focus on multimodal logistics, warehousing, hybrid
model of working and rising capital expenditures.

The housing segment would continue its healthy growth trajectory, with rural housing outpacing the urban
segment on the back of a lower development base and a continued rise in the concretization of kuccha houses.
Hence, CRISIL MI&A Research expects cement demand to log a CAGR of 6.5-7.5% over the next five years,
moderately higher than the ~ 6% CAGR during the past five years driven by a raft of infrastructure investments
and healthy momentum from industrial and commercial segment.

Segmentation by modes of sales

Cement is marketed under two mechanisms: trade and non-trade.

Trade: The manufacturer directly sells cement to dealers and retailers, who sell to the end consumers. It is a more
common and stable method of vending cement since the manufacturer does not have to take the liability for
making sales pitch to the consumer directly. Also, it increases the manufacturers’ reach. The dealer gets incentives
to sell the product. Segments that fall under this mode are individual housing, PMAY-G and parts of infrastructure,
industrial-commercial as well as other housing segments.

Non-trade: Under this mechanism, the manufacturer directly sells to the consumer like a construction company
for use in a project. Here, the dealer is not involved.

Break-up of cement sales by mode of sales (As per Fiscal 2024 estimates)

Source: CRISIL MI&A Research, industry

Higher profitability in trade segment makes it more attractive

Trade is preferred by manufacturers as it fetches higher realisations. While the manufacturer has to invest in a
distribution channel, the returns are relatively higher. The difference between trade and non-trade price varies
from ₹30 to ₹60 per bag for a manufacturer. The difference in prices is based on factors such as: (i) Region:
difference between trade and non-trade is highest in the southern region, (ii) Volume: Higher the volume, higher
the difference. For large-scale projects, buyers negotiate to get better prices, (iii) Project type: For infra projects,
prices are often fixed on an ex-freight on road (“FOR”) basis. Often there is a pricing differential between trade
and non-trade FOR prices to the tune of Rs 50-100 per bag, and (iv) Relationship: The relationship between the
construction company and the cement manufacturer plays a key role in determining the quantum of discount.

In Fiscal 2024, first half witnessed healthy traction from housing segment which resulted in higher trade sales.
However, with a focus to speed up execution of infra projects during second half of the Fiscal (ahead of Lok
Sabha elections in April/May 2024), the share of non-trade segment increased sharply at an overall level. While
non-trade cement is sold at a discount, it comes with several cost advantages as well, the key being: (i) a large
part of the non-trade cement is transported in the form of bulk cement, which helps in cutting freight as well as
packaging cost, (ii) since the dealer is not involved, the company does not have to pay dealer commissions; (iii)
further, the company has to spend less in setting up a dealer network.

Despite the cost advantages, the trade segment is more attractive due to higher prices and consistency in the
business. Additionally, the scale and distribution of trade segment well offsets the margins paid to dealers. Thus,
it often leads to higher profitability. The difference in profitability in trade and non-trade segments varies from
100 basis points (“bps”) to 300 bps. However, regional dynamics as well as difference in prices and volumes can

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lower the profitability gap and in some regions make non-trade segment more profitable than trade segment.
Realisations for cement players vary depending on a wide range of factors, including channel (share of trade/ non-
trade), brand positioning and geographical market mix. Owing to high taxes on cement (the commodity is in the
highest slab of goods and services tax (“GST”)) and high freight costs, there is a wide difference between the
maximum retail price and ex-freight realisation for the industry.

Trade and non-trade prices

Price/cost ₹ per bag (trade) ₹ per bag (non-trade)

Average realisation 220-225 213-218
Packaging cost 7-10 0
Freight 55-60 40-45
Average realisation including freight 284-289 255-260
GST at 28% 78-83 70-75
Wholesaler margin 7 0
Dealer margin 9 0
Maximum retail price 383-388 328-333
Note: The prices exhibit regional as well as seasonal variations. The prices mentioned above indicate pan-India average price for Fiscal 2024
for category A players.
Source: CRISIL MI&A Research, industry
Cement bags are sold through either trade or non-trade channels (largely dependent on the customer segment —
individual housing, infrastructure, commercial and industrial) and the prices vary accordingly. Owing to orders
of higher quantity, non-trade customers are usually able to get discounts of ₹30-60 per bag on trade prices. The
realisations from government orders are typically even lower since procurement is undertaken via bidding. For
large-scale government projects, the prices are usually calculated on a FOR basis and are often ₹60-80 lower per
bag than trade prices. In trade channel, dealer and wholesaler margins are the highest — at ₹8-10 per bag — in
the eastern region due to heightened competition. In other regions, they are typically ₹6-8 per bag. Moreover,
when new players set up capacities or enter new markets, they increase dealer margins to ₹10-15 per bag to
penetrate the market quickly and gain market share. Dealer discounts, freight cost reduction and bidding values
determine the difference between trade and non-trade prices. These vary significantly across players and regions.

Cement Supply Analysis – Pan India

Pan-India supply review

Historical capacity additions and capacity utilisation trend

Source: CRISIL MI&A Research

Player-wise capacity growth

The Indian cement industry is highly fragmented and competitive, with the presence of a few large players and
several medium and small players. Large and mid-sized players have used both organic and inorganic routes to
grow. While UltraTech Cement has undertaken the maximum capacity additions in absolute terms, other large
players such as Dalmia Bharat and Shree Cement have added capacity aggressively as well.

Among the mid-sized players, JK Cement, JK Lakshmi, JSW Cement and Ramco Cements have undertaken
healthy capacity growth, led by organic expansion to newer regions. JSW cement has achieved highest CAGR

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growth amongst the top 10 players in terms of installed capacity in the past 10 years spanning from Fiscal 2014
to Fiscal 2024.

Player-wise installed grinding capacity (top 10 players)

Fiscals Fiscals Fiscals

Fiscal Fiscal Fiscal Fiscal
MTPA 2014-2024 2014-2019 2019-2024
2014 2019 2023 2024
CAGR CAGR CAGR
UltraTech Cement 54.0 109.4 127.0 140.8 10.06% 15.17% 5.18%
Ambuja Cement 58.5 63.1 67.5 78.9 3.04% 1.53% 4.57%
Shree Cement 17.5 37.9 46.4 53.4 11.80% 16.71% 7.10%
Dalmia Bharat 22.8 26.5 38.6 44.6 6.94% 3.05% 10.97%
Nuvoco Vistas 11.0 11.8 23.6 25.0 8.56% 1.41% 16.20%
The Ramco Cement 15.5 16.7 22.0 22.9 3.98% 1.50% 6.52%
JK Cement (India - grey cement) 7.5 10.5 20.7 22.3 11.46% 6.96% 16.15%
JSW Cement 5.5 12.8 16.6 20.6 14.14% 18.40% 9.98%
Birla Corporation 8.5 15.4 19.3 20.0 8.93% 12.62% 5.37%
JK Lakshmi 7.7 12.5 14.0 16.5 7.92% 10.18% 5.71%
Industry 395.0 497.0 594.0 637.0 4.89% 4.70% 5.09%
Source: Company annual reports and publications
Note: Only domestic operations have been considered for UltraTech Cement and Shree Cement. The company-wise installed base is mentioned
and includes capacity additions through expansion, de-bottlenecking and reclassification. Fiscal 2024 Capacity of Ultratech excludes cement
capacity of Kesoram Industries. Ambuja Cements capacity includes cement capacity of ACC Ltd and Sanghi Industries. Year of commissioning
of upcoming additions is as per CRISIL MI&A Research estimates.

Trend in share of top five players

Capacity in million tonnes Fiscal 2014 Fiscal 2019 Fiscal 2023 Fiscal 2024
Ultratech cement 54.0 109.4 127 140.8
Ambuja Cement 28.0 29.7 31.5
78.9*
ACC Ltd 30.5 33.4 36.1
Shree cement 17.5 37.9 46.4 53.4
Dalmia Bharat Ltd. 22.8 26.5 38.6 44.6
Nuvoco Vistas - - - 25.0
Share of top five players 39% 45% 47% 54%
Source: Company annual reports and publications
Note: Only Domestic operations have been considered for UltraTech Cement and Shree Cement. Prior to Fiscal 2024, ACC ltd, Ambuja
cements, Ultratech Cement, Dalmia Bharat Ltd. and Shree Cement considered in top 5 players; Top 5 players share of 47% till Fiscal 2023
does not include Nuvoco Vistas. In Fiscal 2024, Nuvoco vistas included in top five;
*In Fiscal 2024, Ambuja Cements and ACC Ltd capacity of 78.9 MTPA includes cement capacity of Sanghi Industries.

Pan-India supply outlook

Installed capacity and utilisation rates outlook

Note: Capacities include announcements of capacity addition plans during Fiscals 2024-2028
Source: CRISIL MI&A Research, company reports

CRISIL MI&A Research projects the cement industry to add 210-220 MTPA of grinding capacities between
Fiscals 2025 and 2029. The industry added ~34 million tonnes of grinding capacity in Fiscal 2022. However,
higher input costs in the form of elevated power and fuel prices in early Fiscal 2023 dented profitability, leading

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to lower cash flows and capex slowdown. Hence, relatively lower capacity of ~24 million tonnes was added in
Fiscal 2023. With rebound in profitability and higher cash accruals in Fiscal 2024, players further added ~43
million tonnes during the year.

In Fiscal 2025, CRISIL MI&A Research expects the operating rates of cement players to marginally lower to 70-
72%, after having risen to ~72% in Fiscal 2024. Utilisation levels improved in Fiscal 2024 from ~69% in Fiscal
2023 and ~65% in Fiscal 2022, amidst a healthy demand uptick. Utilisation levels breached 70% mark for the first
time in past decade. Higher utilisation levels were supported by strong tailwind of higher demand from housing
and infra segment despite capacity additions of ~43 million tonnes during Fiscal 2024. However, with expected
moderation in demand growth on account of post election slowdown coupled with 43-45 million tonnes of
capacity additions in Fiscal 2025, operating rates are expected to slightly lower but still remain healthy at 70-72%
level. That said, improving demand expectations in the medium term and efforts to gain higher market share
has triggered a wave of new-capacity announcements, especially by large players. Despite higher supply, rising
demand to support operating rates and elevate to 74-76% in the coming five Fiscals. In Fiscal 2024, the installed
capacity totalled ~637 MTPA. Assuming 210-220 million tonnes of capacity additions, the total installed capacity
is projected at 850-860 MTPA by Fiscal 2028.

Capacity addition breakup by size of players

CRISIL Research expects bulk of the capacities (~95%) up to Fiscal 2029 to be added by large and mid-size
players. We believe large companies will be able to fund capex through internal accruals. Also, their comfortable
gearing levels give them the financial flexibility to raise debt, if required.

Large players to account for around 65-67% of total capacity addition in the next five years

Note: Large (capacity ≥ 25 MTPA); medium (capacity: 8-24 MTPA); small (capacity: <8 MTPA)
Source: CRISIL MI&A Research

Consolidation trend in Industry

Over the past five years, the sector has witnessed an unparalleled surge in mergers and acquisitions, resulting in
the transfer of 106-108 MTPA of capacity, of which 95-97 MTPA have been acquired by large players1. On the
other hand, large players have installed only 51-53 MTPA of capacities via organic route. Companies have been
preferring inorganic way of expansion rather than organic route due to the lengthy gestation period involved in
setting up new plants, which can take three to four years. Additionally, it makes it simple to enter an established
market, expanding their geographic reach. Inorganic approach to expansion eliminates the entire hassle of finding
the site, purchasing land, and delays in regulatory approvals. The top five players have been gaining market share
over the last five years through various acquisitions.

Limestone mine auctions and bidding trend

The growth of the cement industry is contingent on the availability of limestone — the key raw material,
accounting for almost 85% of the total raw material cost. It is also used in iron and steel, chemical, sugar, glass,
fertiliser and paper industries. About 97% of the limestone produced in India is cement-grade, ~2% chemical, and
~1% iron, steel and other grades.
The Indian mining sector is governed by the Mines and Minerals (Development and Regulation) Act, 1957,
(“MMDR Act”). It specifies the process and requirements for obtaining and granting mining leases for mining
operations. After an amendment to the MMDR Act in 2015, limestone mining costs surged since auctions were

1 Note: Large (capacity ≥ 25 MTPA); medium (capacity: 8-24 MTPA); small (capacity: <8 MTPA)

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made compulsory for allocation of new blocks. This made mining costs higher on the back of premiums and
incremental royalty (royalty increased from ₹72 per tonne to ₹90 per tonne). Another amendment in 2016 stated
transfer of the mining lease of captive mines from the transferor to transferee would require an additional transfer
fee to be paid to the state government above the royalty amount. Transfer charges payable by the transferee are to
be an amount equal to 80% of the royalty paid. The additional transfer fees were considered one of the major
hurdles in the merger and acquisition process. This amendment pushed up limestone prices ~7% in Fiscal 2016 to
above ₹500 per ton. Of the various amendments to the MMDR Act, removal of the fee in the transfer of mining
leases was a key positive for the cement industry. MMDR Amendment Bill, 2021, revoked the additional transfer
fee to make the transfer simpler. It aimed to enable the transfer of mining leases with bad assets to a new lessee.
The existing acquisitions also benefitted from the amendment as they do not have to pay the incremental transfer
charges for mining limestone from acquired mines. The amendment helped limit the rise in raw material cost to
~10% in Fiscal 2022, after it declined ~3% in Fiscal 2021, due to higher premiums, incremental royalties and
higher mining costs.

Distribution of limestone reserves

India has huge reserves of cement grade limestone estimated at about 227 billion tonnes as per Indian Minerals
Yearbook 2021. Of this, around 19 billion tonnes is of “proved” grade and 208 billion tonnes of “possible”
grade. Cement grade limestone reserves are found in 24 states and 3 union territories (UT) but its distribution is
not uniform. About ~93% of the total proven reserves are concentrated in 10 states - Andhra Pradesh and
Telangana, Rajasthan, Karnataka, Himachal Pradesh, Gujarat, Meghalaya, Chhattisgarh, Madhya Pradesh and
Maharashtra. Rajasthan is the leading producing State accounting for (22%) of the total production of limestone,
followed by Madhya Pradesh & Andhra Pradesh (13% each), Chhattisgarh (11%), Karnataka (10%), Telangana
(7%), Gujarat (6%), Tamil Nadu (5%) and the remaining 13% was contributed by Himachal Pradesh, Maharashtra,
Meghalaya, Odisha and Uttar Pradesh. Environmental rules and regulations restrict the exploitation of resources.
The total reserves of cement grade limestone are not fully utilised to manufacture cement due to constraints such
as inaccessibility of some deposits in hilly terrain, environmental regulations, etc.

Availability of limestone reserves for future requirements is a concern as 30% of reserves fall under forests and
other regulated areas unavailable for cement manufacture. Another 7.5% of limestone bearing area falls in the
Coastal Regulation Zone.

Capacity overview of top listed players

Player name Grinding capacity (MTPA) Clinker capacity (MTPA)

Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2023
UltraTech Cement Ltd 114.5 126.5 140.8 NA
Shree Cement Ltd 46.4 46.4 53.4 29.6
Dalmia Bharat group 35.86 38.6 44.6 21.7
ACC Ltd 36.11 36.1 38.9 NA
Ambuja Cements Ltd 31.45 31.5 37.5 NA
Nuvoco Vistas 23.63 23.6 25 NA
The Ramco Cements Ltd 19.4 20.9 22.9 15
J K Cement Ltd 14.7 20.7 22.2 NA
Note – Clinker Capacity for Fiscal 2023 is not available (NA) for the companies: Ultra Tech Cement Ltd., ACC Ltd., Ambuja Cements Ltd.,
Nuvoco Vistas and JK Cement Ltd.
Source: Industry, CRISIL MI&A Research

Both organic and inorganic growth paths have been used by large and midsized companies. In absolute terms,
other large players such as Dalmia Bharat and Shree Cement have also added capacity significantly over the period
of Fiscal 2022 to Fiscal 2024, while UltraTech Cement has increased its capacity to the highest when compared
to its competition. Mid-sized players such as JK Cement and Ramco Cement have undergone healthy capacity
growth, led by organic expansion to new regions.

Region-wise capacity

Region Installed capacity (In million tonnes), Fiscal 2023 Installed capacity (million tonnes), Fiscal 2028P
North 112 143-148
Northeast 14 17-22
East 114 178-180
West 81 105-110

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 Region Installed capacity (In million tonnes), Fiscal 2023 Installed capacity (million tonnes), Fiscal 2028P
South 191 234-239
Central 83 117-122
Total 595 800-810
Note – P: Projected
Source: CRISIL MI&A Research

In terms of total installed capacity in Fiscal 2023, the southern region topped with a share of 32%, followed by
the northern and eastern regions with a share of 18-20% each and the western and central regions with 13-14%
each.

Regional demand, supply and utilisation

Region-wise cement demand review and outlook

Over the past five years (Fiscals 2020-2024), the eastern region (Odisha, Bihar and West Bengal), followed by
the central region (Uttar Pradesh and Madhya Pradesh) saw strong demand growth, led by a surge in infrastructure
construction and rural housing. Moreover, the eastern region witnessed the highest growth since it was less
affected by COVID-19-led demand disruptions as it is a rural concentrated region. Overall, cement demand logged
a healthy CAGR of ~6% over the five-year period, mainly dragged down by the economic slowdown in Fiscal
2020 and COVID-19 disruptions in Fiscal 2021.
Regional cement demand trend

Source: CRISIL MI&A Research

CRISIL MI&A Research expects cement demand to increase at a healthy 6.5-7.5% CAGR between Fiscals 2025
and 2029.

During this period, the eastern and central regions, which have a higher housing shortage and a lower base in
terms of per capita cement consumption, are expected to exhibit robust growth, followed by the north and south.
Demand in the southern region will be supported by real estate and urban housing projects, and road and irrigation
infrastructure projects. Central vistas project, metro projects in Delhi and Gurgaon will continue to support
demand in the north. The western region is expected to witness moderate growth but likely to grow at a faster rate
compared with the previous five Fiscals. This region has high-budget infrastructure projects under execution
(Mumbai-Ahmedabad bullet train, multiple expressways and metro projects in Mumbai) but already has the
highest per capita cement consumption, which will limit the demand growth potential.

Eastern (including north-east) and central regions to outperform others in the long term

Continuing the past decade’s trend, the eastern and central regions will continue to drive cement demand in India
in the medium term, led by the government’s thrust on infrastructure and housing, coupled with a low base of
development. Per capita income and per capita cement consumption in these two regions are well-below pan-
India numbers, thereby providing significant potential upside. Though the northern, western and southern regions
comprise the more industrialised states, demand growth has been relatively low in the past; they are expected to
continue lagging the other two regions in the future as well.

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Further, the eastern and central regions account for over a third of the rural housing shortage, according to the
2011 census. Although the shortage has lessened over the years on the back of central and state government
schemes such as PMAY-G and Biju Pucca Ghar Yojana in Odisha, it remains high.

Region-wise per capita income vs per capita cement consumption

Source: CRISIL MI&A Research, Ministry of Statistics and Programme Implementation (MoSPI), 2011 Census

North: Demand outlook to marginally improve in longer term

Review (Fiscal 2020-2024): Infrastructure projects and affordable housing helped cement demand log 5.5-6.5%
CAGR in the northern region over Fiscals 2020-2024. Demand from metro projects in and around the National
Capital Region (“NCR”) and construction by the NHAI and border roads in Rajasthan continued to support
demand during the period. The projects included the dedicated freight corridor (“DFC”) in Haryana; metro
projects in Delhi and Gurgaon; smart-city-related development in Delhi, Rajasthan and Haryana; and several road
and highway projects. In addition, affordable housing continued to support demand growth.

Outlook (Fiscal 2025-2029): CRISIL Research estimates growth to moderate in Fiscal 2025 to 7-8% on two
consecutive high base. Also, impact of heat wave during the first quarter to limit demand growth. Various
infrastructure projects -- roads, metros, DFC, etc. will support growth in the region in this Fiscal along with
traction from real estate. Over Fiscals 2025-2029, CRISIL Research expects cement demand in the region to log
a 6-7% CAGR growth. Key infrastructure projects in the region such as metro projects in Delhi, Gurugram
(Gurugram-Alwar metro); smart-city-related development in Delhi, Rajasthan (Jaipur and Udaipur) and Faridabad
(Haryana); several road and highway projects, etc., will drive cement demand in the region. Real estate
development in key existing and emerging pockets will gradually support demand as well. However, demand for
housing in the region is expected to remain moderate on account of low levels of housing shortage and higher
levels of pucca/ concrete houses.

Fiscals Fiscal Fiscals

Region Housing Infrastructure Commercial/industrial Fiscal 2024
2020-2024 2025P 2025-2029P
North 5.5-6.5% 12% 7-8% 6-7%
Source: CRISIL MI&A Research, industry
West: Infrastructure and real estate to support demand growth

Review: Cement demand growth witnessed a modest CAGR of 4.5-5.5% over the past five years, owing to
swaying demand and the pandemic’s impact in Fiscal 2021. After a healthy uptick in Fiscal 19, the growth
declined in Fiscal 2020 owing to the high base and floods that affected rural areas and infrastructure construction,
reducing demand in Maharashtra and Gujarat. In Fiscal 2021, demand declined a further 1-3% since the region
was the hardest hit by the first wave of COVID-19. In Fiscals 2022 and 2023, the region witnessed recovery on a
low base of two consecutive years and due to a pickup in real estate after a reduction in stamp duty, low interest
rates, customer preference for individual homes, and pickup in infrastructure projects. In Fiscal 2024, demand
grew further by ~12% even after rebounding sharply in the two previous Fiscal years largely led by urban housing
and real estate pickup.

Outlook: Demand growth to moderate in Fiscal 2025 to 6.5-7.5% in anticipation of temporary slow-down in
funding for infra projects post Lok Sabha elections. However, healthy traction expected from infra and housing
projects in Maharashtra ahead of state elections in Dec 2024. In the longer run, CRISIL Research expects cement
demand in the west to log a 5.5-6.5% CAGR over the forecast period, higher than the growth seen in the previous

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five years. Development of infrastructure, such as urban infrastructure projects (metros, expressways, national
highways), state roads in Gujarat, the Mumbai-Ahmedabad bullet train, multiple expressways and healthy traction
in demand for real estate and urban affordable housing to support demand in the region.

Fiscals Fiscal Fiscals

Region Housing Infrastructure Commercial/industrial Fiscal 2024
2020-2024 2025P 2025-2029P
West 4.5-5.5% 13% 6.5-7.5% 5.5-6.5%
Source: CRISIL MI&A Research, industry
East: Social infrastructure and housing development to boost demand

Review: With 6-7% CAGR during Fiscals 2020-2024, cement demand in the eastern region (along with central
region) outpaced that in most other regions. State governments’ focus on development in the region and the low-
base effect (east is one of the lowest cement-consuming regions in the country) drove the growth. The demand
picked up during the period, driven by healthy growth in affordable housing under the PMAY-G, strong rural
demand, smart city-related construction, and Individual House Building (“IHB”). However, some slowdown was
witnessed in Fiscals 2020 and 2021 on the back of demand destruction in Odisha due to cyclone Fani and a
slowdown in construction in Bihar and Jharkhand due to an acute water shortage. After continued slowdown
during Fiscal 2022 as well, demand rebounded sharply in Fiscal 2023 largely propelled by traction under rural
housing, specially under PMAY-G. Rural housing remains the key demand driver in the region amid a higher
housing shortage. Although, Fiscal 2024 witnessed relatively lower demand growth owing to sand and aggregate
availability issue as well as funding issue in West Bengal and Bihar during second half of the Fiscal.

Outlook: In Fiscal 2025, growth is expected to moderate but still remain higher than other regions at 7.5-8.5% in
line with post-election moderation in demand. Also, moderate slowdown expected post assembly elections in
Odisha during the first quarter of Fiscal 2025 which will limit further demand uptick. In the longer run, rural
housing (IHB and PMAY-G) and infrastructure (roads and railways) development should propel healthy cement
demand during Fiscals 2025-2029. Demand in this region is expected to log 8-9% CAGR during the period. With
the lowest per capita cement consumption in the country and a 30-35 million housing shortage identified in the
region, CRISIL MI&A Research expects demand for cement to remain healthy in the long term. Further, an uptick
in infrastructure investments is also expected via key projects, such as metro development in Kolkata, Patna and
Ranchi, smart-city-related development in Odisha (Bhubaneswar), West Bengal (Newtown Kolkata), Jharkhand
(Ranchi), Bihar (Bhagalpur), and Chhattisgarh (Raipur); and several other road and highway projects. Industrial
demand is also expected to be healthy on the back of investments by the government and private players in the
railways, power, cement and steel sectors.

Fiscals Fiscals
Region Housing Infrastructure Commercial/industrial Fiscal 2024 Fiscal 2025P
2020-2024 2025-2029P
East 6-7% 9% 7.5-8.5% 8-9%
Source: CRISIL MI&A Research, industry
North-east: Weak infrastructural base to pave way for healthy demand growth

Review: In previous five years, cement demand in the region grew at a healthy 7.5-8.5% CAGR, marginally higher
than eastern region. Demand growth accelerated in Fiscal 2018 and Fiscal 2019, driven by the central
Government’s greater focus on infrastructure development. Although, growth moderated in Fiscal 2020 and 2021,
impacted by the pandemic as well as weak government spending. However, on a low base, demand picked up in
Fiscal 2022, driven by traction from infrastructure projects and rural housing. Further, a pre-election boost spurred
healthy growth in Fiscal 2023, with higher demand from the infrastructure segment followed by housing.
Completion of several road and rail connectivity projects (Bogibeel with linking lines between Dibrugarh, North
and South Bank line, Agartala – Sabroom, New Maynaguri – Jogighopa line) in the past years have supported
demand growth in the region. Demand further grew by ~10.5% in Fiscal 2024, driven by a healthy pace in first
half of the Fiscal ahead of state elections in Mizoram, AP and Sikkim.

Outlook: CRISIL MI&A Research estimates demand momentum to slow in Fiscal 2025 on two consecutive
healthy base. In the long run, CRISIL MI&A Research expects demand growth to remain healthy with similar
momentum at 7.5-8.5% CAGR on a high base with various infrastructure projects under construction (new
greenfield airport projects in Arunachal Pradesh, Dibrugarh, Guwahati, road projects of Dimapur-Kohima Road
in Nagaland, four-laning of Nagaon bypass to Holongi in Arunachal Pradesh, two-lane highway from Bagrakote
to Pakyong in Sikkim, etc). Also, rising need of concretisation will support growth from the rural housing segment
in the medium to long term.

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 Fiscals Fiscal Fiscals
Region Housing Infrastructure Commercial/industrial Fiscal 2024
2020-2024 2025P 2024-2028P
North east 7.5-8.5% 10.5% 7-8% 7.5-8.5%
Source: CRISIL MI&A Research, industry
Central: Housing and infrastructure development to drive healthy growth

Review: Over the five-year period, cement demand logged a strong 6-7% CAGR in the region. Demand growth
remained healthy in Fiscal 19, however, the region witnessed a slowdown during Fiscals 2020 and 2021 on
account of previous two healthy base, water scarcity in Bundelkhand and flooding in MP. Although, in Fiscals
2022 and 2023 pre-election spending in Uttar Pradesh with a slew of infrastructure projects under execution,
majorly roads, airports, and metro, supported the demand revival in the region and grew at a healthy rate. In Fiscal
2024 demand witnessed another year of healthy growth owing to infrastructure construction, a pick-up in urban
housing development in Uttar Pradesh and healthy rural housing demand in Madhya Pradesh.

Outlook: On two consecutive healthy bases, demand growth is expected to moderate to 6.5-7.5% in Fiscal 2025.
Expected fund diversion during elections will cause temporary slowdown of infra projects in the next Fiscal
leading to moderation. Also, lower budgeted state spending for the year in MP will limit growth. During Fiscals
2025-2029, cement demand in the region is expected to log healthy 7-8% CAGR, moderately higher than growth
seen in the previous five years. Key infrastructure projects in the region, such as metro projects in Bhopal, Meerut,
Agra and Indore; smart-city-related development in Madhya Pradesh (Bhopal, Indore and Jabalpur) and Uttar
Pradesh (Lucknow); road and highway projects; irrigation projects and the waterway project across Varanasi-
Haldia will back cement demand. Further, housing demand in the new emerging pockets of Meerut (after metro
linkage to the NCR) and Aligarh, and development in the key centres of Indore, Bhopal and Noida will continue
to boost demand.

Fiscals Fiscal Fiscals

Region Housing Infrastructure Commercial/industrial Fiscal 2024
2020-2024 2025P 2025-2029P
Central 6-7% 12% 6.5-7.5% 7-8%
Source: CRISIL MI&A Research, industry
South: Demand to grow led by infrastructure projects

Review: The southern region clocked in CAGR of 4.5-5.5% during the past five years. The region was most
severely impacted during Fiscals 2020 and 2021 amidst disruptions in demand due to general and assembly
elections, the cancellation of several awarded projects, the stalling of construction work in Amaravati and stricter
lockdowns and related labour and supply-chain disruptions due to Covid-19 leading to a sharp decline. Going
forward, demand recovery was faster in Andhra Pradesh and Telangana led by government spending on housing
and infrastructure projects. In Fiscals 2022 and 2023, the demand rose sharply on a low base, driven by a pickup
in infrastructure execution and housing projects across southern states. In Fiscal 2024, growth momentum
continued its healthy pace led by traction from infrastructure project executions, primarily roads, expressways,
metros, etc.

Outlook: In Fiscal 2025, growth is expected to moderate to 7-8% on two consecutive healthy base. Over Fiscals
2025-2029, the demand in the region is expected to log a 6-7% CAGR. States with poor growth in the past, such
as Tamil Nadu and Karnataka, are expected to witness an upward bias on the back of growth in the state
infrastructure segment. Expressways, such as Chennai-Tiruchirapalli expressway, Namma Metro construction in
Bengaluru, Kochi metro, irrigation projects, etc, would drive incremental cement demand during the next five
years.

Fiscals Fiscal Fiscals

Region Housing Infrastructure Commercial/industrial Fiscal 2024
2020-2024 2025P 2025-2029P
South 4.5-5.5% 12.5% 7-8% 6-7%
Source: CRISIL MI&A Research, industry

Growth drivers of high potential states

Cement demand: Review and outlook
Demand, Fiscal Demand, Fiscal CAGR Fiscals 2024- Growth
States
2024 2029P 2029P potential
Andhra Pradesh & Telangana 41-43 56.2-61.7 6-8% Medium
Tamil Nadu 27-29 38.4-42.1 6.5-8.5% Medium-High
Karnataka 23-25 31.4-34.5 5.5-7.5% Medium

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 Demand, Fiscal Demand, Fiscal CAGR Fiscals 2024- Growth
States
2024 2029P 2029P potential
Kerala 10-12 12.8-14 3-5% Low
West Bengal 26-28 37.9-41.5 7-9% High
Odisha 18-20 26.6-29.2 7-9% High
Goa 0.5-2.5 1.9-2.1 4.5-6.5% Medium
Maharashtra 47-49 64.2-70.5 6-8% Medium
Note: Growth classification – high >7%, medium 5-7%, and low <5%; P: projected
Source: CRISIL MI&A Research

In Fiscal 2024, demand was the highest from Maharashtra, followed by Andra Pradesh and Telangana. In
Maharashtra, the Mumbai Metropolitan Region (MMR) accounted for 9-10 million tonne of demand. By Fiscal
2029, the key states, as mentioned in the above table, are likely to contribute to major domestic cement demand
include West Bengal and Odisha; demand from the key states is expected to clock a CAGR of 7-9%.

Region-wise cement supply and utilisation review and outlook

Over Fiscals 2020-2024, the northern, eastern and central regions collectively comprised ~70% of overall capacity
additions. The eastern region has seen the largest share of capacity additions in recent years, led by the rapid
expansion by Nu Vista Ltd (formerly Emami Cement, now a wholly owned subsidiary of Nuvoco), Dalmia
Cement, JSW Cements, Ramco Cements and Shree Cement, which helped these companies gain share in a fast-
growing market. Over Fiscals 2025-2029, the east and south are expected to drive capacity additions, followed by
the central region, and the north, west and north-east.

Improving demand outlook over the medium term and the push to gain market share have triggered a wave of
capacity addition announcements from cement manufactures, especially large players. Over Fiscals 2025-2029,
CRISIL MI&A Research expects the industry to add 210-220 MTPA of grinding capacities, taking the country’s
total installed capacity to 850-860 MTPA.

Regional break-up of capacity additions

Source: CRISIL MI&A Research, industry

Capacity, demand-supply balance and utilisation in the north

In Fiscal 2021, utilisation was stable, despite the pandemic-caused lockdowns as demand recovered in the second
half of the Fiscal. However, utilisation improved in Fiscal 2022, with few capacity additions and robust demand
revival on the back of government spending and pick-up in construction, leading to ~78% utilisation levels in the
region. In Fiscal 2023, utilisation levels picked up pace and reached ~82% amid lower capacity addition. In Fiscal
2024, utilisation further improved, despite the rise in capacity additions, majorly due to healthy demand growth.
In Fiscal 2025, operating rates are expected to inch down marginally with moderation in demand growth. These
levels are expected to remain elevated compared to other regions in the coming five years amid a positive demand
outlook and lower capacity additions.

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Demand–supply and utilisation rates

Source: CRISIL MI&A Research, industry

Note: Capacity utilisation is calculated on effective capacity – based on the date of commissioning of the plant; capacity utilisation is
calculated as production in the region divided by effective capacity and does not take into consideration inter-regional movement
Capacity, demand-supply balance and utilisation in the west

The west was the most impacted region in Fiscal 2021, due to stringent lockdowns leading to production
shutdowns. As a result, utilisation rate declined to ~65% from a high of ~72% in Fiscal 2020. However, in Fiscal
2022, ~10 million tonnes capacity was installed in the west, which limited the rise in utilisation levels, despite
healthy demand, leading to ~68% utilisation rate. Utilisation levels remained almost stable in Fiscal 2023 and
improved in Fiscal 2024 due to healthy demand growth. Further, in Fiscal 2025, utilisation levels are expected to
marginally improve with moderate capacity additions and lower inbound cement movement from the south
(Karnataka) and north, leading to lower cement supply amidst a steady demand outlook. Also, going forward,
these levels are expected to hover at 74-76% on account of the slower pace of capacity additions over the next
five years and healthy growth in demand.

Demand–supply and utilisation

Source: CRISIL MI&A Research, industry

Note: Capacity utilisation is calculated on effective capacity – based on the date of commissioning of the plant; capacity utilisation is
calculated as production in the region divided by effective capacity and does not take into consideration inter-regional movement

Capacity, demand-supply balance and utilisation in the east

The eastern region was able to better tackle the pandemic owing to a large share of rural areas and lesser congested
urban settlements. Demand support from rural housing and government-led infrastructure projects led to healthy
production. Hence, utilisation rate declined to ~70% in Fiscal 2021. However, with positive demand outlook
amid low per capita cement consumption and healthy government spending, many players announced capacity
addition plans in Fiscal 2021. This put pressure on utilisation levels, which dropped to ~63% in Fiscal 2022 amid
higher capacity additions and weak demand due to sand issues and untimely rainfall. However, in Fiscal 2023,
utilisation rebounded to 70% on the back of robust demand growth on a low base, supported by the traction in
rural housing, infra push, lower per capita consumption and higher housing shortage. In Fiscal 2024, the operating
rate improved to 73%, although limited by slow demand momentum during the second half of the Fiscal. In Fiscal
2025, it is expected to inch down to 70-72% amidst higher capacity addition in pipeline.

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Demand–supply and utilisation

Source: CRISIL MI&A Research, industry

Note: Capacity utilisation is calculated on effective capacity – based on the date of commissioning of the plant; capacity utilisation is
calculated as production in the region divided by effective capacity and does not take into consideration inter-regional movement

Capacity, demand-supply balance and utilisation in the north-east

In the north-eastern region, utilisation rate was almost steady at ~63% in Fiscal 2021, limited on account of
restrictions on production amid the pandemic. Although, with recovery in demand in Fiscal 2022, operating rate
improved to ~64%. Fiscal 2023 witnessed healthy demand growth spurred by the pre-election boost and higher
traction from infra and housing. This resulted in a sharp rise in utilisation rates to ~72%. With a steady demand
momentum and increase in capacity base, operating rates have just moderately improved in Fiscal 2024 to ~74%.
Going ahead, utilisation is expected to decline in Fiscal 2025 in lieu of higher supply against demand in the region.
In the longer run, utilisation level to improve to 70-72% amidst healthy demand growth.

Demand–supply and utilisation

Source: CRISIL MI&A Research, industry

Note: Capacity utilisation is calculated on effective capacity – based on the date of commissioning of the plant; capacity utilisation is
calculated as production in the region divided by effective capacity and does not take into consideration inter-regional movement

Capacity, demand-supply balance and utilisation in the central region

In the central region, capacity utilisation reached lows of ~67% in Fiscal 2021 due to production shutdowns in the
first quarter. However, it recovered in Fiscal 2022 to reach ~70%, as demand rebounded on the back of pre-
election spending in Uttar Pradesh and pick-up in housing and construction activity. Thereafter, in Fiscal 2024, it
improved to 75% on account of healthy traction from rural housing and infra segment coupled with lower capacity
addition during the year (~4.5 million tonnes added). In Fiscal 2025, utilisation levels are expected to improve
moderately due to the even lower capacity addition expected in the current Fiscal. In the longer run it is expected
to improve and operate at 80-82% level till Fiscal 2029 due to strong demand prospects in the region.

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Demand–supply and utilisation

Source: CRISIL MI&A Research, industry

Note: Capacity utilisation is calculated on effective capacity – based on the date of commissioning of the plant; capacity utilisation is
calculated as production in the region divided by effective capacity and does not take into consideration inter-regional movement

Capacity, demand-supply balance and utilisation in South

Capacity utilisation in the south is the lowest, owing to a wide gap between capacity and production over the
years, further aggravated by a slump in demand. In Fiscal 2021, utilisation was 50% amid extended local
lockdowns because of the severity of COVID-19. In Fiscal 2022, utilisation inched up to pre-pandemic levels of
Fiscal 2020 at ~55%, led by smart recovery in demand and modest capacity additions. Enhanced demand from
the infrastructure and housing sectors and moderate capacity additions propelled utilisation to improve to ~59%
in Fiscal 2023. In Fiscal 2024, the region breached the 60% mark for the first time in a decade as demand growth
accelerated. The region is expected to continue to witness low-capacity utilisation compared with other regions.
Utilisation rates are projected to remain at almost similar levels in Fiscal 2025 and rise to 64-66% level over Fiscal
2029 from now owing to healthy demand but limited by higher capacity additions in the region.

Demand-supply and utilisation

Source: CRISIL MI&A Research, Industry

Note: Capacity utilisation is calculated on effective capacity – based on the date of commissioning of the plant; capacity utilisation is
calculated as production in the region divided by effective capacity and does not take into consideration inter-regional movement

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Summary of demand growth amid regional divergence

Source: CRISIL MI&A Research, Industry

Regional product split

Region-wise share of different types of cement (Fiscal 2024):

Source: CRISIL MI&A Research, Industry

Usage of OPC cement is the highest in the west and south followed by north. Being dominated by the infrastructure
segment, share of OPC cement in the west is estimated to be 34-36%. However, due to the lack of availability of
slag cement, share of PSC cement is lower, while that of composite cement is negligible. A similar trend is
observed in the south. Only a minimal amount of composite cement is used in the housing segment. OPC and PPC
cement are predominantly used in the north, owing to the dominant infrastructure segment, coupled with limited
availability of slag cement in the region. On the other hand, the share of OPC is relatively lower in the eastern and
central regions as the housing segment holds a significant proportion in the overall demand segments.
Additionally, with the presence of steel plants in the eastern belt, slag cement is available in abundance, leading
to the highest share of PSC and composite cement. The strong demand for OPC in South and West regions is also
positive factor for GGBS demand as it is mixed with OPC while making concrete.
Region-wise market share split of top players in terms of capacity

India – Player-wise capacity split, Fiscal 2024

Note: Other at all India level includes more than 50 players

Source: CRISIL MI&A Research

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 North – Player-wise capacity split, Fiscal 2023

Note: North region includes 7 players; North includes Rajasthan, Uttarakhand, Delhi, Haryana, Himachal Pradesh, Jammu & Kashmir and
Punjab
Source: CRISIL MI&A Research

East – Player-wise capacity split, Fiscal 2023

Note: East region includes 15 players; East- Chhattisgarh, West Bengal, Bihar, Jharkhand, Odisha, Meghalaya, Assam, Arunachal Pradesh,
Sikkim, Mizoram, Nagaland, Tripura and Manipur
Source: CRISIL MI&A Research

West – Player-wise capacity split, Fiscal 2023

Note: West Region Includes 10 players; West- Maharashtra, Gujarat and Goa

Source: CRISIL MI&A Research

South – Player-wise capacity split, Fiscal 2023

Note: South region includes more than 25 players; South- Andhra Pradesh, Karnataka, Kerala, Tamil Nadu, Andaman and Nicobar Islands,
and Pondicherry
Source: CRISIL MI&A Research

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 Central – Player-wise capacity split, Fiscal 2023

Note: Central region includes 8 players; Central- Uttar Pradesh and Madhya Pradesh
Source: CRISIL MI&A Research

Pricing, cost and profitability trend

All-India and regional pricing trends (historical and outlook)

Cement prices rose ~3% on-year in Fiscal 2023 to ₹ 391 per 50 kg bag, as players tried to cushion profitability
amidst high-cost pressures. Further, as crude and coal prices started witnessing correction, cost pressures declined
for industry players. Power and fuel cost that had skyrocketed began to decline in line with a fall in crude and coal
prices during the first half of Fiscal 2024. Costs continued to follow the downward trend and eased further. As a
result, despite strong demand momentum, players were unable to implement hikes in order to capture a larger
market share amidst rising competition. Hence, on a consecutive healthy base, prices declined 2% during Fiscal
2024 at ₹384 per 50 kg bag.

Pan-India trend in cement prices

Note: P- Projected; Cement prices are average of retail selling price (RSP) for category A players
Source: Industry, CRISIL MI&A Research

Going forward, in Fiscal 2025, CRISIL MI&A Research expects cement prices to decline further 1-3% at ₹373-
378 per bag. This fall is expected on the back of moderation in demand growth and elevated competitive intensity.

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Region-wise trend in cement prices

Note: P- Projected; cement prices are average of retail selling price (RSP) for category A players
Source: Industry, CRISIL MI&A Research

Comparison of JSW Cement prices with benchmark prices for Cat A and Cat B across four major cities in each
region

The charts below show a comparison of the retail selling prices (“RSP”) of A category brands, B category brands
and JSW Cement in the east, west and south markets. The categories are based on the prices of the brands in the
respective regions. A category brands are two to four brands with the highest prices in a particular city. B category
brands fall under next range of prices which is lower than A category brands’ prices. The brands across the
categories may vary per city. The categorisation is not based on the sales volume of the brands but only on the
selling prices in the respective cities. RSP are sales prices for sales of 10-25 bags from the retail counter and are
ex-counter prices. The prices are date-stamped in nature.

As on the dates mentioned in the following paragraphs, in the trade channel, JSW Cement is priced at part with
other A category brands in all of the below mentioned regions.

RSP prices: East region

Source: Industry, JSW Cement, CRISIL MI&A Research

Note: JSW Cement prices as provided by the company

RSP prices: West region

Source: Industry, JSW Cement, CRISIL MI&A Research

Note: JSW Cement prices as provided by the company

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 RSP prices: South region

Note: For Hyderabad, category A brands do not include category A-premium brands which are amongst the fastest selling brands in the city;
JSW Cement prices as provided by the company
Source: Industry, JSW Cement, CRISIL MI&A Research

Cost break-up of cement industry

The cement industry is power-intensive with the power requirement of cement plants varying in accordance with
the heat treatment process used. Most of the raw material cost (which accounts for a large component of the
cement production cost), is incurred in procuring limestone. As cement is a low-value, high-volume commodity,
transporting it also involves significant cost.

Major costs associated with cement production

Source: CRISIL MI&A Research, industry

Power and fuel

The cement industry is power-intensive, with power and fuel cost accounting for 30-32% of the total cost of sales
of cement players. Coal is used to fire the kiln as well as to generate power for grinding the clinker. The power
requirement of cement plants varies according to the heat-treatment process, i.e., dry process or wet process. While
the wet process requires 1,300-1,600 kcal/MT of clinker and 110-115 kWh of power to manufacture one tonne of
OPC, the dry process requires 720-800 kcal/MT of clinker and 95-110 kWh of power for one tonne of OPC.
Specific fuel consumption and power consumption are lower for blended cement, such as OPC and PPC. Cement
companies are increasingly opting for captive power plants to reduce their cost of production and dependence on
grid power.

The Indian cement industry primarily uses fuels such as coal, pet coke and lignite to fulfil its fuel requirement.
The government allocates specific quotas for coal on a sector-wise basis. However, such receipts prove insufficient
for the cement industry, leading the players to go to the open market for incremental fuel requirements. In India,
coal is primarily allocated to power and steel sectors; the cement industry only gets 3-4% of the country’s total
coal production. Therefore, in the past few years, players have been importing a significant proportion of their
coal requirement from other countries. To benefit from the lower cost of petcoke, major cement players have made
adjustments in their kilns and captive power plants (“CPP”) in recent years to handle petcoke, providing them
fuel flexibility.

Raw material

Raw material cost accounted for 18-20% of the cost of sales of cement players for the first three quarters of Fiscal
2024. Limestone constitutes a major share of this cost. Cement plants are generally located near limestone
quarries, as limestone cannot be transported economically over long distances. Limestone availability is largely

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confined to its cluster regions. Moreover, limestone is considerably bulky in nature. So, it does not make economic
sense to transport it over long distances. Other raw materials used in the cement industry include fly ash, slag and
gypsum. Gypsum is available as a natural product and is also derived from sea water and chemical plants. It is
mostly found in Rajasthan (which accounts for more than 80%), followed by Jammu & Kashmir (which accounts
for ~15%). A small portion of 5% is found in states such as Tamil Nadu, Gujarat, Himachal Pradesh, Karnataka,
Uttarakhand, Andhra Pradesh and Madhya Pradesh. Gypsum from Rajasthan is dispatched to cement plants in
India, spread across Rajasthan, Gujarat, Madhya Pradesh, West Bengal, Uttar Pradesh, Bihar, Jharkhand,
Chhattisgarh and Himachal Pradesh. In terms of proportion, gypsum accounts for 4-5% of a tonne of cement.

Fly ash is a fine, glass-like powder recovered from gases created by coal-fired electric power generation. It
primarily consists of silica, alumina and iron. According to the Bureau of Indian Standards, for PPC, fly ash can
account for 15-35% of the cement mass, while the BIS standard for slag cement (Portland blast furnace slag
cement) allows slag to comprise 25-70% of the cement mass. Slag is a by-product of the steel-making process,
produced during the separation of molten steel from impurities in steel-making furnaces and, like fly ash, is used
as an additive in cement manufacturing. However, unlike fly ash, the availability of slag in India is limited and is
found mostly in the east, due to the concentration of steel plants in the region. The availability of raw materials is
subject to supply disruptions and price volatility caused by various factors, including commodity market
fluctuations, freight rates or changes in government policies.

Freight

As cement is a low-value, high-volume commodity, freight costs constitute a significant proportion at 25-27% of
the total cost of sales.

There are three major modes of transport used by the cement industry: road, rail and sea. Rail is the preferred
mode of transport for long-distance transportation due to lower freight cost. However, the availability of wagons
and the extent of last-mile connectivity need to be taken into consideration. Road transportation is beneficial for
short distances and bulk transportation, as it minimises secondary handling and secondary freight costs. Currently,
road is the most preferred mode, accounting for ~60% of the cement transported despite higher costs owing to
pan-India availability and relatively lower costs involved in handling. Transportation by sea is the cheapest mode.
However, only coastal players can take advantage of this mode, as they can transport clinker and cement more
economically within the country and to other regions as well. Hence, a very small proportion of cement is
transported by the sea route. In order to control freight costs, companies try to strategically locate plants close to
raw material sources and end-user segments by opting for split location units.

Other costs

Other costs include employee cost, packaging cost, administration expenses, and repair and maintenance charges.
These account for 23-25% of the cost of sales. Other expenses have increased over the past 3-4 years, led by rising
marketing expenses amid stiff competition.

Trend in coal and pet coke pricing

Domestic coal

In India, the Coal India Ltd (“CIL”) accounts for more than ~82% of domestic coal production and is the primary
supplier of fuel. CIL sells coal through long-term fuel-supply agreements (“FSAs”) and e-auctions. The FSAs in
the non-regulated sectors (sponge iron, steel, cement and captive power plants), which account for ~90% of the
total sales volume are signed/renewed based on an auction (under the Shakti policy). On the other hand, under e-
auctions, which account for the remaining 10% of the total sales volume, fuel is sold on the spot at global market-
aligned prices. E-auction sales are typically at a premium to the coal sold under the FSA mechanism.

The notified coal price is primarily based on a cost-plus model and undergoes revision on an ad-hoc basis by CIL.
The price revision depends on factors such as employee cost and that of consumables, such as fuel and explosives.
Among various costs, the employee expense accounts for more than half of CIL’s total operating cost, becoming
a key determinant for the revision in coal prices. The government-owned miner also considers the demand-supply
scenario, imported coal prices and cost of production from new projects for price revision. Subsequently, the price
hikes are undertaken to maintain CIL’s profitability.

215
CRISIL MI&A Research estimates the following changes in domestic coal prices:

1. Linkage prices: CIL announced an 8% increase in the notified prices effective from May 2023. With this
revision, the notified price for the lowest and highest grades, i.e., G10 and G2, will amount to ₹1,117 and
₹3,562, respectively. Additionally, the landed cost is estimated to stand at ₹3,205 for G10 and ₹6,132 for
G2, taking into consideration the various costs such as royalty, sand-filling reclamation, clean environment
duty, excise and GST. The price has been revised for grades G2 to G10, which are mainly used in the
cement, fertiliser and sponge iron industries. In India, thermal power plants mostly rely on grades G11,
G12 and G13 with calorific values between 3,400 kcal and 4,300 kcal. The impact of the price revision
would be limited to plants that use higher grade of domestic coal for blending. The cement sector, which
uses non-coking coal with calorific values between 4,000 kcal and 4,500 kcal will see a minimal impact as
domestic coal accounts for only 15-20% of the fuel mix in terms of quantity, with the rest being pet coke
and imported coal. While power and fuel costs account for 34-36% of the total industry cost, higher
competitive intensity and declining input materials costs of pet coke and imported coal price have led to
subdued cement prices in Fiscal 2024.

2. Auction of linkages: The price of coal sold under auctions to the non-power sectors, such as cement, under
long-term linkages (~30% higher than the price applicable for the power sector) is typically at a discounted
price to imported coal. This gives companies with CIL linkages a competitive edge. Aiming for market-
determined pricing, the Ministry of Coal introduced a new mechanism in the linkage policy for the non-
power sectors in December 2019. This system stipulates that the existing linkages of non-power companies
will not be renewed, while new ones will only be awarded through auctions, wherein players bid at a
premium over the notified price. So far, CIL has conducted four tranches of linkage auctions for non-power
sectors, with average premiums over the notified price increasing consecutively.

3. Spot auctions: Periodically, coal companies also sell through spot auctions for power and non-power
sectors. Demand for spot-auctioned coal from non-power sectors increased, owing to the diversion of
linkage coal to the power sector following coal shortage amid rising demand in the power sector. In Fiscal
2023, CIL sold 53.3 million tonne of coal through spot e-auction at a premium of 252%, with Mahanadi
Coalfields Ltd (“MCL”) accounting for 32% of the quantity offered. Additionally, it received the highest
premium of 366% amongst other CIL subsidiaries during the same period. Premium offered in the first half
of Fiscal 2024 (April-September 2023) was 89%, compared with 335% in the same period of Fiscal 2023.
High premiums for these e-auctions indicate the demand sentiment. Between April-November 2023,
premiums received by the Eastern Coalfields Ltd and Central Coalfields Ltd were the highest at 114%,
followed by MCL at 107%.

Domestic coal pricing estimated to have been stable under the linkage route with reduced e-auctions

Note: In the graph, linkage-power, linkage–non-power and e-auction categories relate to domestic non-coking coal prices which are run of
the mine and not delivered cost.
Source: Ministry of Coal, CRISIL MI&A Research, Industry publication, CIL

International coal

International coal prices have been retreating from their highs in 2022, but remain well above the 2017-2021
average. Global coal consumption reached an all-time high in 2022, led by India and China. A broad-based pick-
up in economic activity across major economies led to an increase in non-coking coal prices accompanied with
supply disruptions over the short term. Further, the tense geopolitical situation increased uncertainty, impacting
coal demand. In the past two years, coal prices declined on-year for the first time in the fourth quarter of Fiscal
2023 and further witnessed a decline of ~54% in the first quarter of Fiscal 2024, as prices cooled down from all-

216
time highs caused by geopolitical tensions and impositions of ban on imports. Prices also cooled down
sequentially by ~25%. Despite a jump in demand for thermal coal in China, India and South Korea, Indonesian
thermal coal was under pressure as European sellers continued to sell supplies to relieve pressure on their multi-
month high stockpiles. Also, high-grade coal from Australia was under pressure, due to greater exposure to
competition from LNG in Japan, South Korea and Taiwan.

Coal prices declined further in the second quarter of Fiscal 2024 by ~61% on-year and ~8% on-quarter. However,
prices of Australian coal inched up in September 2023, due to fears of a supply crunch caused by threats of strike
action by Australian LNG workers, which was resolved in late September. Robust demand from the Indian and
Chinese power sectors contributed to on-month hike of Indonesian coal prices. After cooling down for the past
three quarters, coal prices declined further in the third quarter by ~55% on-year and ~3% on-quarter. However,
prices of Australian coal inched up in December 2023, due to supply disruptions along with impact of tropical
cyclone Jasper on major ports of Queensland. That being said, subdued demand from Indonesia’s key export
nations due to inventory build-up kept Indonesian coal prices under pressure during the quarter. Also, continuing
logistical challenges have continued to hit South African thermal coal exports, leading to price decline during the
quarter. In the last quarter, coal prices tumbled further by ~39% on-year and by ~9% sequentially. Australian coal
prices dwindled during the beginning of the quarter, as wet-weather challenges impacted Australian exports.
Additionally, South African coal prices declined as well during January 2024, due to limited demand in Europe
because of existing high inventory. However, prices have remained rangebound during the latter half of the
quarter, as lower demand from India and China offset the supply constraints.

Overall, international coal prices (average of Australia, South Africa and Indonesia non-coking coal) cooled down
~54% on-year during full year Fiscal 2024, indicating easing of energy costs.

Monthly coal price trend

Source: CRISIL MI&A Research

CRISIL MI&A Research expects global non-coking coal prices of Australia (Free on Board Newcastle, 6,300
kcal/kg) to remain in the range of U.S.$130-135 per million tonnes, while Indonesian prices are expected to be at
U.S.$54-58/MT for calendar year 2024, with the summary of some key factors driving our price forecasts below:

1. First quarter of 2024: Subdued demand for heating requirement, due to milder temperatures in the key
Australian markets of Taiwan, Japan and South Korea, as El Niño is expected to continue until April 2024.
Indonesian prices are expected to be range between $56 per tonne and $58 per tonne during this period, as
increasing domestic supply along with milder temperature will lead to lower thermal coal requirement. For
India, increase in economic activity will be supported by domestic thermal coal supplies.

2. Second quarter of 2024: Warmer temperatures are expected to increase power demand in Asian countries
along with monsoon season in Australia, which usually leads to cases of mine flooding, thereby leading to
supply-chain shocks.

Rising emission concerns in countries, such as the US and Canada, lack of adequate transport infrastructure in
South Africa, and weather-related issues, such as the rainy season in Indonesia, are some risk factors, which
remain key monitorables for the forecast.

217
 Annual coal price trend

Source: CRISIL MI&A Research

Pet coke pricing

The cement industry is the key consumer of petcoke in India. While historically cement players have used more
coal than petcoke due to better availability of domestic coal, players have shifted towards pet coke since Fiscal
2016, as prices crashed globally. However, the cycle turned again in Fiscal 2019, due to several regulatory changes
aimed at cutting down industrial pollution.

Petcoke competes with coal as a feedstock in cement manufacturing. Cement plants generally use imported coal
of 6,000 kilo calories (kcal) per tonne of calorific value, whereas petcoke has ~8,000 kcal per tonne value. While
domestic coal is the first preference for cement manufacturers, its low availability leads to dependence on imports
– coal or petcoke.

Usually the low-grade domestic coal (Gross Caloric Value between 4,000-4,600 kcal/kg) is used in CPP and
higher grades (above 5,500 kcal/kg) are used in clinker kilns. However, smaller captive power plants (<30MW)
cannot use low-grade coal, due to poor ash-handling capabilities, further increasing the dependence on imported
coal or petcoke. As cement players can use both petcoke and coal in modern kilns, without incurring much capex,
switchover between the fuels is easy and depends on cost competitiveness. However, cement players in the eastern
region with higher coal availability are expected to continue using coal, which is cost-competitive in comparison
with domestic and imported petcoke. Further, several players have started blending biofuels, industrial waste and
tar in their clinker to reduce costs and help in disposing waste material.

Pet coke prices increased sharply in Fiscal 2022, because of a rise in crude prices led by geopolitical uncertainty.
After staying elevated for the past two years, international pet coke prices started dwindling on-year since the
second half of Fiscal 2023 and declined a further ~47% in the first quarter of Fiscal 2024, on a very high base of
the previous Fiscal, averaging at U.S.$128/tonne. International pet coke prices cooled down in line with the
corrections in crude oil prices. Continuing the downward trend, international pet coke prices fell further on-year
in the second quarter of Fiscal 2024 by ~36% and also slid ~4% sequentially on a soft base to U.S.$122/tonne. In
the third quarter, prices dropped ~30% on-year. However, prices rose ~6% sequentially, as crude oil prices started
to rise moderately during the latter half of the second quarter and beginning of the third quarter, but stabilised at
the end of the third quarter to $84/bbl. In the last quarter, with a marginal decline in crude oil prices, pet coke
prices also dwindled on-year as well as sequentially by ~33% and ~11%, respectively. Overall, prices in Fiscal
2024 averaged $124/tonne, indicating a sharp ~38% decline compared with the previous year.

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 Annual petcoke prices

Source: CRISIL MI&A Research

Pet coke US prices skyrocketed ~98% in Fiscal 2022, despite a high base in Fiscal 2021. Further, prices increased
~14% in Fiscal 2023 compared with Fiscal 2022, as prices soared during the first half of the Fiscal but started
easing during the second half. With the correction in crude oil prices, pet coke prices fell a sharp ~38% on-year
during Fiscal 2024. Domestic pet coke (ex-refinery) prices follow the global trend in petcoke prices. Domestic
pet coke prices rose ~80% in Fiscal 2022 and a further ~32% on a high base in Fiscal 2023, to average ~₹19,000
per tonne. Prices spiked in the first half of Fiscal 2023 by ~62% on-year averaging to ₹20,100 per tonne on the
back of rising crude oil and international petcoke prices. However, prices plunged in the latter half of the Fiscal
to average ₹17,900 per tonne. Prices moderated further by ~16% and ~11% on-quarter in the first and second
quarters of Fiscal 2024, respectively, averaging at ~₹14,800/tonne and ₹13,100 per tonne, respectively. In the
third quarter of Fiscal 2024, domestic petcoke prices continued to decline on-year, but witnessed a moderate rise
of ~6% on sequential basis on a soft base. In tandem with international petcoke prices, domestic pet coke prices
witnessed correction in Fiscal 2024 on the high base of two consecutive Fiscals.

Trends in alternative fuel consumption

With India being the second largest cement producer in the world currently, the domestic cement industry is
responsible for 7-9% of the country’s carbon dioxide (“CO2”) emissions. The substitution of expensive and CO2-
critical fossil fuels by alternative fuels (“AF”) is measured by the thermal substitution rate (“TSR”). Cement
plants are constantly looking for suitable and low-cost alternative fuels to bring down their fuel costs and reduce
their CO2 emissions. As of calendar year 2021, the share of alternative fuel in the domestic cement industry’s fuel
mix was estimated at 5-6%, according to the Cement Manufacturers’ Association (“CMA”). The global
benchmark was ~15% in 2020, as per the International Energy Agency (“IEA”).

The Indian government has set a target to increase the share of alternative fuel use by the cement industry to 25%
by 2030 as part of its commitment to reducing carbon emissions and promoting sustainable development. The
domestic cement industry is preparing its infrastructure, capacity and competence to enhance the TSR, including
the installation of pre-processing platforms and adoption of newer technologies. The players are increasingly
adopting alternative fuels, such as biomass, municipal solid waste and refuse-derived fuels, to reduce their
dependence on fossil fuels and reduce their carbon footprint. Given below are some of the alternative fuels that
can be used and usually available in gas, liquid and solid forms:

Category Fuels
Gaseous fuels Refinery waste gas, landfill gas, pyrolysis gas, natural gas
Tar, chemical wastes, distillation residues, waste solvents, used oils, wax suspensions, petrochemical waste,
Liquid fuels
asphalt slurry, paint waste, oil sludge
Paper waste, rubber residues, pulp sludge, sewage sludge, used tyres, battery cases, plastics residues, wood waste,
Solid fuels
domestic refuse, rice husks, refuse-derived fuel, nut shells, oil-bearing soils, diapers, etc

Use of alternative fuels in cement production offers the following benefits:

(A) Lower greenhouse gas emissions: The combustion of alternative fuels in cement kilns can significantly
reduce greenhouse gas emissions. Fossil fuels, such as coal and petroleum coke have higher carbon content,
leading to substantial CO2 emissions. In contrast, alternative fuels often have lower carbon footprints,
contributing to the overall reduction in CO2 emission. By replacing a portion of fossil fuels with alternative
fuels, cement kilns can help mitigate climate change and support global efforts towards carbon neutrality.

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(B) Cost savings: Alternative fuels are often less expensive than conventional fossil fuels, which can help
reduce operating costs for cement producers. In some cases, cement plants may even generate revenue by
accepting and processing waste materials as fuel.

(C) Increase in energy efficiency: Many alternative fuels used in cement kilns possess high energy content.
The kilns can harness this and reduce dependence on non-renewable energy sources. The efficient
utilisation of alternative fuels not only contributes to energy conservation but also enhances the
sustainability and competitiveness of the cement industry.

(D) Waste management and resource conservation: One of the primary benefits of using alternative fuels is
the ability to utilise waste materials. Materials such as biomass, municipal solid waste and industrial by-
products can be effectively repurposed as alternative fuels, reducing reliance on fossil fuels and facilitating
a circular economy. By diverting waste from landfills and incineration, cement kilns offer a sustainable
solution for waste management even as they help conserve valuable resources.

(E) Air pollution reduction: Alternative fuels emit lesser air pollutants than traditional fossil fuels.
Combustion of alternative fuels in cement kilns reduces emissions of sulphur dioxide (“SO2”), nitrogen
oxides (“NOx”) and particulate matter. This will result in better air quality, providing a healthier
environment for surrounding communities.

However, there are the following challenges, too:

(F) Variable fuel quality: Alternative fuels vary significantly in terms of composition and quality, which
makes it difficult to maintain the operating conditions in the cement production process.

(G) Refractory damage: Some alternative fuels, such as waste plastics and biomass, can release alkalis,
sulphur and chlorides when burned, which can damage the refractory linings in the kiln and pre-heater.

(H) Permitting and regulatory requirements: Cement plants must comply with permitting and regulatory
requirements when using alternative fuels. This can be a complex and time-consuming process.

(I) Local resistance: In India, there is often local resistance to cement plants burning plastics, cloth and rubber
in their alternative fuel mixes.

Despite these challenges, the use of alternative fuels in cement production is expected to continue to grow in the
coming years. As cement producers seek to improve the sustainability of their operations, alternative fuels will
play an increasingly important role in meeting these goals. The Reserve Bank of India has recommended the
cement industry should be provided incentives to procure stubble from farmers of the northern states of Punjab,
Haryana, Uttar Pradesh and Rajasthan, which can be used as biomass fuel. This will help reduce the industry’s
carbon emissions and lower its fuel costs.

Trend in TSR (%) of key players

Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024
ACC* 5.50% 6.90% 7.30% - 9.20% 9.15%
Ambuja* 5.40% 4.20% 5.10% - 6.30% 7.76%
UltraTech 3.90% 3.70% 3.10% 4.60% 5.20% 5.12%
Dalmia 4.30% 7.70% 7.60% 13.00% 17.00% -
Shree NA NA 0.98% 2.40% 3.50% 2.37%
Nuvoco 4.60% 6.40% 4.70% 4.50% 9.00% -
JSW Cement (India) - 8.26% 4.23% 7.10% 8.14% 6.89%
Note: ACC and Ambuja followed calendar year reporting until 2021; Fiscal 2023 data is from January 2022 to March 2023
Source: Company reports and publications

Trends in waste heat recovery systems (“WHRS”)

Hot gasses produced during cement manufacturing can be considered a potential option to improve energy
efficiency of the cement manufacturing units. Large quantities of hot flue gases are generated from boilers, kilns,
ovens and furnaces. If some of this waste heat could be recovered, a considerable amount of primary fuel could
be saved. Waste heat recovery means allowing the waste heat to leave the process but converting it into electricity
before it is discharged at a lower temperature into the environment.

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In the WRHS, waste heat available in the exhaust gases could be recovered and used for drying the moisture in
the raw material and coal, or to generate power. To generate power, the hot gases from the preheater and cooler
are passed through the waste heat recovery boiler (“WHRB”). Water is circulated through the WHRB. Latent
heat from the hot gas is transferred to the water and converted to steam. The steam is expanded in the turbine and
then condensed, and the condensed water is passed through the WHRB and the process repeats. The electricity
generated would offset a portion of the purchased electricity, thereby reducing the electricity demand.

Cement players have been serious investors in WHRSs with the objective of channelising released energy into the
system and saving on power costs. Large-scale players have considerable amount of installed WHRS capacity to
meet their energy demands.

WHRS capacity of large-scale players (as of March 2023)

Players WHRS capacity (MW)

Ultratech Cement 210
Shree Cement 211
Nuvoco Vistas Corporation (consolidated) 45
ACC Ltd 22.4
Ambuja Cements 53.5
JK Lakshmi (consolidated) 36
JK Cement (grey cement) 42.3
Birla Corporation 43.4
Dalmia Bharat 66
JSW Cement 21.2
Source: Company annual reports, CRISIL Research

Trends in renewable power usage

Coal-fired power plants have dominated the Indian power generation landscape, with large manufacturing
industries also relying on coal-based captive power plants. However, of late, manufacturers have been shifting to
clean energy sources, especially wind and solar, on the back of falling capital cost for setting up renewable
capacities and sharpening focus on lowering carbon emissions. Also, coal-based capacity additions, which stood
at ~89 GW over Fiscals 2013 to 2017, resulted in significant capacity build-up, particularly in the private sector.
Consequently, falling plant load factors owing to unutilised capacities and rising debt because of under
construction and stuck projects impacted capacity additions of power generation companies (“gencos”).
Therefore, incremental coal-based additions plunged over the past few years.

Over Fiscals 2023 to 2027, conventional power capacity additions are expected to continue to fall to 32-33 GW
from ~34 GW between Fiscals 2018 and 2022. Lower power demand and the government’s focus on increasing
the share of renewables in the country’s energy mix are likely to prod gencos to go slow on new conventional
capacity addition plans over the subsequent years as well. Also, fresh project announcements are limited, as
players are opting for the inorganic route for expansion given the availability of assets at reasonable valuations
— ~24 GW of stressed power assets are awaiting debt resolution. Still, the inherent flexibility of coal-based
capacities to quickly scale up or down generation to meet variations in demand will support capacity additions in
the medium term; renewable generation does not have this flexibility. Coal capacity additions, though, are
expected to be driven entirely by central and state companies, as major private gencos, such as Tata Power
Company and JSW Energy, have announced ambitious targets to add renewable energy capacities, signalling a
decisive shift. In fact, renewable energy capacity addition has grown rapidly over a low base, with the total
installed base reaching ~905 MW in Fiscal 2023 from ~290 MW in 2017. Most of the additions were, however,
in the solar space, with wind providing support as well.

Cement players have been employing the same strategy. Most large and mid-sized players have been investing
heavily in renewable capacities not only to limit carbon emissions but also to lower the cost of energy. The top
15 cement players in India, accounting for close to 80% of total grinding capacity, have added close to 600 MW
of renewable capacities over the past decade, along with considerable investment in WHRS. And several players,
such as UltraTech Cement, have set a target to completely shift to renewable energy by 2050.

Trends in profitability

Fiscal 2021-22: Margins contracted by ~457 bps in Fiscal 2022 on back of rising power, fuel and freight costs. The
cement industry is power-intensive, with power, fuel and freight cost accounting for 50-55% of the total cost of

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sales of cement players as of Fiscal 2022. After providing some breather over Fiscal 2019 and Fiscal 2020, power
and fuel & freight costs witnessed a sharp rise since the second half of Fiscal 2021 on the back of rising coal, pet
coke and diesel prices. Power, fuel and freight cost skyrocketed by 36-37% and 6-9%, respectively, in Fiscal 2022,
driving cost upwards. Raw material cost only saw moderate rise in Fiscal 2022 as players benefitted from the
removal of limestone mine transfer charges as per the MMDR Amendment Bill, 2021. Overall, the cost of sales
increased by 11-13%, led by power/fuel and freight costs, which led to margin contraction of ~457 bps in Fiscal
2022 driving margins to 20% levels; higher realisation on the back of cement prices rising by ~4.5% in Fiscal
2022 on an already high base limited any further erosion in margins.

Fiscal 2022-23: The cement industry’s margins further contracted in Fiscals 2023, deteriorating by ~623 bps,
majorly on the back of elevated power and fuel costs, which rose by 31-33% after rising by 36-37% in Fiscal
2022. In early 2022, prices of petcoke and coal, both shot up due to supply constraints caused by Russia Ukraine
conflict and remained elevated on-year basis despite some corrections. Coal prices also remained sticky on back
of various reasons: 1) Supply constraints 2) Weather disruptions in key mining areas 3) strong demand from Japan,
Taiwan, European countries. Hence, power and fuel rose by 31-33% in Fiscal 2023, driving costs upwards. Raw
material cost, accounting for ~18% of total cost, saw 10-12% escalation on back of higher slag prices, higher
limestone costs due to rising share of newer mines as well as mining cost and higher inward freight costs led by
higher diesel prices. Consequently, total cost rose by 13-14% leading to margin contraction of ~623 bps, thus
reaching to ~14% margin levels in Fiscal 2023 from a high of ~25% in Fiscal 2021. Pick-up in realisations and
healthy uptick in volume cushioned a sharper shrinkage in margins in the Fiscal.

Annual profitability trend (Cost & margin as % of revenue)

2019-2020 2020-2021 2021-2022 2022-2023 2023-2024 2024-2025P

Raw material cost 12.77% 13.62% 13.67% 14.46% 16.40% 17.78%
Power & Fuel cost 19.89% 18.23% 23.54% 29.66% 24.89% 22.61%
Freight cost 22.42% 22.20% 22.61% 22.23% 22.15% 22.31%
Other Cost 23.35% 20.99% 19.79% 19.50% 19.01% 18.45%
Margins 21.6% 25.0% 20.4% 14.2% 17.6% 18-20%
Source: CRISIL MI&A Research, industry

Fiscal 2023-24: Margins expanded by ~340 bps to ~17.6% in Fiscal 2024. A large part of this was because of
decline in energy prices in line with softening of crude oil prices. As a result, power & fuel cost fell by 16-18%
after skyrocketing in previous Fiscal. Steady diesel price coupled with higher volume growth led to decline in
freight cost by 1-3%. Other costs also moderated in line with lower packaging costs (led by declining crude oil
prices). However, raw material cost jumped by 11-13% during the year as fly ash and slag prices continued to
climb northward on account of blended cement demand acceleration and inflation. Overall, the cost of sales
reduced by 4-6% in the Fiscal, largely on account of lower power and fuel costs and freight costs.

Fiscal 2024-25 P: After rebounding in Fiscal 2024, the operating margin of cement players is expected to further
improve and expand in Fiscal 2025 by 100-150 bps at an 18-20% margin. Despite lower realisations, margins are
expected to improve largely due to a further 10-12% drop in power and fuel costs amid softening of petcoke and
coal prices. Freight expenses are expected to marginally inch down by 1-3% on account of the reduction in lead
distances of players due to aggressive expansions. On the other hand, despite rising continuously for the past three
years, raw material costs are expected to further rise in Fiscal 2025 due to higher limestone costs and elevated fly
ash and slag prices. At an overall level, the total cost of sales is expected to dwindle by 2-4%, leading to margin
expansion of 100-150 bps this Fiscal.

However, impact of geopolitical issues and/or supply constraints on commodity costs will remain key
monitorable.
Annual profitability trend

Source: CRISIL MI&A Research, industry

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Overview of availability of blast furnace slag in India

Overview of hot metal and blast furnace slag

Production of hot metal in India is estimated to have reached 90-95 million tonne in Fiscal 2024 from 78 million
tonne in Fiscal 2020, clocking a CAGR of 4-5%. The growth was driven by domestic availability of raw materials
such as iron ore and cost-effective labour. The steel industry and its associated mining and metallurgy sectors
have seen major investments and developments in the recent past and the industry has also been boosted by
government initiatives.

Slag is a non-metallic by-product of steel plants obtained from blast furnaces. It is formed when iron oxide is
converted into pig iron in the blast furnace using coking coal and fluxes. Iron ore, coke and limestone are fed in
the furnace and the resulting molten slag floats above the molten iron at a temperature of 1,500-1,600°C.
Production of blast furnace slag is proportional to the hot metal production in the country. Limited availability for
blast furnace slag in the neighbouring countries given rise to exports as well, though in small quantity. Import of
this slag has been negligible over the years. In Fiscal 2020, demand for blast furnace slag in India was estimated
at 26 million tonne. This is estimated to have reached at 33-35 million tonne in Fiscal 2024, at a CAGR of 6-7%.

Hot metal production and blast furnace slag demand: Review and outlook

E – estimated; F – forecast
Source: CRISIL MI&A Research, Industry

Going forward, planned capacity expansions by key players, such as Tata Steel, SAIL, JSW Steel, Jindal Steel &
Power (“JSPL”) and ArcelorMittal Nippon Steel India (“AMNS”), through the blast furnace route is expected to
result in 7-9% CAGR in hot metal production between Fiscals 2024 and 2028 taking the production to 125-130
million tonne. Demand for blast furnace slag, meanwhile, is expected to reach 45-47 million tonne, clocking a
CAGR of 8-9%.

Application of blast furnace slag

The blast furnace slag is amorphous and reactive, due to the presence of very high glass content. One of the key
applications of this slag is in cement manufacturing. Cement manufacturers use blast furnace slag as key raw
material to produce PSC and PCC. The silicates in glass composition act as supplementary cementitious material
and mineral admixture for concrete making. It is also used as performance booster of OPC. India is estimated to
have produced 441 million tonne cement in Fiscal 2024. Of this, PSC was 10%, PCC 3-4% and OPC 23%. Hence,
share of the cement industry in blast furnace slag consumption was estimated to have been 65-70% during the
Fiscal. Demand for cement in the country is expected to log a CAGR of 5-7% between Fiscals 2024 and 2028 to
reach at 553-558 million tonnes, driving the demand for furnace slag as well.

The molten slag obtained from blast furnace is quenched to produce granular particles called granulated blast
furnace slag (“GBFS”). GBFS is dried and ground into a very fine powder to make Ground granulated blast
furnace slag (“GGBS”), another key application of blast furnace slag. Currently, the share of this application is
estimated at 18-23% of the total blast furnace slag consumed in the country. Given the advantages of GGBS and
increasing awareness about it, its adoption is set to increase going forward. To decarbonise the cement industry
the role of GGBS is very important, since it can substantially reduce carbon dioxide eliminations into the
atmosphere from the clinker making process in cement manufacturing. This is expected to improve the share of
GGBS in total blast furnace slag demand to reach 25-30% by Fiscal 2028. Other applications of blast furnace slag
include coarse and fine aggregates among others.

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 Applications of blast furnace slag (Fiscals 2024E vs 2028P)

Fiscal 2024 (E) Fiscal 2028 (P)

E: Estimated; P: Projected
Note: Others include coarse and fine aggregate amongst other applications
Source: CRISIL MI&A Research, Industry

Also, screened slag is manufactured by screening blast furnace slag. Screened slag can be used as an alternative
to river sand and crushed rock fines to fill in the pores of concrete structures to increase density thereby improving
concrete strength and durability.

Ground granulated blast-furnace slag

Overview

Slag is a byproduct formed when iron oxide is converted into pig iron in the blast furnace, using coking coal and
fluxes. It is rich in oxides of calcium, alumina and magnesia etc. Iron ore, coke and limestone are fed in the furnace
and the resulting molten slag floats above the molten iron at the temperature of about 1,500 to 1,600°C. The slag
is poured into a granulator and is rapidly quenched through high-pressure water jets, to produce granular particles.
This granulated slag is called GBFS. Water-quenching happens in a controlled environment to avoid crystalline
formation. GBFS is then dried and ground into GGBS. A typical GGBS processing unit comprises of yard and
silos, high pressure grinding roll press, dynamic separator, bucket elevator, air slides, bag filters etc.

GGBS is a highly eco-friendly product as it is produced entirely from blast furnace slag, which is a by-product of
the steel manufacturing process. It is a cementitious material mainly used in cement and concrete. It is rich in
calcium silicate hydrates (“CSH”), which enhances its strength and durability.

Production process of GGBS

Source: CRISIL MI&A Research, Industry

Application and advantages of mixing GGBS in concrete

GGBS is a strength-enhancing compound that improves the durability of a concrete structure. In fact, studies show
that concrete made with GGBS continues to gain strength over the time. Studies by institutes such as Indian
Institute of Technology (“IIT”) and Central Road Research Institute (“CRRI”) also prove that using GGBS in
combination with OPC makes concrete structures durable. This is brought out by primary interactions with
industry players as well, which suggest that concrete with GGBS and cement has higher strength than concrete
made with OPC.

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Some of the key studies were:

1. A research project, ‘Potential use of ground granulated blast furnace slag as supplementary cementitious
materials in concrete,’ by the Department of Civil Engineering at IIT Bombay, under the project code
15JSWC001, used GGBS as supplementary cementitious material in various percentages to assess the
performance of concrete and its durability.

Mix proportions of the concrete

Cementitious Fine Coarse aggregates
Cement GGBFS Water
ID material content w/b aggregate (kg/m3)
(kg/m3) (kg/m3) (kg/m3)
(kg/m3) (kg/m3) 12.5 mm 20 mm
100 400 0 400 180 0.45 918 460 457
60:40:
300 200 500 170 0.34 880 441 439
00
50:50:
250 250 500 170 0.34 878 441 438
00
40:60 200 300 500 170 0.34 877 440 437
30:70 150 350 500 170 0.34 875 439 436
Source: Research conducted by IIT Bombay (Project code: 15JSWC001)

Compressive strength tests of the concrete specimens were undertaken as per IS 516.

Compressive strength (MPa) of concrete

ID 3 days 7 days 28 days 56 days 365 days

100 20.71 29.49 56.06 59.14 67.71

60:40:00 23.96 38.81 64.21 69.99 95
50:50:00 21.25 34.69 58.7 61.19 83
40:60 17.13 30.24 58.03 65.56 80
30:70 16.61 29.35 52.4 57.04 77
Source: Research conducted by IIT Bombay (Project code: 15JSWC001)

Except for 30:70 combination, GGBS based concretes resulted in better compressive strengths when
compared with OPC base concrete, at all the ages. At the age of 56 days, the compressive strength of
even 30:70 combination is close to that of OPC based concrete. Among all the combinations, 60:40
achieved higher compressive strength and higher rate of gain of strength than other combinations. From
the results, it is evident that the GGBS based concretes achieved high early strengths and higher strength
gain at later ages as well.

Results of flexural strength tests (as per IS 516) of the concrete specimens were:

Flexural strength (MPa) of concreteID 28 days 56 days

100 5.76 6.12
60:40 5.27 5.55
50:50 5.63 6.62
40:60 4.82 5.91
30:70 4.58 5.48
Source: Research conducted by IIT Bombay (Project code: 15JSWC001)

The flexural strength of GGBS based concretes is more than 4.5 MPa which is the minimum flexural
strength requirement for rigid pavement. At age of 56 days, mixture with 50% OPC and 50% GGBS
achieved relatively higher flexural strength and other combinations yielded comparable strength with
OPC based concrete.

2. CRRI, Delhi also undertook a research project, “Design and evaluation of pavement quality concrete
mixes using ground granulated blast furnace slag as partial replacement of cement.” CRRI evaluated
various properties of concrete containing GGBS. A control mix was prepared without GGBS and with
different proportions of GGBS as a partial replacement to OPC.

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 The studies have shown that an increase in GGBS proportions (upto a certain extend) leads to reduced
RMC costs for customers, increased flexural strength and durability, reduced life cycle repair and
maintenance costs and greener RMC mixes.

Mix proportions of the concrete

GGBS
Mix Cement Slag Sand 10 mm 20 mm Water
replacement
designation (kg/m3) (kg/m3) (kg/m3) (kg/m3) (kg/m3) (kg/m3)
level (%)
S0 0 400 0 724.626 344.711 805.454 166.000
S10 10 360 40 723.801 344.292 804.744 166.000
S20 20 320 80 722.936 343.873 803.495 165.994
S30 30 280 120 722.000 341.460 802.540 165.987
S40 40 240 160 721.197 343.051 801.575 165.997
S50 50 200 200 720.320 342.636 800.600 165.970
S60 60 160 240 719.448 342.221 799.636 165.965
Source: Research conducted by CRRI, New Delhi

The results of the compressive and flexural strengths tests performed by CRRI were:

Compressive and flexural strengths of concrete

Mix Compressive strength, (N/mm2) Flexural strength, (N/mm2)

designation 7 days 28 days 90 days 7 days 28 days 90 days
S0 31.15 45.2 55.88 3.5 5.4 5.8
S10 32.85 48.43 57.93 3.7 5.3 6.2
S20 45.39 53.8 58.59 4.3 5.7 6.6
S30 33.02 49.78 59.47 4.1 5.6 6.7
S40 32.85 45.78 61.00 3.9 5.5 6.9
S50 31.20 45.00 56.23 3.6 5.3 5.8
S60 30.48 37.59 46.65 3.0 4.0 4.9
Source: Research conducted by CRRI, New Delhi

The results show that both short term (seven and 28 days) and long term (90 days) compressive as well as flexural
strength of concrete increased when cement is partially replaced by GGBS up to a level of 40%. When 50%
cement is replaced with GGBS, the strength of the concrete remains almost same.

Multiple studies showed multi-fold advantages of GGBS concrete vs. pure OPC concrete or fly-ash-based
concrete, such as: (i) reduced thermal cracks because of lower heat of hydration, (ii) reduced shrinkage cracks,
(iii) improved workability and smooth finish, (iv) improved cohesion, (v) better resistance against chemicals such
as chlorides, sulphates and carbon dioxide, (vi) higher compressive strength (initial as well as long term), (vii)
higher flexural strength, (viii) improved durability.

In fact, GGBS was found to be one of the most effective replacement materials in concrete manufacturing. Our
market interactions suggest that GGBS has a replacement potential of 25-70%, based on the required application.
For example, in case of foundations of high-rise buildings, the replacement can be as high as 60-65%, whereas
for surfaces above the ground, the replacement can be at 40-50%. Also, the industry uses GGBS across concrete
grades, as per the mix design requirements.

Demand and outlook of GGBS in India

GGBS is a strength-enhancing compound that improves durability of concrete structure. Thus, the demand for
GGBS in the country, which was estimated at 6.0-6.2 million tonne in Fiscal 2024, is expected to grow at 15-16%
CAGR over five years, to 11.0-11.5 million tonne in Fiscal 2028.

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 GGBS demand and outlook

E – estimated F – forecast
Source: CRISIL MI&A Research, Industry

The sustained rise in demand will be because of GGBS being one of the most effective materials that can be used
as replacement (for OPC and fly ash) in concrete manufacturing and growing awareness about the product’s
benefits among decision makers and certifying authorities.

In Fiscal 2024, the penetration of GGBS (GGBS-to-ready mix concrete (“RMC”) ratio) was estimated at ~6%.
With improving penetration of RMC and rising adoption of GGBS, the penetration of GGBS is expected to
improve to 7.0% by Fiscal 2028. Increasing adoption of GGBS is expected to be led by efforts of industry
participants, including JSW Cement, which are making efforts to educate key influencers about the product’s
benefits, conducting successful design-mix trials at project sites, presenting the results to certifying authorities,
and getting necessary approvals from project management consultants, who are key decision makers as well, and
concerned government departments, if any. Also, the various studies being conducted proving the benefits for
using GGBS in concrete structures is gradually improving the awareness among the stakeholders, and, thus,
willingness to pay for the products. The key concern, though, is timely delivery and availability of the product
near the project site, as transporting GGBS to distant sites can add to the overall cost of the project.

Segregation of demand across regions

The key raw material required to manufacture GGBS is blast furnace slag. Hence, GGBS manufacturers are
concentrated around sources of blast furnace slag. Also, transporting GGBS to construction sites situated at a
distance is not economically viable. Therefore, GGBS produced in a region is largely consumed in that region.

Availability of blast furnace slag is majorly concentrated in southern and eastern India. Hence, southern India
consumes more than half of the total GGBS consumed in the country. Western India is the second largest GGBS
consumer. The eastern region is at a nascent stage of adopting GGBS, with the cost of alternatives a key
monitorable. There is no production and consumption of GGBS in northern India owing to the absence of
availability of blast furnace slag.

Region-wise GGBS consumption (Fiscal 2024)

Source: CRISIL MI&A Research, Industry

Among the states in southern and western India, Karnataka, Telangana and Maharashtra are leaders in terms of
adoption of GGBS. Andhra Pradesh and Gujarat have also shown fair adoption. In fact, Hyderabad, Mumbai,
Pune and Bengaluru are using GGBS in key infrastructure projects (i.e., metro, airport, highway, sea-links, etc),
high-rise buildings, marine applications (dams and shore protection structures), and effluent and sewage treatment
plants.

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(The list of some certifications available where GGBS usage is permitted and the list of some of the projects where
usage of GGBS has been approved are provided in the annexure.)

Demand across end-use segments

More than half of GGBS demand in the country is from infrastructure projects. Residential and
industrial/commercial projects are the other two end-use segments. Indeed, infrastructure projects such as metros,
roads and bridges, etc have shown the highest adoption of GGBS.

In the residential segment, GGBS adoption can be observed in large real estate projects. High-rise buildings and
township projects are using GGBS. GGBS finds application in foundation works owing to low heat of hydration.

End-use segment-wise GGBS demand (Fiscal 2024)

Source: CRISIL MI&A Research, Industry

Segregation of demand by application

GGBS is commonly used as a cementitious material in blended cement as a replacement for Portland cement in
concrete production. Commercial RMC, and project and captive consumption are major applications of GGBS,
accounting ~95% share in Fiscal 2024.

Application-wise GGBS consumption (Fiscal 2024)

Note: Others include cement product industries, dry mix mortar, autoclave aereated concrete (“AAC”) blocks, grouts, soil stabilisation, etc.
Source: CRISIL MI&A Research, Industry

Soil stabilisation, AAC (autoclaved aerated concrete), grout, dry mix products, microfine GGBS and geopolymers
are some of the upcoming applications of GGBS.

Supply of GGBS

The demand for GGBS in India was estimated at 6.0-6.2 million tonne in Fiscal 2024. JSW Cement was the largest
supplier of GGBS in India during the year, with 82.7% share. Company’s sales stood at ~5.08 million tonne in
Fiscal 2024.

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 Share of GGBS suppliers in India (Fiscal 2024)

Source: CRISIL MI&A Research, JSW Cement, Industry

The company has six GGBS manufacturing units – in Vijaynagar (Karnataka), Dolvi (Maharashtra), Nandayal
(Andhra Pradesh), Salem (Tamil Nadu), Jajpur (Odisha), and Salboni (Odisha), with Vijaynagar and Dolvi plants
contributing over 85% to the total GGBS sold by the company in Fiscal 2024.

GGBS sold by JSW Cement in the past three Fiscals

Fiscal 2022 Fiscal 2023 Fiscal 2024

GGBS sold (million tonne) 3.13 3.85 5.08

Source: JSW Cement, CRISIL MI&A Research

Other notable Indian suppliers of GGBS are Sri Balaha Chemicals Pvt Ltd (Andhra Pradesh), Sagar Cements Ltd
(Andhra Pradesh), My Home Industries Pvt Ltd (Andhra Pradesh), Chettinad Cement Corporation Pvt Ltd
(Andhra Pradesh), Ultrafine Minerals & Admixtures Pvt Ltd (Maharashtra), Suyog Elements India Pvt Ltd
(Gujrat), Pyramid industries (Gujrat) and STP & Sons (Maharashtra).

GGBS manufacturers and blast furnaces in India

Note: The map is not accurate to scale; The names of GGBS manufacturers and blast furnaces are provided in the annexure
Source: JSW Cement, CRISIL MI&A Research

GGBS is ground to less than 45 microns. It consists of silicates and alumina silicates of calcium, which gives it a
glassy structure. The physical and chemical properties of GGBS depend on the quality of slag used to produce it.
The following two key factors affect the quality of slag:

• Glass content: The molten slag from the blast furnace is poured into a granulator and is rapidly quenched
through high pressure water jets to produce granular particles. The process of water-quenching should be
undertaken in a controlled environment to avoid crystalline formation. A good quenching process leads to

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 achieving a glass content of 92-96%. The reactivity index of GGBS is affected by the chemical composition
and glass content. This index plays a vital role in determining the cementitious performance of GGBS.

• Consistency in chemical composition: The blast furnace slag is rich in oxides of calcium, alumina and
magnesia, etc. In order the control the quality of GGBS, it becomes imperative that consistency is
maintained in the chemical composition of the raw material, i.e. slag being used.

Thus, a GGBS producer such as JSW Cement, which has control over the quality of raw materials, is able to
provide better quality GGBS to its consumers.

Pricing of GGBS

GGBS is a niche product. Its price is driven by the availability of slag because of utility of slag in other
applications, prices of other alternative products available in the region and logistic costs. Currently, GGBS is, on
average, priced at ₹ 4,000-4,500/tonne. The price of GGBS is slightly higher in the western region as compared
to the southern region, due to differences in demand / supply scenario of fly ash and cement between the regions.
Adoption of GGBS in the eastern region is at a nascent stage as the region is still experimenting with the product.
Also, prices of other available alternatives are much lower in the eastern region. Thus, price of GGBS is very low
in the region. Certain flagship projects in northern India have used GGBS. Prices in northern India are determined
more by incurred logistics cost.

Ready mix concrete

Manufacturing process

RMC is a concrete product that is delivered in a ready-to-use mode. It simplifies the construction process by
eliminating the need for on-site mixing. The Indian standards specification IS 4926:2003 defines RMC as concrete
mixed in a stationary mixer in a central batching and mixing plant or in a truck mixer and supplied in fresh
condition to the purchaser, either at the site or into the purchaser’s vehicles. Raw materials for RMC constitute
cement, aggregates, water and admixtures, which are weigh batched in the plant using a pan mixer.

Raw materials used to produce RMC

Source: Industry, CRISIL MI&A Research

Raw material composition of RMC
Raw material Volume share (%)
Cementitious products* (cement, fly ash, GGBS) 12-15%
Coarse aggregate 42-45%
Fine aggregate 35-37%
Additives/admixtures <0.5%
Water 6-8%
Note: * The quantity and type of cementitious products varies depending on grade required to obtain influential mix designs
Source: Industry, CRISIL MI&A Research

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Manufacturing process

RMC is manufactured in centrally batched plants and is then transported to the construction sites in transit mixer
trucks. A typical RMC batching plant consists of the following components: (i) storage units: airtight silos for
cement, bins for aggregates and tanks for water/admixtures, (ii) front end loader for transporting aggregates, (iii)
conveyor belts, (iv) dust collection system, (v) computerised laboratory for controlling the batching and mixing
of ingredients, (vi) transit mixers, and (vii) placement equipment such as concrete pumps.

Production process

Source: Industry, CRISIL MI&A Research

Precise batching of cementitious products, fine and coarse aggregates, water and additives/admixture is caried out
at the central plant. Raw materials are carefully measured and mixed as per required specifications. Raw materials
are mixed in a batching mixer at a regulated speed for a suitable duration as required by the quality mix. The entire
mixing process is carried out by computer-aided scientific controls and methods. Stationary plant mounted mixing
is preferred due to fast production capability and improved concrete quality control.

After completion of mixing/batching at the plant, concrete is released into the transit mixer truck. Concrete is
required to be discharged from the truck mixer within two hours from the time of loading. Thus, the job site is
preferred to be in the vicinity of the batching plant, at a distance of 30-40 km. Discharging of RMC is done directly
from the truck mixer through chute or is pumped by static or mobile pumps at the pouring point with horizontal
and vertical pipelines. Pumps discharge RMC quicker than other available options. Hence, they are preferred at
critical job locations. Finally, RMC is typically discharged within 30 minutes after reaching the construction site
through pumps or conveyor belts.

RMC product types and applications

Grade Classification in terms of strength Applications

M10 Levelling course, footing, concrete roads, etc
M15 Levelling course, footing, concrete roads, etc
M20 Real estate: slab, beam, columns, footings, etc
Ordinary
M25 Real estate: slab, beam, columns, footings, etc
M30 Roads and real estate: slab, beam, columns, footings, etc
M35 Roads and real estate: slab, beam, columns, footings, etc
M40 Roads and bridges: slab, beam, columns, footings, etc
M45 Path/runways, roads, bridges: beam, columns, concrete girders, etc
Standard
M50 Path/runways, roads, bridges: beam, columns, concrete girders, etc
M55 Roads and bridges: beam, columns, concrete girders, concrete piers, etc
M60-
High-very high Long bridges, dams, coastal construction, high rise buildings, etc
M100
Source: Industry, CRISIL MI&A Research

Our interactions with RMC industry stakeholders indicated that M20, M25 and M30 are the most widely used
grades in real estate and concrete road construction in India. The composition of RMC changes with grade types.
Further, the pricing of each grade varies on the basis of the quantity of raw material used for its production.

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Cement quantity increases for higher RMC grades. Higher the quantum of cement used, greater is the strength of
concrete produced. Hence, higher grades are stronger and are largely used in high rise formations and strength-
intensive structures.

Demand assessment and outlook

Domestic demand for RMC was 90-92 million cubic metre in Fiscal 2023. It is estimated to have increased 11-
12% on-year to 100-105 million cubic metre in Fiscal 2024. Future looks promising as well. CRISIL MI&A
Research projects domestic demand for RMC to increase at a four-year CAGR of 10-12% to 155-160 million
cubic metre by Fiscal 2028, by the government’s infrastructure push. Healthy investments in commercial real
estate are expected to provide further momentum to RMC demand from industries such as information technology,
banking, financial services and insurance, tourism, hospitality, education, capital goods, etc. Increasing adoption
of RMC and industrial construction comprising small and medium-scale enterprises, power plants, sewage
treatment plants, few ports, airports, etc will continue to support RMC consumption.

RMC demand and outlook

E: Estimate; P: Projection
Source: CRISIL MI&A Research, industry

Sustainability in the cement industry

Impact of the cement industry on climate

The cement industry is one of the highest emitting industrial sectors, releasing CO2 majorly through direct and
indirect emissions.

Under direct emissions, there are two main activities: calcination and fuel combustion. Fuel combustion is an
energy-related emission, which occurs when fossil fuels are used to heat a pre-calciner or rotary kiln. It accounts
for 30-35% of total CO2 emissions generated in the cement production process. The other primary source of direct
emissions is ‘process emission’, which involves chemical reactions in the pre-calciner to decompose limestone
(calcium carbonate), representing about 50-55% of the total CO2 emissions generated in the process. Indirect
emissions account for the remaining 10-15% CO2 emissions, with power/electricity and logistics accounting for
8-10% and 2-5% of CO2 emissions, respectively. The share of CO2 emissions in Greenhouse Gas (GHG)
emissions is the highest, accounting for close to 98-99% of the total emissions, while those of NOx and Methane
remain negligible.

The cement sector accounts for almost 8% of the global CO2 emissions. China is the largest cement producer,
accounting for about 55% of global production. India is the second-largest cement producer and consumer,
accounting for ~8% of the global installed capacity – and this expected to grow further. As of 2021, overall
emissions are led by China at ~853 MMT of emissions, followed by India (~149 MMT), Vietnam (~54 MMT),
Turkey (~44 MMT), US (~41 MMT) and Indonesia and Saudi Arabia (~29 MMTeach).

India’s emission and energy intensity related benchmarks for the cement industry are better than those of the
global benchmarks. The domestic cement plants have an energy intensity of 3.1 giga joules (“GJ”)/tonne of
clinker and 80kwh/tonne of cement versus the global average of 3.5GJ/ tonne of clinker and 90kwh/tonne of
cement. Also, India’s carbon-emissions intensity at 550 kgCO2 /tonne of cement produced is much lower than
that of the global intensity of 600-650 kgCO2/tonne.

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India versus global benchmarks

Particular Unit India average Global average

Power intensity per tonne of clinker GJ/tonne 3.1 3.5
Power intensity per tonne of cement Kwh/tonne 80 90
Carbon emission intensity kgCO2/tonne 550 630
Source: CRISIL MI&A Research

After power generation, which accounts for ~46% of total carbon emissions in India, the next highest emitting
sector is the cement industry, accounting for ~30% of carbon emissions. Cement sector, accounting for 28% of
carbon emissions of total industrial emissions, is the second largest emitting-industry after steel and iron sector
out of all industrial sectors in India. Of the total CO2 emission in India, the cement sector contributes around 7-
9% versus 45-47% from the power sector, 11-13% from the iron and steel sector, and 12-14% from transportation,
according to the IEA, 2021.

Regulations and government policies: Carbon reduction opportunities

In India, both the Central Pollution Control Board (“CPCB”) and the respective State Pollution Control Boards
(“SPCBs”) deal with environmental issues. Cement plants must also comply with the charter on Corporate
Responsibility for Environment Protection (“CREP”) and various environmental acts and regulations notified by
the Ministry of Environment, Forests and Climate change (“MoEFC”). Key regulatory authorities are CPCB,
SPCB, MoEFC and National Council for Cement and Building Materials (“NCB”). Even the Supreme Court of
India has stepped in from time to time asking the industry to reduce emissions, indirectly impacting the cement
industry.

To curb the ill-effects of emitting pollutants in the industry, the MoEFC has issued emission standards for rotary
kilns (with co-processing of waste) under Section 6 and Section 25 of the Environment Protection Act, 1986.

Permissible emission under Section 6 and Section 25 of the Environment Protection Act, 1986

Particulate matter 30 mg/Nm3

100 mg/Nm3 (pyritic sulphur in limestone is less than 0.25%)
SO2 700 mg/Nm3 (pyritic sulphur in limestone is between 0.25 to 0.5%)
1,000 mg/Nm3 (pyritic sulphur in limestone is more than 0.5%)
NOx 600 mg/Nm3 (800 for rotary kiln with in-line calcinatory)
Source: CPCB, CRISIL MI&A Research

These pollution limits were notified on 9 and 10 May 2016, with the condition the cement plants must comply
with them by 31 March 2017. Cement plants in India are clustered in a few limestone rich regions. Rajasthan has
the maximum installed capacity in India for both cement and clinker followed by Southern states of Andhra
Pradesh, Karnataka, and Tamil Nadu (~29% of total capacity). While Rajasthan have been often impacted by the
regulatory changes to limit pollution in Delhi, there are no major state related policies for emission control in
southern states apart from the ones laid out by CPCB/SPCB and MoEFC. However, in the longer run, stricter
measures are expected across states in line with India’s Nationally Determined Contribution (“NDC”). Players
are also subject to certain fines/penalties in lieu of any environmental breach depending upon the impact of the
breach.

Perform, Achieve and Trade (“PAT”) is a regulatory instrument to reduce Specific Energy Consumption in
energy-intensive industries, with an associated market-based mechanism to enhance cost effectiveness through
Energy Savings Certificates, which can be traded. The Bureau of Energy Efficiency (“BEE”) has rolled out six
PAT cycles until 31 March 2020, with 1073 Designated Consumers (“DCs”) covering 13 sectors. A total savings
of about 26 million tonnes of oil equivalent (“MtoE”) are projected, translating into avoiding of about 70 million
tonnes of CO2, will be achieved by March 2023. The cement sector has surpassed the targets of the PAT scheme
by 80%.

Global standards: Countries such as South Africa, Australia, Germany and many other European countries have
stipulated the emission limits for sulphur dioxide at as low as 50 milligrams per cubic metre (“mg/Nm3”).
Similarly, countries such as Colombia, Germany and other European countries have nitrogen oxide emission limit
at as low as 200 mg/Nm3. The Cement Sustainability Initiative (“CSI”) is a global effort by 25 major cement
producers with operations in more than 100 countries, which believe there is a strong business case for the pursuit
of sustainable development.

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Technology shift: Roadmap to net-zero future

Substitution of clinker with blended cement

Blended cement uses waste products such as fly ash, slag, etc instead of clinker – the main contributor to CO2
emissions – in the cement manufacturing process. Thus, blended cement, such as PPC, PSC and composite,
reduces embodied greenhouse gas emissions. In fact, higher the cement-to-clinker ratio, lower is the emissions.
That said, different blended cement types have different clinker requirements, leading to varied emission intensity.

India versus global benchmarks

Minimum clinked Cement-to-clinker
Type of cement Slag requirement Fly ash requirement
requirement ratio
OPC 95% - - ~1.05
PPC 65% - 0-35% ~1.54
PSC 25% 25-70% - ~4.00
Composite 35% 20-50% 15-35% ~2.86
Source: CRISIL MI&A Research

Alternative fuels and increased energy efficiency to reduce CO2 emissions

Technologies such as waste heat recovery systems, reducing the use of fossil fuels, as well as converting current
fossil fuel-based facilities into renewable biomass fuel-based units are various steps taken by companies to reduce
emissions. Coal and petcoke – two of the most carbon-intensive fuels – are typically used to heat cement kilns.
Hence, one of the ways to lower emissions is through the use alternative fuels, owing to their lower carbon
intensity vis-à-vis coal and petcoke. To be sure, cement plants are actively looking for suitable and low-cost
alternative fuels to lower fuel cost and reduce CO2 emission. As of 2021, the % of alternative fuel use in the
Indian cement industry was estimated at 5-6%, according to Cement Manufacturers Association of India. This
was considerably lower than the global average of ~15% in 2020, as per the International Energy Agency (“IEA”).
The substitution of expensive and high CO2 intensity fossil fuels with biomass, municipal solid waste and refuse-
derived fuels is measured by thermal substitution rate. According to the IEA, mixed fuels are 20-25% less carbon-
intensive than traditional fossil fuels. In India, the government has set a target of 25% alternative fuel use in the
cement industry by 2030 as part of its commitment to reducing carbon emissions and promoting sustainable
development.

Green cement and LC3 gaining traction

Green cement is cement produced by companies through manufacturing techniques that reduce carbon emissions.
Compared with OPC, green cement consumes ~60% less thermal energy and the carbon emission intensity is also
60% lower. Another product is limestone calcined clay cement (“LC3”). This new type of cement is based on a
blend of limestone and calcined clay. LC3 can reduce CO2 emissions by up to 40%, is made using limestone and
low-grade clays, which are available in abundant quantities, is cost effective, and does not require capital intensive
modifications to existing cement plants. JK Lakshmi Cement has partnered with Society for Technology and
Action for Rural Advancement to integrate calcined clay technology into its operations to produce LC3.

Government initiatives supporting green cement

Governments globally are recognising the urgency of promoting green cement production. Some key initiatives
are:

(A) Public procurement of green cement: A growing trend involves governments leveraging their purchasing
power to incentivise the use of green cement in public infrastructure projects. For instance, the UK aims to
achieve net-zero embodied carbon in all new government buildings by 2029, with green cement a critical
material to achieve this goal. Estimates suggest that if just 20% of global cement demand were met by
green cement, CO2 emissions could be reduced by 15%, highlighting the potential impact of such policies.

(B) Financial incentives: Some governments are also offering tax breaks or subsidies to producers
manufacturing green cement. India provides tax benefits on electricity used for production of blended
cements containing fly ash and slag, encouraging their use as clinker replacements.

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(C) Research and development support: Governments are investing in research and development focused on
advancing green cement technologies. The EU, through its Horizon 2020 programme, has funded research
projects exploring innovative low-carbon cement formulations and alternative clinker production methods.

By supporting these advancements, governments can help accelerate the development and commercialisation of
green cement. These initiatives also highlight a growing commitment from governments to promote green cement,
which will not only accelerate its wider adoption but also contribute to a more sustainable construction industry.

Avenues and challenges in achieving manufacturing sustainability

A considerable 8% of global CO2 emissions are from the cement industry, with clinker production, a key stage in
the manufacturing process, responsible for about half of those emissions. There are two main avenues for
achieving sustainability. The first involves operational improvements. By replacing fossil fuels with alternative
fuels such as biomass or industrial waste in kilns, manufacturers can lessen their reliance on carbon-heavy sources
of energy. Additionally, incorporating industrial byproducts such as fly ash and slag into cement blends reduces
the need for clinker, lowering the overall CO2 footprint. Industry estimates suggest that these two methods alone
can contribute considerable in reducing a large proportion of the emissions by 2050. However, challenges remain.
Modifying existing kilns might be necessary for the alternative fuels, and large-scale implementation of some
promising technologies, such as carbon capture and storage, are still under development. Still, the environmental
benefits are considerable. By embracing these advancements and optimising the processes, the cement industry
can significantly reduce its carbon footprint and contribute to a greener environment.

Competitive Landscape

Competition overview

The Indian cement industry is highly fragmented, with the presence of a few large players and several medium-
sized and small players. Top five players – UltraTech Cement, Shree Cement, Ambuja Cement (including ACC
Ltd), Dalmia Cement and Nuvoco Vistas Limited holding a ~54% market share by grinding capacity. The industry
has various entry barriers, such as high capital costs, long gestation period, and inadequate availability of raw
material, as well as transportation barriers, as railways and roadways are expensive modes compared with the sea
transport. However, sea transport has difficulties associated with the procurement of land near coastal areas for
setting up of the grinding units and other associated costs for infrastructural facilities at port regions. Over the
past decade, the Indian cement industry has seen many large mergers and acquisitions. Some have been in the
form of global companies acquiring domestic players, while others have been domestic companies looking to
consolidate their market position. Since demand growth is likely to pick up only gradually from the current levels,
due to the pandemic-led disruption, further industry consolidation is likely in the near term.

Domestic manufacturers can broadly be bucketed into pan-India, regional and standalone players. Pan-India
players are large players, such as ACC and Ambuja, UltraTech Cement, Shree Cement and Dalmia Cement.
Players whose presence is restricted to one or two regions are categorised as regional players. Key players in this
segment include Nuvoco Vistas (concentrated in the east, central and north), India Cement (south and west), JK
Cement (north and south), JK Lakshmi Cement (east, west and north), Kesoram Industries (south), Chettinad
Cement (south) and Ramco Cements (south and east). Players such as Panyam Cement, Penna Cement, Star
Cement and Sanghi Cement are operational in a few states within a region.

Pan India and regional players

Pan-India (multiregional) players Regional players

Pan India: UltraTech Cement, Ambuja Cement, ACC Ltd Nuvoco Visatas, India Cement, JK Cement, JK Lakshmi Cement, Kesoram
Multiregional: Shree Cement, Dalmia Cement, JSW Industries, Chettinad Cement, Ramco Cements, Panyam Cement, Penna
Cement Cement, Star Cement, Sanghi Cement
Source: CRISIL MI&A Research

Characteristics of pan-India and regional players

UltraTech Cement Ltd is the largest manufacturer of grey cement, ready-mix concrete (RMC) and white cement
in India. It is one of the leading cement producers globally too. It has 24 integrated plants and 29 grinding units,
one clinkerisation unit and eight bulk-packaging terminals. Apart from this, it has one white cement unit and three
wall-care putty units. Its operations span across India, the UAE, Bahrain, Bangladesh and Sri Lanka. UltraTech

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is also India’s largest exporter of cement, with a presence in countries around the Indian Ocean and in the Middle
East.

Ambuja Cement Ltd was first incorporated as Gujarat Ambuja Cement Ltd in 1983. The company commenced
cement production in 1986. It is now a part of the global conglomerate, Lafarge Holcim, and is among the leading
cement companies in India. Ambuja has five integrated cement manufacturing plants and eight cement grinding
units, with operations in India and Nepal. The company has integrated plants in Gujarat, Himachal Pradesh,
Maharashtra, Rajasthan and Chhattisgarh, and grinding units at Punjab, West Bengal, Uttarakhand, Uttar Pradesh,
Himachal Pradesh and Gujarat. As of Fiscal 2023, Ambuja had a cement capacity of 31.5 million tonne.

Formed in 1936, ACC Ltd is India’s oldest manufacturer of cement and RMC. It was formed by amalgamating
10 cement companies promoted by the Tata, Khatau, Kellick Nixon, and FE Dinshaw groups. In 2005, ACC Ltd
and Ambuja Cement Ltd became part of the Holcim group of Switzerland. In 2022, ACC became a part of the
Adani group. The company is a pan-India -player with major cement plants in the eastern and southern regions.
The company operates 17 cement and clinker plants as well as 90 RMC units, and has integrated plants in Andhra
Pradesh, Chhattisgarh, Himachal Pradesh, Jharkhand, Karnataka, Madhya Pradesh, Maharashtra, Odisha,
Rajasthan, Tamil Nadu, Uttar Pradesh and West Bengal.

Regional players such as Ramco Cement and JK Cement have a strong hold in the local markets where they
operate, due to cost leadership, market advantage and proximity to raw material sources.

Market share of large (top 8) cement manufacturers, Fiscal 2024

Source: CRISIL MI&A Research

Financial and operational benchmarking

Capacity Growth 10-year growth (FY14-24 CAGR)

Source: Company annual reports

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JSW Cement’s sale volume increased from 2.19 MMT in Fiscal 2014 to 12.53 MMT in Fiscal 2024, which equates
to CAGR of 19.06% as shown in chart above.
Sales Volume 5-year growth (Fiscal 2019-2024 CAGR)

Source: Company annual reports

JSW Cement’s sale volume increased from 7.35 MMT in Fiscal 2014 to 12.53 MMT in Fiscal 2024, which equates
to CAGR of 11.26% as shown in chart above.
Sales Volume annual growth (Fiscal 2023-2024)

Source: Company annual reports

*Excluding volume sold from JSW Cement FZC in Fiscal 2023

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Revenue growth (%)

Source: Company annual reports

Operating EBITDA per tonne (₹./tonne)

Source: Company annual reports

Operating EBITDA Margin (%)

Source: Company annual reports

RoCE (%)

Source: Company annual reports

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Net debt/Operating EBITDA (times)

Source: Company annual reports

Waste usage as percentage of Raw material

JSW Cement has the highest waste usage as a % of raw material among the peers mentioned in the table below:

Company Fiscal 2022 Fiscal 2023 Fiscal 2024

Ambuja Cements Limited 13.89% 13.80% 29.03%
Dalmia Bharat Ltd 39.00% 42.00% 41.00%
JK Cement Limited 22.40% 22.70% 21.00%
Shree Cement Limited 27.23% 27.96% 24.41%
The India Cements Limited - - -
The Ramco Cements Limited 16.00% 14.00% 16.00%
UltraTech Cement Ltd 19.12% 20.60% 20.84%
Peer-Average 22.94% 23.51% 25.38%
JSW Cement 66.00% 75.00% 64.08%
Source: Company annual reports

Emission intensity of major players

CO2 emissions in kg per tonne of cementitious material
Fiscal 2022 Fiscal 2023 Fiscal 2024
Company
Scope 1 Scope 2 Total Scope 1 Scope 2 Total Scope 1 Scope 2 Total
Ultratech Cement Ltd 582 11 593 557 16 573 557 16 573
Ambuja Cements* 529 22 551 513 21 534 559 22 581
Shree Cement 530 - - 521 14 535 542 11 553
Dalmia Bharat Ltd 489 20 509 463 23 486 459 15 474
Ramco Cements - - - - - 591 - - 590
JK Cement 535 18 553 520 28 548 512 51 563
The India Cements Limited - - - - - - - - -
Peer Average 552 545 526 23 556
JSW Cement 220 46 266 173 33 206 241 29 270

Top Global Cement Companies Calendar Year 2022 Calendar Year 2023
Holcim 562 37 599 545 36 581
Heidelberg# 551 - - 534 0.93 535
Cemex 562 53 615 541 51 592
CRH - - 566 - - 562
Global Peer Average 593 568

Source: Company annual reports

Note: Total emission is addition of Scope 1 and 2; Peer group average of scope 1, scope 2 and Total emissions is average of the reported
numbers of the above-mentioned companies; Top global cement companies mentioned above have installed cement capacity of more than
40MTPA
*For Ambuja, Fiscal 2022 is January-December 2022 and Fiscal 2023 is January 2023-March 2024
#Heidelberg distinguished its market- and location-based Scope 2 emissions for the first time in 2023. Data for prior years is not available.

In Fiscals 2022, 2023 and 2024, JSW Cement’s carbon dioxide emission intensity was 266 kg per tonne, 206 kg
per tonne and 270 kg per tonne, respectively, which was approximately 52%, 62% and 51% lower than the average
of emissions reported by Indian peer group.
JSW Cement’s carbon dioxide emission intensity in Fiscal 2024 was ~53% lower compared to average carbon
dioxide emission intensity of global cement companies mentioned in the above table in 2023.

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Clinker ratio of peer companies

Clinker ratio of peer set as of Fiscal 2024:

Clinker factor Fiscal 2024

Ambuja Cements Limited 64.30%
Dalmia Bharat Ltd 59.30%
JK Cement Limited 63.70%
Shree Cement Limited 64.66%
The India Cements Limited -
The Ramco Cements Limited 77.00%
UltraTech Cement Ltd 69.60%
JSW Cement Ltd 46.60%
Peer-Average 66.43%
Source: Company report

JSW Cement’s clinker ratio of 46.60% is lower than the average clinker ratio of 66.43% among the peer cement
manufacturing companies mentioned in the above table as of Fiscal 2024.

Notes:
All financials have been adjusted based on CRISIL Ratings standards; Financial data for Fiscal 2024 figures is as per financial statements of
Annual reports, given the annual report of the company is published as on July 31 st 2024. Otherwise, financial data taken as per quarterly
results. Fiscal 2024 numbers for such companies are subject to changes post release of Annual reports; Raw Material cost includes cost of
material, purchase of stock-in-trade, changes in inventories

Company set for Peer group: 7 companies accounting for 58-60% of Pan-India capacity as of Fiscal 2024

Ambuja Cements Limited -(Consolidated), Dalmia Bharat Ltd -(Consolidated), Shree Cement Limited -(Consolidated), UltraTech Cement Ltd
-(Consolidated), India Cements Ltd -(Consolidated), J.K.Cement Ltd -(Consolidated), The Ramco Cements Limited -(Consolidated).

Company set for Industry Average: 18 companies accounting for 75-80% of Pan-India capacity as of Fiscal 2024

Ambuja Cements Limited -(Consolidated), Birla Corporation Ltd -(Consolidated), Dalmia Bharat Ltd -(Consolidated), Deccan Cements Ltd,
Heidelberg Cement India Limited, India Cements Ltd -(Consolidated), J.K. Cement Ltd -(Consolidated), JK Lakshmi Cement Ltd -
(Consolidated), Orient Cement Limited, Prism Johnson Limited -(Consolidated), Sagar Cements Ltd -(Consolidated), Saurashtra Cement Ltd.
-(Consolidated), Shree Cement Limited -(Consolidated), Shree Digvijay Cement Co. Ltd. -(Consolidated), Star Cement Limited -
(Consolidated), The Ramco Cements Limited -(Consolidated), UltraTech Cement Ltd -(Consolidated), Nuvoco Vistas Corporation Ltd -
(Consolidated).

Regulations and manufacturing process

Government policies and regulations impacting cement sector

Environmental regulations

In India, environmental issues are handled by the CPCB and the SPCBs. To ensure compliance with emission
standards, SPCBs undertake routine inspection of cement plants and limestone quarries. In accordance with the
actions of the environmental surveillance squad, the CPCB also inspects cement facilities to ensure compliance
with emission requirements. The CREP charter, which promotes corporate responsibility for environmental
protection, must be followed by cement companies.

The Indian cement industry needs to comply with the environmental acts and regulations implemented by the
Ministry of Environment, Forest and Climate Change. These regulations cover a variety of environmental aspects,
including noise pollution, use of forest land and wildlife, generation and discharge of trade effluents, and
generation and discharge of air pollutants under the Water (Prevention & Control of Pollution) Act, 1974. The
following acts are applicable to the cement industry: (i) Water (Prevention and Control of Pollution) Cess Act,
1977, (ii) Air (Prevention and Control of Pollution) Act, 1981, (iii) Environment (Protection) Act, 1986, (iv)
Hazardous Waste (Management Handling and Transboundary Movement), 2008, (v) Forest (Conservation) Act,
1980, (vi) Factories Act, 1948, (vii) Wildlife (Protection) Act, 1972, and (viii) Mines Act, 1952.

Evolution of Cement Industry

With a total capacity of about 637 million tonnes as of 2023-24, India is the world’s second largest cement
producer in the world after China with ~8% share in global cement production. However, the growth rate of
cement was slow around the period after independence due to various factors like low prices, slow growth in

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additional capacity and rising cost. In 1956, the price and distribution control system was set up to ensure fair
prices for both the manufacturers and consumers across the country and to reduce regional imbalances and reach
self-sufficiency.

With the easing of licensing, price & distribution controls aided rapid capacity expansions, which led to a surplus
position. The evolution can be split into three distinct periods: (i) total government control (up to 1982), (ii) partial
decontrol (1982 to 1989), and (iii) total decontrol (after 1989).

Total government control (1942-1982)

In this phase, the government exercised strict control by fixing production limits, prices and distribution channels
to ensure fair prices for consumers and commensurate remuneration for producers across the country. The price
set was based on the cost of production of cement throughout the country plus a marginal profit. The price also
considered freight cost component that was averaged for the whole of India. However, producers lacked incentives
to minimise costs, which drove up the average cost of production.

Partial government decontrol (1982-1989)

Recognising the uniform price system’s inefficiencies, the government introduced a system of partial decontrol
in 1982. While existing producers had to sell 66.4% of their produce to the government at a ceiling price, new and
sick units had to sell half of the output. The balance could be sold in the open market. While producers earned a
stable profit on the levy sale to the government, gains from open market sales decreased, as market supply
increased, which heightened competition. Thus, the government gradually reduced the levy quota and hiked
retention prices to boost profitability from open-market sales.

Total decontrol

In 1989, the government completely removed price and distribution controls. A subsidy scheme replaced the
freight pooling system to ensure availability of cement at reasonable prices in remote regions. In 1991, Economic
liberalization policies opened the Indian economy, leading to increased foreign investment in various sectors,
including cement. In 1997, The Indian government allowed 100% foreign direct investment in the cement sector,
which opened up opportunities for the industry and was marked by huge investments.

Cement production process

Stages of cement manufacturing

Source: CRISIL MI&A Research, industry

Key inputs

Limestone is a key input in clinker production. Additives such as bauxite, iron ore and gypsum are added to it to
manufacture cement. The grades of limestone and proportion of additives used determine the quality of cement
produced. Similarly, the choice of fuel depends on availability, cost and process efficiency. Players are
considering using alternatives generated from agro waste, waste oils, animal meal, rice husk, etc to address the
shortage in these inputs and their rising prices.

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Stage 1: Manufacturing clinker
Step1: Limestone Mining, exploration, drilling and blasting
In limestone benching, the quality of the input is assessed and compared with benchmarks before the additives
are mixed. The benched limestone is then drilled and blasted into small pieces. Blasting takes place in two stages
- primary and secondary - wherein if the limestone pieces are not small enough in the first stage, they are further
broken down in the second stage. After blasting, the limestone is extracted and transported for crushing.
Step 2: Crushing
Here the limestone is crushed to make particles suitable for blending and storage. After this, all raw materials
including additives are ground. The fineness depends on the process requirement and the grinding mill used.
Generally, crushing is done in two stages, in a primary crusher and a secondary crusher. The primary crusher is
either a mobile and self-propelled unit operating near the quarry face, or a semi-mobile unit moved at infrequent
intervals, or a static unit. The secondary crusher is static unit and is used if required.
Step 3: Pre-homogeneous stage
In this stage, crushed limestone is packed and transported for stacking in piles. The stacked limestone is then
reclaimed by a reclaimer which transports the limestone to a hopper, where additives like silica, alumina, and iron
ore are added to make the mixture uniform, so as to reduce chemical variations in limestone.
Step 4: Raw mill grinding
Here, the raw meal (comprising limestone, clay and additives) is finely ground (so that it reacts fully) before being
burnt in the kiln. There are two types of mills: while vertical roller mills are used for huge capacities, ball roller
mills are used for smaller plants. Choice of the mill is also influenced by the type of raw material, power consumed
and project outlay. Modern mills use separators/classifiers, which separate the fine product and return the coarser
particles to the grinder.
Step 5: Blending and storage
The raw meal/feed is stored in the first silo while continuously blended in the second silo. The feed could also be
simultaneously blended and stored in one large silo, wherein blending is done through a series of orifices in the
base, with limited fluidisation.
Step 6: Pre-heating stage and kiln
After being blended, the raw meal is heated in a preheater followed by a rotary kiln, ensure better product quality.
Preheater consists of vertical cyclone chambers where the raw material passes through and comes in contact with
hot gases from kiln.
The shape and size of the kiln is also central to cement-making. The kiln is lined with refractory bricks for
insulation throughout high-heat zones. The kiln is cylindrical and slightly inclined horizontally (by 3-4 degrees),
and completes 2-4 revolutions per minute. While earlier, alumina refractory bricks were used, mostly in the pre-
heating stage, light-weight, high-strength variants are being used now. Analog instrumentation panels are being
replaced by digital ones. The introduction of microprocessors has helped cement makers adapt to a slew of
automatic control processes in the plant.
The solid material passes down the opposite to the flame. Gas, oil, or pulverised coal is used to ignite the flame
at the lower or front-end of the kiln. The formation of clinker involves multiple processes, beginning with the
evaporation of water, thermal decomposition of clay minerals (at 300-650 degree Celsius), calcite formation (at
800-950 degree Celsius), liquid formation (at about 1,250 degree Celsius), and finally, formation of clinker (at
1,400-1,450 degree Celsius).
The clinker then passes into a cooler, before being ground further. The heat is reclaimed and recycled to the kiln
as secondary combustion air. Introduction of precalcination has increased clinker output by 2-2.5 times and aided
the use of low-calorific value coal, as well as various agricultural and industrial combustible wastes. Systems have
been developed to use fuels like lignite and petcoke and other alternatives. Single kilns capable of producing more
than 6000 tonnes per day capacity have already been installed.
Stage 2: Clinker to cement
Step 1: Grinding and blending

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Cement is produced in a separate grinding mill by grinding cooled clinker with gypsum. Depending upon the
grade and type of cement being manufactured,blast-furnace slag, fly ash, natural pozzolanas, etc, or limestone are
also added to the clinker. The Mixture of clinker, gypsum and Fly Ash/ Slag is then ground into a fine and
homogenous powder in a ball mill/vertical roller mill/roller press. The cement is stored in silos before being
dispatched either in bulk or as bags.
Grinding
Moving over from ball mills (open/closed circuit systems), there are various upgraded technologies that have been
developed. Closed-circuit systems: Cement plants use a closed-circuit system, where material from the grinding
mill is taken to an air separator or a classifier. Here, based on the particle's size, the mass is separated into 'fine
product' stream and a 'coarse reject' stream. The 'coarse reject' stream is then reground. The diameter of the mill
is up to 4.5 metres, with a length to diameter (L/D) ratio of around 3. The 'coarse reject' stream is recirculated at
a rate like that of the clinker feed.
The closed-circuit grinding system is more efficient than the open circuit system, as the rejected particles can be
re-circulated, and power consumption is also lower (especially for higher compression cement). However, for
making ordinary portland cement (OPC), energy savings are lesser as the clinker percentage is higher.
Thus, closed-circuit grinding systems consume 35-40 kWh/tonne. In case higher compression cement variants
which harden rapidly such as the OPC-43 and OPC-53 grades, 3-5 per cent of energy is saved, as compared to the
open circuit grinding system, where the energy consumption is 55 kWh/tonne.
Vertical Roller Mill (VRM): This is another breakthrough in the grinding process. Besides a higher drying
capacity, the VRM consumes 20-30 per cent lesser power as compared to ball mills.
High Pressure Grinding Rolls (HPGRs): HPGRs operate in different modes: open circuit, pre-treatment with
circulation, pre-treatment with de-agglomeration & recirculation and closed circuit. Such installations could
increase capacity by up to 200 per cent and consume 30-40 per cent less power, compared with ball mills.
Horizontal roller mill: This can produce uniform raw meal and has advantages in processing raw materials
containing higher percentage of quartz. However, this technology system is yet to be adopted in India.
Cement manufacturing process

Source: CRISIL MI&A Research, industry

Heat treatment processes
There are four heat treatment processes – dry, wet, semi-wet and semi-dry. Until the 1970s, the wet process was
predominantly used. However, since the early 1980s, use of the dry process has increased significantly.
Dry process: This process is commonly used globally to manufacture cement as it is more energy efficient. In the
dry process, the kiln feed has moisture content of 0.5%.
Wet process: In this process, the kiln feed has a moisture content of 30-40% and deflocculates (for reducing
viscosity) to enable pumping.

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Semi-wet process: In this process, the slurry is dehydrated in a filter press to form a cake with moisture content
of ~20%.
Semi-dry process: Here, the raw meal is pre-treated, as in the dry process. In an inclined rotating dish or drum,
the raw meal is made into nodules of ~15 mm spheres, with moisture content of ~12%.

From cement storage silos, cement is extracted and conveyed to packaging machines. Through a process of
microprocessor-based filling and weighing, the cement is packed in polypropylene or laminated bags, maintaining
a uniform bag weight of 50 kgs.
Use of alternative fuels
The cement industry predominantly uses coal-based power, generating 3,200-3,300 kilo joules/kg of heat. Burning
fossil fuels such as pulverised coal/oil in the rotary kiln generates high-grade heat. But as these fuels are
progressively becoming expensive and difficult to procure, there is an increasing need for alternative fuels such
as agro waste, waste oils, animal meal and rice husk. These are being tested and used based on the manufacturing
method, cost-effectiveness and availability.

Threats and Challenges in Cement Industry

India’s cement industry stands as a formidable force, holding the position of the world’s second-largest cement
producer. However, the industry in India faces several challenges, including environmental concerns, land
acquisition, logistics issues, etc. Major risks faced by the industry are:

Environmental concerns

The cement industry is identified as one of the 17 categories of highly polluting industries as per CPCB. Process
of calcination is the largest CO2 contributor in cement manufacturing which accounts for ~60% followed by fuel
combustion (30%) and power and other logistics (10%). In cement production, large amounts of CO2 are emitted,
about 900kg-1 tonne of CO2 per tonne of clinker. Share of CO2 in greenhouse gas emissions is the highest,
accounting for close to 98-99% of the total emission while that of NOx and methane remains negligible. However,
with higher focus towards sustainability and net-zero emissions, the government can play a pivotal role in
facilitating the industry’s transition towards greener practices by implementing green public procurement policies.
To maintain pace with sustainability goals, players are focusing on alternative energy/fuel consumption, usage of
renewable sources and increasing share of blended cement to limit clinker usage.

Volatility of input costs

Power and fuel costs account for a large chunk of cost of sales (~30% as of Fiscal 2024). Imported coal and pet
coke are the key fuels used in captive power plant and clinkerisation kiln, respectively. Prices of these
commodities are governed by global demand and supply and are volatile in nature. After soaring high in Fiscal
2023, energy prices have dwindled by 16-18% in Fiscal 2024 on-year basis in line with correction in crude oil
prices post Russia-Ukraine conflict. However, any further geo-political tension impacting crude/coal prices, to
remain key monitorable.

Increased competition

The Indian cement industry is fragmented, with the presence of few large players and many medium and small
players. Players can be broadly classified as pan-India, regional and standalone. During last decade, a rush of
expansions, mergers, acquisitions and consolidations has reshaped the industry. Large acquisitions in the industry
had been in the form of foreign players acquiring domestic companies followed by mergers and acquisitions
between domestic players. Taking into account the capex plans of the large players, the cement industry is on the
road to becoming more competitive, with more consolidations expected. Indeed, while most of the stressed assets
have been acquired over the past five years, CRISIL MI&A anticipates an acceleration in consolidation where
other relatively weak mid-size and small assets will be the focus.

Alternatives to cement

There are several alternatives to traditional Portland cement that can help reduce the environmental impact of the
cement industry. While such technologies/products are at nascent stage in India, adoption of the same has started
globally. It includes: (i) Geopolymers - Geopolymers are made from fly ash, waste product from coal-fired power
plants, and alkaline activators such as sodium hydroxide or potassium hydroxide. Geopolymers have been shown

244
to have similar strength and durability to Portland cement, but they have a much lower carbon footprint; (ii) LC3
– it is a new type of cement that is based on a blend of limestone and calcined clay. LC3 can reduce CO2 emissions
by up to 40%, is made using limestone and low-grade clays, which are available in abundant quantities, is cost
effective and does not require capital intensive modifications to existing cement plants; (iii) Calcium
sulfoaluminate (“CSA”) cement: CSA cement is made from calcium sulfate and aluminum silicate. It has a lower
clinker content than Portland cement, which means that it produces less CO2 emissions. CSA cement is also more
resistant to sulfate attack, making it a good choice for use in applications where concrete is exposed to seawater
or other aggressive chemicals.
Porter’s five force analysis

Source: CRISIL MI&A Research, industry

Threats and challenges for RMC and GGBS industry

Raw material are the fundamental substances or components essential for the production of RMC and GGBS. Non
availability of consistent and good quality blast furnace slag in case of GGBS, and aggregates, admixtures in case
of RMC are key concern areas of the industry. Price fluctuation of these raw material also is a challenge for these
industries. Further, transporting the raw material and the finished product over a long distance adds to the total
cost and is a key concern for the industry. Availability of skilled and trained manpower for operations and
maintenance of equipment and plant too remain a key challenge for the RMC and GGBS industry.

Annexure

List of some of the certifications that allow the use of GGBS

Sr. no Relevant certification

1 IS 456-2000 for Plain and Reinforced Concrete Code of Practice
2 Ministry of Railways - Guidelines for the Use of High Performance Concrete in Bridges (RDSO)
3 Municipal Corporation of Greater Mumbai (Various road tenders)
4 CPWD specifications (Volume 1) – 2009
Maha Metro – UFC-01: Design of Construction of Underground Stations at Shivaji Nagar and Civil Court and
5
Associated Tunnels
6 Department of Atomic Energy -Specification for Civil Works (2015)
7 Indian Roads Congress (IRC :15-2017)
8 Indian Road Congress – Guidelines for Use of High Performance Concrete in Bridges (IRC: SP: 70-2005)
Source: Industry, CRISIL MI&A Research

List of some of the projects where use of GGBS has been approved in India

Sr. no GGBS approvals in various projects

1 Ahmedabad Metro Rail Corporation Limited

2 Bangalore Metro Rail Corporation Limited
3 Delhi Metro Rail Corporation Limited
4 Pune Metro Rail Maha Metro

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 Sr. no GGBS approvals in various projects

5 Mumbai Metro Rail Corporation Line #3

6 National Highway Authority Of India
7 Proposed NH66 – Indapur, Maharashtra to Zarap, Maharashtra (Mumbai Goa highway)
8 Proposed NH17 – Panjim, Goa to Mangalore, Karnataka
9 NH75 - Addahole to Bantawal
10 NH4b - JNPT phase #2 to Kalamboli - Ashoka Buildcon limited
11 NH4b - gavan phata interchange - Kumar JM Mhatre JV
12 NH65/NH50/NH52/NH52k — Latur, Nilanga
13 NH211 – Solapur, Mahrashtra to Yedshi, Maharashtra
14 NH266 – Tasgaon, Maharashtra to Shirdhon, Maharashtra
15 NH75 – Hassan, Karnataka to Maranahally, Karnataka
16 NH166 6 NH166e - Nagaj to Path to Mulchandi
17 Maharashtra State Road Development Corporation Limited
18 Nagpur Mumbai Samruddhi Expressway
19 Mangaon, Maharashtra to Dighi port, Maharashtra
20 Tala, Maharashtra to Agardanda, Maharashtra
21 NH548C Satara, Maharashtra to Mhaswad, Maharashtra
22 APTIDCO & APRCDA Andhra Pradesh
23 Bengaluru International Airport
24 PWD Goa-Zuari river bridge project Goa
25 GSIDC Goa - Mandovi river cable stayed bridge project Goa
26 Dedicated Freight Corridor Corporation Of India Limited
27 Konkan Railway Corporation Limited
28 Mumbai Coastal Road South
29 Vizhinjam International Seaport
30 Mumbai Pune corridor - project for capacity augmentation
31 Bharat Ratna Babasaheb Ambedkar Memorial, Mumbai
32 Director General of Naval Ports (Naval Dockyard)
33 Shriram Janm Bhoomi Teertha Kshetra, Ayodhya
34 3rd Vashi creek bridge- Thane creek bridge TCB3
35 Mumbai Elevated Metro Line 2B
36 Cisco Mass Housing, Navi Mumbai
37 NH361- four lining of choker aloha section of Latur Nanded road
38 NH6 four lining work of package 4, section Amravati Chikghli section
39 Surat Metro Rail Corporation
Source: JSW Cement, CRISIL MI&A Research

List of blast furnace units in India

BF Sr.
Plant name Location BF capacity (tonnes)
no.
BF 1 Jayaswals Neco Industries Ltd. Raipur, Chhattisgarh 650000
BF 2 JSW Ispat Special Products Limited Raigarh, Chhatisgarh 612500
BF 3 Orissa Metaliks Private Limited Kharagpur, West Bengal 390000
BF 4 Atibir Industries Co. Ltd (Unit II) Giridh, Jharkhand 600000
BF 5 Tata Steel Long Products Limited Jamshedpur, Jharkhand 650000

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 BF Sr.
Plant name Location BF capacity (tonnes)
no.
BF 6 Tata Steel Ltd Jamshedpur, Jharkhand 9600000
BF 7 JSW Steel Ltd Vijaynagar, Karnataka 12000000
BF 8 Bhushan Power And Steel Ltd Sambalpur, Odisha 2500000
BF 9 Shyam Metalics Bardhaman, West Bengal 60000
BF 10 Electrotherm (India) Limited Kutch, Gujarat 277200
BF 11 Rashmi Metaliks Ltd West Medinipur, West Bengal 170333
BF 12 Jindal Steel And Power Ltd Raigarh, Chhattisgarh 3050000
BF 13 Jai Balaji Industries Limited (Unit-IV) Bardhaman, West Bengal 80500
BF 14 SMC Power Generation Limited (Unit II) Jharsuguda, Odisha 120000
BF 15 Arcelor Mittal Nippon Steel India Ltd Surat, Gujarat 3490000
BF 16 Sree Metaliks Limited Kendujhar, Odisha 36000
BF 17 JSW Steel Ltd Dolvi, Maharashtra 8000000
BF 18 Sunflag Iron And Steel Co Ltd. Bhandara, Maharashtra 600000
BF 19 Jindal Steel And Power Ltd Angul, Odisha 3200000
BF 20 Tata Steel Meramandali, Odisha 3919000
BF 21 Jai Balaji Industries Ltd. – I Bardhaman, West Bengal 30118
BF 22 Balmukund Sponge And Iron Pvt.Ltd Giridh, Jharkhand 39600
BF 23 Arjas Steel Pvt Ltd (Gerdau Steel) Anantapur, Andhra Pradesh 300000
BF 24 Sri Kalahasthi Pipes Limited (Lanco) Chittoor, Andhra Pradesh 300000
BF 25 Vizag Steel Plant Visakhapatnam, Andhra Pradesh 7300000
BF 26 SAIL - Bhilai Steel Plant Bhilai, Chhattisgarh 7500000
BF 27 Vedanta Limited Ponda, Goa 625000
BF 28 Electro Steels Ltd Bokaro, Jharkhand 1450000
BF 29 Narsingh Ispat Ltd Seraikela, Jharkhand 163875
BF 30 SAIL - Bokaro Steel Plant Bokaro, Jharkhand 4360000
BF 31 Swati Concast And Power Pvt Ltd Giridh, Jharkhand 72000
BF 32 Kalyani Steels Ltd Koppal, Karnataka 480000
BF 33 Kirloskar Ferrous Inds Ltd Koppal, Karnataka 385000
BF 34 SAIL - Visveswaraya Iron And Steel Ltd Shimoga, Karnataka 118000
BF 35 SLR Metaliks Ltd Bellary, Karnataka 240000
BF 36 Evonith Metallics Ltd Wardha, Maharashtra 600000
BF 37 SAIL - Rourkela Steel Plant Rourkela, Odisha 4400000
BF 38 Tata Steel Ltd Kalinganagar, Odisha 3000000
BF 39 VISA Steel Ltd Jajpur, Odisha 225000
BF 40 JSW Steel Ltd Salem, Tamil Nadu 1000000
BF 41 Ankit Metal And Power Ltd. Bankura, West Bengal 12325
BF 42 Electrosteel Castings Limited Khardah, West Bengal 425000
BF 43 Jai Balaji Industries Ltd (Unit III) Bardhaman, West Bengal 428750
BF 44 KIC Metaliks Ltd. Bardhaman, West Bengal 265000
BF 45 Tata Metaliks Ltd Kharagpur, West Bengal 600000
BF 46 Neo Metaliks Ltd Durgapur, West Bengal 188000
BF 47 SAIL - Durgapur Steel Plant Durgapur, West Bengal 1802000
BF 48 SAIL - IISCO Steel Plant Burnpur, West Bengal 2500000
BF 49 Suraj Products Ltd Sundergarh, Odisha 60000
BF 50 Ispat Damodar Ltd Purulia, West Bengal 60000

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Source: JPC, CRISIL MI&A Research

List of GGBS manufacturers in India

GGBS Sr. no. Player name Location

GGBS 1 JSW Cement Ltd Vijaynagar, Karnataka

GGBS 2 JSW Cement Ltd Dolvi, Maharashtra
GGBS 3 JSW Cement Ltd Nandyal, Andhra Pradesh
GGBS 4 JSW Cement Ltd Salem, Tamilnadu
GGBS 5 JSW Cement Ltd Jajpur, Odisha
GGBS 6 JSW Cement Ltd Salboni, West Bengal
GGBS 7 Sri Balaha Chemicals Pvt Ltd Hindupur, Andhra Pradesh
GGBS 8 Sagar Cements Limited Vishakhapatnam, Andhra Pradesh
GGBS 9 My Home Industries Pvt Ltd Vishakhapatnam, Andhra Pradesh
GGBS 10 Chettinad Cement Corporation Pvt Ltd Vijaywada, Andhra Pradesh
GGBS 11 Ultrafine Minerals & Admixtures Nagpur, Maharashtra
GGBS 12 Suyog Elements India Pvt Ltd Bharuch, Gujrat
GGBS 13 Pyramid Industries Rajkot, Gujrat
GGBS 14 STP & Sons Nagpur, Maharashtra
Source: Industry, CRISIL MI&A Research

Use of GGBS in overseas projects

Name of the project Country GGBS used

Spinnaker Tower UK 50%

Wales Millennium Center UK 55%
Persistence Works UK -
Clyde Wind Farm UK 16,000 Tonnes
Blackpool Sea Defense UK 50%
Second Severn Crossing road bridge UK 70%
Liquefied natural gas (LNG) storage tanks at Milford Haven UK 65%
The Welcome Trust Millennium Building UK 70%
Queen Elizabeth II Bridge UK 70%
Twenty Two Building UK 68%
ORTUS Centre UK 50%
20 Fenchurch St - Walkie Talkie UK 50%
Clackmannanshire Bridge UK 70%
Source: Industry, CRISIL MI&A Research

According to U.S. Geological Survey report, production (sales) of GGBS in the United States is estimated at 16
million metric tonnes in 2021, 2022 and 2023. The country imported 2.1, 1.7 and 2.1 million metric tonnes of
GGBS in 2021, 2022 and 2023, respectively, for domestic consumption. The report also states that with 40%
share, Japan is the leading GGBS exporter to the United States, during 2019-2022. Over the same duration, China,
Brazil and Canada’s share in total imports of GGBS stood at 23%, 18% and 7%, respectively.

GGBS manufacturers: Overseas

Name Location
Heidelberg Materials UK (earlier known as Hanson UK) UK
Boral Limited Australia

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 Name Location
Lafarge Emirates Cement LLC UAE
Readymix Gulf LLC UAE
Aggregate Industries UK
JFE Mineral & Alloy Company Ltd Japan
LKAB Minerals Sweden
Source: Industry, CRISIL MI&A Research

249
 OUR BUSINESS

Unless otherwise stated, references in this section to “we”, “our” or “us” are to our Company along with our
Subsidiaries, on a consolidated basis along with JSW Cement FZC (one of our Joint Ventures). References to our
“Company” refers to JSW Cement Limited on a standalone basis. Until March 21, 2023, JSW Cement FZC was
a wholly-owned subsidiary of our Company. Until March 21, 2023, JSW Cement FZC was a wholly-owned
subsidiary of our Company. Effective March 22, 2023, JSW Cement FZC became a joint venture between our
Company and Aquarius Global Fund PCC. As a result, JSW Cement FZC is now reported as a joint venture in
our financial statements and is accounted under the equity method of accounting. However, in the financial
statements for Fiscal 2022 and for the period from April 1, 2022 until March 21, 2023, JSW Cement FZC is
consolidated as a wholly-owned subsidiary. Therefore, our financial statements and operating metrics for Fiscal
2024 are not directly comparable with our financial statements and operating metrics for Fiscals 2023 and 2022.
For more details on the deconsolidation of JSW Cement FZC see, “History and Certain Corporate Matters –
Other material agreements – Shareholders cum joint venture agreement dated February 6, 2023 amongst our
Company, JSW FZC (“JSWCF”) and the Aquarius Global Fund PCC (“Investor”)(“JV Agreement”)” beginning
on page 306.

Some of the information in the following discussion, including information with respect to our business plans and
strategies, contains forward-looking statements that involve risks and uncertainties. You should read “Forward-
Looking Statements” beginning on page 25 and for a discussion of the risks and uncertainties related to those
statements and “Risk Factors” beginning on page 39. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements. Only to the extent explicitly indicated, industry and
market data used in this section has been derived from the report titled ‘Market Review of Cement Sector’ dated
August 2024, prepared and issued by CRISIL (the “CRISIL Report”), commissioned by and paid for by our
Company. The CRISIL Report has been prepared and issued by CRISIL for the purpose of understanding the
industry exclusively in connection with the Issue. Unless otherwise indicated, all financial, operational, industry
and other related information derived from the CRISIL Report and included herein with respect to any particular
fiscal or calendar year, refers to such information for the relevant year. The CRISIL Report will be available on
the website of our Company at the following web-link: https://www.jswcement.in/industry-report from the date of
filing this Draft Red Herring Prospectus until the Bid / Issue Closing Date.

References in this section to “products” refers to cement, ground granulated blast furnace slag, clinker and allied
cementitious products collectively.

Overview

We are the fastest growing cement manufacturing company in India in terms of increase in installed grinding
capacity and sales volume from Fiscal 2014 to Fiscal 2024 (among the top 10 cement manufacturing companies
in terms of installed capacity), according to the CRISIL Report. Over this period, our installed grinding capacity
and sales volume grew at a compound annual growth rate (“CAGR”) of 14.14% and 19.06% respectively, as
compared to the industry average CAGR of 7.31% and 7.56% respectively according to the CRISIL Report. We
are also the fastest growing cement manufacturing company in terms of increase in sales volume within India
from Fiscal 2023 to Fiscal 2024 (among the top 10 cement manufacturing companies in terms of installed
capacity), and our sales volume has increased by 31.11%, excluding volume sold from JSW Cement FZC in Fiscal
2023, during the period as compared to the industry average of 6.35% according to the CRISIL Report.

As of March 31, 2024, we had Installed Grinding Capacity (defined below) of 20.60 MMTPA consisting of 11.00
MMTPA, 4.50 MMTPA and 5.10 MMTPA in the southern, western and eastern regions of India, respectively. As
of March 31, 2024, we had an Installed Clinker Capacity (defined below) of 6.44 MMTPA which includes the
Installed Clinker Capacity of JSW Cement FZC. Majority of our capacity has been developed organically by our
in-house project management team, demonstrating our strong project execution capabilities. We are currently
undertaking greenfield and brownfield expansion plans across India, including in the north and central regions, to
increase our Installed Grinding Capacity to 40.85 MMTPA and Installed Clinker Capacity to 13.04 MMTPA, and
create a pan-India footprint.

We are India’s largest manufacturer of ground granulated blast furnace slag (“GGBS”), an eco-friendly product
produced entirely from blast furnace slag (a by-product of the steel manufacturing process), with a market share
in terms of GGBS sales of 82.70% in Fiscal 2024, according to the CRISIL Report. Our green cementitious
products which include (i) products with GGBS, (ii) portland slag cement (“PSC”), (iii) portland composite

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cement (“PCC”) and (iv) others constituted 80.68% of our sales volume in Fiscal 2024. See “ – Our Product
Portfolio” beginning on page 266 for more details. Our focus on manufacturing green cementitious products gives
us the distinction of having a Clinker to Cement Ratio (which we define as clinker consumed during a year divided
by Cement Saleable Production) of 46.60%, which is lower than Peer Average of 66.43% in Fiscal 2024, according
to the CRISIL Report.

We started our operations in 2009 in the southern region of India through our single grinding unit in Vijayanagar,
Karnataka. Since then, we have expanded our presence across the southern, western and eastern regions of India
and UAE. Our product portfolio consists of blended cement (including PSC and PCC), GGBS, ordinary portland
cement (“OPC”), clinker and a range of allied cementitious products such as ready mix concrete (“RMC”),
screened slag, construction chemicals and waterproofing compounds. As of March 31, 2024, we operated seven
plants in India, which comprise one integrated unit, one clinker unit and five grinding units across the states of
Andhra Pradesh (Nandyal plant), Karnataka (Vijayanagar plant), Tamil Nadu (Salem plant), Maharashtra (Dolvi
plant), West Bengal (Salboni plant), Odisha (Jajpur plant and our majority owned Shiva Cement Limited clinker
unit). JSW Cement FZC also operates one clinker unit in the UAE that supplies clinker to the Dolvi grinding unit
in western India and to third-party customers.

To ensure consistent supply of limestone, which is a key raw material for cement production, we have the right to
mine across 10 limestone mines in India, with an aggregate limestone residual reserve of 1,098.88 million metric
tonnes (“MMT”) as of March 31, 2024. Of the limestone mines in India, four limestone mines in India are
operational (the JSW Nandyal mine in Andhra Pradesh; two Khatkurbahal mines in Odisha; and the Kolkarhiya
mine in Madhya Pradesh). In addition, we have the right to operate two limestone mines which will be
operationalised in due course (Mudhvay D mine in Kutch, Gujarat; and 3B2 mine in Nagaur, Rajasthan). We also
have letters of intent in relation to four limestone mines (3D1, 3C1 and 3C2 mines in Naguar, Rajasthan; and
Satunur mine based on a composite license in Gulbarga, Karnataka) for which we are in the process of obtaining
mining licenses. Further, JSW Cement FZC has the right to mine one limestone mine in the UAE with a limestone
residual reserve of 269.14 MMT as of March 31, 2024 which is currently operational. We have entered into long-
term contracts and established strong raw material linkages to ensure a reliable supply of raw materials for our
operations. For example, we have entered into long-term contracts with JSW Steel Limited and another major
steel producer in east India for the reliable supply of blast furnace slag to manufacture GGBS. For further details,
see “ – Raw Materials” beginning on page 217. We believe that our remaining limestone mines and long-term
contracts for reliable supply of raw materials will underpin our future brownfield and greenfield expansion plans.

Our plants are strategically located in close proximity to limestone mines and are well-connected by road and/or
rail to cost effectively source raw materials such as blast furnace slag, coal and gypsum. For example, our Nandyal
plant, which is an integrated unit, is located one km from the JSW Nandyal limestone mine. Further, the grinding
units in Vijayanagar, Dolvi and Salem are co-located with steel plants of JSW Steel Limited, which ensures cost
effective transportation of blast furnace slag to these grinding units. Our remaining grinding units in east India are
well-connected by road and/or rail network to regional steel plants. For example, our Jajpur plant is located
approximately 13 km by road from a major third-party steel plant in Kalinganagar, Odisha. Our plants are also
strategically connected to our key markets by rail and road to enable us to serve customer demands across each
region. For example, our Dolvi and Jajpur plants are strategically located to serve their key consumption markets
comprising the Mumbai metropolitan region and coastal Odisha region respectively.

We have the lowest carbon dioxide emission intensity among our peer cement manufacturing companies in India
and globally, according to the CRISIL Report. In Fiscals 2022, 2023 and 2024, our carbon dioxide emission
intensity was 266 kg per tonne, 206 kg per tonne and 270 kg per tonne, respectively, which was approximately
52%, 62% and 51% lower than the Peer Average in India. Further, our carbon dioxide emission intensity in Fiscal
2024 was 53% lower than that of Top Global Cement Companies in CY2023, according to the CRISIL Report. In
order to continue maintaining our low carbon dioxide emission intensity, we follow sustainable processes to
manufacture our products guided by our circular economy approach which emphasises the utilisation of industrial
by-products such as blast furnace slag, alumina killed slag (“Al-killed slag”), argon oxygen decarburisation slag,
fly ash, red mud and chemical gypsum as raw materials. As a result, the percentage of industrial waste that we
utilise as raw materials was the highest among Indian peer cement manufacturing companies in Fiscals 2023 and
2022 as shown in the table below, according to the CRISIL Report:

(in %)
Fiscal
Percentage of industrial waste utilised as raw materials by
2024 2023 2022
Volume of waste derived resources consumed as a percentage of the total
64.08% 75.00% 66.00%
volume of raw materials consumed (1)

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 Fiscal
Percentage of industrial waste utilised as raw materials by
2024 2023 2022
Peer Average of waste derived resources consumed by peer cement
manufacturing companies in India as a percentage of their total raw material
25.38% 23.51% 22.94%
consumption
Source: CRISIL Report
___________
(1) Comprises waste derived resources such as slag, fly ask, red mud, synthetic gypsum, carbon black, solvents, RDF, multilayer
packaging plastic waste, biomass and agri-waste materials such as rice husk.

To reduce our dependence on coal and petroleum coke as sources of fuel, we co-process industrial waste as
alternate fuel sources. As a result, in Fiscal 2024, our thermal substitution rate, which represents the amount of
alternate fuel consumed as a percentage of total fuel consumed was 6.89%. We have installed alternate fuel
handling systems at our Nandyal plant, the Shiva Cement Limited clinker unit and at the JSW Cement FZC clinker
unit to enable us to process and utilise alternate fuels. In addition, we utilise green power such as power generated
from solar panels and waste heat recovery system (“WHRS”) to fulfil a part of our power requirements at some
of our plants and intend to expand our dependence on green power across all our plants. The table below shows
our dependence on green power sources as a percentage of our aggregate power consumption for the periods
indicated:

Fiscal
Particulars
2024 2023 2022
Dependence on green power sources (as a % of our aggregate power 15.01% 3.80% 3.64%
consumption)

We sell our products through a well-connected distribution network. As of March 31, 2024, we had a network of
5,043 dealers, 10,412 sub-dealers and 164 warehouses. Through our dealers and sub-dealers, we serve the retail
demand for our cement and allied cementitious product in our trade channel. As of March 31, 2024, we also had
6,268 direct customers in our non-trade channel comprising builders and institutional customers to whom we
supply our products for the construction of housing, infrastructure and commercial projects in India. The strength
of our sales and distribution network is supported by the strength of our brand. We leverage the brand name of
the JSW Group and have also undertaken various marketing and brand building initiatives to strengthen our JSW
Cement brand name at each regional level.

We are part of the JSW Group, a multinational conglomerate with a portfolio of diversified businesses across
various sectors such as steel, energy, maritime, infrastructure, defence, business-to-business e-commerce, realty,
paints, sports and venture capital. We benefit from our access to other companies that are part of the JSW Group.
For example, we source key raw materials such as blast furnace slag from JSW Steel Limited and power from
JSW Energy Limited for our operations. As part of the JSW Group, we benefit from synergies with the long
established “JSW” brand. We also benefit from the visionary stewardship of our promoters, Mr. Sajjan Jindal
and Mr. Parth Jindal and our experienced board of directors and senior management team. Our visionary
promoters, leadership team and strong management provide us with a significant competitive advantage as we
seek to grow our business. Further, we benefitted from capital injections in CY2021 by two global private equity
investors (AP Asia Opportunistic Holdings Pte. Ltd. (managed by affiliates of Apollo Global Management, Inc)
and Synergy Capital) and the State Bank of India.

The table below sets forth a snapshot of our operational and financial performance over the last three Fiscals:

(in ₹ million, unless otherwise indicated)

As of and for the year ended
CAGR
Particulars March 31,
(in %)
2024 2023 2022
Installed Grinding Capacity as at end of the year(1) (in MMTPA) 20.60 16.30 14.55 18.99%
Grinding Capacity Utilisation (2) (in %) 67.50% 60.37% 60.51% -
Installed Clinker Capacity as at end of the year (3) (in MMTPA) 6.44 5.12 3.30 39.64%
Clinker Capacity Utilization (4) (in %) 84.81% 78.78% 90.73% -
Total Volume Sold(5) (in MMT) of which: 12.53 10.50 9.69 13.67%
Cement Volume Sold (in MMT) 6.94 5.70 5.58 11.48%
GGBS Volume Sold (in MMT) 5.08 3.85 3.13 27.52%
Revenue from operations (in ₹ million) 60,281.03 58,367.24 46,685.70 13.63%
Operating EBITDA(6) (in ₹ million) 10,989.33 8,158.10 7,561.53 20.55%
Operating EBITDA/tonne (7) (in ₹ per tonne) 877.31 777.05 779.98 6.06%

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 As of and for the year ended
CAGR
Particulars March 31,
(in %)
2024 2023 2022
Operating EBITDA margin (8) (in %) 18.23% 13.98% 16.20% -
Operating Return on Capital Employed (9) (in %) 11.08% 6.46%(6) 8.57%(6) -

(1) Aggregate grinding capacity across all the plants operated by us as of the last date of a fiscal year.

(2) Calculated as Total Cementitious Saleable Production (cement and GGBS) divided by Installed Grinding Capacity available during the
year, which is based on the date of commissioning of the plants. Total Cementitious Saleable Production (cement and GGBS) is computed
as sum of Cement Saleable Production (total volume of cement products manufactured by us and which are available for sale during
the year/period) and GGBS Saleable Production (total volume of GGBS manufactured by us and which is available for sale during the
year/period). For more details on our Installed Grinding Capacity and Installed Clinker Capacity, see “ – Our Plants” beginning on
page 271.

(3) Aggregate clinker capacity across all the plants operated by us and JSW Cement FZC as of the last date of the Fiscal.

(4) Computed as clinker production divided by Installed Clinker Capacity available during the year, which is based on the date of
commissioning of the clinker plants and includes the amounts with respect to JSW Cement FZC.

(5) Computed as sum of Cement Volume Sold, GGBS Volume Sold and Clinker Volume Sold, and includes the amounts with respect to JSW
Cement FZC.

(6) Operating EBITDA is calculated as Restated profit before share of profit/(loss) from joint venture and tax minus Other Income plus
Finance Costs, Depreciation and amortisation expense, Impairment of goodwill, Deemed loss on stake dilution, Fair value loss /(gain)
arising from financial instruments (CCPS) designated as FVTPL. For a reconciliation of non-GAAP measures, see “Management’s
Discussion and Analysis of our Results of Operations – Non-GAAP financial measures” beginning on page 508.

(7) Computed as Operating EBITDA divided by Total Volume Sold (MMT).

(8) Computed as Operating EBITDA divided by Revenue from operations *100. For a reconciliation of non-GAAP measures, see
“Management’s Discussion and Analysis of our Results of Operations – Non-GAAP financial measures” beginning on page 508.

(9) Operating ROCE is calculated as Operating EBIT as a % of Capital employed. Operating EBIT is calculated as operating EBITDA
minus depreciation and ammortization and impairment of goodwill. Tangible Net Worth is calculated as Total Equity minus goodwill
minus intangible assets (existing and under development) minus deferred tax assets plus deferred tax liabilities. Capital employed refers
to sum of Tangible Net Worth plus net debt. For a reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis
of our Results of Operations – Non-GAAP financial measures” beginning on page 508.

Our Competitive Strengths

We are the fastest growing cement manufacturing company in India in terms of increase in installed grinding
capacity and sales volume.

We started our operations in 2009 and have since expanded our operations to become the fastest growing cement
manufacturing company in India in terms of increase in installed grinding capacity and sales volume from Fiscal
2014 to Fiscal 2024 (among the top 10 cement manufacturing companies in terms of installed capacity), according
to the CRISIL Report. The chart below sets forth some of our capacity addition milestones since our inception:

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For the period from Fiscal 2014 to Fiscal 2024, our Installed Grinding Capacity has grown faster than the industry
average CAGR, according to the CRISIL Report, as shown in the table below:
(in MMTPA, unless otherwise indicated)
Industry average
CAGR from Fiscal
As of March As of March CAGR from Fiscal 2014
Particulars 2014 to Fiscal 2024
31, 2014 31, 2024 to Fiscal 2024 (in %)
according to the
CRISIL Report (in %)
Installed Grinding 5.49 20.60 14.14% 7.31%
Capacity

Further, our Total Volume Sold has also grown faster than the industry group average, according to the CRISIL
Report as shown below:
(in MMT, unless otherwise indicated)
Total Volume Sold Industry group average CAGR for
Period the period indicated according to
From To CAGR (in %)
the CRISIL Report(1) (in %)
Last 10 years 2.19 in Fiscal 19.06% 7.56%
(Fiscals 2014 to 2014
12.53 in
2024)
Fiscal 2024
Last five fiscal years 7.35 in Fiscal 11.26% 7.03%
(Fiscals 2019 to 2019
2024)

We are also the fastest growing cement manufacturing company in terms of increase in sales volume within India
from Fiscal 2023 to Fiscal 2024 (among the top 10 cement manufacturing companies in terms of installed
capacity), and our sales volume has increased by 31.11%, excluding volume sold from JSW Cement FZC in Fiscal
2023, during the period as compared to the industry average of 6.35% according to the CRISIL Report.

As of March 31, 2024, we had seven plants across the western, eastern and southern regions of India and one
clinker unit in the UAE (that we operate as a joint venture company) with an aggregate Installed Grinding Capacity
of 20.60 MMTPA and an Installed Clinker Capacity of 6.44 MMTPA. We manufacture a wide range of products
across these plants. A majority of our capacity has been developed organically by our in-house project
management teams across India and the UAE, demonstrating our strong project execution capabilities.

We are India’s largest manufacturer of GGBS and have a proven track record of scaling up this business.

We are India’s single largest manufacturer of GGBS, with a market share in terms of GGBS sales of 82.70% in
Fiscal 2024, according to the CRISIL Report. GGBS is manufactured entirely from blast furnace slag, which is
a by-product of the steel manufacturing process. Our GGBS Volume Sold, its contribution to our overall sales
and customer base has increased year-on-year, as demonstrated in the table below:

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 (in %, unless otherwise indicated)
Particulars Fiscal
2024 2023 2022
GGBS Volume Sold (in MMT) 5.08 3.85 3.13
Year-on-year growth in GGBS Volume Sold 32.00% 23.19% -
Number of customers of GGBS 1,894 1,562 1,051
Year-on-year growth in the number of customers of GGBS 21.25% 48.62% -
Contribution of GGBS Volume Sold as a percentage of Total 40.57% 36.67% 32.24%
Volume Sold

According to the CRISIL Report, the demand for GGBS in India was estimated to be 6.0 MMT – 6.2 MMT in
Fiscal 2024, and the demand for GGBS is expected to grow at a CAGR of 15%-16% to reach 12.0 MMT-13.0
MMT in Fiscal 2029. Further, according to the CRISIL Report, the demand for GGBS is expected to be driven
by it being one of the most effective replacements for OPC and fly ash in concrete manufacturing, and due to
the increased awareness of GGBS’ benefits among decision makers and certifying authorities. Some advantages
of GGBS concrete over pure OPC based concrete or fly ash-based concrete include:

(i) reduced thermal cracks due to lower heat of hydration;

(ii) reduced shrinkage cracks;
(iii) improved workability and smoother finishes;
(iv) improved cohesion;
(v) better resistance against chemicals such as chlorides, sulphates and carbon dioxide;
(vi) higher flexural strength;
(vii) higher compressive strength (both initial and long-term strength); and
(viii) improved durability.

The pie chart below shows the region-wise consumption of GGBS manufactured by all GGBS manufacturers
in India in Fiscal 2024:

East, <1%

West,
40-45%

South,
50-55%

Source: CRISIL MI&A Research

We believe that we are well positioned to tap the growing demand for GGBS as we have a large, reliable and
long-term supply of blast furnace slag. We have entered into long-term contracts with JSW Steel Limited, two
of its subsidiaries, and a major steel producer in east India to procure a steady supply of blast furnace slag for
periods ranging from three to five years (which is subject to extension as mutually agreed between the parties).
Under the terms of our agreements with JSW Steel Limited and its subsidiaries, slag is supplied to us at a fixed
rate with annual revisions based on wholesale-price index and export price parity, which enables us to have
stability in our cost of purchasing blast furnace slag at these plants. For details on the proportion of blast furnace
slag that we procured through these long-term contracts and at spot rates in the last three Fiscals, see “- Raw
Materials – Blast Furnace Slag” beginning on page 278. As JSW Steel Limited undertakes its expansion plans
in Vijayanagar (to expand its capacity by 1.50 MT by the end of Fiscal 2025) and Dolvi (to expand its capacity
by 5.00 MT by the end of September 2027) amongst other locations, we expect to purchase the resulting
increased volumes of blast furnace slag from them in the future.

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Our GGBS is used in a wide range of infrastructure projects including the construction of highways such as the
Mumbai Coastal Road Project, Mumbai-Vadodara Expressway, the Mumbai Trans-Harbour Sea Link, bridges
such as the Zuari Cable Stayed Bridge Project in Goa, airports such as the Bengaluru International Airport,
metros and railways such as the Mumbai Metro, Chennai Metro (phase 2), the Bangalore Metro, housing projects
such as multi-storey residential buildings under the 1 Lakh Multi-Storey Bengaluru Housing Programme by the
Rajiv Gandhi Rural Housing Corporation Limited and the Kaiga nuclear power plant in Karnataka.

Further, our brownfield and greenfield expansion plans will enable us to increase our GGBS manufacturing
volumes to meet future demands. We have also been engaging in research and development (“R&D”) efforts
for new applications of GGBS such as our recently launched microfine GGBS range for use in high strength
and performance concrete, among other uses. Such factors give us a unique competitive advantage to further
expand our GGBS market share in India.

Strategically located plants that are well-connected to raw material sources and key consumption markets.

We currently have operations across the southern, western and eastern regions of India. In each region, our plants
are well connected by road and/or rail to their respective raw material sources and key consumption markets as
shown in the map below. Some of our plants are also equipped with in-plant railway sidings while other plants
are located in close proximity to public railway sidings.

One of the principal raw materials required to manufacture clinker is limestone. Our clinker and integrated units
are located in close proximity to our limestone mines. Further, our units are well connected by road and/or rail
which enables us to cost effectively source raw materials such as coal, blast furnace slag and gypsum for our
operations. For example, our Nandyal plant (an integrated unit) is located one km from the JSW Nandyal limestone
mine. Our grinding units are either co-located with steel plants of JSW Steel Limited or are well-connected by
road and/or rail network to regional steel plants to ensure cost effective transportation of blast furnace slag.

Our plants are also well connected by road and/or rail to their key consumption markets, enabling us to serve
customer demands in each key consumption market in a cost-efficient manner. For example, (i) our Dolvi and
Jajpur plants are strategically located at average lead distances of approximately 100 km and 123 km from their
key consumption markets in the Mumbai Metropolitan Region and coastal Odisha regions, respectively; (ii) our

256
Vijayanagar and Salboni plants are equipped with in-plant railway sidings; (iii) our Nandyal plant has access to
two railway sidings located approximately 30 km and 35 km from the plant; and (iv) the Shiva Cement Limited
clinker unit is located approximately 20.90 km and 18.30 km from the nearest railway stations at Sonakhan and
Sagra respectively.

We have the lowest carbon dioxide emission intensity among our peer cement manufacturing companies in
India and the top global cement manufacturing companies.

Our circular economy approach is at the centre of our business model which places emphasis on the utilisation of
industrial by-products such as blast furnace slag, Al-killed slag, argon oxygen decarburisation slag, fly ash, red
mud and chemical gypsum as raw materials to reduce the use of finite natural resources such as limestone. We
also utilise waste derived resources as raw materials. As a result, according to the CRISIL Report, the percentage
of waste usage forming part of our total raw material consumption was the highest amongst peer cement
manufacturing companies in Fiscals 2024, 2023 and 2022 as indicated in the table below:

(in %, unless otherwise indicated)

Fiscal
Particulars
2024 2023 2022
Waste derived resources used by us (MMT) (1) 8.88 7.29 5.96
Volume of waste derived resources consumed by us as a percentage of the
64.08% 75.00% 66.00%
total volume of raw materials consumed
Peer Average of waste derived resources consumed by peer cement
manufacturing companies in India as a percentage of their total raw material
25.38% 23.51% 22.94%
consumption
Source: CRISIL Report
___________
(4) Comprises waste derived resources such as slag, fly ask, red mud, synthetic gypsum, carbon black, solvents, RDF, multilayer packaging
plastic waste, biomass and agri-waste materials such as rice husk.

Aligning with JSW Group’s commitment to preserving natural resources and energy, we focus on manufacturing
sustainable products. This approach gives us the distinction of having a Clinker to Cement Ratio of 46.60%, which
is lower than Peer Average of 66.43% in Fiscal 2024, according to the CRISIL Report. We primarily manufacture
blast furnace slag based green cementitious products such as blended cement and GGBS. Green cementitious
products constituted 80.68%, 82.49% and 79.58% of our Total Volume Sold in Fiscals 2024, 2023 and 2022,
respectively. As part of our product stewardship efforts, we have obtained Green-Pro certifications and the Green
Rating for Integrated Habitat Assessment certification for all our products (except OPC). We have also published
environmental product declarations (“EPD”) under the International EPD system for our GGBS, PSC and RMC.

In addition, in order to continue maintaining our low carbon dioxide emission intensity, we deploy various
sustainable processes at our plants. To reduce our dependence on coal and petroleum coke as sources of fuel, we
co-process industrial waste such as carbon black from the refinery sector, solvents from the pharmaceutical
sector, refuse derived fuel (“RDF”) and multilayer packaging plastic waste and biomass or agri-waste materials
such as rice husk as alternate fuel sources. As a result, in Fiscals 2024, 2023 and 2022, our thermal substitution
rate was 6.89%, 8.14% and 7.10%, respectively. We have also installed alternate fuel handling systems at our
Nandyal plant, the Shiva Cement Limited clinker unit and the JSW Cement FZC clinker unit to enable us to
process and utilise alternate fuels. As a result of our combined focus on manufacturing sustainable products and
undertaking sustainable manufacturing processes, we have the lowest carbon dioxide emission intensity among
our peer cement manufacturing companies in Peer Average in India as shown in the table below.

(in kg per tonne, unless otherwise indicated)

Fiscal 2024 Fiscal 2023 Fiscal 2022
Comparison Comparison Comparison
Particulars Our to Indian Our to Indian Our to Indian
Company Peer Company Peer Company Peer
Average Average Average
Our carbon 51% lower 62% lower 52% lower
dioxide emission 270 than the Peer 206 than the Peer 266 than the Peer
intensity Average Average Average
Source: CRISIL Report

Further, our carbon dioxide emission intensity in Fiscal 2024 was 53% lower than that of Top Global Cement
Companies in CY2023, according to the CRISIL Report.

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The table shows our dependence on green power sources for the periods indicated:
(in MW, unless otherwise indicated)
As of and for the year ended March 31,
Particulars
2024 2023 2022
Green power consumed as
percentage of our total power 15.01% 3.80% 3.64%
consumption (%)
___________

In Fiscal 2023, we were awarded the Indian Circular Economy Forum Award by the Federation of Indian
Chambers of Commerce & Industry and the International Green Apple Environment Award, a testament to our
commitment to sustainability.

Extensive sales and distribution network in India and focus on strong brand.

We have an extensive sales and distribution network comprising of dealers, sub-dealers and warehouses across
our markets of operations to serve the retail demand for our cement and allied cementitious products (our trade
sales). In addition, we sell our products to direct customers (our non-trade sales). As a lever to drive demand in
our trade channel, we launched our influencer loyalty programme in Fiscal 2022 which is aimed at masons,
contractors and architects. These individuals typically play a key role in the construction process and influence
the choice of products used by our target customers. We reward influencers with loyalty points for recommending
our products which can be redeemed for benefits and incentives. Further, we have a strong in-house sales team of
272 sales officers as of March 31, 2024, that interacts with our dealers and sub-dealers on a regular basis and
coordinates the inventory at our warehouses. The strategic location of each of our plants positions us well to serve
specific markets within each region. This allows us to minimise delivery times, improve customer service levels
and reduce transportation distances and costs. The table below provides the number of our dealers, sub-dealers, direct
customers and influencers for the periods indicated:

As of March 31,
2024 2023 2022
Dealers (1) 5,043 5,345 5,807
Sub-dealers (1) 10,412 10,632 11,386
Direct customers (2) 6,268 5,268 4,863
Influencers (3) 55,678 18,321 -

(1) Through our network of dealers and sub-dealers, we serve the retail demand for our cement and allied cementitious product in our
trade channel.
(2) Direct customers in our non-trade channel comprise builders and institutional customers.
(3) Comprises masons, contractors and architects, that assist us in influencing customers to purchase our products.

Further, we benchmark the selling price and quality of our products against the leading players in the regions
we sell our products. We sell all our products under the “JSW” brand under the terms of a JSW Brand Equity
and Business Promotion Agreement dated October 8, 2014. In order to maintain and boost the strength of our
brand name, we have undertaken various regional marketing and brand building initiatives such as regional
advertisements in local languages, outdoor marketing including billboards as well as point of sale promotional
material at dealer counters. We supplement this with our digital marketing campaigns on social media and
through our tie-ups with sporting event leagues such as Indian kabaddi, football and cricket leagues.

We further support our direct customers in the non-trade channel by offering complimentary bespoke concrete
mix design and testing services along with testing services for other building materials across our four National
Accreditation Board for Testing and Calibration Laboratories (“NABL”) accredited concrete testing
laboratories. Through our sales and distribution network, we have supplied our cement for the construction of
major projects including highways such as the Mumbai Vadodara Expressway, the Bangalore Chennai National
Highway, the Bangalore Mangalore National Highway, metro projects such as the Mumbai Metro Line 7A,
ports such as the Paradip Port (western dock), dams such as the Hadua Dam Project in Odisha and irrigation
projects such as nine gravity canals at the Yathinahole Project at the Tumkur District in Karnataka.

We benefit from our strong corporate lineage of the JSW Group and our qualified management team.

We are part of the JSW Group, a multinational conglomerate with a portfolio of diversified businesses across
various sectors such as steel, energy, maritime, infrastructure, defence, business-to-business e-commerce, realty,
paints, sports and venture capital. As part of the JSW Group, we benefit from synergies with the long established

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“JSW” brand. In Fiscal 2024, five entities within the JSW Group (JSW Steel Limited, JSW Infrastructure
Limited, JSW Energy Limited, JSW Paints Private Limited and JSW Cement Limited) had a consolidated
revenue of ₹2,001.98 billion ($24,000 million). The Group’s market capitalisation was over ₹4,251.32 billion
($51,000 million) as of June 30, 2024. We also source key raw materials such as blast furnace slag from JSW
Steel Limited’s steel plants and power from JSW Energy through long-term PPAs for our operations.

Further, we also benefit (in the ordinary course of business on an arm’s length basis) from the scale of the JSW
Group’s overall operations. For instance, certain members of the JSW Group purchase coal from international
markets. We can leverage their intelligence on coal supply to identify the optimal source of coal for our plant
operations. Additionally, due to the JSW Group’s large shipping volumes, we can negotiate competitive sea
freights for the bulk transport of our cargo such as clinker from the JSW Cement FZC clinker unit to our Dolvi
plant. Further, we also leverage the JSW Aikyam mobile application that allows our sales managers to identify
potential sales opportunities by tracking large upcoming infrastructure and housing projects based on data
gathered across the various business verticals of the JSW Group. For further details on our information
technology and digitalisation, see “- Information Technology and Digitalisation” beginning on page 285 and for
further details on our data protection and privacy measures specifically, see “– Information Technology and
Digitalisation – Data Protection and Privacy” beginning on page 285

In addition, the JSW Group has also instilled in us, sound corporate governance practices that have helped to
consolidate the credibility of our business. We also benefit from the visionary stewardship of our promoters, Mr.
Sajjan Jindal and Mr. Parth Jindal and our experienced board of directors and senior management team. Our
board of directors and senior management team have diversified experience in infrastructure and management.
We also benefitted from capital injections in 2021 by two global private equity investors (AP Asia Opportunistic
Holdings Pte. Ltd. (managed by affiliates of Apollo Global Management, Inc) and Synergy Capital) and the
State Bank of India. Our visionary promoters, leadership team and strong management team provide us with a
significant competitive advantage as we seek to grow our business.

Our Strategies

The strategies described below have been approved by way of a board resolution passed by our Board of
Directors at their meeting held on August 12, 2024.

Create a pan-India footprint by setting up new plants in north and central India, supplemented by expansions
in our current regions of operation.

The table below provides an overview of the expected growth of the Indian infrastructure, industrial and
commercial, rural housing, urban housing and RMC industries from Fiscal 2024 to Fiscal 2029 according to the
CRISIL Report:
(in %)
Industrial
Rural Urban
Particulars Infrastructure and RMC
housing housing
commercial
CAGR growth from Fiscal 2024 9.00% – 6.00% – 6.00% – 5.00% – 10.00% –
to Fiscal 2029 10.00% 7.00% 7.00% 6.00% 12.00%

Additionally, the table below provides an overview of the pan-India cement and GGBS demand outlook from
Fiscal 2024 to Fiscal 2029 according to the CRISIL Report:
(in MMT, except otherwise indicated)
Particulars Fiscal
CAGR (in %)
2024 2029
Pan-India demand for cement 445.00 625.00 – 630.00 6.50% – 7.50%
Pan-India demand for GGBS 6.00 – 6.20 12.00 – 13.00 15.00% – 16.00%

Further, according to the CRISIL Report, markets in north and central India have displayed demand growth for
cement in the past and such demand growth rates along with capacity utilisation levels are expected to increase
from Fiscal 2024 to Fiscal 2029 as shown below.

259
 North India
(mtpa) (%)
170 Chart Title 100%
87-89% 95%
150 90%
85% 83-85%
82%
130 85%
78%
80%
110 75%
70%
90 65%
70 60%
127- 86- 155- 109-
109 67 112 73 127 81 129 88 160 114 55%
50 50%
FY22

FY23

FY24

FY25P

FY29P
Installed capacity (MnT) Demand (MnT) Utilisation rate (%) (RHS)
____________
Source: CRISIL MI&A Research
Note: Capacity utilisation is calculated on effective capacity based on the date of commissioning of the plant. Capacity utilisation is calculated
as production in the region divided by effective capacity and does not take into consideration inter-regional movement.

Central India

(mtpa)
140 80-82% (%) 90%
75%Chart 75-77%
Title
120 70% 72%
80%
100
80 70%
60 60%
40 90- 72- 127- 95-
20 74 54 83 61 87 68 92 74 132 100 50%
0 40%
FY22

FY23

FY24

FY29P
FY25P

Installed capacity (MnT) Demand (MnT) Utilisation rate (%) (RHS)

____________
Source: CRISIL MI&A Research
Note: Capacity utilisation is calculated on effective capacity based on the date of commissioning of the plant. Capacity utilisation is calculated
as production in the region divided by effective capacity and does not take into consideration inter-regional movement.

To tap into such demand potential, we are expanding our presence across India by entering newer geographies
and adding to our capacities through greenfield as well as brownfield expansion. These capacity additions are
expected to increase our Installed Grinding Capacity by 98.30% from 20.60 MMTPA to 40.85 MMTPA and
Installed Clinker Capacity by 102.48% from 6.44 MMTPA to 13.04 MMTPA. The table below shows our
proposed expansion plans, as approved by our Board of Directors:
(in MMTPA, unless otherwise indicated)
Proposed capacity
Expansion
Proposed plant location Region Plant type additions
type
Clinker Grinding
Nagaur, Rajasthan North Integrated Unit Greenfield 3.30 2.50
Talwandi Sabo, Punjab North Grinding Unit Greenfield - 2.75
Bhushan Power and Steel Limited (a East Grinding Unit Greenfield - 1.00
unit of JSW Steel Limited) (“BPSL”)
Sambalpur, Odisha
Vijayanagar, Karnataka South Grinding Unit Brownfield - 4.00
Dolvi, Maharashtra West Grinding Unit Greenfield - 4.00
Hatta, Madhya Pradesh North Integrated Unit Greenfield 3.30 1.00
Uttar Pradesh North Grinding Unit Greenfield - 5.00
Total proposed capacity expansion 6.60 20.25
Current capacity of our plants and the JSW Cement FZC clinker unit as of March 31, 2024 6.44 20.60
Total post-expansion capacity 13.04 40.85

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The map below shows our future geographic footprint across India pursuant to our proposed expansion plans:

We have begun taking steps for such expansion plans such as securing mining leases, acquiring the necessary land
and obtaining regulatory clearances as summarised below. We are also taking these steps to complete long-lead
items to help us reduce the risk of delays and cost-overruns.

Mining leases, land acquisition and regulatory clearances for mines – As of March 31, 2024, we had aggregate
residual limestone reserves of approximately 1,098.88 MMT in India and 269.14 MMT in the UAE. For further
details, see “– Raw Materials – Limestone – Limestone mining” beginning on page 278. To support the proposed
expansion of our integrated units, we have executed two mining leases and have received letters of intent with
respect to three mines as summarised below:

Residual
Land
reserves
acquisition Environ
Proposed as on Consent
Regio Plant as of Mining mental Mining
plant Mines March to
n type March 31, plan clearanc lease
location 31.2024 establish
2024 (in e
(in
acres)
MMT)
3B2,
164.71 252.37 Approved Granted Executed Granted
Rajasthan(1)
3D1,
158.03 At letter of intent stage
Nagaur, Integrated Rajasthan
North
Rajasthan Unit 3C1,
168.46 At letter of intent stage
Rajasthan
3C2,
129.65 At letter of intent stage
Rajasthan
Hatta, Kolkarhiya,
Integrated
Madhya Central Madhya 137.98 453.87 Approved Granted Executed Granted
Unit
Pradesh Pradesh

(1) The Government of Rajasthan has granted and executed, a mining lease for 3B2, for over 1,161.37 acre of land for mining operations
on April 12, 2023, for 50 years. The said mining lease comprises 470.04 acre of the land owned by the government and 691.33 acre
of land owned by third parties. Out of the government land parcel, 468.62 acres have been mutated in our Company’s name.

Land acquisition and regulatory clearances for plants - The table below shows our progress on land acquisition
and regulatory clearances in relation to our expansion plans as of March 31, 2024:

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 Proposed plant Environmental Consent to
Region Plant type Land
location clearance establish
Nagaur, Rajasthan North Integrated unit Acquired Granted Granted
Talwandi Sabo, Proposed to be
North Grinding unit To be applied To be applied
Punjab acquired
Proposed to be
BPSL, Sambalpur,
East Grinding unit leased by Shiva To be applied To be applied
Odisha
Cement Limited (1)
Proposed to be
leased by JSW
Vijayanagar,
South Grinding unit Cement Limited Applied To be applied
Karnataka
from JSW Steel
Limited (2)
Identified, to be
Dolvi, Maharashtra West Grinding unit To be applied To be applied
acquired
169.39 acres
Hatta, Madhya
Central Integrated unit acquired out of Applied To be applied
Pradesh
362.00 acres
Location to be
Uttar Pradesh Central Grinding unit To be applied To be applied
finalised

(1) BPSL has acquired the land parcel; and an environmental clearance and consent to establish has been granted to BPSL in respect of
the proposed plant. BPSL will make an application for transfer of the environmental clearance and consent to establish to our Subsidiary,
Shiva Cement Limited.

(2) JSW Steel Limited was entitled to acquire the land on which our Vijayanagar plant is situated from the Government of Karnataka in
terms of lease cum sale agreements dated July 28, 2006 and October 24, 2007. However, such acquisition was never effectuated. In this
regard, JSW Steel Limited filed a writ petition before the High Court of Karnataka. Through its order dated February 27, 2024, The
High Court of Karnataka directed the Government of Karnataka to execute sale deeds in respect of such land in favour of JSW Steel
Limited. Subsequently, pursuant to a letter dated March 14, 2024, JSW Steel Limited has undertaken to enter into a lease agreement
with us upon the execution of the sale deeds in its favour by the Government of Karnataka. For further details, see “Risk Factors –
Internal Risks – 14. We may not have marketable title over some of the land we occupy. We also occupy certain land on a leasehold
basis, including the land on which some of our plants and warehouses are located. In addition, we use our registered and corporate
office on a co-sharing basis with other members of the JSW Group. A failure to obtain marketable title over our land, or to renew existing
arrangements may have a material adverse effect on our business, financial condition and results of operations.” beginning on page 52.

We intend to continue to complete these long-lead items across all our proposed plant locations in line with our
strategy to reach an aggregate capacity of 60.00 MMTPA. For further details on our expansion plans, see
“Particulars of the Offer – Objects of the Offer – Details of objects of the offer to be funded from Fresh Issue
proceeds” beginning on page 140.

Continue to deepen our presence in existing markets and grow our market share.

We are the fastest growing cement manufacturing company in India in terms of increase in installed grinding
capacity and sales volume from Fiscal 2014 to Fiscal 2024 (among the top 10 cement manufacturing companies
in terms of installed capacity), according to the CRISIL Report We sell cement and allied cementitious products
through the trade channel while we sell all our products (comprising cement, allied cementitious products, ground
granulated blast furnace slag and clinker) through the non-trade channel. In the trade channel, we intend to
continue growing primarily by expanding our distribution network of dealers and sub-dealers within our existing
regions. We plan to complement this by increasing the demand for our products through our strategic and regional
marketing and brand building initiatives and other initiatives including our digital marketing campaigns on social
media and through tie-ups with sporting events. We invested ₹849.40 million, ₹816.21 million and ₹754.46
million on advertising & publicity in Fiscals 2024, 2023 and 2022 respectively. Another lever to drive demand in
our trade channel is the influencer loyalty programme which comprised 55,678 influencers as of March 31, 2024.
We intend to attract more influencers to take part in this programme to drive demand for our cement and allied
cementitious products in the trade channel. We also intend to continue to optimise our product range by
introducing new and premium products such as our portland slag cement - Concreel HD which we launched in
east India in Fiscal 2018. Further, we also plan to continue leveraging mobile applications such as our JSW Dealer
Saathi App and the Sales Saathi App to help us increase customer satisfaction and the efficiency of our customer
service.

In the non-trade channel, we expect the growth of the infrastructure and housing industries and the increased
penetration of the RMC industry to serve as a tailwind for our future sales volumes. According to the CRISIL
Report, the Indian infrastructure, industrial and commercial building, rural housing and urban housing industries

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are expected to grow at a CAGR of 9.00% - 10.00%, 6.00% - 7.00%, 6.00% - 7.00% and 5.00% - 6.00%,
respectively from Fiscal 2024 to Fiscal 2029, and the Indian RMC industry is expected to grow at a CAGR of
10.00% - 12.00% from Fiscal 2024 to Fiscal 2028 which in turn will increase the demand for our OPC and
GGBS which are key components of RMC. To ensure that we are well positioned to meet such increased demand,
we expanded the Installed Clinker Capacity of our Nandyal plant to meet the OPC demands in south India. JSW
Cement FZC has also expanded its Installed Clinker Capacity which, coupled with the recently expanded
Installed Grinding Capacity at the Dolvi plant, will increase our ability to meet the OPC and GGBS demands in
west India. Further, we also leverage the JSW Aikyam mobile application that allows our sales team to identify
potential sales opportunities by tracking large upcoming infrastructure and housing projects based on data
gathered across the various business verticals of the JSW Group. The JSW Group has created a dedicated cross-
vertical team that focuses on such large customers across projects. Further, being a part of the JSW Group, we
benefit from JSW One’s B2B digital platform which facilitates sale of goods (including goods from JSW Group
companies) and allied services to its customers. JSW One’ platform “jswonemsme.com” is a one stop digital
marketplace for purchase of construction and manufacturing material including steel and paint from JSW group
companies and it enables us to expand our reach to customers of other JSW Group entities and also to JSW
One’s expanding customer base.

To further propel the growth of our GGBS sales volumes, we collaborate with our RMC customers to optimise
mix designs and increase the proportion of GGBS in their RMC mixes. An increase in GGBS proportions (up to
a certain extent) leads to reduced RMC costs for customers, increased flexural strength and durability, reduced
life cycle repair and maintenance costs and greener RMC mixes according to the CRISIL Report. We continue
to engage in R&D to explore the use of GGBS in newer applications. For example, we have recently launched
microfine GGBS which is suitable for multiple new generation concrete applications such as precast concrete,
high strength and performance concrete, ultra-high-performance concrete and special application concrete which
is resistant to severe environmental conditions such as high concentrations of sulphates and chlorides as well as
chemical attacks. Microfine GGBS also helps reduce the cement content in concrete mixes thereby leading to
greener concrete mixes.

We have in the past and intend to continue to evaluate strategic acquisition, including by submitting bids for
companies with cement plants undergoing the corporate insolvency resolution process under the Insolvency and
Bankruptcy Code, 2016, based on their strategic fit with our expansion plans and investment returns. We intend
to leverage on the experience of our past acquisitions to execute our strategic objectives and are primarily focused
on pursuing opportunities in India that align with our growth strategy.

Continue to improve operational efficiency and implement cost reduction measures.

We intend to continue deploying cost reduction measures in order to improve our profitability margins while
being able to offer our products at market competitive prices. We intend to reduce our costs by managing our
raw materials, power, fuel and logistics costs. In Fiscals 2024, 2023 and 2022, raw material expenses comprised
21.71%, 19.26% and 22.86% of our revenue from operations. To reduce our raw material costs, we have
harnessed our R&D capabilities to be able to use Al-killed slag, a by-product from steel plants in addition to
blast furnace slag to partly substitute the use of limestone in manufacturing our products at our Nandyal plant.
This will assist in the reduction of our usage of limestone, thus reducing our overall raw material costs and a
reduction in our carbon dioxide emission. We intend to roll-out similar measures in our other plants as well.

In Fiscals 2024, 2023 and 2022 power and fuel expenses comprised 16.43%, 17.69% and 16.26% of our revenue
from operations. To reduce our power and fuel costs we intend to increase the use of green power (comprising
power from WHRS and solar power) and alternate fuel sources, which are cheaper than conventional power and
fuel and also environmentally friendly. We currently depend on the supply of solar power at our Nandyal,
Vijayanagar and Salboni plants to fulfil a part of our power requirements at these plants and intend to increase
our dependence on solar power across all our plants. We have installed WHRS at the Nandyal plant and Shiva
Cement Limited clinker unit and will also be installing WHRS across all our upcoming clinker units pursuant to
our expansion plans. We have installed alternate fuel handling systems at our Nandyal plant, the Shiva Cement
Limited clinker unit and at the JSW Cement FZC clinker unit to reduce our dependence on fossil fuels. Further,
the expanded clinker capacity at the JSW Cement FZC plant is expected to increase the operational efficiency of
the plant, thus reducing its production costs, which in turn will lead to a reduction in clinker costs for our Dolvi
grinding unit which procures clinker from the JSW Cement FZC clinker unit. Additionally, in order to reduce our
future exposure to the price volatility of imported coal and petcoke, in 2023, we were declared the successful
bidder to operate the Marwatola VI coal block in Madhya Pradesh which had residual reserves of 30.03 MMT as
of March 31, 2024. Under the terms of the coal block development and production agreement dated March 29,

263
2023, we have been entitled to take possession of the Marwatola VI coal block. Once we commence operations
at this coal block, we expect our future coal costs to reduce and to become less exposed to the price volatility of
imported coal and petcoke.

In Fiscals 2024, 2023 and 2022 our freight and handling expenses comprised 23.50%, 24.24% and 23.72% of our
revenue from operations. We are harnessing digitalisation to boost service quality and ensure cost-effectiveness
across our supply chain. This involves setting up a digital logistics control tower (“LCT”) to oversee the entire
order process from the receipt of orders to the delivery of our products by utilising yard management systems,
radio frequency identification (“RFID”) and global positioning system (“GPS”) tracking along with automated
route and fleet optimisation.

We also intend to continue to focus on improving the operational efficiency and management of our plants to
achieve greater capacity utilisation and increase our production volumes. For example, we have leveraged digital
initiatives such as the robotics laboratory at the Shiva Cement Limited clinker unit to carry out automatic sampling
of raw meal, kiln feed and clinker. This state-of-the-art robotics laboratory is equipped to automatically test major
process related raw materials, carry out sample preparation and conduct chemical tests. This enables us to optimise
our products’ raw mix design based on tracked quality parameters and cost optimisation parameters.

Continue to focus on sustainable development.

Our sustainable development strategy is guided by our “CO-CREATE” framework. This framework consists of
seven strategic pillars which are derived based on the JSW Group’s sustainability focus areas, our own materiality
assessment and the sector-specific issues we have identified as shown below:

• Circular Economy: We aim to increase the use of waste derived resources throughout our manufacturing
processes. In order to achieve this, we intend to increase the use of alternate raw materials in clinker
production. Further, by utilising more industrial waste as alternate fuel sources, we aim to increase our
thermal substitution rate. To achieve this, we are sourcing new waste streams and upgrading our alternate
fuel handling systems to reduce reliance on fossil fuels across our plants. Furthermore, as we co-process
more plastic waste than we consume for packaging, our aim is to become significantly plastic negative by
Fiscal 2026.

• Climate and Energy: Our primary goal under this pillar is to lower our carbon dioxide emission intensity.
We have committed to reduce our net carbon dioxide emission intensity by 15.00% from 262.00 kg of
carbon dioxide per tonne of cementitious material in Fiscal 2021 to 223.00 kg of carbon dioxide per tonne

264
 of cementitious material by Fiscal 2026. As part of this pillar, we aim to progressively integrate higher
proportion of solar power plants into our power mix and install WHRS in all our kilns. To further
underscore our commitment to this pillar, we have also signed up to the United Nations Energy Compact
and the Global Framework Principles for Decarbonising Heavy Industry. Additionally, as members of the
Global Cement and Concrete Association (“GCCA”), we are steadfast in adhering to GCCA’s roadmap to
attain net zero concrete by 2050.

• Research and Innovation: We aim to harness our research and innovation capabilities to introduce new
sustainable products and solutions. Additionally, we target to publish EPDs for all our existing and new
products by Fiscal 2026.

• Ecosystem Restoration: We are committed to reducing the specific freshwater intensity of our products.
Additionally, we plan to conduct biodiversity assessments and implement biodiversity management plans
across all the mines we operate that are determined to be of high biodiversity importance. Moreover, as
part of our zero landfilling efforts, we aim to divert a majority of all our waste away from landfills.

• Anti-corruption and Business Ethics: As part of this pillar, we will continue to provide code of conduct and
human rights training to all our employees and continue conducting human rights assessments.
Furthermore, we will continue to ensure that all our plant sites and mines adhere to applicable human rights
laws and regulations.

• Transport, Supply Chain and Logistics: We aim to ensure that a majority of our transportation vehicles are
electric by Fiscal 2026, aligning with our commitment to the “Electric Vehicle 100” goal. Additionally, we
plan to conduct ESG assessments of our critical suppliers to ensure their alignment with our ESG goals and
strategies.
• Equality, Diversity, Safety, and Well-being: We aim to empower our employees and communities by
increasing the number of beneficiaries of our corporate social responsibility (“CSR”) efforts. Moreover,
we aim to ensure zero-fatality across our operations and enhance gender diversity across our operations.

Our Corporate Structure

Our corporate structure as on the date of this Draft Red Herring Prospectus is as follows:

Until March 21, 2023, JSW Cement FZC was a wholly-owned subsidiary of our Company. Effective March 22,
2023, JSW Cement FZC became a joint venture between our Company and Aquarius Global Fund PCC. As a
result, JSW Cement FZC is now reported as a joint venture in our financial statements and is accounted under the
equity method of accounting. However, in the financial statements for Fiscal 2022 and for the period from April
1, 2022 until March 21, 2023, JSW Cement FZC is consolidated as a wholly-owned subsidiary. Therefore, our
financial statements and operating metrics for Fiscal 2024 are not directly comparable with our financial
statements and operating metrics for Fiscals 2023 and 2022. For more details on the deconsolidation of JSW
Cement FZC see, “History and Certain Corporate Matters – Other material agreements – Shareholders cum joint
venture agreement dated February 6, 2023 amongst our Company, JSW FZC (“JSWCF”) and the Aquarius
Global Fund PCC (“Investor”)(“JV Agreement”)” beginning on page 306.

Our Operations

265
We primarily manufacture and sell various types of cementitious products comprising blended cement (which
includes PSC and PCC), OPC and GGBS. We also manufacture and sell clinker and a range of allied cementitious
products such as RMC, screened slag, construction chemicals and waterproofing compounds. We manufacture
these products across our seven plants in the southern, western and eastern regions of India and the JSW Cement
FZC clinker unit in the UAE. Our products are used for the construction of small-scale projects such as homes
and large scale projects such as highways, dams, metros, bridges, among others. The following table sets forth
our product portfolio in terms of the Total Volume Sold for the periods indicated:

(in MMT, unless otherwise indicated)

Fiscal
Product
2024(1) 2023 2022
Cement Volume Sold 6.94 5.70 5.58
Blended cement 5.08 4.81 4.59
OPC 1.91 0.89 0.99
GGBS Volume Sold 5.08 3.85 3.13
Total Cement and GGBS 12.02 9.55 8.71
Clinker Volume Sold (1) 0.50 0.94 0.99
Total Volume Sold 12.53 10.50 9.69
Ready Mix Concrete Sales volume (mn M3) 0.37 0.35 0.26
Screened slag 0.30 0.45 0.48

(1) The Total Volume Sold above includes Clinker Volume Sold by JSW Cement FZC to third parties of 0.96 MMT and 0.94 MMT
respectively for Fiscals 2022 and 2023 prior to its deconsolidation from our group. The Clinker Volume Sold by JSW Cement FZC in
Fiscal 2024 is not reflected in the table above as it is no longer consolidated in our financial statements.

Our Product Portfolio

Cement

Blended Cement

The following table sets forth blended cement and OPC as a percentage of the Cement Volume Sold for Fiscals
2024, 2023 and 2022:

(in MMT, unless otherwise indicated)

Fiscal
2024 2023 2022
Percentage of Percentage of Percentage of
Product
Cement Cement Cement
Sales volume Sales volume Sales volume
Volume Sold Volume Sold Volume Sold
(in %) (in %) (in %)
Blended 5.03 72.41% 4.81 84.32% 4.59 82.20%
cement
OPC 1.91 27.59% 0.89 15.68% 0.99 17.80%
Total 6.94 100.00% 5.70 100.00% 5.58 100.00%

We manufacture and sell the following types of blended cement products:

• Portland Slag Cement: PSC is a blended cement product that is manufactured by using blast furnace slag,
clinker and gypsum. We sell PSC under our brand name “JSW Cement Portland Slag Cement”, “JSW
Cement Power Pro” and “JSW Cement Concreel HD”. The key characteristics of PSC include its low heat
of hydration as a result of which, it is considered to be an ideal cement to be used for mass construction

266
 such as residential, commercial and industrial projects, concrete roads, flyovers and dams according to the
CRISIL Report. We manufacture three types of PSC cement – (i) PSC, (ii) PSC Power Pro; and (iii)
Concreel HD. Our PSC products adhere to the IS 455:2015 standard. Due to its environmentally conscious
characteristics, we have published EPDs for PSC.

• Portland Composite Cement: PCC is manufactured by utilising high quality clinker, fly ash, blast furnace
slag and gypsum. We sell PCC under our brand name “JSW Cement Compcem”. According to the CRISIL
Report the key characteristics of PCC include high strength, enhanced durability, reduced concrete bleeding
and segregation thus increasing the safety of structures. Our PCC products adhere to the IS 16415:2015
standard.

Ordinary Portland Cement

OPC is manufactured by inter-grinding gypsum and clinker. The key characteristics of OPC are its quick setting
properties and ability to reach optimal strength quickly, thereby increasing the speed of construction according to
the CRISIL Report. OPC can also be blended with other mineral admixtures to form blended cement such as PSC
according to the CRISIL Report. Our OPC products adhere to IS 269:2015 standards.
Ground Granulated Blast Furnace Slag

In Fiscals 2024, 2023 and 2022, GGBS formed 40.57%, 36.67% and 32.24% of our Total Volume Sold. GGBS
is a highly eco-friendly product as it is produced entirely from blast furnace slag, which is a by-product of the
steel manufacturing process. Due to its environmentally conscious characteristics, we have published an EPD with
respect to GGBS. We sell GGBS under our brand name “JSW Cement GGBS” and it adheres to IS 16714:2018
standards. According to the CRISIL Report, concrete made with GGBS continues to gain strength over time. For
further details on the advantages of GGBS, see “- Our Competitive Strengths – We are India’s largest
manufacturer of GGBS and have a proven track record of scaling up this business” beginning on page 254

According to the CRISIL Report, GGBS is one of the most effective materials that can be used as replacement
(for OPC and fly ash) in concrete manufacturing with a replacement potential ranging approximately 25.00% -
70.00% based on the required application. For example, the replacement potential of GGBS in foundations of
high-rise buildings ranges 60.00% - 65.00% while its replacement potential for surfaces above the ground ranges
40.00% -50.00% according to the CRISIL Report.

Applications of ground granulated blast furnace slag

Our GGBS is commonly used in blended cement products such as PSC and PCC and as a replacement material
for OPC in concrete production. Commercial RMC, project and captive consumption are the major applications
of GGBS which together accounted for approximately 95.00% share in GGBS application in Fiscal 2024
according to CRISIL Report. According to the CRISIL Report, upcoming applications of GGBS include soil
stabilisation, autoclaved aerated concrete, grout, dry mix products, microfine GGBS and geopolymers.

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The use of our GGBS as a replacement for OPC in concrete is widely permitted by various regulatory bodies in
India as per their respective codal provisions. Such codal provisions include:

• IS 456-2000 for Plain and Reinforced Concrete Code of Practice;

• Ministry of Railways, Research Designs and Standards Organisation - Guidelines for the Use of High
Performance Concrete in Bridges;
• Various road tenders granted by the Municipal Corporation of Greater Mumbai;
• Government of India, Central Public Works Department specifications (Volume 1– 2009);
• Department of Atomic Energy - Specification for Civil Works (2015);
• Indian Roads Congress (“IRC”) (IRC :15-2017);
• Ministry of Road Transport & Highways - Specification for Road and Bridge Works (5th revision);
• Indian Road Congress – Guidelines for Use of High Performance Concrete in Bridges (IRC: SP: 70-2005);
and
• Airport Authority of India (“AAI”) – AAI Specifications of Pavement Quality Concrete for Rigid Airfield
Pavements (July 2020).

Clinker

Clinker is manufactured by burning limestone and clay together at a high temperature. Clinker is an intermediary
product required in the manufacturing process of cement. Our clinker adheres to the 16353:2015 standard.

Allied Cementitious Products

• RMC: RMC is a concrete product that is delivered in a ready to use form. RMC is manufactured by blending
cement, supplementary materials such as fly ash or GGBS, aggregates, water and admixtures. RMC
simplifies the construction process by eliminating the need for on-site mixing according to the CRISIL
Report. We sell RMC under our brand name “JSW Concrete”. Our RMC products adhere to the IS
4926:2003 standard.

• Screened Slag: Screened slag is manufactured by screening blast furnace slag. Screened slag can be used
as an alternative to river sand and crushed rock fines to fill in the pores of concrete structures to increase
density thereby improving concrete strength and durability according to the CRISIL Report. We sell
screened slag under our brand name “JSW Slag Sand”.

• Construction Chemicals: We manufacture a range of construction chemicals which act as supplementary

products that aid in construction. Our construction chemicals primarily include (i) tile adhesives, (ii) grout;
and (iii) mortar, among others. We sell construction chemicals under the brand names “JSW Cement
Duraflor Floor Hardener” and “JSW Cement Enduro Plast”.

• Waterproofing Compounds: We offer waterproofing compounds used to secure leakage and seepage prone
locations and to make construction structures rain resistant. We sell our waterproofing compounds under
the brand name “JSW Cement Krysta Leakproof”.

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Manufacturing Process

Cement manufacturing process

Source: CRISIL MI&A Research

Source: CRISIL MI&A Research

Manufacturing clinker

• Limestone mining, exploration, drilling and blasting: Limestone is first benched whereby the quality of
limestone is assessed and compared with benchmarks. Benched limestone is then drilled and blasted into
small pieces.

• Crushing: Limestone is crushed to make particles suitable for blending and storage. After this, all raw
materials including additives are ground.

269
• Pre-homogenous stage: Crushed limestone is packed and transported for stacking into piles. Stacked
limestone is then reclaimed by a reclaimer which transports the limestone to a hopper where additives like
silica, alumina and iron ore are added to make the mixture uniform.

• Raw mill grinding: Raw meal (comprising limestone, clay and additives) is finely ground before being
burnt in a kiln.

• Blending and storage: Raw meal is stored in the first silo while continuously being blended in the second
silo. Raw meal can also be simultaneously blended and stored in one large silo.

• Pre-heating stage and kiln: After being blended, the raw meal is heated in a preheater followed by a rotary
kiln. The pre-heater consists of vertical cyclone chambers where raw meal passes through and comes in
contact with hot gases from the kiln resulting in the formation of clinker. Clinker then passes into a cooler
before being ground further.

Clinker to cement

Cement is produced in a separate grinding mill by grinding cooled clinker with gypsum. Depending on the grade
and type of cement being manufactured, other raw material such as blast furnace slag, fly ash or limestone are
added to the clinker. The mixture is then ground into a fine homogenous powder in a ball mill, vertical roller mill
or roller press. The cement is then stored in silos before being dispatched either in bulk or as bags.

Cement to RMC processing

The figure below shows the manufacturing process to convert cement into RMC:

Source: CRISIL MI&A Research

Precise batching of cementitious products, fine and coarse aggregates, water, additives and admixture is carried
out at a central plant. The raw materials are mixed in a batching mixer at a regulated speed and duration as required
by the quality of the mix. The entire mixing process is carried out by computer-aided scientific controls and
methods. After completion of batching and mixing, concrete is released into a transit mixer truck.

GGBS manufacturing

Slag, a non-metallic by-product obtained from blast furnaces of steel plants, is formed when iron oxide is
converted into pig iron in the blast furnace using coking coal and fluxes. This molten blast furnace slag is poured
into a granulator and is rapidly quenched through high-pressure water jets, to produce granular particles. This
granulated slag is known as granulated blast-furnace slag (“GBFS”). Water-quenching happens in a controlled
environment to avoid crystalline formation. The GBFS is then dried and ground, producing GBBS. (Source: the
CRISIL Report)

270
 Source: CRISIL MI&A Research

Packaging

From our cement storage silos, cement is extracted and conveyed to packaging machines. Through a process of
microprocessor-based filling and weighing, the cement is packed in polypropylene or laminated bags, maintaining
a uniform bag weight of 50 kgs. (Source: CRISIL Report)

Our Plants

As of March 31, 2024, we have seven plants across India and one clinker unit operated through JSW Cement FZC,
one of our joint ventures in the UAE. In south India, we have two grinding units and one integrated unit. In west
India, we have one grinding unit. In east India we have two grinding units and one clinker unit. In the UAE, JSW
Cement FZC has one clinker unit which supplies clinker to our grinding unit in west India and also sells clinker
to third party customers.

Installed Capacity and Capacity Utilisation of Plants

271
The following table provides details of the Installed Clinker Capacity as of March 31, 2024, 2023 and 2022 and
Clinker Capacity Utilisation of the clinker units for Fiscals 2024, 2023 and 2022:
(in MMTPA, unless otherwise indicated)
Installed Installed Installed
Clinker Clinker Clinker
Clinker Clinker Clinker
Capacity Capacity Capacity
Plant Capacity(1) Capacity(1) Capacity (1)
Plant name Region Utilisation(2) Utilisation(2) Utilisation(2)
type as of as of as of
in Fiscal in Fiscal in Fiscal
March 31, March 31, March 31,
2024 (in %) 2023 (in %) 2022 (in %)
2024 2023 2022
Nandyal Integrated South 2.81 79.94% 2.81 68.76% 2.15 89.28%
unit
Shiva Clinker East 1.32 73.14% 1.32 44.57% 0.17 3.42%
Cement unit
Limited
Total (India) 4.13 77.76% 4.13 66.22% 2.31 83.14%
JSW Cement Clinker UAE 2.31 114.14%(3) 0.99 109.29%(3) 0.99 108.43%(3)
FZC(4) unit (serving
West
India)
Total 6.44 84.81% 5.12 78.78% 3.30 90.73%
(overall)

Source: Certificate from the Independent Chartered Engineer, K. Dhanapathi Rao dated August 16, 2024.
(1) Installed Clinker Capacity is calculated based on the rated capacity of the plant and assumption of 330 days operation.
(2) Clinker Capacity Utilisation is computed as Clinker production divided by Installed Clinker Capacity available during the year, which
is pro-rated based on the date of commissioning.
(3) In Fiscals 2022, 2023 and 2024, our Installed Capacity Utilisation at JSW FZC Cement was above 100% as were able to operate at
higher than the rated capacity and operate for more than the assumed days of operations during those periods.
(4) Including 1.32 MTPA clinker expansion under commissioning in JSW Cement FZC.

The following table provides details of the Installed Grinding Capacity as of March 31, 2024, 2023 and 2022
and Grinding Capacity Utilisation of the grinding units for Fiscals 2024, 2023 and 2022:

(in MMTPA, unless otherwise indicated)

Installed
Installed Installed
Grinding Grinding Grinding Grinding
Grinding Grinding
Capacity Capacity(1) Capacity Capacity
Capacity(1) Capacity(1)
Plant name Plant type Region Utilisation(2) as of Utilisation(2) Utilisation(2)
as of as of
in Fiscal March 31, in Fiscal in Fiscal
March 31, March 31,
2024 (in %) 2023 2023 (in %) 2022 (in %)
2024 2022
Integrated
Nandyal South 4.20 51.47% 4.20 40.55% 4.20 40.49%
unit
Vijayanagar Grinding
(3) South 6.00 104.94% (4) 4.00 89.34% 4.00 81.03%
unit
Grinding
Salem (5) South 0.80 72.34% 0.80 41.87% 0.00 0.00%
unit
Grinding
Dolvi West 4.50 70.91% 2.50 77.83% 2.50 73.59%
unit
Grinding
Salboni East 3.60 49.78% 3.60 46.37% 2.40 62.87%
unit
Grinding
Jajpur East 1.50 43.61% 1.20 46.26% 1.20 42.50%
unit
Integrated
unit
Shiva
(converted
Cement East 0.00 0.00% 0.00(1) 0.00% 0.25 4.74%
into a
Limited (6)
clinker
unit)
Total 20.60 67.50% 16.30 60.37% 14.55 60.51%

Source: Certificate from the Independent Chartered Engineer, K. Dhanapathi Rao dated August 16, 2024.
(1) Installed Grinding Capacity is calculated based on the rated capacity of the plant and assumption of 330 days operation.
(2) Grinding Capacity Utilisation is computed as Total Cementitious Saleable Production - cement + GGBS (MMT) divided by Installed
Grinding Capacity available during the year, which is pro-rated based on the date of commissioning.
(3) Includes 2.00 MTPA Installed Grinding Capacity at Vijayanagar for which we have applied for a CTO.

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(4) In Fiscal 2024, our Grinding Capacity Utilisation at Vijayanagar unit was above 100% as were able to operate at higher than the
rated capacity and operate for more than the assumed days of operations during the year.
(5) Salem grinding unit was commissioned in Fiscal 2023.
(6) A new clinker unit was set up at Shiva Cement Limited which started commercial production on June 30, 2023. As the grinding capacity
has been dismantled, the installed capacity and capacity utilisation is nil as of March 31, 2024 and March 31, 2023.

Unit – Nandyal Plant

Our plant at Nandyal, Andhra Pradesh is an integrated unit which commenced operations in Fiscal 2013. We
primarily manufacture clinker, OPC, PSC, Concreel HD (“CHD”) and GGBS at this plant. The products
manufactured at this plant are transported through rail and road transport. To facilitate rail transport, we have
access to two railway sidings located approximately 30 km and 35 km from the plant. The products from this plant
are sold in Andhra Pradesh, Telangana, Tamil Nadu and Karnataka.

The following table highlights the raw materials we use for our operations, the sources for these raw materials
and the method of transportation:

~ distance
Raw Mode of
from the
material/Power Sources of raw material Ownership inbound
plant (in
/ Fuel transportation
km)
Limestone JSW Nandyal Mine Captive 1.60 Road
Blast furnace JSW Steel Limited plant, Vijayanagar, Third-party 237 Rail and Road
slag Karnataka
Gypsum Imported from Oman Third-party 305(2) Road
Red mud Belgaum, Karnataka. Third-party 525 Road
Laterite Rajahmundry, Andhra Pradesh. Third-party 464 Road
Kolhapur, Maharashtra. Third-party 631 Road
Power JSW Energy Limited thermal power plant Third-party N/A -
WHRS that has a capacity of 12.92 MW as of Own At the plant -
March 31, 2024. site
Solar power plant with a capacity of 15.45 MW Third-party At the plant -
as of March 31, 2024. site
State Electricity Board Third-party N/A -
Fuel (i) Coal imported; (ii) combination of imported Third-party 305(2) Road
and domestic petcoke; and (iii) alternate fuel
sources(1) such as biomass, pharmaceutical
waste, plastic waste and municipal solid waste.

(1) We have upgraded the alternate fuel feeding handling system in February 2024 to increase the usage of alternative fuels in the
manufacturing process and reduce our coal and petcoke consumption.
(2) We receive imports at the Krishnapatnam Port in Nellore, Andhra Pradesh. Distance refers to distance between the Krishnapatnam
port and the plant.

Grinding Unit – Vijayanagar Plant

Our plant at Vijayanagar, Karnataka is a grinding unit which commenced operations in Fiscal 2009. We primarily
manufacture PSC, CHD, PCC, OPC and GGBS at this plant. We also manufacture allied cementitious products
such as RMC and screened slag at their respective plants which are adjacent to this plant. The products
manufactured at this plant are transported through an in-plant railway siding and through road transport. The
products from this plant are sold in Karnataka, Telangana, Tamil Nadu, Kerala, Maharashtra and Goa.

The following table highlights the raw materials we use for our operations, the sources for these raw materials
and the method of transportation:

Raw ~ distance from Mode of

material/Power Source(s) of raw material Ownership the plant (in inbound
/Fuel km) transportation
Clinker Nandyal plant Own 237 Rail and road
Blast furnace JSW Steel Limited plant, Vijayanagar, Third-party 6.80 Road
slag Karnataka.
Fine Coal JSW Energy Limited, Vijayanagar, Karnataka. Third-party 6.80 Road
Gypsum Imported from Oman Third-party 493(1) Road

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 Raw ~ distance from Mode of
material/Power Source(s) of raw material Ownership the plant (in inbound
/Fuel km) transportation
Fly ash JSW Steel Limited and JSW Energy Limited, Third-party 6.80 Road
Vijayanagar, Karnataka
Petro Polymer Bidar, Karnataka Third-party 397 Road
Fuel
Power JSW Energy Limited thermal power plant (as per Third-party N/A -
a job work arrangement).
JSW Energy Limited solar power plant with a Third-party N/A -
capacity of 8 MW as of March 31, 2024.
Fuel Fine coal from JSW Energy Limited, Third-party 6.80 Road
Vijayanagar, Karnataka.

(1) We receive imports at the Krishnapatnam Port in Nellore, Andhra Pradesh. Distance refers to distance between the Krishnapatnam
port and the plant.

Grinding Unit – Salem Plant

The plant at Salem, Tamil Nadu is a grinding unit which commenced operations in Fiscal 2023. We primarily
manufacture GGBS at this plant. The products manufactured at this plant are transported through road transport.
The GGBS from this plant is sold in Tamil Nadu, Kerala and Karnataka.

The following table highlights the raw materials we use for our operations, the sources for these raw materials
and the method of transportation:

Raw ~ distance Mode of

material/Power Source(s) of raw material Ownership from the inbound
/Fuel plant (in km) transportation
Blast furnace JSW Steel Limited plant, Salem, Tamil Nadu. Third-party 2.20 Road
slag
Power State electricity grid. Third-party N/A -
Fuel Hot air from a sinter plant at the JSW Steel Third-party 2.20 Transport duct
Limited plant located in Salem, Tamil Nadu.

Grinding Unit – Dolvi Plant

Our plant at Dolvi, Maharashtra is a grinding unit was acquired from JSW Steel Limited in Fiscal 2015. We
manufacture OPC, PSC, CHD and GGBS at this plant. We also manufacture allied cementitious products such as
RMC and screened slag at their respective plants which are adjacent to this plant. The products manufactured at
this plant are transported through road.

The products from this plant are sold in Maharashtra, Goa and Gujarat. The following table highlights the raw
materials we use for our operations, the sources for these raw materials and the method of transportation:

Raw ~ distance Mode of

material/Power Source(s) of raw material Ownership from the plant inbound
/Fuel (in km) transportation
Clinker Imported from JSW Cement FZC. Own 5.10(1) Sea & Road
Blast furnace JSW Steel Dolvi works located in Dolvi, Third-party 1 Overland belt
slag Maharashtra. conveyor
Gypsum Dahej, Gujarat. Third-party 435 Road
Tarapur, Maharashtra. Third-party 180 Road
Power State electricity grid. Third-party N/A -
Fuel Blast furnace gas and coke oven gas from JSW Third-party 1 Pipeline
Steel Dolvi Works located in Dolvi, Maharashtra
____________
(1) We receive imports via sea at the Dharamatar Jetty in Beneghat, Maharashtra. Distance refers to distance between the Dharamtar
Jetty and the plant.

Grinding Unit – Salboni Plant

Our plant at Salboni, West Bengal is a grinding unit which commenced operations in Fiscal 2018. We primarily
manufacture PSC, CHD and GGBS at this plant. The products manufactured at this plant are transported out of

274
the plant through rail and road transport. To facilitate rail transport, this plant has an in-plant railway siding
equipped with a wagon tippler to receive inbound raw materials and dispatch outbound products. The products
from this plant are sold in West Bengal, Bihar, Jharkhand and Uttar Pradesh.

The following table highlights the raw materials we use for our operations, the sources for these raw materials
and the method of transportation:

Raw ~ distance Mode of

material/Power/ Source(s) of raw material Ownership from the plant inbound
Fuel (in km) transportation
Clinker Shiva Cement Limited Own 365 Rail
Blast furnace slag Kalinganagar, Odisha. Third-party 280 Rail
Jamshedpur, Jharkand. Third-party 163 Rail
BPSL plant, Sambalpur, Odisha. Third-party 447 Rail
Gypsum Imported from Oman Third-party 133(1)/366(1) Road
Fly ash Own thermal power plant Own 1 Road
Mejia, West Bengal Third-party 135 Road
Power Own thermal power plant with a capacity of 18 Own At the plant site -
MW as of March 31, 2024.
JSW Energy Limited solar power plant with a Third-party N/A -
capacity of 3.46 MW as of March 31, 2024.
State Electricity Board Third-party N/A -
Fuel Domestic coal from traders Third-party N/A
____________
(1) We receive imports either at the Haldia port in West Bengal or the Paradip port in Odisha. Distance refers to distance between the
port and the plant.

Grinding Unit – Jajpur Plant

Our plant at Jajpur, Odisha is a grinding unit which commenced operations in Fiscal 2020. We primarily
manufacture PSC, PCC and CHD at this plant. The products manufactured at this plant are transported through
road transport. All the products from this plant are sold in Odisha.

The following table highlights the raw materials we use for our operations, the sources for these raw materials
and the method of transportation:

Raw ~ distance Mode of

material/Power/ Source(s) of raw material Ownership from the inbound
Fuel plant (in km) transportation
Clinker Shiva Cement Limited Own 326 Road
Blast furnace Kalinganagar, Odisha Third-party 13 Road
slag
Gypsum Imported from Oman Third-party 303(1) /135(1) Road

Fly ash Local power plants. Third-party 2 Road

Power State electricity grid Third-party N/A -
Fuel Domestic coal from traders Third-party N/A
____________
(1) We receive imports either at the Haldia port in West Bengal or the Paradip port in Odisha. Distance refers to distance between the
port and the plant.

Clinker Unit - Shiva Cement Limited

The Shiva Cement Limited clinker unit in the Sundargarh district, Odisha where commercial production
commenced on June 30, 2023. We manufacture clinker at this plant. The products manufactured at this plant are
transported through rail and road transport. The plant is located 2 km from the state highway SH-10 connecting
Rourkela and Jharasguda. In addition, for rail transport, the nearest railway stations are located at Sonakhan and
Sagra which are located 20.90 km and 18.30 km from the plant by road respectively. The clinker from this plant
is sold to our Salboni plant, our Jajpur plant and to third party customers. The following table highlights the raw
materials we use for our operations, the sources for these raw materials and the method of transportation:

275
 ~ distance Mode of
Raw
Source(s) of raw material Ownership from the inbound
material/Power/Fuel
plant (in km) transportation
Limestone and Leased captive mine in the Sundargarh Captive 12 Road
Dolomite district, Odisha
Fly ash Thermal power plants located in Jharasguda, Third party 80-85 Road
Odisha.
Red mud and non- Local sources in Jharkhand Third-party N/A Road
metallic slag fines

Power WHRS with a capacity of 8.9 MW as of Own At the plant -

March 31, 2024. site
State electricity grid Third-party N/A -
Fuel Coal imported from the U.S, South Africa Third-party 429(1)/728(1) Road and Rail
and Australia; domestic coal from traders in
Odisha/Chhattisgarh; and alternate fuel such
as RDF, agri-waste, paper/plastic waste and
municipal solid waste.
____________
(1) We receive imports either at the Paradip port in Odisha or the Gangavaram port in Vishakhapatnam. Distance refers to distance
between the port and the plant.

Clinker Unit – JSW Cement FZC

The JSW Cement FZC clinker unit located at Fujairah, UAE commenced operations in Fiscal 2020. Until March
21, 2023, JSW Cement FZE was a wholly-owned subsidiary of our Company. Starting March 22, 2023, JSW
Cement FZC ceased to be our wholly-owned subsidiary and was accounted as a joint venture due to joint control
being exercised over JSW Cement FZC by our Company and Aquarius Global Fund PCC. We manufacture clinker
at this plant. The clinker manufactured at this plant is transported through road transport to the Mina Saqr Port
from where it is subsequently transported by sea. The clinker from this plant is used at our Dolvi grinding unit
and is sold to third party customers across India, the rest of South Asia, Africa and the Gulf Cooperation Council.

The following table highlights the raw materials we use for our operations, the sources for these raw materials
and the method of transportation:

~ distance Mode of
Raw
Source(s) of raw material Ownership from the inbound
material/Power/Fuel
plant (in km) transportation
Limestone Leased captive mine at Fujairah, UAE Captive 1.50 Road
Red shale Sourced locally from the UAE Third-party 25 Road
Iron ore Imported from Oman, UAE through road Third-party 620 Road
transport
Power Grid power Third-party - -
Fuel (i) Imported coal; and (ii) alternate fuel Third-party 60(1) Road
sources such as biomass, pharmaceutical
waste, plastic waste and municipal solid
waste.

(1) The JSW Cement FZC clinker unit receives imports at the Saqr Port in Ras Al Khaimah. Distance refers to distance between the Saqr
port and the plant.

In order to reduce its dependence on grid power, JSW Cement FZC is in the process of setting up an up to 14.70
MW WHRS unit, which is expected to become operational in Fiscal 2025. Further, JSW Cement FZC is also in
the process of upgrading its alternate fuel feeding handling system to increase its usage of alternate fuels in the
kiln thereby, reducing its coal and petcoke consumption and carbon footprint. JSW Cement FZC has also entered
into a time charter arrangement with the owner of a vessel for a contractual term of one year with an option of
extension. As per this arrangement, from March 1, 2023, the vessel will transport clinker manufactured at the JSW
Cement FZC clinker unit and limestone mined from the leased captive mine at Fujairah, UAE from the Mina Saqr
port to the Mumbai port. This time charter arrangement allows JSW Cement FZC to mitigate the increased
transportation expenses caused by volatility in vessel hire rates.

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In addition to clinker, JSW Cement FZC also sells limestone. Of the total limestone mined at the lease captive
mine at Fujairah, UAE, the higher grade, steel-grade limestone is exported to JSW Steel Limited while the
remaining limestone is utilised to manufacture clinker. JSW Cement FZC also engages in limestone trading where
it purchases limestone from local sources to export out of the UAE.
The table below shows the amount of limestone used to manufacture clinker and the amount of limestone sold by
the plant operated by JSW Cement FZC:
(in MMT, unless otherwise indicated)
Fiscal
Particulars
2024 2023 2022
Amount of limestone used to manufacture clinker 1.76 1.43 1.43
Amount of limestone sold (mined from leased captive mine at Fujairah 6.29 7.28 4.35
UAE and through trading)

Ready mix concrete plants

As of March 31, 2024, we operated three captive RMC plants that are dedicated to their respective infrastructure
projects. Our Vijayanagar and Dolvi grinding units are equipped with one adjacent RMC plant each and we
additionally have one RMC plant in Barbil in the Kendujhar district of Odisha. As of March 31, 2024, we also
owned and operated three RMC plants in Mumbai and one RMC plant in Hyderabad to supply RMC to our
customers on an as-needed basis. Further, we lease and operate one RMC plant in Mumbai, and have entered into
contract manufacturing arrangements with two RMC plants (one in Mumbai and one in Aurangabad) that
manufacture RMC for us based on our specifications and quality parameters.
Construction chemical plants
We have a construction chemical production plant in Vijayanagar, Karnataka. Further, we have also entered into
contract manufacturing arrangements with five construction chemical plants comprising two in the Mumbai
Metropolitan Region of Maharashtra, one in Karnataka and two in Andhra Pradesh. Construction chemicals
manufactured at these plants are sold to third party customers.
Raw Materials

The primary raw materials that we use in manufacturing our products are limestone, blast furnace slag, gypsum, laterite and
fly ash. While the top 10 suppliers of our Company of raw material, power and fuel, and freight and handling do not contribute
more than 50% of our total supplies and accordingly and their names have not been disclosed in this Draft Red Herring
Prospectus, we depend on a limited number of suppliers for blast furnace slag, one of our key raw materials. See “Risk Factors
- We are significantly dependent on JSW Steel Limited and its subsidiaries, our related parties, for the supply of blast furnace
slag (90.93% of total blast furnace slag consumed in Fiscal 2024), which is a key additive raw material used for manufacturing
green cementitious products such as ground granulated blast furnace slag and blended cement. The loss of one or more such
suppliers could adversely affect our business, results of operations, financial condition, and cash flows” on page 43.

Limestone

Limestone is the principal raw material required for the production of clinker. The following table provides details
of our existing mines, reserves and the validity period of our mining leases as of March 31, 2024:

Residual
Mining Lease
Mining Lease reserves as of
Stage Mine District / State execution Type of mine
expiry date March 31, 2024
date
(in MMT)
LIMESTONE
JSW Nandyal Nandyal, Andhra
April 25, 2008 April 24, 2058 111.05 Captive
Mine Pradesh
Shiva - Sundargarh, January 15, January 14,
62.93 Captive
Khatkurbahal Odisha 1992 2042
Shiva -
Sundargarh, November 17, November 17,
Mining Khatkurbahal 53.36 Merchant
Odisha 2022 2072
lease (North)
stage October 30, October 29,
Fujairah Fujairah, UAE 269.14 Merchant
2017 2042
Panna district, October 13, October 13,
Kolkarhiya 137.98 Captive
Madhya Pradesh 2015 2065
December 19, December 19,
Mudhvay D Kutch, Gujarat 112.72 Merchant
2022 2072

277
 Nagaur,
3B2 April 12, 2023 April 12, 2073 164.71 Merchant
Rajhasthan
Letter of Intent
Residual
validity period
Letter of reserves as of
Mine District / State (in years unless Type of mine
Intent date March 31, 2024
otherwise
(in MMT)
indicated)
Nagaur,
3D1 June 30, 2023 three 158.03 Merchant
Rajhasthan
Nagaur, November 15,
3C1 three 168.46 Merchant
Rajhasthan 2022
Nagaur, November 15,
3C2 three 129.65 Merchant
Letter Rajhasthan 2022
of Composite
Intent Licence Deed Mining lease
stage executed on application shall
Satunur
Gulbarga, October 10, be submitted
(composite n/a Merchant
Karnataka 2023 with within 3 years
license)
validity till (October 9,
October 9, 2026)
2026
Total Limestone Residual Reserves in India 1,098.88
Total Limestone Residual Reserves in Fujairah 269.14
Total Limestone Residual Reserves 1,368.02
DOLOMITE
Residual
Mining Lease
Mining Lease reserves as of
Mine District / State Execution Type of mine
expiry date March 31, 2024
date
(in MMT)
Mining Shiva -
Sundargarh, November 17, November 17,
lease Khatkurbahal 43.40 Merchant
Odisha 2022 2072
stage (North)
Total Dolomite Residual Reserves 43.40

Limestone mining

Under the Mines and Minerals (Development and Regulation) Act, 1957 (“MMDR Act”) and Minerals (Other
than Atomic and Hydro Carbons Energy Minerals) Concession Rules, 2016 (“Mineral Rules”), we are required
to obtain long-term leases to excavate limestone from mines. The MMDR Act and Mineral Rules, prohibits any
person from undertaking any mining operations without obtaining a mining lease granted under the MMDR Act.
Pursuant to the MMDR Act, a mining lease for minerals other than coal, lignite and atomic minerals shall be
granted for a period of 50 years. In terms of the MMDR Act, a lease granted on or after January 12, 2015 shall be
for a period of 50 years from the date of the original grant and leases for mines used for captive purposes, granted
before January 12, 2015 shall be deemed to have been granted for 50 years from the date of the grant or up to the
current renewal period of the mine or up to March 31, 2030, whichever is later. On the expiry of such lease period,
the lease shall be put up for auction as per the procedure specified in the MMDR Act. The Mineral Rules regulate
the procedures for the grant and expiry, termination or lapse of reconnaissance permits, prospecting license and
mining leases and terms and conditions thereof. As part of the compulsory auction process, each applicant is
required to meet eligibility criteria as prescribed under the Mineral (Auction) Rules, 2015. For instance, if the
value of estimated resources in the mine is equal to more than ₹10,000.00 million, the applicant is required to
have a net worth exceeding 2.00% of the value of estimated resources. The respective state governments may also
prescribe additional eligibility criteria from time to time.

We have obtained the requisite mining leases from the respective state governments to mine the limestone
deposits, under which we are subject to various obligations and restrictions. The lease period for our mines is
typically 50 years in accordance with the current provisions of the MMDR Act, and the Mineral Rules. Our mining
lease agreements contain various obligations and restrictions, including to report discovery of other minerals
within a specified period and permit officials to enter and inspect the mines.

Blast Furnace Slag

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We use blast furnace slag as a key additive raw material to manufacture blended cement products and GGBS.
Blast furnace slag is obtained as a by-product of the steel manufacturing process. In Fiscals 2024, 2023 and 2022,
we used 8.37 MMT, 7.08 MMT and 5.74 MMT of blast furnace slag respectively. The table below shows the
sources of slag in each of our plants:

Distance from the Mode of inbound

Plant Source(s) of blast furnace slag
plant (in km) transportation
Vijayanagar JSW Steel Limited plant located in Vijayanagar, Karnataka 6.80 Road
Nandyal JSW Steel Limited plant located in Vijayanagar, Karnataka 237 Rail and road
Salem JSW Steel Limited plant located in Salem, Tamil Nadu 2.20 Road
Dolvi JSW Steel Dolvi works located in Dolvi, Maharashtra 1.00 Overland belt
conveyor
Salboni Third party steel plant, Kalinganagar, Odisha 280 Rail
Third party steel plant, Jamshedpur, Jharkand 163 Rail
BPSL plant, Sambalpur Odisha 447 Rail
Jajpur Third party steel plant, Kalinganagar Odisha 13 Road

Further, the table below shows the proportion of blast furnace slag that we consumed from contracts and at spot
rates for the periods indicated:
(as a % of volume of blast furnace slag consumed during the period)
Fiscal
Source of Blast Furnace Slag
2024 2023 2022
From JSW Steel Limited (and its subsidiaries) through contracts 90.93% 88.77% 82.19%
From third-party steel producer through contracts 8.07% 10.43% 15.08%
From other sources at spot rates 1.00% 0.80% 2.73%

We source slag from JSW Steel Limited and its two subsidiaries i.e., BPSL and JSW Vijayanagar Metallics
Limited) under long-term contracts of five years each dated August 7, 2024, August 8, 2024 and August 7, 2024
respectively. Under the terms of these agreements, slag is supplied to our Company at a fixed rate with annual
revisions based on wholesale-price index (PSC) and export price parity. Under the agreements entered into with
JSW Steel Limited and JSW Vijayanagar Metallics Limited, we have agreed to purchase the entire inventory of
slag generated at their steel plants. Similarly, under the agreement with BPSL, we have agreed to purchase a
monthly minimum quantity of the slag generated at its steel plant. If we fail to purchase the specified quantities
of slag from JSW Steel Limited, JSW Vijayanagar Metallics Limited and BPSL, we are contractually required to
monetarily compensate an amount equal to the sale price per tonne for the slag not purchased.

We also source slag from another steel manufacturing company in India under a long-term contract of three years
dated April 1, 2022. Under the terms of the contract with the third-party supplier, we have agreed to purchase an
agreed quantity of slag at a fixed rate which is subject to revisions on mutually agreed terms (which is subject to
extension as mutually agreed between the parties) for the procurement of blast furnace slag. This long-term
contract covers the agreed minimum quantity and frequency of blast furnace slag to be supplied along with general
terms including the rights and obligations of parties, mode of dispatch and the specifications pertaining to the
blast furnace slag to be supplied including compliance with quality norms.

Gypsum

Gypsum is added to clinker during the cement manufacturing process. Gypsum acts as a retarding agent that
regulates the setting time of cement. In Fiscals 2024, 2023 and 2022, we consumed 0.22 MMT, 0.18 MMT and
0.19 MMT of gypsum respectively. We source gypsum from international and domestic suppliers on a purchase
order basis.

Apart from the abovementioned raw materials, we also utilise other raw materials including laterite, Al-killed
slag, argon oxygen decarburisation slag, red mud, limestone sweetener, fly ash and flue dust.

Power and Fuel

Power

The table below provides and overview of our power sources for the periods indicated:

(as a % of our power consumption in India)

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 Fiscal
Source of power
2024 2023 2022
Thermal power plants 23.56% 3.31% 34.20%
Green power sourced from WHRS power generation units and solar 15.01% 3.80% 3.64%
power plants
- WHRS power generation units 7.86% Nil(1) Nil(1)
- Solar power plants 7.15% 3.80% 3.64%
State electricity grids 61.42% 92.89% 62.16%
____________
(1) Green power sourced from WHRS power generation units was Nil in Fiscals 2023 and 2022 as we installed our WHRS power
generation units at our Nandyal plant and at the Shiva Cement Limited clinker unit in Fiscal 2024.

JSW Cement FZC sourced 100.00% of its power requirement from local electricity grids in the UAE in all three
Fiscals.

Thermal power plants

• We operate one thermal power plant at our Salboni plant which had an installed capacity of 18.00 MW as of
March 31, 2024, 2023 and 2022.

• We source power through a long term PPA with JSW Energy Limited from a thermal plant at Nandyal which
had an installed capacity of 18.00 MW as of March 31, 2024, 2023 and 2022.

WHRS power generation units

• We have installed a 12.29 MW WHRS at the Nandyal plant and a 8.90 MW WHRS at the Shiva Cement
Limited clinker unit in Fiscal 2024. Our total WHRS capacity as of March 31, 2024 was 21.19 MW and was
nil in Fiscals 2023 and 2022.

Solar power plants

We source solar power through a long term PPA with JSW Energy Limited for our operations. The table below
provides an overview of the amount of solar power sourced from JSW Energy Limited at our Nandyal,
Vijayanagar and Salboni plants:
(in MW)
Plant Capacity As of March 31, 2024
Nandyal 15.45
Vijayanagar 8.00
Salboni 3.46
Total 26.91

Fuel

Coal and Petcoke

We use coal and petcoke as fuel for our operations such as manufacturing clinker and processing raw materials.
As of March 31, 2024, we sourced coal and petcoke from both domestic and international suppliers on a purchase
order basis. In Fiscals 2024, 2023 and 2022 respectively, we utilised 0.36 MMT, 0.20 MMT and 0.30 MMT of
coal and 0.11 MMT, 0.05 MMT and 0.004 MMT of petcoke in our manufacturing operations.

In 2023, we were declared the successful bidder to operate the Marwatola VI coal block in Madhya Pradesh.
Under the terms of the coal block development and production agreement dated March 29, 2023, we have been
entitled to take possession of the Marwatola VI coal block and have been granted a prospecting license and mining
lease by the Government of India. Once we commence operations at this coal block, we expect our future coal
costs to reduce and to become less exposed to the price volatility of imported coal and petcoke.
The table below shows the residual reserves of the Marwatola VI coal block as of March 31, 2024:

Residual reserves
Current District / Letter of intent Mining lease
as of March 31, Type of mine
Stage State date validity
2024 (in MMT)

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 Letter of Umaria, June 8, 2023 The mining lease is 30.03 (Extractable Merchant
intent stage Madhya to be executed within by underground
Pradesh 51 months of the mining)
letter of intent date
Total residual reserves 30.03

Other fuel

We use other fuels, such as coal fines, coke oven gas and blast furnace gas for our operations. These alternate
fuels are typically by-products produced from steel plants.

Alternate fuel

We also co-process industrial waste such as carbon black from the refinery sector, solvents from the
pharmaceutical sector, RDF and multilayer packaging plastic waste and biomass or agri-waste materials such as
rice husk as alternate fuel sources. At our Nandyal plant, the Shiva Cement Limited clinker unit and the JSW
Cement FZC clinker unit, we are co-processing such alternate fuels to reduce our reliance on coal and petroleum.
In Fiscals 2024, 2023 and 2022, our thermal substitution rate was 6.89%, 8.14% and 7.10% respectively.

Sales, Distribution and Logistics

Our customers include institutional or bulk buyers involved in large-scale constructions as well as individual home
builders (“IHB”).

We distribute our products through two channels – (i) the trade channel which refers to the sale of our cement and
allied cementitious products to our end customers comprising IHB, contractors and small builders through a
network of non-exclusive dealers and sub-dealers with whom we enter into a dealership agreement with an open
ended term; and (ii) the non-trade channel which refers to the sale of all our products directly to large institutional
customers. The following table provides a breakdown of our cement and GGBS sales through each channel for
the periods indicated:

(in %)
Fiscal
Particulars
2024 2023 2022
Percentage of Cement Volume Sold through the trade channel 57.43% 64.39% 65.13%
Percentage of Cement Volume Sold through the non-trade channel 42.47% 35.61% 34.87%
Percentage of GGBS Volume Sold through the non-trade channel 100.00% 100.00% 100.00%

The map below provides a snapshot of our dealer network as of March 31, 2024:

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As of March 31, 2024, March 31, 2023 and March 31, 2022, we had a team of 272, 276 and 251 sales officers
operating in India. Our sales officers interact with our dealers and sub-dealers on a regular basis and coordinate
the inventory at our warehouses to meet customer demands. The table below provides the number of our dealers,
sub-dealers, direct customers and influencers for the periods indicated:

As of March 31,
Number of:
2024 2023 2022
Dealers (1) 5,043 5,345 5,807
Sub-dealers (1) 10,412 10,632 11,386
Direct customers (2) 6,268 5,268 4,863
Influencers (3) 55,678 18,321 -

(1) Through our network of dealers and sub-dealers, we serve the retail demand for our cement and allied cementitious product in our
trade channel.
(2) Direct customers in our non-trade channel comprise builders and institutional customers.
(3) Is our influencer loyalty programme that comprises masons, contractors and architects, that assist us in influencing customers to
purchase our products.

Further, in order to drive demand for our cement and allied cementitious products through the trade channel, we
launched our influencer loyalty programme in Fiscal 2022 aimed at masons, contractors and architects. These
individuals typically play a key role in the construction process and influence the choice of products used by our
target customers. We award such influencers with loyalty points for recommending our products. Influencers can
collect such loyalty points to claim gifts and trips.

We operate a network of warehouses located across India to distribute our products. As of March 31, 2024, March
31, 2023 and March 31, 2022 we had 164, 181 and 209 leased warehouses across our markets of operation. We
transport our products from our warehouses through a road and rail network. We primarily engage third-party
transport providers to transport our products from our plants and warehouses to the customer. For further details
see “– Our Competitive Strengths – Strategically located plants that are well-connected to raw material sources
and key consumption markets.” beginning on page 256.

In order to reduce our dependence on public railways in east India, we have a long-term operational lease
arrangement to operate eight railway rakes to transport clinker from the Shiva Cement clinker unit to our Salboni
grinding unit and to transport blast furnace slag from the BPSL plant in Sambalpur, Odisha to our Salboni grinding
unit.
Our subsidiary, Utkarsh Transport Private Limited owns 55 trucks as of March 31, 2024, including five electric
vehicle (“EV”) trucks. While this fleet forms a small part of our outbound transport network, it provides us with
the flexibility in case of a spike in the freight rate of third-party trucks. The five EV trucks currently transport
clinker from our Nandyal plant to our Vijayanagar plant and transport slag on the journey back, reducing our
carbon dioxide emission in the process.

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The table below provides an overview of our distribution network as of March 31, 2024, 2023 and 2022:
(in %)
Fiscal
Particulars
2024 2023 2022
Volume of cement and GGBS transported by road as a percentage of
the total volume of cement and GGBS sold (1) 87.84% 86.72% 88.32%
Volume of cement and GGBS transported by rail as a percentage of
the total volume of cement and GGBS sold (2) 12.16% 13.28% 11.68%

Marketing and Brand building

We have undertaken various marketing and brand building initiatives to strengthen the JSW Cement brand name
at each regional level, thus generating further demand for our products. For details on our marketing and brand
building initiatives, see “- Our Business – Our Competitive Strengths - Extensive sales and distribution network
in India and focus on strong brand.” beginning on page 258. We undertake various marketing and brand building
initiatives, including through print and television advertisements, social media advertisements, outdoor branding,
among others. Some examples are in the snapshots below:

Print and television advertisements Social media advertisements

Outdoor branding

Pricing

We determine the prices of our products in the trade channel based on various parameters, including market
demand, installed capacity, prices of raw materials, power and fuel, logistics costs and our competitors’ pricing.
We review our pricing against prevailing wholesale prices in the market regularly. From time to time, we offer
discounts and short-term promotional pricing schemes in order to lock in sales volumes and increase our payment
collections and boost our working capital. We primarily sell our products in the trade channel through credit sales.
In the non trade channel, the prices of our products are determined based on various parameters, including market
demand, competitors’ pricing, volume of products purchased and logistics cost. We primarily sell our products on
a credit basis and through other financial instruments such as bank guarantees and letters of credit. We also secure

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a portion of our credit risk through del credere payment arrangements with sales promoters. For more details, see
“Management’s Discussion and Analysis of our Results of Operations” beginning on page 495.

Quality Control and Testing

Quality control and testing is critical for us to maintain our customer credibility and market position. We carry
out digital real time monitoring and parameters adjustments at our plants to ensure consistent product quality and
safety and reduce human error margins. We adopt standard operating procedures across various quality assurance
stages to ensure uniform product quality and safety. Our quality control and testing strategies include regular
sampling and chemical determination tests to control the quality of our raw materials prior to input, detailed
assessments in order to determine the glass content in our slag to ensure its compliance with Bureau of Indian
Standards (“BIS”) specifications, microscopic analysis of our clinker at various stages of manufacturing and the
inspection of our final products to ensure that their chemical and physical parameters are consistent and adhere to
BIS specifications. We also undergo periodic checks by third parties and the BIS to ensure the quality and
compliance of our products with their respective quality and safety specifications.

As part of our quality control efforts, we have also set up our concrete testing laboratories across India which
offers complimentary concrete mix design, testing and investigation services to the construction industry. Our
comprehensive range of testing and investigation is complemented by our experienced and knowledgeable
engineers that enable us to provide reliable testing and investigation services, responses to customer queries,
concrete mix design services and technical training. Our concrete testing laboratories are also fully equipped with
advanced technology testing equipment.

As of March 31, 2024, we had four NABL accredited concrete testing laboratories across India located in (i)
Kolkata, West Bengal, (ii) Salboni, West Bengal, (iii) Hyderabad, Telangana and (iv) Dolvi, Maharashtra.

Repair and Maintenance

We conduct scheduled repair and maintenance at our plants including the relining of our cement kilns. We have
a repair team at each of our plants that carry out both scheduled repairs and repairs on an as-needed basis. Further,
our plants are periodically inspected by our engineers, technicians and third parties such as external operations
and maintenance personnel to ensure smooth operation and safety of our critical equipment such as our kilns,
mills, crushers and turbines.

Research and Development

We rely on innovation to bring new and more sustainable products to our customers, meet our customers’
requirements and address the demand gaps in the market in order to improve our market position and profitability.
We have developed new products such as micro-fine GGBS, low carbon cementitious binders comprising super
sulphated cement, geopolymer binders and limestone calcinated clay cement, fast setting road repair mortar and
a range of construction chemicals including precision grout, ready mix mortar, different block jointing mortar and
waterproofing compounds. Our R&D activities are carried out at our R&D centre in Vijayanagar, Karnataka. As
part of our R&D efforts, we collaborate with educational institutions such as the Indian Institute of Technology
(“IIT”) Delhi and IIT Guwahati. For further details, see “– Our Strategies – Continue to improve operational
efficiency and implement cost reduction measures” beginning on page 263.

Intellectual Property

We operate under the brand name, “JSW”, pursuant to JSW brand equity and business promotion agreement dated
October 8, 2014 (“Brand Equity Agreement”) entered into between our Company and JSW Investments Private
Limited (“JSWIPL”), deed of adherence dated May 14, 2024 entered into by our Subsidiary, JSW Green Cement
Private Limited (“DoA”) and the JSW brand license agreement dated August 13, 2024 between JSW IP Holdings
Private Limited and JSW Cement FZC (“FZC Agreement”). In terms of the Brand Equity Agreement and the
DoA, our Company and JSW Green Cement Private Limited are entitled to use the JSW Brand for a non-
refundable royalty fee payment that is equivalent to 0.25% of our standalone quarterly net turnover and the
quarterly net turnover of our Company and our Subsidiary, JSW Green Cement Private Limited (“Royalty”). If
our Company or JSW Green Cement Private Limited incurs losses for three consecutive Fiscals, they are not liable
to pay the Royalty. In terms of the FZC Agreement, JSW Cement FZC is liable to pay a non-refundable royalty
fee of 0.25% of the quarterly audited/management certified net sales of JSW Cement FZC, however if JSW
Cement FZC is not net profit positive for a given financial year, a nominal license fee of the AED equivalent of ₹

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0.03 million shall be paid to JSW IP. The ownership of the JSW brand under the brand equity agreement, and the
brand equity agreement stands transferred to JSWIPL with effect from April 1, 2015, pursuant to a scheme of
arrangement dated May 18, 2015, between JSWIPL and JSWIPHPL and their respective shareholders.
Additionally, our Company entered into a deed of assignment of trademark with JSWIPHPL dated June 29, 2023
to assign the entire right, title, claim and interest in certain trademarks in relation to the JSW brand including the
current logo of our Company to JSWIPHPL for a sum of ₹ 0.05 million. Please also see “Risk Factors – Internal
Risks – 42. We may not be able to protect our intellectual property rights and prevent the unauthorised use of our
intellectual property, which could harm our business and competitive position”, “History and Certain Corporate
Matters- Other material agreements” and “Our Promoters and Promoter Group – Interests of Promoters”
beginning on pages 70, 304 and 351 respectively.

We rely on a combination of patents, patent applications, trade secrets, including employee and third-party
nondisclosure agreements, trademarks, intellectual property licenses and other contractual rights to protect our
core technology and intellectual property. Our logo is registered with the Indian trademark registry
under classes 1, 19 and 37. We have obtained 32 registered trademarks (including label marks) and have made 35
applications for registration of trademarks under classes 1, 12,19 and 37 of the Trade Marks Act, 1999. We have
also obtained three patents and have filed four applications under the Patents Act, 1970 in relation to certain of
our manufacturing and packing processes.

Information Technology and Digitalisation

Information technology and digital services are leveraged extensively across our organisation and play an
important role in providing effective customer service, optimising our logistics costs and times and increasing the
efficiency of our manufacturing processes. We are implementing digitalisation across our plants to improve plant
productivity, increase capacity utilisation, improve product quality and reduce consumption of natural resources,
power and fuel. We utilise artificial intelligence and machine learning to detect equipment issues early on, thus
minimising downtime and maintenance costs. We are also implementing artificial intelligence based computer
vision analytics to enhance employee safety at various critical operations sites across all our plants. To ensure the
efficiency of our day-to-day operations, we utilise enterprise resource planning software to track and manage
essential business functions such as accounting, human resources, raw material management and inventory
tracking. We also utilise an internationally renowned customer relationship management platform to manage our
customer data, sales operations and marketing campaigns. We have also implemented a digital LCT to oversee
the entire order process from the receipt of orders to the delivery of our products by utilising yard management
systems, RFID and GPS tracking along with automated route and fleet optimisation. With the help of the LCT we
are able to optimise routes, fleet sizes, and trip efficiency to reduce our costs and enhance supply chain efficiency.

We also leverage mobile applications to help us increase customer satisfaction and the efficiency of our customer
service. For example, the JSW Dealer Saathi App and JSW Customer Saathi App allow our trade and non-trade
customers to directly place orders as per their approved contracts, check and track order status in real-time, make
online payments and settle any outstanding balances. The Sales Saathi App provides our sales team access to
dealer history, orders and financial health. It also allows our sales team to identify and address any customer
complaints and concerns in a timely manner. Further, we also leverage the JSW Aikyam mobile application that
allows our sales team to identify potential sales opportunities by tracking large upcoming infrastructure and
housing projects based on data gathered across the various business verticals of the JSW Group. The JSW Group
has created a dedicated cross-vertical team that focuses on such large customers across projects.

Further, being a part of the JSW Group, we benefit from the JSW One business to business digital platform which
facilitates the sale of products and allied services from various JSW Group entities to institutional customers. It
serves as a one stop digital shop for the purchase of manufacturing materials including our products, steel and
paint from other JSW Group entities. This platform enables us to make inroads into the existing customer base of
our other JSW Group entities and the expanding customer base of the JSW One platform, thus allowing us to
penetrate into new markets.

Data Protection and Privacy

In order to ensure our compliance with legal, statutory, regulatory and contractual obligations and other security
requirements related to information security, we have put in place our information security policy. As per this
policy, all personally identifiable information is protected through all phases including collection, processing,
transmission, storage, exchange and retirement. Further, we ensure that personal information is not shared without

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the due consent of the concerned individual except for instances where we are obligated to share such information
as per law. Further, our information technology infrastructure is equipped with cryptographic controls as
prescribed under relevant agreements, laws and regulations. Our information security controls are independently
reviewed periodically to ensure the adequacy and effectiveness of our information security management. We also
conduct periodic and randomised tests to assess the compliance of our information systems with information
security policies.

Health and Safety

Our commitment to our employee safety is our top priority. We have health and safety protocols in place to ensure
the integrity of our operations and with an aim to achieve a safe workplace. We prepare a job safety analysis report
for all our routine and non-routine activities to identify potential hazards and outline mitigation measures to
prevent safety incidents. We also conduct inter-location safety audits to identify and address all safety concerns
and implement workplace safety best practices consistently across all our plants. We conduct regular safety
trainings for all our employees and have implemented contractor safety management processes to conduct pre-
qualification safety assessments of all our contractors before they are awarded contracts.

Environment, Social and Governance

Our environment, social and governance strategy is guided by the seven pillars of our “CO-CREATE” framework.
For further details, see “- Our Strategies – Continue to focus on sustainable development” beginning on page 264.

Environment

We follow a circular economy approach to conserve natural resources and minimise the carbon dioxide emission
intensity at our plants. For further details, see “- Our Competitive Strengths - We have the lowest carbon dioxide
emission intensity among our peer cement manufacturing companies in India and the top global cement
manufacturing companies” beginning on page 257.

In addition, as part of our ecosystem restoration efforts, we focus on water conservation. Our water resource
management policy aims to alleviate water scarcity in the locations where we operate and promote water reuse
and recycling techniques. We treat domestic wastewater through sewage treatment plants to subsequently reuse
such water to supress dust and for gardening at our plants. Further, our mine pits serve as reservoirs to collect
rainwater. We utilise this harvested rainwater not just for our plant operations but also to serve nearby
communities for irrigation use and other non-potable uses. We also prioritise waste reduction during our
manufacturing processes. We uphold responsible disposal practices by sending hazardous waste such as waste
oils and grease to authorised recyclers for safe recovery and disposal. To minimise air pollutants, we ensure that
our dust emission is within regulatory limits during our manufacturing operations. This is ensured through the
installation of bag filters at raw material and product transfer points. We have installed stationary source emission
monitoring systems and ambient air quality monitoring systems across all our plants. As part of our emission
tracking mechanism, we also engage laboratories that are accredited by the Ministry of Environment, Forest and
Climate Change to monitor and analyse our emissions. Such measures enable us to track emissions of dust, sulphur
dioxide and nitrogen oxide. Across all our plants, we refrain from emitting any ozone-depleting substances.
Through our emission control measures, we adhere to all pertinent local and national emission regulations. For
further details see “Key Regulations and Policies in India – Environmental laws” beginning on page 295. We are
also committed to carrying out responsible mining and preserving the biodiversity at our mining sites. For each
of our mines, we have put in place a mining rehabilitation plan as per applicable regulatory requirements. To
adhere to such progressive rehabilitation plans, we undertake various initiatives such as our annual plantation
drive within the mining area of the JSW Nandyal mine. We utilise soil excavated from our mines for such
plantation drives. Further, we repurpose our dormant mines as water reservoirs to contribute to the water resources
of local populations surrounding our dormant mines.

As recognition for our environmental sustainability initiatives, we have received several awards such as the
“Confederation of Indian Industry-Indian Tobacco Company Excellence Award in Corporate Social
Responsibility, 2023”, the “International Green Apple Award 2023”, the “Federation of Indian Chambers of
Commerce and Industry Circular Economy Award 2023” and the “Apex India Green Leaf Award 2021” under
the gold category for waste management at our Nandyal plant.

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We aim to ensure that a majority of our transportation vehicles are electric by Fiscal 2026, aligning with our
commitment to the “Electric Vehicle 100” goal. Additionally, we plan to conduct ESG assessments of our critical
suppliers to ensure their alignment with our ESG goals and strategies.

Social

We are committed to contribute to our society by promoting the equality, diversity, safety and well-being of our
employees and communities. We focus our CSR initiatives on five key intervention areas for our communities:
Health, education, livelihood including agri-livelihood, community and rural development, and sanitation. We
endeavour to model our CSR initiatives to meet the United Nations Sustainable Development Goals. We have
adopted a strategic, aligned, multi-stakeholder, measurable and sustained approach to meet our CSR goals:

Some of the initiatives we have taken pursuant to our CSR goals as of March 31, 2024 include:

Health initiatives: We have provided free health screenings to villagers in India through our mobile health camps
in Nandyal, Andhra Pradesh, Salboni, West Bengal, Sundargarh and Jajpur, Odisha and our static clinic in Salboni,
West Bengal. We have also organised antenatal health camps to increase awareness on maternal and child health
and provided medical check-ups to women, carried out antimalarial fogging at various direct impact zone villages,
provided healthcare lab services to villagers across a primary healthcare centre near our Nandyal plant and a
community healthcare centre near the Shiva Cement Limited clinker unit and set up eye care camps in villages
surrounding our plants to screen villagers. Further, we extended our support in providing nutritional food to
tuberculosis patients. Further, we set up a 24 hours’ ambulance service in Salboni.

Education initiatives: We have set up digital classes across various schools in direct impact zone villages,
established science labs in two government schools and awarded our “Udaan” scholarships to students across
India.

Livelihood initiatives: We have trained farmers in the areas of sustainable farming and non-farming practices,
undertook various initiatives to assist low-income self-help groups including training women in vegetable and
mushroom cultivation, setting up fish farms in community ponds and setting up two cattle health camps to
vaccinate cattle in villages surrounding our plants.

Agri-livelihood initiatives: We have partnered with the National Bank for Agriculture and Rural Development to
carry out a watershed project through which we have built ponds, bunds and dams in villages surrounding our
plants.

Community and rural development initiatives: We have installed solar based water supply structures and reverse
osmosis water plants benefitting villagers in the villages surrounding our plants, solar street lights across direct
impact zone villages, drains and roads in villages surrounding our plants and aided in submitting applications for
welfare schemes catered to micro, small and medium enterprises, under the “Haqdarshak” project.

Sanitation initiatives: We have constructed toilets at local temples, provided tractors to gram panchayats and waste
bins to rural households to promote cleanliness and safe sanitation.

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Governance

Our corporate governance which is focused on anti-corruption and ensuring fair and ethical business practices is
overseen by our board of directors consisting of 14 directors including seven independent directors. Our
experienced board of directors contribute to and participate in the formulation of our business strategy while
maintaining our established core values of ethics beyond compliance, good governance, compliance and
transparency. Some of our key corporate policies include our anti-bribery and anti-corruption policy, board
evaluation policy, CSR policy, energy management policy, management policy, nomination policy, remuneration
policy, risk management policy and whistle blower policy.

Employees

As of March 31, 2024, we had a total of 1,668 on-roll employees and 2,674 off-roll employees. Most of our
employees are based in India while employees working for the JSW Cement FZC JV are based in the UAE. The
following table sets forth the number of our on-roll employees by function as of March 31, 2024, 2023 and 2022:

As of March 31,
2024 2023 2022
Function Percentage Percentage
Number of Number of Number of Percentage of
of total of total
Employees Employees Employees total number of
number of number of
(On-Roll) (On-Roll) (On-Roll) employees
employees employees
Corporate 126 7.55% 152 9.58% 146 9.74%
Manufacturing 783 46.94% 710 44.77% 629 41.96%
Projects 43 2.58% 64 4.04% 95 6.34%
Sales and Marketing 716 42.93% 660 41.61% 629 41.96%
Total 1,668 100.00% 1,586 100.00% 1,499 100.00%

The following table sets forth the number of on-roll employees by function as of March 31, 2024, 2023 and 2022
at JSW Cement FZC:

As of March 31,
2024 2023 2022
Function Percentage Percentage
Number of Number of Number of Percentage of
of total of total
Employees Employees Employees total number of
number of number of
(On-Roll) (On-Roll) (On-Roll) employees
employees employees
Manufacturing 206 100% 177 100% 142 100%

Our success depends on our ability to attract, retain, and motivate qualified employees. In line with our philosophy
to include our employees in our growth journey, we offer our employees equity-based incentives. Further, to
ensure our employees’ continued education in managerial, leadership and technical skills, we offer our employees
training and development programs.

We have not experienced any material labour disputes or work stoppages. We enter into standard labour contracts
with our employees. We also enter into standard confidentiality agreements with all of our employees. In addition,
we engage outsourced manpower through standard short-term employment contracts from time to time for
functions such as maintenance, housekeeping, sales and other peripheral requirements.

Competition

Competition in our industry primarily occurs based on price of products, quality of products and brand name. In
order to remain competitive in the market, we are focusing on reducing our manufacturing, transportation and
distribution costs and improving our operational efficiencies. We are also investing in R&D to manufacture new
and higher quality products while leveraging our brand name. Further, consolidation in our industry has increased
in recent years. As cement manufacturers consolidate and become larger entities, they may consolidate larger
proportions of the market, thus posing as a larger competitive threat to us. According to the CRISIL Report, the
cement industry is on the road to becoming more competitive with more consolidations expected in the future.

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Insurance

We maintain various insurance policies to safeguard against risks and unexpected events. We maintain industry
all-risk insurance, marine export-import insurance, mega risk insurance, burglary insurance, standard fire and
special perils insurance, property insurance, cybersecurity insurance, machinery breakdown insurance, public
liability insurance, commercial general liability insurance, terrorism insurance, and employer’s liability insurance.
We have also obtained erection all-risk insurance policies in relation to the proposed expansion of certain of our
manufacturing plants.

Property and Facilities

Our registered and corporate office is located at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400
051, Maharashtra, India and is owned by JSW Steel Limited and we occupy the premises pursuant to a no-
objection certificate dated July 31, 2013 issued by JSW Steel.

Our sales offices are located in Patna, Bellary, Mangalore, Bangalore, Hubli, Hyderabad, Kurnool, Chennai,
Bhubaneswar which are all on leased premises. The terms of the lease agreements for such sales offices range
from one year to six years. We are typically required to pay security deposits, specified monthly rentals and
maintenance charges for the duration of the respective lease agreements, subject to periodic escalations at agreed
rates, and electricity, water and telephone charges with applicable taxes, in accordance with the terms of our lease
agreements.

As of March 31, 2024, we operate seven plants in India and JSW Cement FZC operates one clinker unit in the
UAE. We have entered into a non-binding memorandum of understanding with JSW Steel Limited dated October
21, 2022, pursuant to which JSW Steel Limited has agreed to enter into a long-term lease agreement with our
Company for the plot of land on which the Salem plant is located. Further, our manufacturing unit at Vijayanagar,
Karnataka is located on land which JSW Steel Limited is entitled to acquire from the Government of Karnataka
in terms of sale deeds dated July 28, 2006 and October 24, 2007. However, such acquisition was never effectuated.
In this regard, JSW Steel Limited filed a writ petition before the High Court of Karnataka. Through its order dated
February 27, 2024, The High Court of Karnataka directed the Government of Karnataka to execute sale deeds in
respect of such land in favour of JSW Steel Limited. Subsequently, pursuant to a letter dated March 14, 2024,
JSW Steel Limited has undertaken to enter into a lease agreement with us upon the execution of the sale deeds in
its favour by the Government of Karnataka. For further details, see “Risk Factors – Internal Risks – 14. We
may not have marketable title over some of the land we occupy. We also occupy certain land on a leasehold basis,
including the land on which some of our plants and warehouses are located. In addition, we use our registered
and corporate office on a co-sharing basis with other members of the JSW Group. A failure to obtain marketable
title over our land, or to renew existing arrangements may have a material adverse effect on our business,
financial condition and results of operations.” beginning on page 52.

We also lease warehouses from third parties for storage of our products at Kolhapur, Navelim, Khurda, Deoghar,
Howrah, Coimbatore, Karimnagar, Bagalkot, Palakkad, Begusarai and Ananthapur. The tenure of the lease
agreements for such warehouses ranges from 10 months to six years. The table below provides an overview in
relation to the land on which our integrated plants, grinding units and clinker units are located:

Facility Leasehold/Freehold Agreement Duration/ Valid till

Vijayanagar Proposed to be leased

by us from JSW Steel - -
Limited(1)
Salem Proposed to be leased
by us from JSW Steel -
Limited(2)
Nandyal Freehold Registered sale deeds -

Leasehold Mining lease deed dated April 25, 2008 April 24, 2058
Dolvi Lease agreements dated February 1 2019, October
Leasehold 1, 2021, October 26, 2021 April 1, 2022, July 1, Two to five years
2022, May 20, 2023, July 5, 2023.
Salboni Leasehold 99 years
Assignment of leasehold interest dated July 15,
2016
Leasehold 99 years

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 Facility Leasehold/Freehold Agreement Duration/ Valid till

Assignment of leasehold interest dated July 15,

Freehold 2016 -
Deed of Conveyance dated October 4, 2016
Shiva Cement Lease deed dated February 26, 1999
Leasehold 90 years
Lease deed dated August 10, 2010
90 years
Sale deed dated August 2, 1988 and Sale deed
Freehold -
dated January 7, 2022
Jajpur Leasehold Lease deed dated October 10, 2017 71 years
Fujairah (JSW Contract for Exploitation of Quarry Site &
Cement FZC) Leasehold Construction of Clinker Production Plant dated
October 30, 2017 25 years
License

(1) JSW Steel Limited was entitled to acquire the land on which our Vijayanagar plant is situated from the Government of Karnataka in
terms of lease cum sale agreements dated July 28, 2006 and October 24, 2007. However, such acquisition was never effectuated. In this
regard, JSW Steel Limited filed a writ petition before the High Court of Karnataka. Through its order dated February 27, 2024, The
High Court of Karnataka directed the Government of Karnataka to execute sale deeds in respect of such land in favour of JSW Steel
Limited. Subsequently, pursuant to a letter dated March 14, 2024, JSW Steel Limited has undertaken to enter into a lease agreement
with us upon the execution of the sale deeds in its favour by the Government of Karnataka. For further details, see “Risk Factors –
Internal Risks – 14.We may not have marketable title over some of the land we occupy. We also occupy certain land on a leasehold
basis, including the land on which some of our plants and warehouses are located. In addition, we use our registered and corporate
office on a co-sharing basis with other members of the JSW Group. A failure to obtain marketable title over our land, or to renew existing
arrangements may have a material adverse effect on our business, financial condition and results of operations.” beginning on page 52.

(2) The Salem plant and the land on which it is situated, is owned by JSW Steel Limited and its operations are supervised and controlled by
our employees pursuant to GGBS manufacturing agreement entered into by our Company with JSW Steel Limited dated October 4, 2023.
Pursuant to a non-binding memorandum of understanding dated October 21, 2022, entered into between us and JSW Steel Limited, JSW
Steel Limited agreed to transfer the ownership of the Salem plant to us and to enter into a lease agreement with us in respect of the land
on which the plant is situated, subject to receipt of approval from the Ministry of Environment, Forest and Climate Change of India. The
Salem plant is staffed by the employees and labourers of our Company. In this regard, JSW Steel Limited has made an application dated
May 7, 2024 to the Ministry of Environment, Forest and Climate Change of India for effectuating the transfer of the environmental
clearance in respect of the Salem plant in favour of us. For further details, see “History and Certain Corporate Matters- Other material
agreements” and “Risk Factors – Internal Risks - We may not have marketable title over some of the land we occupy. We also occupy
certain land on a leasehold basis, including the land on which some of our plants and warehouses are located. In addition, we use our
registered and corporate office on a co-sharing basis with other members of the JSW Group. A failure to obtain marketable title over
our land, or to renew existing arrangements may have a material adverse effect on our business, financial condition and results of
operations.” beginning on pages 306 and 52.

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 KEY REGULATIONS AND POLICIES IN INDIA

The following description is a summary of certain key statutes, rules, regulations and notifications which are
applicable to our Company, our Subsidiaries and our business operations in India.

The information in this chapter, is based on the current provisions of key statutes, rules, regulations and
notifications, as amended, and are subject to future amendments, changes and/or modifications. The information
detailed in this chapter has been obtained from sources available in the public domain. The regulations set out
below may not be exhaustive and are only intended to provide general information to the investors and are neither
designed nor intended to substitute professional legal advice. The indicative summary is based on the current
provisions of Indian law, and remain subject to judicial and administrative interpretations thereof, which are
subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Taxation statutes such as the Income-tax Act, 1961, the Customs Act 1962, the relevant goods and services tax
legislation and relevant state legislations on professional tax apply to us as it does to any other Indian company.
Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory
permissions to conduct our business and operations. For details of government approvals obtained by our
Company, see “Government and Other Approvals” on page 549.

Business related legislations

Cement Control Order, 1967 (“1967 Order”)

The 1967 Order requires cement producers to maintain books relating to production, removal, sale and transport
of cement (excluding white cement). Cement manufacturers are also required to furnish returns or such other
information as may be specified by the Central Government. The 1967 Order also provides for the maintenance
of a cement regulation account by the development commissioner for the cement industry. The amount credited
in this account is to be used inter alia for reimbursing the producer for equalizing freight or concession in the
matter of export price. The 1967 Order was amended pursuant to the Cement Control (Amendment) Order, 1989
with a view to liberalise the pricing and distribution of cement.

Cement (Quality Control) Order, 2003 (“2003 Order”)

The 2003 Order has been framed under the Bureau of Indian Standards Act, 1986, and prohibits sale, manufacture
or storage for sale and distribution of cement which does not meet the quality / standard requirements specified
by the Bureau of Indian Standards or does not bear the standard mark certified by the Bureau of Indian Standards.
The 2003 Order requires a manufacturer of cement to make an application to the BIS for obtaining a licence for
the use of the standard mark before the commencement of production. In the event that the cement manufactured
by a company ceases to conform to the standards prescribed under the Bureau of Indian Standards Act, 1986, such
license may be cancelled.

Cement Cess Rules, 1993

The Cement Cess Rules, 1993, have been framed under the Industries (Development and Regulation) Act, 1951,
and requires a manufacturer to submit a return to the Development Commissioner for Cement Industry,
Government of India (“Collecting Agency”), relating to stocks of cement manufactured or produced in, and
removed from the undertaking during the previous month, on or before 15 th of every month. In the event any
manufacturer fails to furnish the said return within the date specified or furnishes a return which the Collecting
Agency has reason to believe is incorrect or defective, the Collecting Agency shall serve notice on the
manufacturer calling upon him to produce all or any of his accounts relating to the cement manufactured or
produced by the manufacturer. Further, the manufacturer shall remit the amount of cess as due for the previous
month by the 15th of the following month through demand draft in favour of the Collecting Agency. The proceeds
of the cess shall first be credited to the Consolidated Fund of India and the Central Government may after due
appropriation made by Parliament by law in this respect, hand over to the Development Council for Central
Industry such sums as it may consider necessary from out of such proceeds after deducting the cost of collection.

Mines and Minerals (Development and Regulation) Act, 1957 (“MMDR Act”) and Minerals (Other than
Atomic and Hydro Carbons Energy Minerals) Concession Rules, 2016 (“Mineral Rules”)

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The MMDR Act and the Mineral Rules govern the grant and renewal of mining leases. The MMDR Act prohibits
any person from undertaking any mining operations without obtaining a mining lease granted under the MMDR
Act. Pursuant to the MMDR Act, a mining lease for minerals other than coal, lignite and atomic minerals shall be
granted for a period of 50 years. On the expiry of such lease period, the lease shall be put up for auction as per the
procedure specified in the MMDR Act. As per the MMDR Act, no person shall acquire one or more mining leases
in a state covering a total area of more than ten square kilometres. The MMDR Act also empowers State
Governments to make rules for prevention of illegal mining, transportation and storage of minerals. The Mineral
Rules regulate the procedures for grant and expiry/termination/lapse of reconnaissance permits, prospecting
license and mining leases and terms and conditions thereof. The Mineral Rules also govern the transfer of mining
lease/ prospecting license cum mining lease. The Mines and Minerals (Development and Regulation) Amendment
Act, 2023, has amended the MMDR Act to simplify the regulatory framework of the domestic mining sector in
India. Some of the key changes include (a) removal of end-use restrictions to incentivize captive miners to increase
production, (b) facilitation of transfer of mining leases for continuity of mining operations, (c) abolition of transfer
fee in relation on acquisition of mining leases including limestone mines.

The Mines Act, 1952 (“Mines Act”)

The Mines Act and the Mines Rules regulate the health and safety of workers engaged in the mining industry. The
Mines Act grants powers on the chief inspector of mines or an inspector of mines, as appointed by the Central
Government, to carry out regular health and safety surveys on mining units. The survey, amongst others may
include an examination of the ventilation of the mine, sufficiency of the bylaws and all other matters connected
with or relating to the health, safety and welfare of persons engaged in mines. As per the provisions of the Mines
Act, the Central Government may appoint qualified medical practitioners to be certifying surgeons to conduct
examination of persons engaged in mining activities and exercise medical supervision for any mine or class or
description of mines where cases of illness have occurred which it is reasonable to believe are due to the nature
of any process carried on or other conditions of work prevailing in the mine. As per the Mines Act, all mining
units must have adequate provisions of drinking water, medical supplies, and latrines for workers engaged in the
mines. The Mines Act also provides for the constitution of a committee by the Central Government, which shall
inter alia consider proposals, for making rules and regulations under the Mines Act and make appropriate
recommendations to the Central Government and enquire into such accidents or other matters as may be referred
to it by the Central Government from time to time and make reports thereon.

Other mining laws and regulations that are applicable to the Company and its Subsidiaries include the following:

• Metalliferous Mine Regulations, 1961;

• Limestone and Dolomite Mines Labour Welfare Fund Act, 1972;
• Limestone and Dolomite Mines Labour Welfare Fund Rules, 1973;
• Mineral Conservation and Development Rules, 2017;
• Mining Leases (Modification of Terms) Rules, 1956;
• Minerals (Evidence of Mineral Contents) Rules, 2015;
• Mineral (Auction) Rules, 2015;
• Minerals (Transfer of Mining Lease Granted Otherwise Than Through Auction For Captive Purpose) Rules,
2016;
• Reimbursement of Exploration Rules, 2022;
• The Mines Rules, 1955; and
• The Payment of Wages (Mines) Rules, 1956.

Bureau of Indian Standards Act, 2016 (“BIS Act”)

The Bureau of Indian Standards Act, 2016 provides for the establishment of bureau for the standardisation,
marking and quality certification of goods. Functions of the bureau include, inter alia, (a) recognizing as an Indian
standard, any standard established for any article or process by any other institution in India or elsewhere; (b)
specifying a standard mark which shall be of such design and contain such particulars as may be prescribed to
represent a particular Indian standard; and (c) conducting such inspection and taking such samples of any material
or substance as may be necessary to see whether any article or process in relation to which the standard mark has
been used conforms to the Indian Standard or whether the standard mark has been improperly used in relation to
any article or process with or without a license. A person may apply to the bureau for grant of license or certificate
of conformity, if the articles, goods, process, system or service confirms to an Indian Standard.

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Industries (Development and Regulation) Act, 1951 (“IDR Act”)

The IDR Act has been liberalized under the New Industrial Policy dated July 24, 1991, and all industrial
undertakings are exempt from licensing except for certain industries specifically mentioned therein. In terms of
this notification, the cement industry has been exempted by the Central Government from obtaining an industrial
license. The IDR Act is administered by the Ministry of Commerce and Industries through the Department for
Promotion of Industry and Internal Trade (“DPIIT”), Ministry of Commerce and Industry, Government of India.

The Indian Boilers Act, 1923 (“Boilers Act”) and the Indian Boiler Regulations, 1950 (“Boiler Regulations”)

The Boilers Act was enacted to consolidate and amend the law relating to steam-boilers. As per the Boilers Act,
no owner of a boiler that is not exempted from the Boilers Act shall use the boiler or permit it to be used unless it
has been registered in accordance with the provisions of the Boilers Act. Any contravention to the provisions of
the Boilers Act, except otherwise provided, will be punishable with imprisonment, which may extend to 2 years
or with fine which may extend to ₹ 0.1 million or with both. The Boiler Regulations have been framed under the
Boilers Act. The Boiler Regulations inter alia deal with the materials, procedure and inspection techniques to be
adopted for the manufacture of boilers and boiler mountings and fittings, the safety of persons inside boilers.

The Legal Metrology Act, 2009 (“Legal Metrology Act”) and Legal Metrology (Packaged Commodities) Rules,
2011 (“Packaged Commodity Rules”)

The Legal Metrology Act replaced the Standards of Weights and Measures Act, 1976 and the Standards of
Weights and Measures (Enforcement) Act, 1985. The Legal Metrology Act seeks to establish and enforce standard
weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or
distributed by weight, measure or number and for matters connected therewith or incidental thereto. As per the
Legal Metrology Act, the units of weights and measures must be in accordance with the metric system based on
the international system of units only. Any non-compliance or violation of the provisions of the Legal Metrology
Act may result in, among others, a monetary penalty on the manufacturer or seizure of goods or imprisonment in
certain cases. The Legal Metrology Act allows companies to nominate a director who will be held responsible for
the breach of its provisions.

The Packaged Commodities Rules were framed under Sections 52(2)(j) and (q) of the Legal Metrology Act and
lay down specific provisions applicable to packages intended for retail sale, wholesale and for export and import.
The Packaged Commodities Rules provide that no person shall pre-pack or cause or permit to be pre-packed any
commodity for sale, distribution or delivery unless the package in which the commodity is pre-packed bears
thereon, or on a label is securely affixed thereto, such declarations as are required to be made under the Packaged
Commodities Rules. The Legal Metrology (Packaged Commodities) (Amendment) Rules, 2022 (“2022
Amendment Rules”) have amended the Packaged Commodities Rules and state that the unit sale price in rupees
shall be rounded off to the nearest two decimal place. Further, the 2022 Amendment Rules have omitted the
Second Schedule of the Packaged Commodities Rules, which specified the quantities of commodities by weight,
measure or number. As per the 2022 Amendment Rules, no prosecution shall be initiated against the manufacturer
or packer or importer of pre-packaged commodities for making declaration with effect from April 1, 2022, in
accordance with the Packaged Commodities Rules.

The Explosives Act, 1884 (“Explosives Act”) and the Explosives Rules, 2008 (“Explosives Rules”)

The Explosives Act regulates the manufacturing, use, possession, sale, transport, export and import of explosives,
defined under the Explosives Act as any substance, whether a single chemical compound or a mixture of
substances, whether solid or liquid or gaseous, used or manufactured with a view to produce a practical effect by
explosion or pyrotechnic effect. As per the Explosives Act, the Central Government may, for any part of India,
make rules consistent with the Explosives Act to regulate or prohibit, except under and in accordance with the
conditions of a license granted as provided by those rules, the manufacture, possession, use, sale, transport, import
and export of explosives, or any specified class of explosives. Penalty provisions including imprisonment, have
been prescribed for manufacture, import or export, possession, usage, selling or transportation of explosives in
contravention of the rules made under the Explosives Act.

The Explosive Rules sets out the classification, categorization and procedure for obtaining authorizations for the
for the manufacture, import, export, transport, possession, selling or use of any explosives.

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Electricity Act, 2003 (“Electricity Act”) and Electricity Rules, 2005 (“Electricity Rules”)

The Electricity Act repealed the Indian Electricity Act, 1910, the Electricity (Supply) Act, 1948 and the Electricity
Regulatory Commissions Act, 1998. The Electricity Act provides for the right to open access to any person who
has constructed a captive generating plant for the purposes of carrying electricity from his captive generating plant
to the destination of his use. Further, the Electricity Act provides for the constitution of a state electricity
regulatory commission (“State Commission”) by every State Government, which shall be empowered to inter
alia introduce open access in such phases and subject to such conditions as may be specified within one year of
the appointed date by it, including the payment of the transmission charges and surcharge thereon (“Surcharge”)
as may be specified by the State Commission. As per the Electricity Act, any consumer who has been allowed
open access by the State Commission may enter into an agreement with any person for supply or purchase of
electricity on such terms and conditions (including tariff) as may be agreed upon by them. The Electricity Rules
provide for inter alia the establishment of a forum for redressal of grievances of consumers by the distribution
licensee as well as the appointment of an ombudsman by the relevant state commissions to consider the
representations of the consumers consistent with the provisions of the Electricity Act and the Electricity Rules.
Further, the Electricity Rules state that the end users of the electricity generated in a captive generating plant, as
defined under the Electricity Act shall hold not less than 26% of the ownership of such captive generating plant
in aggregate and shall consume not less than 51% of the electricity generated, determined on an annual basis, in
proportion to their shares in ownership of the captive generating plant within a variation not exceeding 10%.

Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2023 (“CEA
Rules”)

The CEA Rules have been enacted by the Central Electricity Authority, constituted under Electricity Act, to
provide for measures relating to safety and electric supply. The CEA Rules provide for the general safety
requirements pertaining to construction, installation, protection, operation and maintenance of electric supply lines
and apparatus. Further, as per the CEA Rules, installations, defined under the CEA Rules as any composite
electrical unit used for the purpose of generating, transforming, transmitting, converting, distributing, or utilizing
electricity, must be periodically inspected and tested at intervals not exceeding five years, by the electrical
inspector if the voltage of the installation is above the notified voltage or by the owner or supplier or consumer,
as the case may be if the voltage of the installation is below or equal to the notified voltage. In case the owner
fails to rectify the defects in the installation pointed out by the electrical inspector in his inspection report, the
electrical inspector has the authority to disconnect the electric supply for such installation after serving the owner
of such installation with a notice for not less than 48 hours.

The Petroleum Act, 1934 (“Petroleum Act”) and Petroleum Rules, 2002 (“Petroleum Rules”)

The Petroleum Act consolidates and amends the laws relating to the import, transport, storage, production, refining
and blending of petroleum. As per the Petroleum Act, the Central Government may make rules regulating inter
alia the import, transport and storage of petroleum. The Central Government has prescribed the Petroleum Rules
under the Petroleum Act. Under the Petroleum Rules, any person intending to store petroleum, of such class and
in such quantities as mentioned in the Petroleum Rules, otherwise than under a license shall take the approval of
the chief controller before commencing storage. Further, as per the Petroleum Rules, petroleum shall not be
imported into India by sea except through the ports which are duly approved for this purpose by the Ministry of
Shipping, Government of India, in consultation with the chief controller and declared as custom’s ports by the
commissioner of customs and any person(s) desirous of seeking approval in respect of proposed facilities for
unloading of petroleum for the purpose of import of petroleum by sea or of making modifications in the existing
facilities shall submit an application to the chief controller.

Foreign Investment Laws

Foreign Trade (Development and Regulation) Act, 1992 and the rules framed thereunder (“Foreign Trade
Act”)

The Foreign Trade Act, read with the applicable provisions of the Indian Foreign Trade Policy 2023, authorizes
the government to formulate as well as announce the export and import policy and to keep amending the same on
a timely basis. The Central Government has also been given a wide power to prohibit, restrict and regulate the
exports and imports in general as well as specified cases of foreign trade. The Foreign Trade Act requires every
importer as well as exporter to obtain the Importer Exporter Code Number (“IEC”) from the Director-General or
the authorised officer. The Director General is authorised to suspend or cancel IEC in case of (i) contravention by

294
any person any of the provisions of the Foreign Trade Act or any rules or orders made thereunder or the foreign
trade policy or any other law for the time being in force relating to Central excise or customs or foreign exchange
or person has committed any other economic offence under any other law for the time being in force as may be
specified by the Central Government or (ii) making an export or import in a manner prejudicial to the trade
relations of India with any foreign country or to the interests of other persons engaged in imports or exports or
has brought disrepute to the credit or the goods of, or services or technology provided from, the country; or (iii)
importing or exporting specified goods or services or technology, in contravention of any provision of the Foreign
Trade Act or any rules or orders made thereunder or the foreign trade policy. Where any IEC number granted to
a person has been suspended or cancelled, the person shall not be entitled to import or export any goods or services
or technology except under a special licence, granted by the Director General to that person in a manner and
subject to conditions as may be prescribed.

The Foreign Exchange Management Act, 1999 (“FEMA”)

Foreign investment in India is governed by the provisions of FEMA along with the rules, regulations and
notifications made by RBI thereunder, and the Consolidated Foreign Direct Investment Policy (“FDI Policy”)
issued by the DPIIT from time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode
of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and
reporting requirements for investments in India by a person resident outside India. As per the current FDI Policy
(effective October 15, 2020), 100% foreign direct investment is allowed for companies in the manufacturing sector
through the automatic route.

Environmental laws

Environment Protection Act, 1986 (“EP Act”) and Environment Protection Rules, 1986 (“EP Rules”) and
Environmental Impact Assessment Notification, 2006 (“EIA Notification”)

The EP Act has been enacted for the protection and improvement of the environment. The EP Act empowers the
government to take all measures to protect and improve the quality of environment, such as by laying down
standards for emission and discharge of pollutants, providing for restrictions regarding areas where industries may
operate and laying down safeguards for handling hazardous substances, amongst others. It is in the form of an
umbrella legislation designed to provide a framework for Central Government to coordinate the activities of
various central and state authorities established under previous laws. It is also in the form of an enabling law,
which delegates wide powers to the executive to enable bureaucrats to frame necessary rules and regulations.
Further, the EP Rules specifies, inter alia, the standards for emission or discharge of environmental pollutants,
restrictions on the location of industries and restrictions on the handling of hazardous substances in different areas.
For contravention of any of the provisions of the EP Act or the rules framed thereunder, the punishment includes
either imprisonment or fine or both. Additionally, under the EIA Notification and its subsequent amendments,
projects are required to mandatorily obtain environmental clearance from the concerned authorities depending on
the potential impact on human health and resources.

Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act was enacted to control and prevent water pollution and for maintaining or restoring of
wholesomeness of water in the country. The Water Act provides for the establishment of Pollution Control Boards
(“PCBs”) at Central and State levels to establish and enforce standards for discharging pollutants into water
bodies. Further, any person intending to establish any industry, operation or process or any treatment and disposal
system which is likely to discharge sewage or other pollution into a water body is required to obtain prior consent
of the relevant state PCB.

Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)

Under the Air Act, the relevant state pollution control board may inspect any industrial plant or manufacturing
process and give orders, as it may deem fit, for the prevention, control and abatement of air pollution. Further,
industrial plants and manufacturing processes are required to adhere to the standards for emission of air pollutants
laid down by the relevant state pollution control board, in consultation with the Central Pollution Control Board.
The relevant state pollution control board is also empowered to declare air pollution control areas. Additionally,
consent of the state pollution control board is required prior to establishing and operating an industrial plant. The
consent by the state pollution control board may contain provisions regarding installation of pollution control
equipment and the quantity of emissions permitted at the industrial plant.

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Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste
Rules”)

The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by
imposing an obligation on every occupier and operator of a facility generating hazardous waste to dispose of such
waste without harming the environment. The term “hazardous waste” has been defined in the Hazardous Waste
Rules and any person who has control over the affairs of the factory or the premises or any person in possession
of the hazardous waste has been defined as an “occupier”. Every occupier and operator of a facility generating
hazardous waste must obtain authorization from the relevant state pollution control board. Further, the occupier,
importer or exporter is liable for damages caused to the environment resulting from the improper handling and
disposal of hazardous waste and must pay any financial penalty that may be levied by the respective state pollution
control board.

Fire control and safety rules and regulations

We are subject to the fire control and safety rules and regulations framed by the state government of Karnataka
under the Karnataka Fire Force Act, 1964, the state government of Andhra Pradesh under the Andhra Pradesh
Fire Service Act, 1999, the state government of West Bengal under the West Bengal Fire Service Act, 1950, the
state government of Odisha under the Orissa Fire Service Act, 1993, the state government of Maharashtra under
the Maharashtra Fire Prevention and Life Safety Measures Act, 2006 and the state government of Gujarat under
the Gujarat Fire Prevention and Life Safety Measures Act, 2013.

Guidelines to regulate and control ground water extraction in India, 2020 (“2020 Guidelines”)

The 2020 Guidelines regulate the groundwater extraction. As per the 2020 Guidelines, all mining projects are
required to obtain a no objection certificate for abstraction of groundwater for such projects in over-exploited
assessment units as per the procedure stipulated in the 2020 Guidelines. Further, the 2020 Guidelines provide for
the penalty for non-compliance of no objection certificate conditions, which may extend to a fine of up to ₹ 1.00
million.

Other environmental laws and regulations

The other environmental laws and regulations that are applicable to the Company are as follows:

• The Forest (Conservation) Act, 1980

• The Wild Life (Protection) Act, 1972
• Plastic Waste Management Rules, 2016

Intellectual Property laws

The Trade Marks Act, 1999 (“Trademarks Act”)

The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive
rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The Trademarks
Act also prohibits any registration of deceptively similar trademarks or chemical compounds among others. It also
provides for infringement, falsifying and falsely applying for trademarks.

The Patents Act 1970 (“Patents Act”)

The Patents Act governs the patent regime in India. A patent under the Patents Act is an intellectual property right
relating to inventions and grant of exclusive right, for limited period, provided by the Government to the patentee,
in exchange of full disclosure of his invention, for excluding others from making, using, selling and importing the
patented product or process or produce that product. Being a signatory to the Agreement on Trade Related Aspects
of Intellectual Property Rights, India is required to recognize product patents as well as process patents. In addition
to the broad requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness
in order for it to avail patent protection, the Patents Act further provides that patent protection may not be granted
to certain specified types of inventions and materials even if they satisfy the above criteria.

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Labour related legislations

The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws. The following is an indicative list of labour laws which may be applicable to our Company
and our Subsidiaries due to the nature of the business activities:

The Factories Act, 1948 (“Factories Act”)

The Factories Act defines a “factory” to cover any premises where 10 or more workers are working or were
working on any day of the preceding 12 months and in any part of which a manufacturing process is carried on
with the aid of power, or is ordinarily so carried on, or any premises where at least 20 workers are working or
were working on any day of the preceding 12 months and in and in any part of which a manufacturing process is
carried on without the aid of power, or is ordinarily so carried on. The Factories Act provides that the person who
has ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must
ensure the health, safety and welfare of all workers while they are at work in the factory. As per the Factories Act,
any person who designs, manufactures, imports or supplies and article for use in any factory shall, inter alia,
ensure, so far as is reasonably practicable, that the article is so designed and constructed as to be safe and without
risks to the health of the workers when properly used and carry out or arrange for the carrying out of such tests
and examination as may be considered necessary for the effective implementation of such duty. The Factories Act
provides various safeguards for the safety and welfare of workers in a factory. The penalties for contravention of
the Factories Act include fine and imprisonment for the ‘occupier’ or ‘manager’ as defined under the Factories
Act, and enhanced penalties for repeat offences and contravention of certain provisions relating to use of the
hazardous materials. Each State Government has enacted rules in respect of the prior submission of plans and
their approval for the establishment of factories and registration/licensing thereof.

Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA Act”)

The CLRA Act has been enacted to regulate the employment of contract labour in certain establishments, the
regulation of their conditions and terms of service and to provide for its abolition in certain circumstances. The
CLRA Act applies to every establishment in which 20 or more workmen are employed or were employed on any
day of the preceding 12 months as contract labour. The CLRA Act vests the responsibility on the principal
employer of an establishment to which the CLRA Act applies to make an application to the registered officer in
the prescribed manner for registration of the establishment. In the absence of registration, a contract labour cannot
be employed in the establishment. Likewise, every contractor to whom the CLRA Act applies is required to obtain
a license and not to undertake or execute any work through contract labour except under and in accordance with
the license issued. The principal employer is under an obligation to provide various facilities as provided under
the CLRA Act, within a prescribed time period, in case the contractor does not provide such facilities. Penalties,
including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act.

Shops and Establishments Acts of various states

Under the provisions of local shops and establishments legislations applicable in the states in which such
establishments are set up, establishments are required to be registered. Such legislations regulate the working and
employment conditions of the workers employed in shops and establishments including commercial
establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of
service, maintenance of shops and establishments and other rights and obligations of the employers and
employees. There are penalties prescribed in the form of monetary fine or imprisonment for violation of the
legislations.

Other labour law legislations

The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws, including the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the
Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
Payment of Gratuity Act, 1972, the Payment of Bonus Act, 1965, Contract Labour (Regulation and Abolition)
Act, 1970, the Shops and Establishments Act, 1953, the Maternity Benefit Act, 1961, the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Employment Exchanges
(Compulsory Notification of Vacancies) Act, 1959, the Inter-State Migrant Workmen Act, 1979, the Labour
Welfare Fund Act of the respective states where we have our mines and manufacturing units and the Building and
Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996.

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In order to rationalize and reform labour laws in India, the Government has enacted the following codes, which
will be brought into force on a date to be notified by the Central Government:

(a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes four
existing laws namely – the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of
Bonus Act, 1965 and the Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages
payable to employees, the manner of payment and calculation of wages and the payment of bonus to
employees. The Central Government has notified certain provisions of the Code on Wages, mainly in
relation to the constitution of the central advisory board.

(b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the
conditions of employment in industrial establishments and undertakings, and the investigation and
settlement of industrial disputes. It subsumes and simplifies the Trade Unions Act, 1926, the Industrial
Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947.

(c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and
subsumes various social security related legislations, inter alia including the Employee’s State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit
Act, 1961, Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Payment of Gratuity
Act, 1972. It governs the constitution and functioning of social security organisations such as the
Employee’s Provident Fund Organisation and the Employee’s State Insurance Corporation, regulates the
payment of gratuity, the provision of maternity benefits and compensation in the event of accidents that
employees may suffer, among others.

(d) The Occupational Safety, Health and Working Conditions Code, 2020, consolidates and amends the
laws regulating the occupational safety and health and working conditions of the persons employed in an
establishment. It replaces 13 old central labour laws including the Factories Act, 1948, Contract Labour
(Regulation and Abolition) Act, 1970, the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996 and the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979.

Furthermore, we are also required to comply with the various labour law statutes enacted across states where our
manufacturing plants are located.

Other applicable laws

In addition to the above, our Company is also required to comply with the provisions of the Companies Act, 2013
and rules framed thereunder, the Indian Contract Act, 1872, the Specific Relief Act, 1963, the Transfer of Property
Act, 1882, the Sale of Goods Act, 1930, the Arbitration and Conciliation Act, 1996, each as amended, and other
applicable statutes promulgated by the relevant Central and State Governments.

We also carry on our operations and business in the foreign jurisdiction of UAE through our Material Joint
Venture. For further details, see “Our Business” section on page 250. Our business and operations in such foreign
jurisdiction are and will be subject to applicable local laws.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as a public limited company under the Companies Act, 1956, pursuant to a
certificate of incorporation dated March 29, 2006 issued by the Registrar of Companies, Maharashtra at Mumbai
(“RoC”). Our Company received a certificate of commencement of business on May 12, 2006 by the RoC.

Change in the registered office of our Company

Except as stated below, there has been no change in the address of our registered office since incorporation.

Effective date of
Details of change Reason for change
change
November 8, The registered office of our Company was changed from Jindal For business and administrative
2013 Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai 400 026, convenience
Maharashtra to JSW Centre, Bandra Kurla Complex, Bandra (East),
Mumbai 400 051, Maharashtra, India

Main objects of our Company

The main objects contained in our Memorandum of Association are as mentioned below:

1. To produce, manufacture, treat, process, prepare, refine, take on lease required contract, construct, establish,
work operate, maintain produce all types and kinds of cement ordinary, grey cement, repifix cement, white,
coloured, portland, pozzolana, alumina, blast furnace, silica and all other varieties of cement, lime and
limestone, clinker and / or by-products thereof, granulated blast furnace slag, ground granulated blast
furnace slag, as also cement products of any or all descriptions, such as pipes, poles, slabs, asbestos sheets,
blocks, tiles, gardenwares, plaster of paris, lime pipes, concrete, gypsum, whiting, clay, granule, sand,
building materials and otherwise, and articles, things, compounds and preparations connected with the
aforesaid products, or things which may be manufactured out of or with cement or in which the use of the
cement may be met.
2. To carry on all or any of the business as manufacturers, importers, exporters, producers, sellers & dealers
in cements of all kinds, lime, fly ash, bottom ash, coal wastes from power plant/steel plants and other sources,
granulated blast furnace slag, ground granulated blast furnace slag, plasters, concrete, whiting, clay, gravel,
sand, minerals, granule, earth, coke, fuel, gypsum, coal, jute and all builders requisites made out of cement
and cement products and convenience of all kinds.

The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out as well as business proposed to be carried out by our Company.

Amendments to our Memorandum of Association

Set out below are the amendments to our Memorandum of Association in the 10 years preceding the date of this
Draft Red Herring Prospectus:

Effective date of
Details of amendments
change
November 9, 2017 Clause V of the MoA was amended to reflect the reclassification of the authorised share capital of
our Company, from ₹ 15,000,000,000 consisting of 1,000,000,000 Equity Shares of ₹ 10 each and
50,000,000 Preference Shares of ₹ 100 each to ₹ 15,000,000,000 consisting of 1,250,000,000 Equity
Shares of ₹ 10 each and 25,000,000 Preference Shares of ₹ 100
Clause V of the MoA was amended to reflect the reclassification of the authorised share capital of
our Company, from ₹ 15,000,000,000 consisting of 1,250,000,000 Equity Shares of ₹ 10 each and
25,000,000 Preference Shares of ₹ 100 each to ₹ 15,000,000,000 consisting of 1,250,000,000 Equity
Shares of ₹ 10 each and 25,000,000 Compulsorily Convertible Preference Shares of ₹ 100 each.
July 19, 2021 Clause V of the MoA was amended to reflect the increase in the authorised share capital from ₹
15,000,000,000 consisting of 1,250,000,000 equity shares of ₹ 10 each and 25,000,000
Compulsorily Convertible Preference Shares of ₹ 100 each to ₹ 35,000,000,000 consisting of
1,800,000,000 Equity Shares of ₹ 10 each and 170,000,000 Compulsorily Convertible Preference
Shares of ₹ 100 each.

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Major events and milestones
The table below sets forth the major events and milestones in the history of our Company:

Calendar
Events and milestones
Year
2006 Incorporation of our Company
2009 Commissioned our manufacturing unit in Vijayanagar, Karnataka
2012 Commissioned our manufacturing unit in Nandyal, Andhra Pradesh
Acquired a cement manufacturing unit with an installed capacity of approximately 0.60
2015
MTPA in Raigad, Maharashtra from JSW Steel Limited
Commissioned the 2.4 MTPA expansion of our manufacturing unit at Vijayanagar,
2017 Karnataka
Acquired majority shareholding in Shiva Cements Limited, based in Sundargarh, Odisha
2018 Commissioned our 2.4 MTPA manufacturing unit at Salboni, West Bengal
Commissioned 1.2 MTPA expansion of our manufacturing unit at Raigad, Maharashtra
Commissioned clinkerization unit with a capacity of 3000 TPD (equivalent to 0.99 MTPA)
2020
in Fujairah, UAE
Raised funds through primary investment by AP Asia Opportunistic Holdings Pte. Ltd.,
2021
Synergy Metals Investments Holding Limited and State Bank of India
Completed the erection of debottlenecking at our manufacturing facilities in Vijayanagar,
Karnataka
2022 Completed the capacity expansion at our manufacturing unit in Salboni, West Bengal
comprising of debottlenecking and the transfer of a ball mill from the Nandyal plant
Acquisition of 100.00% stake in Springway Mining Private Limited
Commissioned a 4,000 TPD (equivalent to 1.32 MTPA) capacity clinkerization unit at Shiva
Cement Limited, Sundargarh, Odisha
2023
Commissioned the 2MTPA expansion of our manufacturing unit in Raigad, Maharashtra

Key awards, accreditations or recognitions

Our Company has received the following key awards, accreditations and recognitions:

Year of
Awards and accreditations
Award
Awarded the manufacturing unit of our Company in Vijayanagar, Karnataka, “Industry Sector
Safety Excellence” award at the Greentech Safety Award, 2020 by Greentech Foundation
Awarded the manufacturing unit of our Company in Vijayanagar, Karnataka, the “Environment
Protection” award at the Greentech Safety Award, 2020
2020 Awarded the manufacturing unit of our Company in Vijayanagar, Karnataka, the “Golden
Peacock Eco-Innovation Award, 2020” at the Golden Peacock Awards, 2020 instituted by
Institute of Directors
Awarded the manufacturing unit of our Company in Jajpur, Odisha, the “Industry Sector Safety
Excellence” award at the Greentech Safety Award, 2020
Awarded the “Gold Award” for the cement sector at the Apex India Green Leaf Awards 2021 for
Environment Excellence, 2021
Awarded the “Excellence in Environment Management (Manufacturing Sector) for Outstanding
2021
Policy, Practices and Results” award at the CII-ITC Sustainability Awards, 2021
Awarded the manufacturing unit of our Company in Vijayanagar, Karnataka “Energy
Conservation Award” by the Greentech Foundation
Awarded the “Outstanding Accomplishment under Corporate Excellence” at the CII ITC
Sustainability Awards, 2022
The manufacturing unit of our Company in Vijayanagar, Karnataka was declared as the winner
in the “Environment Protection” category at the Greentech Environment Awards, 2022
2022
Awarded the manufacturing unit of our Company in Vijayanagar, Karnataka, the “Gold Award”
in the “Environment Preservation” category for the cement sector at the Exceed Environment
Award & Conference, 2022
Received the “Bronze Award” in the corporate sector at the CSR Times Award, 2022

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 Year of
Awards and accreditations
Award
Awarded the “CSR Project of the year” award at the Corporate Social Responsibility Awards,
2022
Awarded the “Product of the Year – Cement” at the World of Concrete, India Awards, 2023
Received the “Ace” award in the large enterprise category at the India Circular Economy Forum,
2023
Recognised as one of the “Iconic Brands of India, 2023” at the Iconic Brands of India Awards,
2023
Awarded the “2023 International Bronze Green Apple Environment Award” at the International
2023 Green Apple Environment Awards, 2023
Awarded the “Excellence in Corporate Social Responsibility” award at the CII-ITC Sustainability
Awards, 2023
Awarded the “Lowest ESG Risk Company of the Year” at the ESG Summit & Awards, 2023
Recognised as “Cap 2.0 Committed” for energy, mining and heavy manufacturing sector at the
Climate Action Programme, 2023
Received the “1st Runner up” award in the “Circular Business Models – Matured” category at the
Circular Economy Awards, 2023

Our holding company

Adarsh Advisory Services Private Limited, the Corporate Promoter, holds 86.62% of the paid-up Equity Share
capital** of our Company and is the holding company of our Company. For further details, see “Our Promoters
and Promoter Group” on page 348.
** Paid-up Equity Share Capital includes 32,506,692 Equity Shares issued to JSW Cement Employees ESOP
Trust under the ESOP Plans.

Our Subsidiaries

For details with respect to our Subsidiaries, see “Our Holding Company, Subsidiaries, Associate and Joint
Ventures” on page 309.

Our associates or joint ventures

For details with respect to our Associate and our Joint Ventures, see “Our Holding Company, Subsidiaries,
Associate and Joint Ventures” on page 309.

Time/cost overrun in setting up projects by our Company

Except as disclosed below, our Company and its Subsidiaries have not experienced any time or cost overruns in
setting up its projects:

We set up a 2.4 MMTPA grinding unit at Salboni, West Bengal which was commissioned in Fiscal 2018. The
initial cost of the project was anticipated to be ₹ 5,185.20 million. However, ₹ 6,469.10 million was incurred to
complete the project. For details, see “Risk Factors- Our financial condition and business prospects could be
materially and adversely affected if we do not complete our greenfield and brownfield expansion projects as
planned or if they experience delays or cost overruns.” on page 62.

Capacity/ facility creation, location of plants, launch of key products or services, entry into new geographies
or exit from existing markets.

For details of key products or services launched by our Company, capacity/ facility creation, location of our
Manufacturing Facilities, entry into new geographies or exit from existing markets to the extent applicable, see
“Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations”
on pages 250 and 495, respectively.

Defaults or rescheduling/ restructuring of borrowings with financial institutions/banks

As on the date of this Draft Red Herring Prospectus, there are no instances of defaults, restructuring or
rescheduling of borrowings availed by our Company from financial institutions or banks.

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Details of material acquisitions or divestments of business undertaking in the last 10 years

Other than as disclosed below, our Company has not made any material acquisition or divestments of any
business/undertaking in the 10 years preceding the date of this Draft Red Herring Prospectus.

Share purchase agreement dated January 10, 2017 amongst our Company, Shiva Cement Limited (“SCL”)
Unicon Merchants Private Limited (“UMPL”), RP Gupta, RP Gupta (HUF), Vikash Gupta, Sonu Gupta, Shilpi
Gupta, Preeti Gupta, Anubha Gupta and Akash Gupta (collectively with UMPL, the “Sellers”) (“SPA-1”) and
the share purchase agreement dated February 15, 2017 between our Company and ACC Limited (“ACC”)
(“SPA-2” and collectively with SPA-1, the “SCL SPAs”)

Pursuant to the SPA-1, the Sellers, who were the legal beneficial owners of 69,453,817 equity shares of SCL
representing 35.62% of the paid-up equity share capital of SCL as on the date of the SPA-1 (“Seller Shares”)
agreed to sell the Seller Shares to our Company through an off-market transaction for a consideration of ₹ 972.35
million. Further, pursuant to the terms of the SPA-1, our Company undertook an open offer to the public
shareholders of SCL (“Open Offer”) as required under the SEBI Takeover Regulations.

As required under the SEBI Takeover Regulations, our Company undertook the Open Offer to acquire up to
62,400,000 equity shares of SCL representing up to 32.00% of the paid-up equity share capital of SCL and filed
a public announcement on January 18, 2017, a detailed public statement on January 19, 2017 and a letter of offer
on April 21, 2017.

Pursuant to the SPA-2, ACC, who was the legal and beneficial owner of 23,650,000 equity shares of SCL
representing 12.13% of the paid-up equity share capital of SCL as on date of the SCL-2 (“ACC Shares”) agreed
to sell the ACC Shares to our Company through an off-market transaction for a consideration of ₹ 386.68 million.

Pursuant to the SCL SPAs and the Open Offer, our Company acquired direct holding of 98,140,520 equity shares
of SCL representing 50.33% of the paid-up equity share capital of SCL together with all the benefits and rights
attaching thereto, thereby making SCL a subsidiary of our Company.

There was no valuation conducted for the purposes of this acquisition. There was no relationship between the
Sellers and ACC with our Company. The effective dates/ dates of acquisition of Seller Shares and ACC Shares
were March 1, 2017 and March 9, 2017, respectively.

Share purchase agreement dated March 29, 2019 between our Company and Reynold Traders Private Limited
(“RTPL”) (“SPA-3”)

Pursuant to the SPA-3, RTPL, who was the legal and beneficial owner of 1,800,000 equity shares of SCL
representing 0.92%, on a fully diluted basis, of the paid-up equity share capital of SCL (“RTPL Shares”) agreed
to sell the RTPL Shares to our Company through an off-market transaction for a consideration of ₹ 35.64 million.
Pursuant to the SPA-3, our Company acquired direct holding of the RTPL Shares together with all the rights, title,
interest and advantage attaching thereto. There was no valuation conducted for the purposes of this acquisition.
RTPL was a person acting in concert as per provisions of the SEBI Takeover Regulations and was a member of
the promoter group and hence, was related to the Company at the time of acquisition. The effective date/date of
acquisition was March 30, 2019.

Share purchase agreement dated June 8, 2020 amongst our Company, Harsh Vanijya Private Limited
(“HVPL”), Anubha Investments Private Limited (“AIPL”) and Shivaria Trade-Com Private Limited (“STPL”)
(“SPA-4”)

Pursuant to the SPA-4, HVPL, AIPL and STPL (collectively, “Sellers”), who were collectively the legal and
beneficial owners of 9,500,000 equity shares of SCL representing 2.56%, 1.54% and 0.77%, respectively, of the
paid-up equity share capital of SCL (“SCL Shares”) agreed to sell the SCL Shares to our Company through an
off-market transaction for a total consideration of ₹ 133.00 million, out of which ₹ 70.00 million was payable to
HVPL, ₹ 42.00 million was payable to AIPL and ₹ 21.00 million was payable to STPL. Pursuant to the SPA-4,
our Company acquired direct holding of the SCL Shares together with all the rights, title, interest and advantage
attaching thereto. There was no valuation conducted for the purposes of this acquisition. There was no relationship
between the Sellers and our Company. The effective date/ date of acquisition of SCL Shares was June 15, 2020.

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Share purchase agreement dated October 10, 2022 amongst our Company, The India Cements Limited
(“Seller”), Springway Mining Private Limited (“SMPL”) and NKJA Mining Private Limited (“NKJA”) (“SPA-
5”)

Pursuant to the SPA-5, the Seller, who was the legal and beneficial owner of : (i) 5,100 fully paid-up equity shares
of SMPL, representing 51% of the issued equity share capital of SMPL; (ii) 20,000,000 fully paid-up preference
shares of SMPL representing 100% of the issued preference share capital of SMPL; and (iii) 10,000 fully paid-up
equity shares of NKJA representing 100% of the issued equity share capital of the NKJA (collectively, the “Sale
Shares”) agreed to sell the Sale Shares to our Company, along with its nominees, for a consideration of ₹ 4,768.73
million, out of which our Company was entitled to withhold ₹ 1,030.00 million (“Withheld Amount”) until the
Seller ensured delivery of 280 hectares of land (as demarcated in the SPA) (“Land”) to our Company. Pursuant
to the SPA-5, our Company, along with its nominees, acquired direct holding of the Sale Shares together with all
the benefits and rights attaching thereto. There was no valuation conducted for the purposes of this acquisition.

Pursuant to a letter agreement dated March 28, 2023 amongst our Company, the Seller, SMPL and NKJA
(collectively, the “Parties”), the Parties agreed that, on account of the pending handover of certain parcels of the
Land (“Balance Land”) by the Seller to our Company, our Company was entitled to hold back ₹ 26.80 million
of the Withheld Amount until transfer of the Balance Land by the Seller to our Company and our Company was
also entitled to deduct ₹ 3.20 million from the Withheld Amount. An amount of Rs. 18.27 million was eventually
paid and an amount of Rs. 11.27 million was deducted/held back by the Company. Our Company remitted the
remaining of the Withheld Amount, amounting to ₹ 1,000.00 million, to the Seller.

There was no relationship between the Seller with our Company. The effective date/closing date of the transaction
was December 1, 2023. Pursuant to a scheme of amalgamation dated October 10, 2022, SMPL and NKJA have
been amalgamated into our Company with effect from October 10, 2022. For further details, see “- Mergers or
amalgamations in the last 10 years” on page 303.

Mergers or amalgamations in the last 10 years

Except as disclosed below, our Company has not undertaken any merger or amalgamation in the 10 years
preceding the date of this Draft Red Herring Prospectus.

Scheme of amalgamation of Springway Mining Private Limited (“SMPL”) and NKJA Mining Private Limited
(NMPL”) (together with SMPL, the “Transferor Companies”) with our Company and their respective
shareholders dated October 10, 2022 (“Scheme”)

In terms of the Scheme (under Sections 230 to 232 of the Companies Act, 2013), the entire business and
undertaking of the Transferor Companies was amalgamated into our Company. The rationale of the Scheme was
inter alia as follows:

(i) commonalities and synergistic linkages; would result in efficiency of management and maximisation of
value for all stakeholders;

(ii) to pool financial, managerial and technical resources, personnel, capabilities, skills, expertise and
technologies, leading to optimum use of infrastructure, cost reduction and efficiency, productivity gains,
logistic advantages, reduction of administrative and operational costs, thereby significantly contributing to
the future growth;

(iii) to provide for greater ability to access and raise funds for carrying on its business and completing projects
and carrying on the operations on more favourable terms;

(iv) to ensure a streamlined group structure by reducing the number of legal entities in the group and reducing
the multiplicity of legal and regulatory compliances required; and

(v) administrative and operational convenience

The Scheme, inter alia, provided for (i) amalgamation, transfer and vesting of the entire business and undertaking
of the Transferor Companies to our Company on a going concern basis; (ii) cancellation of the entire share capital
of the Transferor Companies upon the coming into effect of the Scheme; and (iii) that the amalgamation of the

303
Transferor Companies with our Company pursuant to the Scheme shall take place with effect from the appointed
date i.e. October 10, 2022.

The Transferor Companies were wholly owned subsidiaries of our Company. There was no valuation conducted
for the purposes of this acquisition. The Scheme became effective from October 10, 2022.

The National Company Law Tribunal, Kolkata, pursuant to its order dated March 12, 2024 and the National
Company Law Tribunal, Mumbai, pursuant to its order dated May 6, 2024, approved the Scheme and it became
effective from October 10, 2022, the appointed date of the Scheme. As the Transferor Companies were wholly
owned subsidiaries of our Company, no shares of our Company were allotted pursuant to the Scheme.

Revaluation of assets in the last 10 years

Our Company has not revalued its assets in the 10 years preceding the date of this Draft Red Herring Prospectus.

Shareholders’ agreements

Other than as disclosed below, our Company does not have any subsisting shareholders’ agreements.

Shareholder’s agreement dated November 30, 2021 (“SHA”) entered into between our Company, Adarsh
Advisory Services Private Limited (“Adarsh”), AP Asia Opportunistic Holdings Pte. Ltd. (“Apollo”), Synergy
Metals Investments Holding Limited (“Synergy”) and State Bank of India (“SBI” and together with Apollo
and Synergy, referred to as “Investors” and collectively with Adarsh and our Company, the “SHA Parties”) as
amended pursuant to amendment and waiver agreement dated August 12, 2024 (“Amendment Agreement”)
entered into between the SHA Parties.

The SHA sets out the inter-se rights and obligations of the SHA Parties relating to share transfer restrictions and
management of our Company. Pursuant to the SHA, Apollo and Synergy are entitled to certain rights including
(i) right to nominate directors on our Board; (ii) right to include their nominee directors on the IPO Committee of
our Board, (iii) certain share transfer restriction rights such as tag-along rights, (iv) rights to receive certain
information about our Company; (v) pre-emptive rights in relation to anti-dilution to participate in any new issue
of securities by our Company. Additionally, pursuant to the SHA, SBI is entitled to certain rights such as (i) right
to nominate an observer on the IPO Committee of our Board, (iii) certain share transfer restriction rights such as
tag-along rights, (iv) rights to receive certain information about our Company; (iv) pre-emptive rights in relation
to anti-dilution to participate in any new issue of securities by our Company. The SHA also provides for an
arrangement to share the consideration on sale of Equity Shares by the Investors subject to the terms of conversion
of the CCPS held by the Investors pursuant to their respective share subscription agreements. Additionally, the
SHA also requires Adarsh, post completion of the Offer, to provide an exit to the Investors of any balance Equity
Shares held by them. For further details see “- Shareholders’ agreements” on page 304.

In view of the Offer, the Parties have entered into the Amendment Agreement pursuant to which (a) certain
provisions of the SHA have been amended to facilitate the Offer, and (b) parties have also provided certain waivers
and consents in relation to the Offer, including, inter alia, i) waiver from restrictions on further issues of capital
by our Company; ii) waiver of the Investors’ pre-emptive share subscription rights; iii) waiver of right of first
offer of the Adarsh and other general restrictions on transfers by the Investors to the extent required for the Offer
for Sale; iv) waiver of certain Investor exit rights; v) waiver of information and inspection rights from the date of
filing of the RHP; and (c) provided consent for certain matters including amendment to the AoA of our Company,
changes to the capital structure of our Company etc.

The Amendment Agreement and the SHA shall terminate upon the commencement of listing and trading of the
Equity Shares after the receipt of final listing and trading approvals from Stock Exchanges for the Offer
(“Consummation of the Offer”). The Amendment Agreement will automatically terminate on: i) the
Consummation of the Offer; ii) mutual written agreement of all parties; iii) in the event the Consummation of the
Offer is not completed within a period of eighteen months from the date of filing of the draft red herring prospectus
with SEBI or such other extended date as mutually agreed to amongst the Parties in writing, the date on which the
Board withdraws this Draft Red Herring Prospectus and decides not to undertake the Offer, whichever is earlier.

Pursuant to the Amendment Agreement, upon Consummation of the Offer, all provisions of Part B of the Articles
of Association of our Company containing the rights available to the SHA Parties shall automatically terminate
and cease to have any force and effect and the provisions of Part A of the Articles of Association shall

304
automatically come in effect and be in force, without any further corporate action, by our Company or by our
Shareholders. Accordingly, none of the SHA Parties will have any special rights in under the SHA relation to our
Company post listing of Equity Shares on the Stock Exchanges. For further information, see “Description of
Equity Shares and Terms of The Articles of Association” on page 623.

Share subscription agreement entered into amongst our Company, Adarsh Advisory Services Private Limited
and Synergy Metals Investments Holding Limited (“Synergy”) dated June 22, 2021 (the “Synergy SSA”) as
amended pursuant to amendment letters dated July 27, 2021 and November 30, 2021 (“Synergy SSA”).

Pursuant to the Synergy SSA, Synergy proposed to subscribe to 50,000,000 CCPS of face value of ₹ 100 each for
an aggregate consideration of ₹ 5,000 million (“Initial Subscription”). Pursuant to the Synergy SSA, our
Company had the right but not the obligation to require Synergy to further subscribe to 25,000,000 CCPS of face
value of ₹ 100 each (“Additional Subscription”) which was subscribed to by Synergy.

In terms of the Synergy SSA, the CCPS subscribed to by Synergy were required to be converted on the earlier of:
(i) such date as mutually agreed to by the parties to the Synergy SSA; (ii), within 30 days of issue of notice by
Synergy; (iii) a date immediately prior to the date of filing of the Red Herring Prospectus with the RoC. In light
of Synergy subscribing to the Additional Subscription, the CCPS shall convert into Equity Shares at a fixed
conversion price, such that post the conversion of all CCPS held by Synergy, it will hold a maximum of 9.10% of
the issued, paid-up and subscribed equity share capital of our Company. The conversion price shall stand adjusted
(i) for the sharing of consideration on sale of Equity Shares by Synergy in accordance with the terms of the SHA;
(ii) based on exercise of certain exit rights specified under the SHA; and (iii) if our Company achieves certain
sales thresholds of its products in Fiscal 2022.

Share subscription agreement entered into amongst our Company, Adarsh Advisory Services Private Limited
and AP Asia Opportunistic Holdings Pte. Ltd. (“Apollo”) dated July 27, 2021 as amended pursuant to
amendment letter dated November 30, 2021 (the “Apollo SSA”)

Pursuant to the Apollo SSA, Apollo proposed to subscribe to 50,000,000 CCPS of face value of ₹ 100 each for an
aggregate consideration of ₹ 5,000 million (“Initial Subscription”). Pursuant to the Apollo SSA, our Company
had the right but not the obligation to require Apollo to further subscribe to 25,000,000 CCPS of face value of ₹
100 each (“Additional Subscription”) which was subscribed to by Apollo.

In terms of the Apollo SSA, the CCPS subscribed to by Apollo were required to be converted on the earlier of: (i)
such date as mutually agreed to by the parties to the Apollo SSA; (ii), within 30 days of issue of notice by Apollo;
(iii) a date immediately prior to the date of filing of the Red Herring Prospectus with the RoC. In light of Apollo
subscribing to the Additional Subscription, the CCPS shall convert into Equity Shares at a fixed conversion price,
such that post the conversion of all CCPS held by Apollo, it will hold a maximum of 9.10% of the issued, paid-
up and subscribed equity share capital of our Company. The conversion price shall stand adjusted (i) for the
sharing of consideration on sale of Equity Shares by Apollo in accordance with the terms of the SHA; (ii) based
on exercise of certain exit rights specified under the SHA; and (iii) if our Company achieves certain sales
milestone in Fiscal 2022.

Share subscription agreement entered into amongst our Company, Adarsh Advisory Services Private Limited
and State Bank of India (“SBI”) dated November 30, 2021 (the “ SBI SSA”)

Pursuant to the SBI SSA, State Bank of India proposed to subscribe to 7,500,000 CCPS of face value of ₹ 100
each for an aggregate consideration of ₹ 7,500 million (“Initial Subscription”). Pursuant to the SBI SSA, our
Company had the right but not the obligation to require State Bank of India further subscribe to 2,500,000 CCPS
of face value of ₹ 100 each (“Additional Subscription”).

In terms of the SBI SSA, the CCPS subscribed to by SBI were required to be converted on the earlier of: (i) such
date as mutually agreed to by the parties to the SBI SSA; (ii), within 30 days of issue of notice by SBI; (iii) a date
immediately prior to the date of filing of the Red Herring Prospectus with the RoC. In light of SBI subscribing to
the Additional Subscription, the CCPS shall convert into Equity Shares at a fixed conversion price, such that post
the conversion of all CCPS held by SBI, it will hold a maximum of 1.21% of the issued, paid-up and subscribed
equity share capital of our Company. The conversion price shall stand adjusted (i) for the sharing of consideration
on sale of Equity Shares by SBI in accordance with the terms of the SHA; (ii) based on exercise of certain exit
rights specified under the SHA; and (iii) if our Company achieves certain sales milestone in Fiscal 2022.

305
Inter-se agreements between Shareholders

Except as disclosed in “-Shareholders’ agreements”, as on the date of this Draft Red Herring Prospectus, our
Company, Promoters and Shareholders do not have any inter-se agreements/ arrangements and clauses / covenants
which are material in nature and that there are no other clauses / covenants which are adverse / pre-judicial to the
interest of the minority / public shareholders. Also, there are no other agreements, deed of assignments, acquisition
agreements, shareholders’ agreement, inter-se agreements, agreements of like nature.

Other material agreements

Neither our Promoters nor any of the Promoter Group members, Shareholders, Key Managerial Personnel, Senior
Management Personnel, Directors or employees of our Company have entered into an agreement, either by
themselves or on behalf of any other person, with any shareholder or any other third party with regard to
compensation or profit sharing in connection with dealings in the securities of our Company.

Except as disclosed below, there are no other agreements/arrangements entered into by our Company or
clauses/covenants applicable to our Company which are material, not in the ordinary course of business and which
are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision of
prospective investors in the Offer.

Shareholders cum joint venture agreement dated February 6, 2023 amongst our Company, JSW FZC
(“JSWCF”) and the Aquarius Global Fund PCC (“Investor”)(“JV Agreement”)

Pursuant to the terms of the JV Agreement, the Investor invested in JSWCF as per the terms of the SSA, thereby
converting JSWCF from a wholly owned subsidiary of our Company to a joint venture. Our Company and the
Investor have the right to nominate 50% of the directors in the board of JSWCF each. Under the JV Agreement,
our Company and the Investor have certain rights such as (i) transfer restrictions including tag along rights; (ii)
call option rights; and (iii) consent right in case of certain reserved matters such as amendment of any charter
document of JSWCF and any variation to the issued and paid-up share capital of JSWCF. The JV Agreement also
has certain other provisions in relation to the management of JSWCF such as the procedure for holding board and
shareholders meetings, the quorum for such meetings and the procedure for appointment of key personnel. The
JV Agreement may be terminated mutually by our Company and the Investor or automatically if (i) if either of
our Company or the Investor ceases to hold any shares of JSWCF; or (ii) in the event either our Company or the
Investor acquires 100% of the total share capital of JSWCF; or (iii) upon the winding up of JSWCF by resolution
of our Company and the Investor or by a final order of the competent court.

Memorandum of understanding entered into by our Company with JSW Steel Limited dated October 21, 2022
(“MoU”) and GGBS manufacturing agreement entered into by our Company with JSW Steel Limited dated
October 4, 2023

Pursuant to a non-binding memorandum of understanding dated October 21, 2022, our Company and JSW Steel
Limited agreed to transfer a grinding unit set up by JSW Steel Limited at Salem, Tamil Nadu (“Salem Unit”) for
a consideration of ₹ 1,290 million and assist our Company with the process for transfer of the environmental
clearances pertaining to the Salem Unit from JSW Steel Limited to our Company. Our Company has paid an
advance consideration of ₹ 1,170.00 million and had undertaken to transfer the balance consideration of ₹ 120.00
million. The said transfer is subject to receipt of permission of the Ministry of Environment, Forest and Climate
Change. In terms of the MoU, JSW Steel Limited has also agreed to enter into agreements with our Company for
long term supply of blast furnace slag, arrangements for supply of gas, water and other utilities and long term
lease agreement for the land on which the Salem plant is situated subject to receipt of requisite approvals from
relevant authorities including the aforementioned approval of the Ministry of Environment, Forest and Climate
Change.

Our Company also entered into an GGBS manufacturing agreement dated October 4, 2023 (“Salem Agreement”)
with JSW Steel Limited, in relation to the Salem Unit. Pursuant to the Salem Agreement, JSW Steel Limited is
required to undertake the conversion of slag to ground granulated blast furnace slag (“GGBS”) at the Salem Unit
in accordance with work orders issued by our Company. The Salem Agreement also requires our Company to
provide the employees to supervise and control the operations and maintenance of the Salem Plant. The Salem
Agreement also specifies that the consideration for the work undertaken includes a fixed and variable rate
component and is contingent on the actual costs incurred for the conversion of slag into GGBS. The Salem
Agreement shall continue to remain in force till the completion of the transfer of title of the Salem Plant from

306
JSW Steel Limited to our Company, unless terminated earlier by either our Company or JSW Steel Limited by
providing a prior written notice.

JSW brand equity and business promotion agreement dated October 8, 2014 between JSW Investments Private
Limited (“JSWIPL”) and our Company (“Agreement”), deed of adherence entered into by our Subsidiary JSW
Green Cement Private Limited (“JSW Green”) dated May 14, 2024 (“DoA”) and JSW brand license agreement
dated August 13, 2024 between JSW IP Holdings Private Limited (“JSW IP”) and JSW Cement FZC (“FZC
Agreement” and collectively with the Agreement and the DoA, the “Brand Agreement”) and deed of assignment
of trademark entered into between our Company and JSW IP Holdings Private Limited dated June 29, 2023
(“Assignment Deed”)

Our Company, JSW Green and JSW Cement FZC entered into the Brand Agreement, which specifies that the
JSW IP is the sole and exclusive owner of the JSW brand and several trademarks and marketing indicia in relation
to the JSW brand (“Marks”). Pursuant to the Brand Agreement, JSW IP agreed to grant to our Company, JSW
Green and JSW Cement FZC the right to use a non-exclusive, non-transferable and revocable right to use the JSW
brand and Marks only in connection with the business of our Company, JSW Green and JSW Cement FZC and
for the marketing and sale of its products and services and as a part of the respective corporate names of our
Company, JSW Green and JSW Cement FZC during the term of the Brand Agreement, in accordance with the
JSW standards of business excellence. Pursuant to the terms of the Agreement and the DoA, our Company and
JSW Green are liable to pay a non-refundable royalty fee of 0.25% of their respective quarterly net turnover
(“Royalty”). Such Royalty shall not be payable if our Company or JSW Green incur losses for three consecutive
financial years. In the terms of the FZC Agreement, JSW Cement FZC is liable to pay a non-refundable royalty
fee of 0.25% of the quarterly audited/management certified net sales of JSW Cement FZC, however if JSW
Cement FZC is not net profit positive for a given financial year, a nominal license fee of the AED equivalent of ₹
0.03 million shall be paid to JSW IP. Pursuant to a scheme of arrangement (effective from May 18, 2015), the
ownership of the Marks and consequently all rights enjoyed by JSWIPL under the Agreement and the DoA stand
transferred to and vested in JSW IP Holdings Private Limited (“JSW IP”) with effect from April 1, 2015.

Additionally, our Company entered into the Assignment Deed to assign the entire right, title, claim and interest
in certain trademarks in relation to the Marks including the current logo of our Company to JSW IP for a sum of
₹ 0.05 million.

Significant financial and/or strategic partnerships

Other than as disclosed in “-Other material agreements” above on page 306, our Company does not have any
significant financial and/or strategic partnerships as on the date of filing this Draft Red Herring Prospectus:

Other Confirmations

While there is no conflict of interest between the suppliers of raw materials and third-party service providers
(which are crucial for operations of the Company) and our Company, Promoters, members of the Promoter Group,
Subsidiaries, Group Companies and their directors, we are significantly dependent on JSW Steel Limited for
supply of blast furnace slag. For details, see “Risk Factors- We are significantly dependent on JSW Steel Limited
and its subsidiaries, our related parties, for the supply of blast furnace slag (90.93% of total blast furnace slag
consumed in Fiscal 2024), which is a key additive raw material used for manufacturing green cementitious
products such as ground granulated blast furnace slag and blended cement. The loss of one or more such suppliers
could adversely affect our business, results of operations, financial condition, and cash flows.” on page 41.

While there is no conflict of interest between the lessors of the immovable properties (which are crucial for
operations of the Company) and our Company, Promoters, members of the Promoter Group, Subsidiaries, Group
Companies and their directors, we rely on our related parties for the land parcels owned by them and leased to our
Company for our plants – such as, our Vijayanagar, Dolvi and Salboni plants are located on land parcels leased
from JSW Steel Limited. For further information, see, “Risk Factors- We may not have marketable title over some
of the land we occupy. We also occupy certain land on a leasehold basis, including the land on which some of our
plants and warehouses are located. In addition, we use our registered and corporate office on a co-sharing basis
with other members of the JSW Group. A failure to obtain marketable title over our land, or to renew existing
arrangements may have a material adverse effect on our business, financial condition and results of operations.”
on page 52.

There are no other material covenant in any of the agreements (specifically related to primary and secondary

307
transactions of securities and financial arrangements), other than the ones already disclosed in this Draft Red
Herring Prospectus including as disclosed above in “- Shareholders’ agreements” on page 304.

The top 10 customers of our Company do not contribute more than 50% of our revenue and accordingly, their
names have not been disclosed in this Draft Red Herring Prospectus.

308
 OUR HOLDING COMPANY, OUR SUBSIDIARIES, OUR ASSOCIATE AND OUR JOINT
VENTURES

As on date of this Draft Red Herring Prospectus, our Company has one Holding Company, four Subsidiaries, one
Associate and two Joint Ventures.

Holding Company of our Company

Adarsh Advisory Services Private Limited is our Promoter and Holding Company. For details in relation to its
nature of business, capital structure and shareholding pattern see, “Our Promoter and Promoter Group – Details
of our Promoter” on page 348.

Subsidiaries of our Company

As on the date of this Draft Red Herring Prospectus, our Company has four Subsidiaries. The details of our
Subsidiaries are below.

1. Shiva Cement Limited (“SCL”)

Corporate information

SCL was incorporated as a public limited company under the Companies Act, 1956, pursuant to a certificate
of incorporation dated August 12, 1985 and certificate of commencement of business dated August 13, 1985
issued by the Registrar of Companies, Odisha at Cuttack. SCL’s CIN is L26942OR1985PLC001557, and its
registered office is situated at Village Telighana, Birangatoli, Kutra, Sundargarh – 770 018, Odisha, India.

Nature of business

SCL is engaged in the business of manufacturing, importing, exporting, purchasing, selling and generally
dealing in and acting as brokers, agents, stockists, distributors and suppliers of all kinds of cement (whether
portland, B.F. Slag, puzzolana, silica, alumina, white, coloured, refractory cement, special application cement
or otherwise) clinker, cement products of any description such as pipes, poles, slabs, asbestos sheets, blocks,
tiles and articles, things compounds and preparations connected with the aforesaid provisions, scraps or by-
products thereof; manufacturing, dealing in, importing, exporting, purchasing, selling and acting as stockist
and commission agents of building materials, lime, limestone, ceramic products, refractory, refractory
products, sand, bricks clay of any description; mining, grinding, raising, processing, win, extracting,
producing all kind of minerals and purchasing, taking on lease or otherwise acquiring any mining rights,
mines, lands in India or elsewhere believed to contain metallic or mineral saline or chemical substances, rare
earths.

Capital structure

The capital structure of SCL as on the date of this Draft Red Herring Prospectus is as follows:

Particulars Aggregate nominal value (₹)

Authorised share capital
400,000,000 equity shares of face value ₹ 2 each 800,000,000
20,000,000 preference shares of face value ₹ 100 each 2,000,000,000
Issued, subscribed and paid-up share capital
295,000,000 equity shares of ₹ 2 each 590,000,000
10,000,000 preference shares of ₹ 100 each 1,000,000,000

Shareholding pattern

The equity shareholding pattern of SCL as on the June 30, 2024 is as follows:

309
 Shareholding, Number of
Number of
Shareholding Number of voting rights held in each as a % shares pledged
Number of locked in
as a % of class of securities assuming full or otherwise
Number shares shares
Number of Total total number (IX) conversion of encumbered Number of
Number of of underlying (XII)
Number shares number of of shares convertible (XIII) equity shares
Category of fully paid- partly outstanding
Category of share underlying shares held (calculated Number of Voting Rights securities (as held in
shareholder up equity paid-up convertible As a As a
(I) holders depository (VII) = as per Total a percentage dematerialized
(II) shares held equity securities % of % of
(III) receipts (IV)+(V)+ SCRR, 1957) as a % of diluted form
(IV) shares Class e.g.: Class (including Number total Number total
(VI) (VI) (VIII) As a of share capital) (XIV)
held (V) equity e.g.: Total warrants) (a) Shares (a) shares
% of (A+B+ (XI)= (VII)
shares Others (X) held held
(A+B+C2) C) +(X) As a %
(b) (b)
of (A+B+C2)
(A) Promoters 2 196,006,985 - - 196,006,985 66.44 196,006,985 - 196,006,985 66.44 - 66.44 - - - - 196,006,985
and
Promoter
Group
(B) Public 55,594 98,993,015 - - 98,993,015 33.56 98,993,015 - 98,993,015 33.56 - 33.56 - - - - 98,146,001
(C) Non- - - - - - - - - - - - - - - - - -
Promoter-
Non-Public
(C1) Shares - - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - - -
by
employee
trusts
Total (A) + 55,596 295,000,000 - - 295,000,000 100.00 295,000,000 - 295,000,000 100.00 - 100.00 - - - - 294,152,986
(B) + (C)

310
The equity shareholding pattern of the promoter and promoter group of SCL as on June 30, 2024 is as follows:

Shareholding as Number of voting rights held in Number of

a % of total no. each class of securities equity shares
No. of fully paid
Category of No. of Total no. of of shares held in
Entity type up equity shares
shareholder shareholders shares held (calculated as dematerialised
held Class eg: X Total
per SCRR) as a form
% of (A+B+C2)
A1) Indian -
Individuals/Hindu 1 794,230 794,230 0.27 794,230 0.27 794,230
undivided Family
Parth Jindal Promoter - - - - - - -
Anushree Jindal Promoter Group 1 794,230 794,230 0.27 794,230 0.27 794,230
Any other (specify) - 1 195,212,755 195,212,755 66.17 195,212,755 66.17 195,212,755
JSW Cement Limited Promoter 1 195,212,755 195,212,755 66.17 195,212,755 66.17 195,212,755
Reynold Traders Promoter Group - - - - - - -
Private Limited
Sub Total A1 2 196,006,985 196,006,985 66.44 196,006,985 66.44 196,006,985
A2) Foreign - - - - - - -
A= A1 + A2 2 196,006,985 196,006,985 66.44 196,006,985 66.44 196,006,985

311
 Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023, and 2022 of SCL, as derived from the audited
financial statements of its respective years, are as follows:
(in ₹ million, except EPS)
As of and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding revaluation (1,857.68) (1,173.26) (817.21)
reserves)
Sales/ Revenue from operations 3,468.12 0.06 34.66
Profit/(Loss) after tax (683.25) (804.70) (255.19)
Basic earnings per equity share (3.51) (4.13) (1.31)
Diluted earnings per equity share (3.51) (4.13) (1.31)
Net worth (1,467.68) (783.26) (427.21)

Further, the equity shares our subsidiary, Shiva Cement Limited (“SCL”) are currently listed on BSE (Scrip
code: 532323). The board of directors of SCL have, in their meeting held on August 13, 2024, approved the
limited review unaudited financial results of SCL for the quarter ended June 30, 2024 and pursuant to the
requirement of the SEBI Listing Regulations disclosed said quarterly results to BSE vide an intimation dated
August 13, 2024.

2. JSW Green Cement Private Limited (“JSW Green”)

Corporate information

JSW Green was incorporated as a private limited company under the Companies Act, 2013, pursuant to a
certificate of incorporation dated November 18, 2019, issued by the Registrar of Companies, Telangana at
Hyderabad and received its certificate for commencement of business on November 18, 2019. JSW Green’s
CIN is U26990TG2019PTC136901, and its registered office is situated at JSW Cement Limited, Babukhan
Millenium Centre, 6-3-1099/1100, No. 702, A Block, Hyderabad – 500 082, Somajiguda, Telangana, India.

Nature of business

JSW Green is engaged in the business of producing, manufacturing, treating, processing, preparing, refining,
taking on lease required contract, constructing, establishing, working, operating, maintaining, producing all
types and kinds of cement including Slag Cement and ordinary, grey cement, repifix cement, white, coloured,
Portland, Pozzolana, Alumina, Blast furnace, Silica and all other varieties of cement, lime and limestone,
clinker and / or by-products thereof, Granulated blast furnace slag, Ground granulated blast furnace slag, as
also cement products of any or all descriptions.

Capital structure

The capital structure of JSW Green as on the date of this Draft Red Herring Prospectus is as follows:

No. of equity shares of face

Particulars
value of ₹ 10 each
Authorised equity share capital of ₹ 100,000 10,000
Issued, subscribed and paid-up equity share capital of ₹ 100,000 10,000

Shareholding pattern

The shareholding pattern of JSW Green as on the date of this Draft Red Herring Prospectus is as follows:

Percentage of total
S. No. of equity shares of
Name of the shareholder equity share capital
No. face value of ₹ 10 each
(%)
1. JSW Cement Limited 9,900 99.00
2. Nilesh Narwekar (as a nominee of JSW Cement Limited) 100 1.00
Total 10,000 100.00

Brief financial highlights

312
 The brief financial highlights for the Fiscals 2024, 2023, and 2022 of JSW Green, as derived from the audited
financial statements of its respective years are as follows:
(in ₹ million, except EPS)
As of and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding revaluation (80.31) (51.17) (0.40)
reserves)
Sales/ Revenue from operations 1,864.87 1,183.22 344.71
Profit/(Loss) after tax (29.15) (50.76) (0.34)
Basic earnings per equity share (2,914.50) (5,076.31) (33.81)
Diluted earnings per equity share (2,914.50) (5,076.31) (33.81)
Net worth (80.21) (51.07) (0.30)

3. Utkarsh Transport Private Limited (“UTPL”)

Corporate information

UTPL was incorporated as a private limited company under the Companies Act, 2013 pursuant to a
certificate of incorporation dated April 25, 2018 issued by the Registrar of Companies, Telangana at
Hyderabad and received its certificate for commencement of business on April 25, 2018. UTPL’s CIN is
U60221TG2018PTC124102 and its registered office is situated at JSW Cement Limited, Babukhan
Millenium Centre, 6-3-1099/1100, No. 702, A Block, Somajiguda, Hyderabad – 500 082, Telangana, India.

Nature of business

UTPL is engaged in the business of establishing, owning, purchasing, hiring, operating, organizing,
managing, running, handling and doing business as fleet carriers, transporters on land, air, water for
transporting goods, articles, or things on all routes and lines on national and international level.

Capital structure

The capital structure of UTPL as on the date of this Draft Red Herring Prospectus is as follows:

No. of equity shares of face value of ₹ 10

Particulars
each
Authorised equity share capital of ₹ 100,000,000 10,000,000
Issued, subscribed and paid-up equity share capital of ₹ 10,100,000 1,010,000

Shareholding pattern

The shareholding pattern of UTPL as on the date of this Draft Red Herring Prospectus is as follows:

Percentage of total
S. No. of equity shares of
Name of the shareholder equity share capital
No. face value of ₹ 10 each
(%)
1. JSW Cement Limited 1,009,900 99.99
2. Narinder Singh Kahlon (as a nominee of JSW Cement 100 0.01
Limited)
Total 1,010,000 100.00

Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023, and 2022 of UTPL, as derived from the audited
financial statements of its respective years are as follows:

(in ₹ million, except EPS)

As of and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding revaluation (320.22) (143.97) (103.04)
reserves)
Sales/ Revenue from operations 113.86 211.10 98.28
Profit/(Loss) after tax (176.25) (40.93) (45.29)

313
 Basic earnings per equity share (174.50) (40.53) (44.84)
Diluted earnings per equity share (174.50) (40.53) (44.84)
Net worth (310.12) (133.87) (92.94)

4. Cemterra Enterprise Private Limited (“CEPL”)

Corporate information

CEPL was incorporated as a private Limited company under the Companies Act, 2013, pursuant to a
certificate of incorporation dated July 5, 2024 issued by the Registrar of Companies, Maharashtra at Mumbai
and is yet to receive its certificate of commencement of business, as on the date of this Draft Red Herring
Prospectus. CEPL’s CIN is U23941MH2024PTC428375, and its registered office is situated at CTS No
608/1A of V Plot 2, S. no., 341, near Provident Fund Office, Bandra (East), Mumbai – 400 051, Maharashtra,
India.

Nature of Business

CEPL is engaged in the business of manufacturing, producing, processing, refining, importing, exporting,
buying, selling, and dealing in cement of all kinds and varieties, including but not limited to ordinary portland
cement, portland pozzolana cement, white cement, oil well cement, and any other types of cement used in the
construction industry and to establish, set up, acquire, and operate cement manufacturing plants and units,
grinding units, blending units, and any other facilities necessary for the production and processing of cement
and its related products.

Capital structure

The capital structure of CEPL as on the date of this Draft Red Herring Prospectus is as follows:

No. of equity shares of face

Particulars
value of ₹ 10 each
Authorised equity share capital of ₹ 10,000 100,000
Issued, subscribed and paid-up equity share capital of ₹ 10,000 100,000

Shareholding pattern

The shareholding pattern of CEPL as on the date of this Draft Red Herring Prospectus is as follows:

Percentage of total
S. No. of equity shares of
Name of the shareholder equity share capital
No. face value ₹ 10 each
(%)
1. JSW Cement Limited 9,900 99.00
2. Narinder Singh Kahlon (as a nominee of JSW Cement 100 1.00
Limited)
Total 10,000 100.00

Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023, and 2022 of CEPL, as derived from the audited
financial statements of its respective years are as follows:
(in ₹ million, except EPS)
As of and for the Fiscal ended
Particulars
March 31, 2024* March 31, 2023* March 31, 2022*
Reserves (excluding revaluation N.A. N.A. N.A.
reserves )
Sales/ Revenue from operations N.A. N.A. N.A.
Profit/Loss after tax N.A. N.A. N.A.
Basic earnings per equity share N.A. N.A. N.A.
Diluted earnings per equity share N.A. N.A. N.A.
Net worth N.A. N.A. N.A.
* This subsidiary was incorporated on July 5, 2024

314
Associate of our Company

As on the date of this Draft Red Herring Prospectus, our Company has one Associate, the details of which are
provided below:

1. JSW Renewable Energy (Cement) Limited (“JSW Renewable Energy”)

Corporate information

JSW Renewable Energy was incorporated as a public limited company under the Companies Act, 2013
pursuant to a certificate of incorporation dated June 25, 2022 issued by the Registrar of Companies, Central
Registration Centre JSW Renewable Energy’s CIN is U40100MH2022PLC385326 and its registered office
is situated at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

Nature of business

JSW Renewable Energy is engaged in the business of building, developing, owning, generating, supplying,
accumulating, transmitting, distributing, purchase, sale of electrical power or any other energy.

Capital structure

The capital structure of JSW Renewable Energy as on the date of this Draft Red Herring Prospectus is as
follows:

No. of equity shares of face

Particulars
value of ₹ 10 each
Authorised equity share capital of ₹ 310,000,000 31,000,000
Issued, subscribed and paid-up equity share capital of ₹ 246,135,140 24,613,514

Shareholding pattern

The shareholding pattern of JSW Renewable Energy as on the date of this Draft Red Herring Prospectus is
as follows:

S. No. of equity shares of face Percentage of total equity

Name of the shareholder
No. value of ₹ 10 each share capital (%)
1. JSW Neo Energy Limited 18,209,994 74
JSW Cement Limited 6,403,514 26
2. JSW Hydro Energy Limited (as a nominee of 1 Negligible
JSW Neo Energy Limited)
3. JSW Energy (Barmer) Limited (as a nominee 1 Negligible
of JSW Neo Energy Limited)
4. JSW Energy (Kutehr) Limited (as a nominee 1 Negligible
of JSW Neo Energy Limited)
5. JSW Power Trading Company Limited (as a 1 Negligible
nominee of JSW Neo Energy Limited)
6. JSW Renew Energy Limited (as a nominee of 1 Negligible
JSW Neo Energy Limited)
7. JSW Renew Energy Two Limited (as a 1 Negligible
nominee of JSW Neo Energy Limited)
Total 24,613,514 100.00

Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023, and 2022 of JSW Renewable Energy, as derived
from the audited financial statements of its respective years are as follows:

(in ₹ million, except EPS)

315
 As of and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding revaluation reserves
17.69 486.89 -
including perpetual securities)
Sales/ Revenue from operations 111.44 - -
Profit/(Loss) after tax 14.83 2.86 -
Basic earnings per equity share 1.11 285.80 -
Diluted earnings per equity share 1.11 285.80 -
Net worth 263.82 486.99 -

Joint Ventures of our Company

As on the date of this Draft Red Herring Prospectus, our Company has two Joint Ventures (one of which is a
Material Joint Venture), the details of which are provided below.

Material Joint Venture

1. JSW Cement FZC

Corporate information

JSW Cement FZC is a Material Joint Venture, which was originally incorporated as a free zone entity under
the name of “JSW Cement FZE” pursuant to a certificate of incorporation dated November 24, 2016 and
commercial license number 3890 issued by the Fujairah Free Zone Authority, Government of Fujairah.
Subsequently, it was renamed to “JSW Cement FZC and a fresh certificate of incorporation was issued by the
Fujairah Free Zone Authority, Government of Fujairah. Its registered office is situated at PO Box 50492,
Fujairah, UAE.

Nature of business

JSW Cement FZC is engaged in the business of mining, manufacturing and trading (import & export) of
limestone, clinker and related products.

Capital structure

The capital structure of JSW Cement FZC as on the date of this Draft Red Herring Prospectus is as follows:

No. of equity shares of face

Particulars
value of AED 150 each
Authorised equity share capital of AED 1,199,714,350 1,331,430
Issued, subscribed and paid-up equity share capital of AED 1,199,714,350 1,331,430

Shareholding pattern

The shareholding pattern of JSW Cement FZC as on the date of this Draft Red Herring Prospectus is as
follows:

No. of equity shares of

S. Percentage of total
Name of the shareholder face value of AED 150
No. equity share capital (%)
each
1. JSW Cement Limited 732,931 55.05
2. Aquarius Global Fund PCC 598,499 44.95
Total 1,331,430 100.00

Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023, and 2022 of JSW Cement FZC, as derived from the
audited financial statements of its respective years are as follows:

(in INR million, except EPS)

316
 As of and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding revaluation (755.52) (0.11) 457.76
reserves)
Sales/ Revenue from operations 10,370.19 10,494.46 5,635.82
Profit/(Loss) after tax (808.20) (492.43) (400.56)
Basic earnings per equity share (673.36) (668.87) (553.71)
Diluted earnings per equity share (673.36) (668.87) (553.71)
Net worth 3,376.61 2,488.73 2,545.00

While our Company holds 55.05% of the share capital of JSW Cement FZC, it is treated as a joint venture
pursuant to the requirements under Ind AS and appears as a joint venture in the Restated Consolidated
Financial Information. For details, see “Restated Consolidated Financial Information” on page 359.

Other Joint Venture

2. JSW One Platforms Limited (“JSW One”)

Corporate information

JSW One was originally incorporated as a public limited company under the name of “JSW Retail Limited”
under the Companies Act, 2013 pursuant to a certificate of incorporation dated September 20, 2018 issued
by the Registrar of Companies, Central Registration Centre. Subsequently, it was renamed to “JSW One
Platforms Limited” and a fresh certificate of incorporation was issued on December 4, 2020 by the Registrar
of Companies, Maharashtra at Mumbai. JSW One’s CIN is U51100MH2018PLC31490 and its registered
office is situated at 6th Floor, JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051,
Maharashtra, India.

Nature of business

JSW One is engaged in the business of developing and creating a platform to facilitate the sale of steel,
cement, paints and other allied products to customers in India.

Capital structure

The capital structure of JSW One as on the date of this Draft Red Herring Prospectus is as follows:

No. of equity shares of face

Particulars
value of ₹ 10 each
Authorised equity share capital of ₹ 100,000,000 10,000,000
Issued, subscribed and paid-up equity share capital of ₹ 19,520,900 1,952,090

Shareholding pattern

The shareholding pattern of JSW One as on the date of this Draft Red Herring Prospectus is as follows:

Percentage of total
S. No. of equity shares of
Name of the shareholder equity share capital
No. face value of ₹ 10 each
(%)
1. JSW Steel Limited 1,347,060 69.01
2. JSW Paints Limited 177,969 9.12
3. JSW Cement Limited 266,956 13.68
4. Mitsui and Co. Limited 160,099 8.20
5. Vinay Shroff (as a nominee of JSW Steel Limited) 1 Negligible
6. Vineet Agrawal (as a nominee of JSW Steel Limited) 1 Negligible
7. Lancy Varghese (as a nominee of JSW Steel Limited) 1 Negligible
8. Sanjay Jayram (as a nominee of JSW Steel Limited) 1 Negligible
9. Amar Nath Tiwari (as a nominee of JSW Steel Limited) 1 Negligible
10. Rajeev Kumar Jain (as a nominee of JSW Steel Limited) 1 Negligible
Total 1,952,090 100.00

317
 Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023, and 2022 of JSW One, as derived from the
consolidated financial statements of its respective years are as follows:

(in ₹ million, except EPS)

As of and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding revaluation reserves) 2,318.55 3,257.17 (5.27)
Sales/ Revenue from operations 13,979.28 3,371.40 165.24
Profit/(Loss) after tax (2,270.13) (838.12) (452.85)
Basic earnings/(loss) per equity share (1,162.92) (1,051.95) (2,732.94)
Diluted earnings/(loss) per equity share (1,162.92) (1,051.95) (2,732.94)
Net worth 2,338.07 3,276.69 (1.88)

Accumulated profits or losses

As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiaries
which are not accounted for by our Company in its Restated Consolidated Financial Information.

Common pursuits

All of our Subsidiaries and our Associate, JSW Renewable Energy (Cement) Limited are engaged in the same
line of business as that of our Company and accordingly, there are certain common pursuits amongst all of our
Subsidiaries, our Associate, JSW Renewable Energy (Cement) Limited and our Company. However, there is no
conflict of interest amongst our Subsidiaries, our Associate and our Company. Our Company will adopt the
necessary procedures and practices as permitted by law and regulatory guidelines to address any conflict situations
as and when they arise.

Business interest between our Company and our Subsidiaries and our Joint Ventures

Except as stated in “Our Business” and “Restated Consolidated Financial Information – Note 37 Related party
disclosure as per Ind AS 24” on pages 250 and 447, respectively, none of our Subsidiaries, our Associate and our
Joint Ventures have any business interest in our Company.

Other confirmations

The equity shares of Shiva Cement Limited, one of our Subsidiaries, are listed on the BSE. However, none of our
Holding Company or other Subsidiaries are listed on any stock exchange in India or abroad. Further, none of our
Subsidiaries have been refused listing in the last ten years by any stock exchange in India or abroad, nor have any
of our Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad.

318
 OUR MANAGEMENT

Board of Directors

The Articles of Association require that our Board shall comprise of not less than three Directors and not more
than 15 Directors, provided that our Shareholders may appoint more than 15 Directors after passing a special
resolution in a general meeting.

As on the date of this Draft Red Herring Prospectus, we have 14 Directors on our Board, of whom seven are
Independent Directors, including two woman Independent Directors. Our Company is in compliance with the
corporate governance requirements prescribed under the SEBI Listing Regulations and the Companies Act, 2013,
in relation to the composition of our Board and constitution of committees thereof.

The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:

Name, designation, date of birth, address, occupation, Age

Other directorships
current term, period of directorship and DIN (years)
Seshagiri Rao Venkata Satya Metlapalli 66 Indian companies:

Designation: Chairman and Non-Executive Director • Nil

Date of birth: January 15, 1958 Foreign companies:

Address: B-1603, Valencia CHS, Central Avenue Road, • Nil

Hiranandani Gardens, Powai, Adj to Galleria Shopping
Centre, Mumbai 400 076, Maharashtra, India.

Occupation: Professional

Current term: Liable to retire by rotation

Period of directorship: Since August 1, 2023

DIN: 00029136

Parth Jindal 34 Indian companies:

Designation: Managing Director • JSW Bengaluru Football Club Private

Limited;
Date of birth: May 19, 1990 • JSW Recharge Sports Private Limited;
• Svamaan Financial Services Private Limited;
Address: Jindal House, 32, Walkeshwar Road Mumbai, • JSW Paints Limited;
Malabar Hill, Mumbai 400 006, Maharashtra, India • JSW IP Holdings Private Limited;
• JSW Sports Ventures Private Limited;
Occupation: Business
• JSW GMR Cricket Private Limited;
• JSW One Platforms Limited;
Current term: Five years with effect from June 20, 2021
• MUSO D Innovation Lab Private Limited;
Period of directorship: Since June 20, 2016 • JSW ONE Distribution Limited;
• Centre Court Capital Investment Managers
DIN: 06404506 Private Limited; and
• JSW Energy Limited.

Foreign companies:

• Nil
Nilesh Narwekar 53 Indian companies:

Designation: Whole-Time Director and Chief Executive • JSW Green Cement Private Limited;
Officer • JSW ONE Platforms Limited; and
• JSW ONE Distribution Limited.
Date of birth: July 22, 1971
Foreign companies:
• Nil

319
Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
Address: 2301, F-Wing, 23rd Floor, Tower 2, Ashok
Garden G.d, Ambedkar Marg, Swan Mill Compound,
Sewree, Mumbai 400 015, Maharashtra, India

Occupation: Service

Current term: Three years with effect from August 9,

2023, liable to retire by rotation

Period of directorship: Since August 8, 2017

DIN: 06908109

Narinder Singh Kahlon 57 Indian companies:

Designation: Director – Finance & Commercial and Chief • Shiva Cement Limited; and
Financial Officer • Echelon Properties Private Limited.

Date of birth: January 16, 1967 Foreign companies:

Address: 201, Silicon Valley, 8 JK Mehta Road, Santacruz • Nil

West, Near Podar School, Mumbai 400 054, Maharashtra,
India

Occupation: Service

Current term: Three years with effect from May 8, 2024,

liable to retire by rotation

Period of directorship: Since May 8, 2018

DIN: 03578016

Kantilal Narandas Patel 73 Indian companies:

Designation: Non-Executive Non-Independent Director • AYM Syntex Limited;

• JSW Infrastructure Limited;
Date of birth: May 30, 1951 • JSW Jaigarh Port Limited;
• JSW Holdings Limited;
Address: Yeshomangal, 64/B- Lallubhai Shamaldas Road, • JSW Bengaluru Football Club Private
Opp Rajpuriya Hostel, Andheri West, Mumbai 400 058, Limited;
Maharashtra, India • JSW Recharge Sports Private Limited;
• Svamaan Financial Services Private Limited;
Occupation: Professional
• JSW GMR Cricket Private Limited;
Current term: Liable to retire by rotation • JSW Sports Ventures Private Limited; and
• JSW Realty Private Limited.
Period of directorship: Since incorporation
Foreign companies:
DIN: 00019414
• Nil

Utsav Baijal* 47 Indian companies:

Designation: Non-Executive Nominee Director • Tezzract Fintech Private Limited;

• AGM India Advisors Private Limited;
Date of birth: December 11, 1976 • Social Entrepreneurs Foundation India;
• ARCION Revitalization Private Limited;
Address: C-501, Chaitanya Towers, Appasaheb Marathe • Planetcast Technologies Limited;
Marg, Prabhadevi Mumbai 400 025, Maharashtra, India • Planetcast Media Services Limited;
• Planetcast Broadcasting Services Limited;
Occupation: Service
• Clix Capital Services Private Limited;
• AIP Investment Advisors Private Limited;
Current term: Liable to retire by rotation
• Wholsum Foods Private Limited; and

320
Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
Period of directorship: Since August 30, 2021 • Incred Applications Private Limited

DIN: 02592194 Foreign companies:

• Nil
Sudhir Maheshwari* 60 Indian companies:

Designation: Non-Executive Nominee Director • Nutriwel Health (India) Private Limited;

• Synergy CapCorp India Private Limited;
Date of birth: November 2, 1963 • Sangam (India) Limited; and
• WAISL Limited.
Address: Tower -W1, Flat 2401-E,W Sub Meter Burj
Dubai Development Premise No. 354103008, Dubai Foreign companies:
48800, United Arab Emirates
• Synergy Solutions Investments Holding
Occupation: Managing Partner Limited;
• Synergy Solutions Holdings Limited;
Current term: Liable to retire by rotation
• Synergy Investments Holding Limited;
• Synergy Power Holdings Limited;
Period of directorship: Since July 28, 2021
• Synergy Capital (DIFC) Fund I General
Partner Ltd.;
DIN: 02376365
• Synergy Strategic Investments Holding
Limited;
• Synergy Industrials, Metals and Power
Holdings Limited;
• Bull Moose Tube Company;
• Caparo Bull Moose, Inc.;
• Synergy Infra Holdings Limited;
• Synergy Capital Fund II General Partner
Ltd.;
• Synergy Capital Fund II Holdings Ltd.;
• Synergy Capital Fund Manager Pte. Ltd.;
• Synergy Infra Investments Limited;
• Synergy Acquisitions Holding Ltd.;
• Synergy Metals & Mining US Investment
Holdings Limited;
• Synergy Metals & Mining US Holdings
Limited;
• Synergy Metals Investments Ltd.;
• Synergy Fund I Investments Pte. Ltd.;
• Synergy Metals Investments Holding
Limited;
• Azalea Investment Holdings Limited;
• Synergy Metals & Mining Investment
Holdings Limited;
• Synergy Metals and Mining General Partner
Ltd.;
• Synergy Metals and Mining Holdings
Limited;
• Synergy Management (DIFC) Ltd.;
• Synergy Strategic Solutions DMCC;
• Lampton Ventures Limited;
• Mayfair Holdings Limited;
• Synergy Management Advisors Pte. Ltd.;
and
• Onehealth Group Pte. Ltd.
Pankaj Rajabhau Kulkarni 66 Indian companies:

Designation: Independent Director • EC Metals (INDIA) Private Limited; and

• JSW Holdings Limited.
Date of birth: December 7, 1957
Foreign companies:

321
Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
Address: A/602, Dipti Saphhire, Road No. 2, Natwar
Nagar, Jogeshawari East, Mumbai 400 060, Maharashtra, • Nil
India.

Occupation: Executive

Current term: Five years with effect from March 30, 2021,
not liable to retire by rotation

Period of directorship: Since February 2, 2012

DIN: 00725144

Sutapa Banerjee# 59 Indian companies:

Designation: Independent Director • Polycab India Limited;

• JSW Holdings Limited;
Date of birth: March 24, 1965 • Blacksoil Capital Private Limited;
• Camlin Fine Sciences Limited;
Address: Springs-1, Flat No. 3003 A and B, 30th Floor, • Godrej Properties Limited;
G.D. Ambekar Marg, Wadala Tel. Exch. Naigon, Dadar • Zomato Limited;
East, Mumbai 400 014, Maharashtra, India
• Ideaforge Technology Limited;
• Axis Capital Limited; and
Occupation: Banking
• Satsure Analytics India Private Limited.
Current term: Five years with effect from April 22, 2021,
not liable to retire by rotation Foreign companies:

Period of directorship: Since April 22, 2016 • Nil

DIN: 02844650

Sumit Banerjee 68 Indian companies:

Designation: Independent Director • IRB Tumkur Chitradurga Tollway Limited;

• Clean Max Enviro Energy Solutions Private
Date of birth: July 21, 1956 Limited;
• IDAA Infrastructure Limited; and
Address: Flat No. 206 2nd Floor, 12 Ashoka Road, • Emami Paper Mills Limited.
Alipore, Kolkata 700 027, West Bengal, India
Foreign companies:
Occupation: Professional
• Nil
Current term: Five years with effect from July 27, 2021,
not liable to retire by rotation

Period of directorship: Since July 28, 2021

DIN: 00213826

Akshay Chudasama 54 Indian companies:

Designation: Independent Director • Wyosha Real Estates Private Limited.

Date of birth: September 30, 1969 Foreign companies:

Address: Shanti Cottage No. 2, Narayan Dabholkar Road, • Apollo Vredestein B.V.
Malabar Hill, Mumbai 400 006, Maharashtra, India

Occupation: Professional

Current term: Five years with effect from May 15, 2024,
not liable to retire by rotation

Period of directorship: Since May 15, 2024

322
 Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)

DIN:00010630

Aashish Kamat 58 Indian companies:

Designation: Independent Director • Imagine Marketing Private Limited; and

• IDFC First Bank Limited.
Date of birth: October 6, 1965
Foreign companies:
Address: Flat 2402, 24th floor, The Imperial Edge BB
Nakashe Marg, Tardeo, Mumbai 400 034, Maharashtra, Nil
India

Occupation: Senior advisor

Current term: Five years with effect from May 15, 2024,
not liable to retire by rotation

Period of directorship: Since May 15, 2024

DIN: 06371682

Raghav Chandra 65 Indian companies:

Designation: Independent Director • Welspun Enterprises Limited

• J.Kumar Infraprojects Limited;
Date of birth: October 31, 1958 • GR Highways Investment Manager Private
Limited;
Address: K-27 A, Hauz Khaz, South Delhi, New Delhi – • Welspun Aunta – Simaria Project Private
110 016, India Limited;
• 1234 Intellimap Private Limited; and
Occupation: Civil servant (retired) • Seamac Limited.
Current term: Five years with effect from May 21, 2024, Foreign companies:
not liable to retire by rotation
Nil
Period of directorship: Since May 21, 2024

DIN: 00057760

Preeti Reddy 65 Indian companies:

• Zigitsa Health Care Limited;
Designation: Independent Director • ICICI Lombard General Insurance Company
Limited;
Date of birth: October 31, 1958 • ICICI Prudential Asset Management
Company Limited; and
Address: C -478, 2nd Floor, Defence Colony, South Delhi, • Popular Vehicles and Services Limited
Delhi – 100 024, India
Foreign companies:
Occupation: Retired
Nil
Current term: Five years with effect from July 27, 2024,
not liable to retire by rotation

Period of directorship: Since July 30, 2024

DIN: 07248280

*Utsav Baijal and Sudhir Maheshwari were nominated on our Board by AP Asia Opportunistic Holdings Pte. Ltd. and Synergy Metals
Investments Holding Limited, respectively. For further details, see “- Arrangement or understanding with major Shareholders, customers,
suppliers, or others pursuant to which to which our Directors were selected as a Director or Senior Management Personnel” on page 326.
# Sutapa Banerjee, our Independent Director is also a director on the board of directors of Axis. Accordingly, in terms of the SEBI Merchant
Bankers Regulation, Axis is an associate of our Company and would be involved only in the marketing of the Offer in compliance with the
proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations. Axis has signed
the due diligence certificate. For further details, see “Risk Factors - SBI Capital Markets Limited, one of the Book Running Lead Managers
to the Offer, is an associate of State Bank of India who is proposing to participate as a Selling Shareholder in the Offer. Additionally, our

323
Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the Book Running Lead
Managers to the to the Offer.” on page 61.

Brief profiles of our Directors

Seshagiri Rao Venkata Satya Metlapalli, aged 66 years, is the Chairman and Non-Executive Director of our
Company. He holds a bachelor’s degree in commerce from Nagarjuna University and a diploma in business
finance from the Institute of Chartered Financial Analysts of India. He is enrolled with the Institute of Company
Secretaries of India and is a member of the Indian Institute of Bankers. He was previously associated with JSW
Steel Limited in various capacities including as a joint managing director and chief financial officer for 26 years.
He is currently associated with JW Holding Limited as the group chief financial officer.

Parth Jindal, aged 34 years, is the Managing Director and a Promoter of our Company. He holds a bachelor’s
degree in arts (economics and political science) from Brown University and a master’s degree in business
administration from Harvard University. He is the founder of JSW Sports Private Limited. He is currently
associated with JSW Paints Limited as its managing director. He was previously associated with JFE Steel and
JSW Steel Limited. He has been associated with our Company since June 20, 2016. He is primarily responsible
for overall business management of our Company. He has over 14 years of experience in the areas of management
and finance. He received the GenNext Entrepreneur award at the Forbes (India) Leadership Awards, 2024. He
was also included in the Economic Times 40 under Forty list in 2019 and in GQ’s list of 50 most influential young
Indians in 2018.

Nilesh Narwekar, aged 53 years, is the Whole Time Director and Chief Executive Officer of our Company. He
holds a bachelor’s degree in technology (electronics and communications engineering) from the University of
Calicut and a master’s degree in management studies from the Jamnalal Bajaj Institute of Management Studies.
He was previously associated with PricewaterhouseCoopers Private Limited as a partner in the advisory line of
services. He has been associated with our Company since July 17, 2017. He is primarily responsible for the overall
business management of our Company. He has over 24 years of experience in various advisory roles.

Narinder Singh Kahlon, aged 57 years, is the Director - Finance and Commercial and Chief Financial Officer
of our Company. He holds a bachelor’s degree in commerce from Punjab University. He has also passed the final
examination held by the Institute of Chartered Accountants of India. He was previously associated with Karam
Chand Thapar & Bros (Coal Sale) Limited, Bhushan Limited, Haldia Petrochemicals Limited, JSW Bengal Steel
Limited and South West Port Limited. He has been associated with the JSW group since December 31, 2007 and
has been associated with our Company since June 21, 2014. He is primarily responsible for the finance accounts
and commercial functions for our Company. He has over 26 years of experience in financial accounting, auditing,
central excise and custom and sales tax laws.

Kantilal Narandas Patel, aged 73 years, is a Non-Executive Non-Independent Director of our Company. He
holds a bachelor’s degree in commerce from the University of Bombay and participated in the management
development programme on general management (strategic issues) from the Indian Institute of Management,
Calcutta. He has passed the final examination held by the Institute of Chartered Accountants of India. He joined
Jindal Iron & Steel Company Limited in 1995 as vice president – finance. He was previously associated with JSW
Holdings Limited as joint managing director and chief executive officer. He has over 46 years of experience within
finance, management and leadership roles.

Utsav Baijal, aged 47 years, is a Non-Executive Nominee Director on the Board of our Company. He holds a
bachelor’s degree in arts (economics) from St. Stephens College, University of Delhi and has completed a post-
graduate programme in management from the Indian Institute of Management, Ahmedabad. He is currently on
the board of directors of Clix Capital Services Private Limited, PlanetCast Media Services Limited and Wholsum
Foods Private Limited as a director and is a partner at Apollo Global Management. He was previously associated
with McKinsey & Company, Inc.- India branch, Bain Capital LP as well as with IGT Solutions Private Limited,
Incred Applications Private Limited, Cloudcast and Digital Limited as a director. He has over 23 years of
experience in management and leadership roles.

Sudhir Maheshwari, aged 60 years, is a Non-Executive Nominee Director on the Board of our Company. He has
passed the final examination held by the Institute of Chartered Accountants of India and is an associate of the
Institute of Company Secretaries of India. He is the founding and managing partner of Synergy Capital. He was
previously associated with ArcelorMittal. He has over 26 years of experience in corporate finance, mergers,
acquisition and divestments and risk management.

324
Pankaj Rajabhau Kulkarni, aged 66 years, is an Independent Director of our Company. He holds a bachelor’s
degree in engineering (metallurgy) from the College of Engineering, Pune, University of Pune, a master’s degree
in technology (metallurgy) from the Indian Institute of Technology, Madras and a master’s degree in financial
management from the Jamnalal Bajaj Institute of Management Studies, University of Bombay. He is currently
associated with EC Metals (India) Private Limited as a director. He was previously associated with JSW
Aluminum Limited as the CEO, JSW Steel Limited as CEO- special projects and Santa Fe Mining, Chile as a
director. He has over 32 years of experience in management and leadership roles.

Sutapa Banerjee, aged 59 years, is an Independent Director of our Company. She holds a post-graduate honours
diploma in personnel management and industrial relations from XLRI, Jamshedpur. She was an advanced
leadership fellow at Harvard University in 2015. She was previously associated with ABN AMRO Bank and
Ambit Capital Private Limited. She has 27 years of experience in financial services and banking.

Sumit Banerjee, aged 68 years, is an Independent Director of our Company. He holds a bachelor’s degree in
technology (mechanical engineering) from Indian Institute of Technology, Kharagpur. He has also completed the
‘leading change and organizational renewal’ programme from Harvard Business School and the management
education programme from the Indian Institute of Management, Ahmedabad. He was elected as a fellow of the
Institution of Engineers (India). He was previously associated with the Confederation of Indian Industry, Cement
Division as the convening chairperson at its first meeting, the Bombay Chamber of Commerce & Industry, as the
chief mentor- centre for mediation and conciliation, the National Skill Development Corporation as nominee
director for the Construction Skill Development Council and a member of the board of governors of Indian
Institute of Management, Lucknow. He has also served with ACC Limited as a managing director and chief
executive officer, Reliance Cement Private Limited, Larsen and Toubro and Hindalco Industries Limited as the
president – foil and packaging business. He received the Corporate Citizen of the Year award at the CNBC-TV18
Indian Business Leader Awards, 2009. He has 35 years of experience in management and leadership roles.

Akshay Chudasama, aged 54 years, is an Independent Director of our Company. He holds a bachelor’s degree
in arts (economics) from St. Xavier’s College, University of Bombay and a bachelor of laws degree from the
London School of Economics and Political Science, University of London. He has been enrolled as an advocate
with the Bar Council of Maharashtra and Goa and has been admitted as a solicitor of the Supreme Court of England
and Wales. and has been a practising lawyer for over 30 years.

Aashish Kamat, aged 58 years, is an Independent Director of our Company. He holds a bachelor’s degree in arts
from the Franklin and Marshall College. He is a member of the Pennsylvania Institute of Certified Public
Accountants. He was previously associated with J.P. Morgan as group controller and managing director in the
corporate and investment bank department, Bank of America where he held senior finance roles such as chief
financial officer/managing director - GCIB, UBS AG, Hong Kong as managing director and UBS AG, Hong Kong
Mumbai, as managing director and chief executive officer, and L Catterton Singapore Pte. Ltd. as the managing
director, chief operating officer and LCMEA Growth Investment Management Limited (Abu Dhabi) as the
managing partner. He has over 27 years of experience in audit, accounting, risk management, banking, investment
management and finance.

Raghav Chandra, aged 65 years, is an Independent Director of our Company. He holds a bachelor’s degree in
science (mathematics) and a post-graduate degree in mathematics. He also holds a post-graduate degree in public
administration from Harvard University. Prior to joining our Company, he was an officer in the Indian
Administrative Service and served as the Secretary in Government of India, the Chairman of the National Highway
Authority of India and the Additional Secretary in the Ministry of Agriculture amongst other posts. He has over
35 years of experience in public administration and governance with various Ministries/Departments of
Government of India and the Government of Madhya Pradesh.

Preeti Reddy, aged 65 years, is an Independent Director of our Company. She holds a bachelor’s degree in arts
(honours course -economics) from the University of Delhi and a postgraduate diploma in business management
from the Xavier Labour Relations Institute, Jamshedpur. She was previously associated with VST Industries
Limited, KSA Technopak (India) Private Limited, TNS India Private Limited, LMRB, IMRB International, and
the Kantar Consumer Insights organization. She has over 18 years of experience in consulting, market research
and data analytics.

Relationship between our Directors

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None of our Directors are related to each other in any manner.

Confirmations

Except as disclosed below, none of our Directors is or was a director of any company listed on any stock exchange,
whose shares have been or were suspended from being traded during the five years preceding the date of this Draft
Red Herring Prospectus, during the term of his/her directorship in such company:

Sr.
Particulars Details
No.
1. Name of the company Shiva Cement Limited
2. Name of Director Narinder Singh Kahlon
3. Name of the stock exchange(s) on which the Calcutta Stock Exchange
company was listed
4. Date of suspension on stock exchanges March 21, 2014
5. If trading suspended for more than three months, Yes. The trading of equity shares of Shiva Cement Limited
reasons for suspension and period of suspension was suspended as the capital issued was not listed on the
Calcutta Stock Exchange.

Period of suspension: March 21, 2014 to June 21, 2021.

6. If the suspension of trading revoked, the date of Yes. The suspension was revoked on June 21, 2021.
revocation of suspension
7. Term of directorship (along with relevant dates) in February 28, 2017, till date.
the above company

Except as disclosed below, none of our Directors is, or was a director of any company, which has been or was
delisted from any stock exchange, during the term of his/her directorship in such company.

Sr.
Particulars Details
No.
1. Name of the company Shiva Cement Limited
2. Name of Director Narinder Singh Kahlon

3. Name of the stock exchange(s) on which the Calcutta Stock Exchange

company was listed
4. Date of delisting on stock exchanges November 24, 2021
5. Whether delisting was compulsory or voluntary Voluntary
6. Reasons for delisting No trading in the equity shares of Shiva Cement Limited

7. Whether the company has been relisted No

8. Date of relisting N.A.
9. Term of directorship (along with relevant dates) in From February 28, 2017 till date.
the above company

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any
of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them
or by the firm, trust or company in which they are interested, in connection with the promotion or formation of
our Company.

Further, none of our Directors have been identified as Wilful Defaulters, Fugitive Economic Offenders or
Fraudulent Borrowers as defined under the SEBI ICDR Regulations.

Arrangement or understanding with major Shareholders, customers, suppliers, or others pursuant to

which to which our Directors were selected as a Director or Senior Management Personnel

Except Utsav Baijal and Sudhir Maheshwari, who were appointed as nominee directors on the Board of our
Company by AP Asia Opportunistic Holdings Pte. Ltd. and Synergy Metals Investments Holding Limited,
respectively, pursuant to shareholders’ agreement dated November 30, 2021 between our Company, Adarsh
Advisory Services Private Limited, Synergy Metals Investments Holding Limited, AP Asia Opportunistic

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Holdings Pte. Ltd. and State Bank of India, none of our Directors have been appointed pursuant to any arrangement
or understanding with our major Shareholders, customers, suppliers or others.

Service contracts with Directors, Key Managerial Personnel and Senior Management Personnel

Our Company has not entered into any service contracts with any Director, which provide for benefits upon
termination of employment.

Terms of appointment of our Executive Directors

Parth Jindal, Managing Director

Our Board at their meeting held on May 1, 2021 approved the re-appointment of Parth Jindal as the Managing
Director of our Company with effect from July 20, 2021. Our Company has entered into an agreement dated
October 5, 2021 with Parth Jindal setting out the details of the remuneration and other terms of his employment.
Further, in terms of the said agreement, the nomination and remuneration committee of our Board pursuant to its
resolution date May 6, 2024 and the Board and Shareholders at their meetings held on May 15, 2024, approved
the overall remuneration payable to Parth Jindal, our Managing Director for Fiscal 2025 set out below:

Sr. No Category Remuneration (per annum)

1. Salary ₹ 26.80 million
2. Perquisites and allowances
House rent allowance ₹ 10.97 million
Leave rent allowance ₹ 1.92 million
Annual bonus ₹ 5.36 million
Contribution towards employee provident fund ₹ 3.21 million
Total ₹ 48.26 million

Further, in terms of the agreement dated October 5, 2021 between our Company and Parth Jindal, he is also
entitled to receive a commission of 1% of the net profit of our Company determined under Section 198 of the
Companies Act, 2013 subject to the overall remuneration including all allowances and perquisites, payable to
Parth Jindal not exceeding ₹ 7.50 million per month.

Nilesh Narwekar, Whole Time Director and Chief Executive Officer

Our Board at their meeting held on August 9, 2023 approved the appointment of Nilesh Narwekar as the Whole
Time Director and Chief Executive Officer of our Company. Our Company has entered into an agreement dated
October 5, 2021 with Nilesh Narwekar setting out the details of the remuneration and other terms of his
employment. Further, in terms of the said agreement, the nomination and remuneration committee of our Board
pursuant to its resolution date May 6, 2024 and the Board and Shareholders at their meetings held on May 15,
2024, approved the overall remuneration payable to Nilesh Narwekar, Whole Time Director and Chief Executive
Officer for Fiscal 2025 set out below:

Sr. No Category Remuneration (per annum)

1. Basic salary ₹ 10.48 million
2. Variable pay ₹ 12.60 million
3. Perquisites and allowances
House rent allowance ₹ 5.24 million
Leave travel allowance ₹ 0.58 million
Conveyance/Car Allowance ₹ 1.64 million
Annual bonus ₹ 2.10 million
Supplementary allowance ₹ 10.60 million
Contribution towards employee provident fund ₹ 1.26 million
Gratuity ₹ 0.50 million
Total ₹ 45.00 million

Further, in terms of the agreement dated October 5, 2023 between our Company and Nilesh Narwekar, the overall
remuneration including all allowances and perquisites, payable to Nilesh Narwekar shall not exceed ₹ 4.50 million
per month. The aforesaid limit on remuneration shall not include the employee stock options he may be entitled
to receive under the ESOP Plans.

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Narinder Singh Kahlon, Director – Finance & Commercial and Chief Financial Officer

Our Board at their meeting held on May 8, 2021 approved the re-appointment of Narinder Singh Kahlon as the
Whole Time Director and Chief Financial Officer of our Company. Our Company has entered into an agreement
dated February 12, 2024 with Narinder Singh Kahlon setting out the details of the remuneration and other terms
of his employment. Further, in terms of the said agreement, the nomination and remuneration committee of our
Board pursuant to its resolution date May 6, 2024 and the Board and Shareholders at their meetings held on May
15, 2024, approved the overall remuneration payable to Narinder Singh Kahlon, Director – Finance & Commercial
and Chief Financial Officer for Fiscal 2025 set out below:

Sr. No Category Remuneration (per annum)

1. Basic salary ₹ 7.39 million
2. Variable pay ₹ 9.86 million
3. Perquisites and allowances
House rent allowance ₹ 3.69 million
Leave travel allowance ₹ 0.16 million
Conveyance/Car Allowance ₹ 1.64 million
Book and periodicals ₹ 0.02 million
Bonus ₹ 1.48 million
Supplementary allowance ₹ 9.73 million
Contribution towards employee provident fund ₹ 0.89 million
Gratuity ₹ 0.35 million
Total ₹ 35.21 million

Further, in terms of the agreement dated February 12, 2024 between our Company and Narinder Singh Kahlon,
he is also entitled to receive a performance linked deferred cash bonus of 60% of the annual performance linked
variable pay received in the previous year subject to the overall remuneration including all allowances and
perquisites, payable to Narinder Singh Kahlon not exceeding ₹ 4.50 million per month. The aforesaid limit on
remuneration shall not include the employee stock options he may be entitled to receive under the ESOP Plans.

Terms of appointment of our non-executive directors (including Independent Directors)

Pursuant to the Board resolution dated June 15, 2021, the sitting fees payable to our Non-Executive Directors and
Independent Directors for attending meetings of our Board and meetings of various committees of our Board, is ₹
0.10 million and ₹ 0.05 million respectively, within the limits prescribed under the Companies Act, 2013, and the
rules notified thereunder.

Payment or benefits to Directors

Except as disclosed in “-Terms of appointment of our Executive Directors” above, our Company has not entered
into any contract appointing or fixing the remuneration of any Director in the two years preceding the date of this
Draft Red Herring Prospectus.

In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any
of our Directors other than the remuneration as disclosed above in “– Terms of appointment of our Executive
Directors” on page 327 and sitting fees paid to them for such period.

Except Narinder Singh Kahlon, our Director – Finance & Commercial and Chief Financial Officer, who will
receive a performance linked deferred cash bonus for Fiscal 2024, there is no contingent or deferred compensation
payable to any of our Directors. The remuneration that was paid to our Directors in Fiscal 2024 is as follows:

1. Executive Directors

The details of the remuneration paid to our Executive Directors in Fiscal 2024 is set out below:

(in ₹ million)

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 Name of Director Designation Remuneration*
Parth Jindal@ Managing Director 88.13
Nilesh Narwekar Whole Time Director and Chief Executive Officer 34.46
Narinder Singh Kahlon** Director – Finance & Commercial and Chief Financial 35.24
Officer
@
Includes profit based commission.
* Includes leave encashment.
** Includes performance linked deferred cash bonus.

2. Non- Executive Directors

The details of the remuneration paid to our Non-Executive Directors in Fiscal 2024 is set out below:
(in ₹ million)
Name of Director Remuneration
Seshagiri Rao Venkata Satya Metlapalli Nil
Kantilal Narandas Patel 1.30
Utsav Baijal Nil
Sudhir Maheshwari Nil

3. Independent Directors

The details of sitting fees paid to our Independent Directors during Fiscal 2024 is set out below:
(in ₹ million)
Name of Director Sitting fees
Pankaj Rajabhau Kulkarni 1.90
Sutapa Banerjee 1.75
Sumit Banerjee 1.50
Akshay Chudasama Nil
Aashish Kamat Nil
Raghav Chandra Nil
Preeti Reddy Nil

Remuneration paid or payable to our Directors by our Subsidiaries

None of our Directors were paid any remuneration by our Subsidiaries in Fiscal 2024 including contingent or
deferred compensation accrued for the year.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

Except Parth Jindal, who holds 3,600,000 Equity Shares of face value of ₹10 each of our Company, none of our
Directors, hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.

Bonus or profit-sharing plan for our Directors

As on date of this Draft Red Herring Prospectus, our Company does not have any performance linked bonus or a
profit-sharing plan for our Directors. However, Nilesh Narwekar, our Whole-Time Director and Chief Executive
Officer and Narinder Singh Kahlon, our Director – Finance & Commercial and Chief Financial Officer have
entered into agreements with the Company on October 5, 2023 and February 12, 2024, respectively, setting out
terms and conditions of their appointment in the ordinary course of business. Additionally, Parth Jindal, our
Managing Director is also entitled to commission based on the net profit of our Company. For further details, see
“-Terms of appointment of our Executive Directors” on page 327.

Interests of Directors

All our Non-Executive Directors and Independent Directors may be deemed to be interested to the extent of sitting
fees payable to them for attending meetings of our Board and/or committees thereof as approved by our Board,
the reimbursement of expenses payable to them as approved by our Board.

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Our Directors may be deemed to be interested to the extent of the remuneration and reimbursements payable to
each of them by our Company.

Except for Parth Jindal, none of our Directors may be deemed to be interested in the contracts,
agreements/arrangements entered into or to be entered into by our Company with any company which is promoted
by them or in which they hold directorships or any partnership firm in which they are partners.

Our Directors may be interested to the extent of Equity Shares, if any, held by them and their relatives (together
with other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners,
promoters, directors, proprietors, members, trustees or beneficiaries or that may be subscribed by or allotted to
the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors,
members, trustees or beneficiaries, pursuant to the Offer and any dividend and other distributions payable in
respect of such Equity Shares. For details, see “- Shareholding of Directors in our Company” on page 329. Except
for Nilesh Narwekar, our Whole-Time Director and Chief Executive Officer and Narinder Singh Kahlon,
our Director – Finance & Commercial and Chief Financial Officer who hold 920,990 and 1,078,775 options
respectively, none of our other Directors hold employee stock options in our Company. For details, see “Capital
Structure – Employee Stock Option Plan” on page 124.

Except Parth Jindal, who is a Promoter of our Company, none of our other Directors have any interest in the
promotion or formation of our Company. For further details, see “Our Promoters and Promoter Group - Interests
of Promoters” on page 351.

None of our Directors have any interest in any property acquired or proposed to be acquired of or by our Company
or in any transaction by our Company with respect to the acquisition of land, construction of building or supply
of machinery during the three years preceding the date of this Draft Red Herring Prospectus.

None of our Directors have availed loans from our Company.

Borrowing Powers

Pursuant to our Articles of Association, subject to applicable provisions of the Companies Act, 2013, and the
resolution passed by our Shareholders in their general meeting held on March 11, 2024, our Board has been
authorized to borrow or from time to time, any sum or sums of monies, including by way of issuance of debentures,
advances, deposits, loans or otherwise, which together with the monies already borrowed by the Company (apart
from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business)
either from the Company’s bankers and/or any one or more persons, bodies corporate or financial institutions or
from any other sources abroad whether secured or unsecured may exceed the aggregate of the then paid up capital
of the Company, its free reserves and securities premium, provided that the total outstanding amount so borrowed
shall not at any time exceed the limit of ₹ 65,000 million at any point of time.

Changes to our Board in the last three years

The changes to our Board during the three years immediately preceding the date of this Draft Red Herring
Prospectus are set forth below:

Date of
Name Reason
appointment/cessation
Preeti Reddy July 27, 2024 Appointment as an additional Independent Director
Akshay Chudasama May 15, 2024 Appointment as an additional Independent Director
Aashish Kamat May 15, 2024 Appointment as an additional Independent Director
Raghav Chandra May 21, 2024 Appointment as an additional Independent Director
Swaminathan May 15, 2024 Resignation as a Whole-Time Director and Chief Strategy Officer
Kuppuswamy
Jugal Kishore Tandon May 3, 2024 Resignation as a Non-Executive Non-Independent Director
Biswadip Gupta April 24, 2024 Resignation as a Non-Executive Non-Independent Director
Narinder Singh February 7, 2024 Reappointment as Director – Finance & Commercial
Kahlon
Nilesh Narwekar August 9, 2023 Reappointment as Whole-Time Director and Chief Executive Officer
Nirmal Kumar Jain June 2, 2023 Resignation on account of personal reasons
Utsav Baijal August 30, 2021 Appointment as an additional Non-Executive Nominee Director
Note: This does not include regularisations or change in designations.

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Corporate Governance

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of
corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, pertaining
to the composition of our Board and constitution of the committees thereof.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI
Listing Regulations and the Companies Act, 2013.

Committees of our Board

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board-level committees:

1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders’ Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee;
6. IPO Committee.

1. Audit Committee

The Audit Committee was re-constituted pursuant to resolution of our Board dated May 21, 2024 and its
terms of reference were last amended pursuant to resolution of our Board dated July 27, 2024. The composition
of the Audit Committee and its terms of reference are in compliance with regulation 18 of the SEBI Listing
Regulations and section 177 of the Companies Act, 2013. The current constitution of the Audit Committee is
as follows:

Name of Director Position in the committee Designation

Aashish Kamat Chairperson Independent Director
Sutapa Bannerjee Member Independent Director
Sumit Bannerjee Member Independent Director
Pankaj Rajabhau Kulkarni Member Independent Director

(a) The Audit Committee shall have powers, which shall be as under:

(i) To investigate any activity within its terms of reference;

(ii) To seek information that it properly requires from any employee of the Company or any associate
or subsidiary, joint venture Company in order to perform its duties and all employees are directed
by the Board to co-operate with any request made by the Committee from such employees;

(iii) To obtain outside legal or other professional advice;

(iv) To secure attendance of outsiders with relevant expertise, if it considers necessary and to seek
their advice, whenever required;

(v) To approve the disclosure of the Key Performance Indicators to be disclosed in the documents in
relation to the initial public offering of the equity shares of the Company; and

(vi) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

(b) The role of the Audit Committee shall be as under:

(i) Oversight of the Company’s financial reporting process, examination of the financial statement
and the auditors’ report thereon and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient, and credible;

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(ii) Recommendation to the Board for appointment, re-appointment and replacement, remuneration
and terms of appointment of auditors of the Company and the fixation of audit fee;

(iii) Approval of payments to statutory auditors for any other services rendered by the statutory
auditors of the Company;

(iv) Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included

in the Board’s report in terms of section 134(3)(c) of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) modified opinion(s) in the draft audit report.

(v) Reviewing, with the management, the quarterly, half-yearly and annual financial statements
before submission to the Board for approval;

(vi) Monitoring the end use of funds raised through public offers and reviewing, with the management,
the statement of uses/application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilization of proceeds of a public or rights issue, and making appropriate recommendations to
the Board to take up steps in this matter. This also includes monitoring the use/ application of the
funds raised through the proposed initial public offer by the Company;

(vii) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

(viii) Formulating a policy on related party transactions, which shall include materiality of related party
transactions and the definition of material modifications of related party transactions;

(ix) Approval of any subsequent modifications of transactions of the Company with related parties and
omnibus approval (in the manner specified under the SEBI Listing Regulations and Companies
Act) for related party transactions proposed to be entered into by the Company. Provided that only
those members of the committee, who are independent directors, shall approve related party
transactions;

Explanation: The term “related party transactions” shall have the same meaning as provided in
Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards
and/or the Companies Act.

(x) Approval of related party transactions to which the subsidiary(ies) of the Company is party but
the Company is not a party, if the value of such transaction whether entered into individually or
taken together with previous transactions during a financial year exceeds 10% of the annual
consolidated turnover as per the last audited financial statements of the Company, subject to such
other conditions prescribed under the SEBI Listing Regulations;

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 (xi) Review, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;
(xii) Scrutiny of inter-corporate loans and investments;

(xiii) Valuation of undertakings or assets of the company, wherever it is necessary;

(xiv) Evaluation of internal financial controls and risk management systems;

(xv) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

(xvi) Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

(xvii) Discussion with internal auditors of any significant findings and follow up there on;

(xviii) Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board;

(xix) Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

(xx) Looking into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

(xxi) Reviewing the functioning of the whistle blower mechanism;

(xxii) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the
whole-time finance director or any other person heading the finance function or discharging that
function) after assessing the qualifications, experience and background, etc., of the candidate;

(xxiii) To formulate, review and make recommendations to the Board to amend the Audit Committee’s
terms of reference from time to time;

(xxiv) Overseeing a vigil mechanism established by the Company, providing for adequate safeguards
against victimisation of employees and directors who avail of the vigil mechanism and also
provide for direct access to the Chairperson of the Audit Committee for directors and employees
to report their genuine concerns or grievances;

(xxv) Reviewing the utilization of loans and/or advances from/investment by the Company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is
lower including existing loans/ advances/ investments;

(xxvi) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders;

(xxvii) Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee; and

(i) Carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing
Regulations, each as amended and other applicable laws or by any regulatory authority and
performing such other functions as may be necessary or appropriate for the performance of its
duties.

(c) The Audit Committee shall mandatorily review the following information:

(i) Management discussion and analysis of financial condition and results of operations;

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 (ii) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;

(iii) Internal audit reports relating to internal control weaknesses;

(iv) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the Audit Committee;

(v) Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,

submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations;
and

(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.”

(c) To carry out such other functions as may be specifically referred to the Committee by the
Board of Directors and/or other Committees of Directors of the Company; and

(d) To make available its terms of reference and review periodically those terms of reference and
its own effectiveness and recommend any necessary changes to the Board.

2. Nomination and Remuneration Committee (“NRC”)

The NRC was re-constituted pursuant to resolution of our Board dated May 21, 2024 and its terms of reference
were last amended pursuant to resolution of our Board dated July 27, 2024. The composition of the NRC and
its terms of reference are in compliance with regulation 19 of the SEBI Listing Regulations and section 178 of
the Companies Act, 2013. The current constitution of the NRC is as follows:

Name of Director Position in the committee Designation

Pankaj Rajabhau Kulkarni Chairperson Independent Director
Sutapa Bannerjee Member Independent Director
Kantilal Narandas Patel Member Non-Executive Non-Independent Director
Akshay Chudasama Member Independent Director

The scope and function of the NRC are as follows:

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy, should ensure
that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its goals.

For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the

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 capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

(i) use the services of an external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates.

(b) Formulation of criteria for evaluation of performance of independent directors and the Board;

(c) Devising a policy on Board diversity;

(d) Identifying persons who are qualified to become directors of the Company and who may be
appointed as senior management in accordance with the criteria laid down and recommend to the
Board their appointment and removal;

(e) Analysing, monitoring and reviewing various human resource and compensation matters;

(f) Determining the Company’s policy on specific remuneration packages for executive directors
including pension rights and any compensation payment, and determining remuneration packages
of such directors;

(g) Recommending the remuneration, in whatever form, payable to the senior management personnel
and other staff (as deemed necessary);

(h) Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;

(i) Determining whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors;

(j) Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;

(k) Administering, monitoring and formulating the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with the applicable laws:

(i) Determining the eligibility of employees to participate under the ESOP Plans;

(ii) Determining the quantum of option to be granted under the ESOP Plans per employee and in
aggregate;

(iii) Date of grant;

(iv) Determining the exercise price of the option under the ESOP Plans;

(v) The conditions under which option may vest in employee and may lapse in case of termination
of employment for misconduct;

(vi) The exercise period within which the employee should exercise the option and that option
would lapse on failure to exercise the option within the exercise period;

(vii) The specified time period within which the employee shall exercise the vested option in the
event of termination or resignation of an employee;

(viii) The right of an employee to exercise all the options vested in him at one time or at various
points of time within the exercise period;

(ix) Re-pricing of the options which are not exercised, whether or not they have been vested if
stock option rendered unattractive due to fall in the market price of the equity shares;

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 (x) The grant, vest and exercise of option in case of employees who are on long leave;

(xi) Allow exercise of unvested options on such terms and conditions as it may deem fit;
(xii) Formulate the procedure for funding the exercise of options;

(xiii) The procedure for cashless exercise of options;

(xiv) Forfeiture/ cancellation of options granted;

(xv) Formulate the procedure for buy-back of specified securities issued under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, if to be undertaken at any time by the Company, and the applicable terms and
conditions, including:

• permissible sources of financing for buy-back;

• any minimum financial thresholds to be maintained by the Company as per its last
financial statements; and
• limits upon quantum of specified securities that the Company may buy-back in a
financial year.

(xvi) Formulating and implementing the procedure for making a fair and reasonable adjustment to
the number of options and to the exercise price in case of corporate actions such as rights
issues, bonus issues, merger, sale of division and others. In this regard following shall be
taken into consideration:

▪ the number and the price of stock option shall be adjusted in a manner such that total
value of the option to the employee remains the same after the corporate action;
▪ for this purpose, global best practices in this area including the procedures followed by
the derivative markets in India and abroad may be considered; and
▪ the vesting period and the life of the option shall be left unaltered as far as possible to
protect the rights of the employee who is granted such option.

(l) Construing and interpreting the ESOP Plans and any agreements defining the rights and obligations
of the Company and eligible employees under the ESOP Plans, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the ESOP Plans;

(m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities
laws, as amended from time to time, including:

(i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended;

(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, as amended; and

(iii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

by the Company and its employees, as applicable.

(n) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed
under any law to be attended to by the Nomination and Remuneration Committee; and

(o) Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations
and other applicable laws or by any regulatory authority and performing such other functions as may
be necessary or appropriate for the performance of its duties.

3. Corporate Social Responsibility Committee (“CSR Committee”)

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 The CSR Committee was re-constituted pursuant to resolution of our Board dated May 21, 2024 and its terms
of reference were last amended pursuant to resolution of our Board dated July 27, 2024. The composition of
the CSR Committee and its terms of reference are in compliance with section 135 of the Companies Act, 2013.
The current constitution of the CSR Committee is as follows:

Name of Director Position in the committee Designation

Kantilal Narandas Patel Chairperson Non-Executive Non-Independent Director
Sumit Banerjee Member Independent Director
Sutapa Bannerjee Member Independent Director
Raghav Chandra Member Independent Director

The terms of reference of the CSR Committee are as follows:

(a) To formulate and recommend to the board, a corporate social responsibility policy which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and
the rules made thereunder, monitor the implementation of the same from time to time and make any
revisions therein as and when decided by the Board;

(b) To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;

(c) To review and recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social responsibility
programmes undertaken by the Company;

(d) To formulate and recommend to the Board, an annual action plan in pursuance to the Corporate Social
Responsibility Policy, which shall include the following, namely:

(i) the list of Corporate Social Responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013;

(ii) the manner of execution of such projects or programmes as specified in Rule 4 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014;

(iii) the modalities of utilization of funds and implementation schedules for the projects or
programmes;

(iv) monitoring and reporting mechanism for the projects or programmes; and

(v) details of need and impact assessment, if any, for the projects undertaken by the company.

Provided that the Board may alter such plan at any time during the financial year, as per the
recommendations of the Corporate Social Responsibility Committee, based on the reasonable
justification to that effect.

(e) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of
all delegated responsibilities;

(f) To review and monitor the implementation of corporate social responsibility programmes and issuing
necessary directions as required for proper implementation and timely completion of corporate social
responsibility programmes; and

(g) To perform such other duties and functions as the Board may require the corporate social responsibility
committee to undertake to promote the corporate social responsibility activities of the Company and
exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of
Section 135 of the Companies Act and the Companies (Corporate Social Responsibility Policy) Rules,
2014 or other applicable law.

4. Stakeholders Relationship Committee (“SRC”)

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 The SRC was re-constituted pursuant to resolution of our Board dated July 27, 2024. The composition of the
Audit Committee and its terms of reference are in compliance with regulation 20 of the SEBI Listing
Regulations and section 178 of the Companies Act, 2013. The current constitution of the SRC is as follows:

Name of Director Position in the committee Designation

Kantilal Narandas Patel Chairperson Non-Executive Non-Independent Director
Pankaj Rajabhau Kulkarni Member Independent Director
Nilesh Narwekar Member Whole-Time Director and Chief Executive Officer

The scope and function of the SRC are as follows:

(a) Redressal of all security holders’ and investors’ grievances such as complaints related to
transfer/transmission of shares, including non-receipt of share certificates and review of cases for refusal
of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared
dividends, non-receipt of annual reports, general meetings etc., and assisting with quarterly reporting of
such complaints;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;

(d) Giving effect to all allotments, transfer/transmission of shares and debentures, dematerialisation of shares
and re-materialisation of shares, split and issue of duplicate/consolidated/new share certificates,
compliance with all the requirements related to shares, debentures and other securities from time to time;

(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to various services
rendered by the registrar and transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services;

(g) Considering and specifically looking into various aspects of interest of shareholders, debenture holders or
holders of any other securities;

(h) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various
requests received from shareholders from time to time;

(i) To further delegate all or any of the power to any other employee(s), officer(s), representative(s),
consultant(s), professional(s) or agent(s); and

(j) Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory
authority.

5. Risk Management Committee (“RMC”)

The RMC was re-constituted pursuant to resolution of our Board dated May 21, 2024 and its terms of reference
were last amended pursuant to resolution of our Board dated July 27, 2024. The composition of the RMC
Committee and its terms of reference are in compliance with regulation 21 of the SEBI Listing Regulations.
The current constitution of the RMC is as follows:

Name of Director Position in the committee Designation

Seshagiri Rao Venkata Chairperson Chairman and Non-Executive Director
Satya Metlapalli
Sumit Banerjee Member Independent Director
Akshay Chudasama Member Independent Director

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 Name of Director Position in the committee Designation
Aashish Kamat Member Independent Director
‘
The scope and function of the RMC are as follows:

(i) To formulate a detailed risk management policy which shall include:

• framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, Environmental,
Social and Governance (ESG) related risks), information, cyber security risks or any other risk
as may be determined by the Committee;

• Measures for risk mitigation including systems and processes for internal control of identified
risks; and

• Business continuity plan.

(ii) To approve major decisions affecting the risk profile or exposure and give appropriate directions;

(iii) To consider the effectiveness of decision making process in crisis and emergency situations;

(iv) To balance risks and opportunities;

(v) To generally, assist the Board in the execution of its responsibility for the governance of risk;

(vi) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;

(vii) To review and recommend potential risk involved in any new business plans and processes;

(viii) To review the Company’s risk-reward performance to align with the Company’s overall policy
objectives;

(ix) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

(x) To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;

(xi) To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;

(xii) The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to
review by the Risk Management Committee.

(xiii) To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.

(xiv) Laying down risk assessment and minimization procedures and the procedures to inform Board of
the same;

(xv) Framing, implementing, reviewing and monitoring the risk management plan for the Company and
such other functions, including cyber security; and

(xvi) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed
under any law to be attended to by the Risk Management Committee or by any regulatory authority
and performing such other functions as may be necessary or appropriate for the performance of its
duties.

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6. IPO Committee

The IPO Committee was constituted pursuant to resolution of our Board dated August 12, 2024. The current
constitution of the IPO Committee is as follows:

Name of Director Position in the committee Designation

Kantilal Narandas Patel Chairperson Non-Executive Non-Independent Director
Nilesh Narwekar Member Whole-Time Director and Chief Executive Officer
Narinder Singh Kahlon Member Director – Finance & Commercial and Chief Financial
Officer

The terms of reference of the IPO Committee are as follows:

(i) To take on record the number of Equity Shares proposed to be offered by the Selling Shareholder(s);

(ii) To decide, negotiate and finalize, in consultation with the book running lead manager(s) appointed in
relation to the Offer (“BRLMs”), on the size, timing (including opening and closing dates), pricing
and all the terms and conditions of the Offer and transfer of the Equity Shares pursuant to the Offer,
including without limitation the number of the Equity Shares to be issued or offered pursuant to the
Offer (including any reservation, green shoe option and any rounding off in the event of any
oversubscription), price and any discount as allowed under applicable laws that may be fixed, price
band, allocation/allotment to eligible persons pursuant to the Offer, including any anchor investors,
any rounding off in the event of any oversubscription, to permit existing shareholders to sell any
Equity Shares held by them, determined in accordance with the applicable law, and to accept any
amendments, modifications, variations or alterations thereto;

(iii) To appoint, instruct and enter into arrangements with the BRLMs and in consultation with BRLMs,
appoint and enter into agreements with intermediaries, including underwriters to the Offer, syndicate
members to the Offer, brokers, escrow collection banks, bankers to the Offer, sponsor bank, auditors,
independent chartered accountants, industry expert, depositories, custodians, registrar to the Offer,
legal advisors, advertising agency(ies), printers and any other agencies or persons or intermediaries
(including any replacements thereof) to the Offer whose appointment is required in relation to the
Offer and to negotiate and finalise the terms of their appointment, including but not limited to
execution of the engagement letter with the BRLMs, negotiation, finalisation and execution of the
offer agreement with the BRLMs and Selling Shareholders, etc and the underwriting agreement with
the underwriters, syndicate agreement, cash escrow and sponsor bank agreement, share escrow
agreement, agreements with the registrar to the Offer and the advertising agency(ies) and all other
agreements, documents, deeds, memorandum of understanding, engagement letters and other
instruments whatsoever, any amendment(s) or addenda thereto or other instruments for such purpose,
to remunerate all such intermediaries/agencies including the payments of commissions, brokerages,
etc. and to terminate any agreements or arrangements with such intermediaries/ agents;

(iv) To negotiate, finalise, settle, execute, terminate, amend and, deliver or arrange the delivery of the
offer agreement, syndicate agreement, cash escrow and sponsor bank agreement, underwriting
agreement, share escrow agreement, agreements with the registrar to the Offer and the advertising
agency(ies) and all other documents, deeds, agreements, memorandum of understanding and other
instruments whatsoever with the registrar to the Offer, legal advisors, auditors, stock exchange(s),
BRLMs and any other agencies/intermediaries in connection with the Offer with the power to
authorise one or more officers of the Company to negotiate, execute and deliver all or any of the
aforesaid documents;

(v) To approve the relevant restated consolidated financial statements to be issued in connection with the
Offer;

(vi) To finalise, settle, approve and adopt, deliver and arrange for, in consultation with the BRLMs,
submission of the DRHP, the RHP, the Prospectus, the abridged prospectus (including amending,
varying or modifying the same, as may be considered desirable or expedient), confirmation of
allocation notes and application forms, the preliminary and final international wrap and any

340
 amendments, supplements, notices, addenda or corrigenda thereto, for the Offer and take all such
actions in consultation with the BRLMs as may be necessary for the submission and filing of these
documents including incorporating such alterations/corrections/ modifications as may be required by
SEBI, RoC, or any other relevant governmental and statutory authorities;

(vii) To make applications to, seek clarifications and obtain approvals and seek exemptions from, if
necessary, the Stock Exchanges, the Reserve Bank India, the SEBI, the RoC or any other statutory or
governmental authorities in connection with the Offer as required by applicable law, and to accept,
on behalf of the Board, such conditions and modifications as may be prescribed or imposed by any
of them while granting such approvals, exemptions, permissions and sanctions and, wherever
necessary, incorporate such modifications / amendments / alterations / corrections as may be required
in the DRHP, the RHP and the Prospectus;

(viii) To approve any corporate governance requirements, code of conduct for the Board, officers and other
employees of the Company that may be considered necessary by the Board or the IPO Committee or
as may be required under the Applicable Laws or the listing agreement to be entered into by the
Company with the relevant stock exchanges;

(ix) To finalize and arrange for the submission of the DRHP to be submitted to the SEBI and the Stock
Exchanges for receiving comments, the RHP and the Prospectus (including amending, varying or
modifying the same, as may be considered desirable or expedient) to be filed with the RoC, the
preliminary and final international wrap and any corrigendum, amendments and supplements thereto;

(x) To undertake as appropriate such communication with the Selling Shareholders as required under
applicable law, including inviting the existing shareholders of the Company to participate in the Offer
by making an offer for sale in relation to such number of Equity Shares held by them as may be
deemed appropriate, and which are eligible for the offer for sale in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “SEBI ICDR Regulations”), and taking all actions as may be necessary or authorised
in connection with any offer for sale;

(xi) To take all actions as may be necessary and authorised in connection with the Offer for Sale and to
approve and take on record the approval and intention of the Selling Shareholder(s) for offering their
Equity Shares in the Offer for Sale and the transfer of Equity Shares in the Offer for Sale;

(xii) To issue notices or advertisements in such newspapers and other media as it may deem fit and proper
in consultation with the relevant intermediaries appointed for the Offer and in accordance with the
SEBI ICDR Regulations, Companies Act, 2013, as amended and other applicable law;

(xiii) To decide the total number of Equity Shares to be reserved for allocation to eligible categories of
investors, if any;

(xiv) To seek, if required, the consent and waivers of the lenders to the Company and its subsidiaries, as
applicable, parties with whom the Company has entered into various commercial and other
agreements including without limitation industry data providers, customers, suppliers, strategic
partners of the Company, all concerned government and regulatory authorities in India or outside
India, and any other consents that may be required in relation to the Offer or any actions connected
therewith;

(xv) To open and operate bank account(s) of the Company in terms of the escrow agreement for handling
of refunds for the Offer and to authorise one or more officers of the Company to execute all
documents/deeds as may be necessary in this regard;

(xvi) To determine the amount, the number of Equity Shares, terms of the issue of the equity shares, the
categories of investors for the Pre-IPO Placement, if any including the execution of the relevant
documents with the investors, in consultation with the BRLMs, and rounding off, if any, in the event
of oversubscription and in accordance with Applicable Laws;

(xvii) To determine and finalise the bid opening and bid closing dates (including bid opening and bid closing
dates for anchor investors), the floor price/price band for the Offer (including offer price for anchor

341
 investors), approve the basis of allotment and confirm allocation/allotment of the equity shares to
various categories of persons as disclosed in the DRHP, the RHP and the Prospectus, in consultation
with the BRLMs) and do all such acts and things as may be necessary and expedient for, and incidental
and ancillary to the Offer including any alteration, addition or making any variation in relation to the
Offer;

(xviii) all actions as may be necessary in connection with the Offer, including extending the Bid/Offer
period, revision of the price band, allow revision of the Offer portion in case any Selling Shareholder
decides to revise it, in accordance with the applicable laws;

(xix) To do all such acts, deeds, matters and things and execute all such other documents, etc., as it may,
in its absolute discretion, deem necessary or desirable for the Offer, in consultation with the BRLMs,
including without limitation, determining the anchor investor portion and allocation to anchor
investors, finalising the basis of allocation and allotment of Equity Shares to the successful allottees
and credit of Equity Shares to the demat accounts of the successful allottees in accordance with
Applicable Laws;

(xx) To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic

mode representing the underlying Equity Shares and to provide for the tradability and free
transferability thereof as per market practices and regulations, including listing on one or more stock
exchange(s), with power to authorise one or more officers of the Company to sign all or any of the
aforestated documents;

(xxi) To make applications to the Stock Exchanges for in-principle and final approval for listing of its
equity shares and to execute and to deliver or arrange the delivery and file such papers and documents
with the Stock Exchanges, including a copy of the DRHP filed with the Securities Exchange Board
of India, as may be required for the purpose;

(xxii) To make applications for listing of the Equity Shares on one or more recognised stock exchange(s)
and to execute and to deliver or arrange the delivery of necessary documentation to the concerned
stock exchange(s) and to take all such other actions as may be necessary in connection with obtaining
such listing, including, without limitation, entering into the listing agreements;

(xxiii) To do all such deeds and acts as may be required to dematerialise the Equity Shares of the Company
and to sign and/or modify, as the case may be, agreements and/or such other documents as may be
required with National Securities Depository Limited, Central Depository Services (India) Limited,
registrar and transfer agents and such other agencies, as may be required in this connection with power
to authorise one or more officers of the Company to execute all or any of the aforestated documents;

(xxiv) To authorise and approve, in consultation with the BRLMs, the incurring of expenditure and payment
of fees, commissions, brokerage, remuneration and reimbursement of expenses in connection with
the Offer;

(xxv) To authorise and approve notices, advertisements in relation to the Offer in consultation with the
relevant intermediaries appointed for the Offer in accordance with the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR
Regulations”), Companies Act, 2013, as amended and other applicable laws;

(xxvi) To settle any question, difficulty or doubt that may arise in connection with the Offer including the
issue and allotment of the Equity Shares as aforesaid in consultation with the BRLMs and to further
delegate the powers conferred hereunder subject to such restrictions and limitations as it may deem
fit and in the interest of the Company and to the extent allowed under applicable laws and to do all
such acts and deeds in connection therewith and incidental thereto, as the Committee may in its
absolute discretion deem fit;

(xxvii) To execute and deliver and/or to authorise and empower officers of the Company (each, an
“Authorised Officer”) for and on behalf of the Company to execute and deliver, any and all other
documents or instruments and doing or causing to be done any and all acts or things as the IPO
Committee and/or Authorised Officer may deem necessary, appropriate or advisable in order to carry
out the purposes and intent of the foregoing or in connection with the Offer and any documents or

342
 instruments so executed and delivered or acts and things done or caused to be done by the IPO
Committee and/or Authorised Officer shall be conclusive evidence of the authority of the IPO
Committee and/or Authorised Officer and Company in so doing.

(xxviii) To withdraw the DRHP or the RHP or not to proceed with the Offer at any stage, if considered
necessary and expedient, in accordance with Applicable Laws.

(xxix) To submit undertakings/certificates or provide clarifications to the Securities Exchange Board of

India and the stock exchanges where the Equity Shares of the Company are proposed to be listed.”

(xxx) To delegate any of its powers set out hereinabove, as may be deemed necessary and permissible under
Applicable Laws to the officials of the Company.

(xxxi) To take all other actions as may be necessary in connection with the Offer.

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Management organization chart

Parth Jindal
Managing Director

Nilesh Narwekar K Swaminathan

Chief Executive Chief Strategy
Officer Officer

Narinder Singh
Manoj Rustagi Barada Tripathy
Kahlon Director Rajan Killikurusi
Chief Sustainability Head Human
Finance & Head Projects
Officer Resources
Commercial

Sneha Bindra
Company Secretary
& Compliance
Officer

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Key Managerial Personnel and Senior Management Personnel

Brief profiles of our Key Managerial Personnel

In addition to Parth Jindal, the Managing Director, Nilesh Narwekar, the Whole Time Director and Chief
Executive Officer and Narinder Singh Kahlon, the Director – Finance & Commercial and Chief Financial Officer,
whose details are disclosed under “– Brief profiles of our Directors” on page 324 above, the details of our other
Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below:

Sneha Bindra is the Company Secretary and Compliance Officer of our Company since July 27, 2024. She has
been associated with our Company since December 20, 2016. She holds a degree of bachelor’s in law from
Osmania, University. She has also participated in the women leadership programme conducted by the Indian
Institute of Management, Bangalore. She is an associate of the Institute of Company Secretaries of India. She is
currently responsible for secretarial matters in our Company. She was previously associated with Onicra Credit
Rating Agency of India Limited, ICOMM Tele Limited, Sushee Infra and Mining Limited and Kieraya Furnishing
Solutions Private Limited. She has over 12 years of experience in various secretarial roles. In the Fiscal Year 2024
she received a remuneration of ₹ 3.92 * million.

* Includes leave encashment.

Brief profiles of our Senior Management Personnel

In addition to Sneha Bindra, the Company Secretary and Compliance Officer of our Company, whose details are
provided in “- Brief profiles of our Key Managerial Personnel” on page 345 above, the details of other Senior
Management Personnel, is set forth below:

Swaminathan Kuppuswamy, is the Chief Strategy Officer of our Company. He has been associated with our
Company since May 1, 2021. He holds a bachelor’s and master’s degree in commerce from University of Calcutta.
He has also passed the final examination held by the Institute of Chartered Accountants of India. He is responsible
for sales and marketing functions of our Company. He was previously associated with Dalmia Cement (Bharat)
Limited as executive director- sales and marketing, Lafarge India Private Limited as the general manager -
sales/marketing, and the Associated Cement Companies Limited as a senior manager (marketing). He has more
than 19 years of experience in sales, marketing and other allied commercial functions. In the Fiscal Year 2024 he
received a remuneration of ₹ 29.46 million.

Barada Tripathy is the Head- Human Resources of our Company. He has been associated with our Company
since April 25, 2011. He holds a bachelors degree in science and a masters degree in arts (personnel management
and labour welfare) from Utkal University. He was previously associated with JSW Steel Limited, Tata Steel
Limited, Nokia Siemens Networks Private Limited, Radiant Telesystems Limited and Videsh Sanchar Nigam
Limited He has 28 years of experience in the field of human resources. He is currently responsible for human
resources and administration functions of our Company. In the Fiscal Year 2024 he received a remuneration of ₹
15.81 million.

Manoj Kumar Rustagi is the Chief Sustainability Officer of our Company. He has been associated with our
Company since October 1, 2016. He holds a bachelors degree in engineering from the Birla Institute of
Technology & Science. He has also completed a post graduate programme in Management from the Indian School
of Business. He was previously associated with IBM India Private Limited, Jindal Steel & Power Limited, Jindal
Strips Limited and Satyam Computer Services Limited. He has 28 years of experience in the areas of steel
manufacturing and information technology. He is currently responsible for sustainability, research and
development functions in our Company. In the Fiscal Year 2024 he received a remuneration of ₹ 14.17 million.

Rajan Killikurussi is the Head-Projects of our Company. He has been associated with our Company since March
1, 2023. He holds a bachelor of technology in engineering (mechanical engineering) from the University of
Calicut. He is currently responsible for project management for our Company. He has over 28 years of experience
in the field of project management and execution. He was previously associated with Zuari Cement Limited,
Qatrana Cement Company, Holtec Consulting Private Limited, JSW Cement FZC and TecforLime India Private
Limited. In the Fiscal Year 2024 he received a remuneration of ₹ 9.79 million.

Status of the Key Managerial Personnel and Senior Management Personnel

345
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.

Retirement and termination benefits

Except applicable statutory benefits, none of our Key Managerial Personnel and Senior Management Personnel
would receive any benefits on their retirement or on termination of their employment with our Company.

Family relationships of Directors with Key Managerial Personnel and Senior Management Personnel

None of our Key Managerial Personnel or Senior Management Personnel are related to any of our Directors, or
Key Managerial Personnel and Senior Management Personnel of the Company.

Arrangements and understanding with major Shareholders, customers, suppliers or others

None of our Key Managerial Personnel and Senior Management Personnel have been selected pursuant to any
arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.

Shareholding of the Key Managerial Personnel and Senior Management Personnel

Except Parth Jindal, who holds 3,600,000 Equity Shares of face value of ₹10 each of our Company, none of the
Key Managerial Personnel and Senior Management Personnel hold any Equity Shares as on date of this Draft Red
Herring Prospectus.

Payment or benefits to Key Managerial Personnel and Senior Management Personnel

In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any
of our Key Managerial Personnel or Senior Management Personnel (including contingent or deferred
compensation) other than the remuneration as disclosed above in “– Terms of appointment of our Executive
Directors” and “-Key Managerial Personnel and Senior Management Personnel” on pages 327 and 345
respectively.

Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel

Our Company does not have any performance linked bonus or a profit-sharing plan for our Key Managerial
Personnel and Senior Management Personnel as on the date of this Draft Red Herring Prospectus. For further
details, see “-Terms of appointment of our Executive Directors” and “- Bonus or profit-sharing plan for our
Directors” on pages 327 and 329.

Interests of Key Managerial Personnel and Senior Management Personnel

For details of the interest of the Managing Director and Executive Directors of our Company, see “–Interests of
Directors” on page 329.

Other than our Executive Directors, our other Key Managerial Personnel and Senior Management Personnel are
interested in our Company only to the extent of the remuneration or benefits to which they are entitled in
accordance with the terms of their appointment or reimbursement of expenses incurred by them during the
ordinary course of business by our Company or any dividend payable to them.

Except for Sneha Binda, Kuppuswamy Swaminathan, Barada Tripathy Nandan, Manoj Kumar Rustagi and Rajan
Killikurussi who hold 46,378, 836,702, 398,829, 377,270 and 131,218 options respectively, none of our other Key
Managerial Personnel and Senior Management Personnel hold employee stock options in our Company. For
details, see “Capital Structure – Employee Stock Option Plan” on page 124. For details of the employee stock
options held by our Executive Directors, see “- Interests of Directors” on page 329.

Changes in the Key Managerial Personnel and Senior Management Personnel in last three years

The changes to our Key Managerial Personnel and Senior Management Personnel during the three years
immediately preceding the date of this Draft Red Herring Prospectus are set forth below.

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 Date of
Name Reason
appointment/cessation
Vamsidhar Reddy April 1, 2024 Resignation as chief manufacturing officer
Rajan Killikurussi February 22, 2023 Appointment as head of projects of our
Company
Swaminathan Kuppuswamy August 17, 2022 Appointment as chief strategy officer of our
Company
Sethunathan Charlayath Laxman June 1, 2022 Resignation as executive vice president – sales
and marketing of our Company
Note: This does not include changes in designations.

Further, the attrition rate of the Key Managerial Personnel and Senior Management Personnel of our Company is
not high as compared to our peers.

Payment or benefit to officers of our Company (non-salary related)

No amount or benefit has been paid or given since incorporation or intended to be paid or given to any officer of
the Company, including our Key Managerial Personnel and Senior Management Personnel.

Other confirmations

There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and our Directors and Key Managerial Personnel.

There is no conflict of interest between the lessors of the immovable properties (which are crucial for operations
of the Company) and our Directors and Key Managerial Personnel.

Employee stock options

For details about the ESOP Plans, see “Capital Structure – Employee Stock Option Plan” on page 124.

347
 OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

Sajjan Jindal, Parth Jindal, Sangita Jindal, Adarsh Advisory Services Private Limited and Sajjan Jindal Family
Trust are the Promoters of our Company. Further, Sajjan Jindal is the managing trustee of Sajjan Jindal Family
Trust.

As on the date of this Draft Red Herring Prospectus, our Promoters’ shareholding in our Company is as follows:

Percentage of the pre-Offer issued,

Number of Equity Shares
S. No. Name of the Promoter subscribed and paid-up Equity Share capital
of face value of ₹10 each
(in %)
1. Adarsh Advisory Services 882,580,780* 86.62
Private Limited
2. Sajjan Jindal Family Trust - -

3. Sajjan Jindal 300,000 0.03

4. Parth Jindal 3,600,000 0.35

5. Sangita Jindal 300,000 0.03

Total 886,780,780 87.04

*
Includes the 10 Equity Shares of face value of ₹10 each held by each of Everbest Consultancy Services Private Limited, JSW Investments
Private Limited, Reynold Traders Private Limited, Magnificient Merchandise and Advisory Services Private Limited and Vinamra
Consultancy Private Limited, respectively, as nominees of Adarsh Advisory Services Private Limited.

For details, see “Capital Structure – Details of shareholding of our Promoters and members of our Promoter
Group in our Company” on page 129.

Details of our Promoters are as follows:

Individual Promoters:

Sajjan Jindal

Sajjan Jindal, aged 64 years, is a Promoter of our Company.

Date of Birth: December 5, 1959

Address: Jindal Villa, 36 Nepean Sea Road, Cumballa Hill, Mumbai
400 026, Maharashtra, India.
Permanent Account Number: AADPJ5110D

He holds a bachelor’s degree in mechanical engineering from

Bangalore University. He has been associated with JSW Steel
Limited as its managing director since 1997 and is currently the
chairperson and managing director of JSW Steel Limited. He is the
vice chairman of the World Steel Association and is also on the
board of directors of JSW Energy Limited, JSW Infra Limited, JSW
MG Motor India Private Limited, Jindal Aluminium Limited and
Invest Karnataka Forum. He was previously associated as a director
with JSW Bengal Steel Limited, National Skill Development
Corporation and The Associated Chambers of Commerce and
Industry of India. He has over 37 years of experience in the
manufacturing and steel industry. He is a recipient of the EY
Entrepreneur of the Year 2022 award, Business Standard CEO of
the Year award in 2018 and the IIM JRD Tata award for Excellence
in Corporate leadership in Metallurgical Industries, 2017.
The business and financial activities undertaken by him are pursuant
to his profession of an industrialist.

348
Parth Jindal

Parth Jindal, aged 34 years, is a Promoter of our Company.

Date of Birth: May 19, 1990

Address: Jindal Villa, 36 Nepean Sea Road, Cumballa Hill,
Mumbai 400 026, Maharashtra, India.
Permanent Account Number: AJJPJ6232H

For the complete profile of Parth Jindal, along with details of his
educational qualifications, professional experience, position/posts
held in the past, directorships held, special achievements and
business and financial activities, see “Our Management – Board of
Directors” on page 319.

Sangita Jindal

Sangita Jindal, aged 61 years, is a Promoter of our Company.

Date of Birth: August 30, 1962

Address: Jindal Villa, 36 Nepean Sea Road, Cumballa Hill, Mumbai
400 026, Maharashtra, India.
Permanent Account Number: AADPJ5071E

She holds a Higher Secondary School Certificate from Modern High

School for Girls, Kolkata. She has been conferred with the
Eisenhower Fellowship in 2004. She is currently the chairperson of
the JSW Foundation and of the Asia Society India Centre. She is a
member of the Tate International Council and the UN Women
Business Sector Advisory Council. She is also on the board of
directors of the World Monuments Fund- India chapter. She is a
recipient of the Heritage Keeper of the Year 2019 award by Vogue
India and the Golden Peacock award for social and cultural
leadership, 2019.

Other than her involvement in philanthropic activities, she is not

involved in any business or financial activities.

Our Company confirms that the PAN, bank account number(s), aadhaar card number, driving license number *
and passport number of our Individual Promoters shall be submitted to the Stock Exchanges at the time of filing
this Draft Red Herring Prospectus.

*Sangita Jindal does not have a driving license.

Corporate Promoter:

Adarsh Advisory Services Private Limited (“Adarsh”)

Corporate information

Adarsh was incorporated on January 10, 2014 as a private limited company under the Companies Act, 2013
pursuant to a certificate of incorporation issued by the Registrar of Companies, Maharashtra at Mumbai.

349
The registered office of Adarsh is situated at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400
051, Maharashtra, India. The CIN of Adarsh is U74140MH2014PTC251934.

Adarsh is currently engaged in the business of rendering advisory services in the areas of corporate planning,
management, technical, industrial, commercial, investment, market survey, project engineering, finance, leasing,
administration, production, computer software, operational research, real estate, civil, material and cost control.
There have been no changes to the primary business activities undertaken by Adarsh.

Board of directors

The board of directors of Adarsh comprises the following persons:

1. Jayesh Mansukh Nandwana; and

2. Parag Mahendra Lakhani.

Capital structure

The capital structure of Adarsh as on date of this Draft Red Herring Prospectus is as follows:

Number of equity shares of face value of ₹ 10

Particulars
each
Authorised equity share capital of ₹ 200,000 20,000
Issued, subscribed and paid-up equity share capital of ₹ 166,500 16,650

Shareholding pattern

The shareholding pattern of Adarsh as on date of this Draft Red Herring Prospectus is as follows:

S. No. Name of the shareholder Number of equity shares Percentage of shareholding (in %)
1. Sajjan Jindal Family Trust 16,550* 99.40

2. Deepak Bhat (as a nominee of 100 0.60

Sajjan Jindal Family Trust)
Total 16,650 100.00
* Including 150 Class A equity share of ₹ 10 each.

Change in control

There has been no change in control of Adarsh in the three years preceding the date of this Draft Red Herring
Prospectus.

Our Company confirms that the PAN, bank account number(s), company registration number of Adarsh and
address of the RoC, where Adarsh is registered, shall be submitted to the Stock Exchanges at the time of filing
this Draft Red Herring Prospectus.

Details of the promoter of Adarsh

The promoter of Adarsh is Sajjan Jindal Family Trust. For further details in relation to Sajjan Jindal Family Trust,
see “- Promoter Trust” on page 350.

Promoter Trust:

Sajjan Jindal Family Trust (the “SJFT”)

Trust information and history

The SJFT was formed as a private, irrevocable, and discretionary trust pursuant to a trust deed dated December 9,
2016 (“Trust Deed”) in accordance with the provisions of the Indian Trusts Act, 1882. The office of the SJFT is

350
located at Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai 400 026, Maharashtra, India. Kantilal Narandas
Patel is the settlor of the SJFT.

Trustees

As on the date of this Draft Red Herring Prospectus, the trustees of the SJFT are Sajjan Jindal and Sangita Jindal
(“Trustees”) and Sajjan Jindal is the managing trustee of the SJFT. The trust properties are controlled and
managed by the Trustees in accordance with the Trust Deed. The decision making in SJFT is conducted by a
majority vote, wherein the managing trustee, i.e., Sajjan Jindal, has a veto right.

Beneficiaries

The beneficiaries of the SJFT are Parth Jindal Family Trust, Tarini Jindal Family Trust, Tanvi Jindal Family Trust,
Sangita Jindal Family Trust and Sajjan Jindal. Further, the beneficiaries of the (i) Parth Jindal Family Trust are
Parth Jindal and his lineal descendants and Sangita Jindal; (ii) Tarini Jindal Family Trust are Tarini Jindal and her
lineal descendants; (iii) Tanvi Jindal Family Trust are Tanvi Shete and her lineal descendants; and (iv) Sangita
Jindal Family Trust are Sangita Jindal, Parth Jindal Family Trust, Tarini Jindal Family Trust and Tanvi Jindal
Family Trust.

Settlor

The settlor of the SJFT is Kantilal Narandas Patel.

Reason for formation

The objects and purpose of the SJFT include the following:

(a) to hold the trust properties representing the trust fund for the benefit of the beneficiaries until the
distribution thereof;
(b) to nurture and grow the business of group entities;
(c) to avoid conflicts between members of the family; and
(d) to avoid competition by any member of the family to existing businesses of any group entity.

Change in control of the SJFT

There has been no change in control of the SJFT in the three years immediately preceding the date of this Draft
Red Herring Prospectus.

Our Company confirms that the PAN and bank account number(s) of our Promoter Trust shall be submitted to the
Stock Exchanges at the time of filing of this Draft Red Herring Prospectus.

Change in control of our Company

There has not been any change in control of our Company in the five years immediately preceding the date of this
Draft Red Herring Prospectus. However, pursuant to a resolution dated July 27, 2024 adopted by our Board, Parth
Jindal, Parth Jindal, Sajjan Jindal and Sangita Jindal have been identified as Promoters with effect from July 27,
2024.

Other ventures of our Promoters

Other than as disclosed in “- Promoter Group – Entities forming part of our Promoter Group” and “Group
Companies” on pages 353 and 554 and the JSW Group, our Promoters are not involved in any other ventures.
Further, our Promoters do not have any direct interest in any venture that is involved in the same line of activity
or business as conducted by our Company.

Interests of Promoters

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Our Promoters are interested in our Company: (i) to the extent that they have promoted our Company; (ii) to the
extent of their direct or indirect shareholding in our Company, the shareholding of their relatives and entities in
which our Promoters are interested and which hold Equity Shares in our Company; and (iii) the dividend payable
upon such shareholding and any other distributions in respect of their shareholding in our Company or the
shareholding of their relatives or such entities, if any. For further details, see “Capital Structure – Details of
Shareholding of our Promoters and members of our Promoter Group in our Company” on page 129. Additionally,
our Promoters may be interested in transactions entered into by our Company or our Subsidiaries with them, their
relatives or other entities (i) in which our Promoters hold shares, directly or indirectly or (ii) which are controlled
by our Promoters.

The Sajjan Jindal Family Trust, in its capacity as the promoter of JSW IP Holdings Private Limited and Parth
Jindal and Sangita Jindal, in their capacity as directors of JSW IP Holdings Private Limited, are interested in the
JSW brand equity and business promotion agreement dated October 8, 2014 entered into between JSW
Investments Private Limited (“JSWIPL”) and our Company (“Agreement”). The ownership of the trademarks
covered under the Agreement has been transferred to JSW IP Holdings Private Limited with effect from April 1,
2015, pursuant to a scheme of arrangement between JSWIPL and JSW IP Holdings Private Limited and their
respective shareholders. Additionally, our Company has entered into deed of assignment of trademark dated June
29, 2023 to assign the entire right, title, claim and interest in certain trademarks in relation to the JSW brand to
JSW IP Holdings Private Limited. For further details, see “History and Certain Corporate Matters – Other
material agreements” on page 306.

Further, Parth Jindal, our Individual Promoter is also interested in our Company as the Managing Director of our
Company and may be deemed to be interested in the remuneration, commission and sitting fees payable to him
and the reimbursement of expenses incurred by him in his capacity as a Director. For further details, see “Our
Management – Interests of Directors” on page 329.

No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters
are interested, in cash or shares or otherwise by any person, either to induce them to become or to qualify them,
as a Director or Promoter or otherwise for services rendered by our Promoters, or by such firm or company, in
connection with the promotion or formation of our Company.

Interest in property, land, construction of building and supply of machinery

Except as disclosed in “Related Party Transactions”, “Restated Consolidated Financial Information – Note 37
Related party disclosure as per Ind AS 24”, “Our Business- Property and Facilities” and “Risk Factors- We may
not have marketable title over some of the land we occupy. We also occupy certain land on a leasehold basis,
including the land on which some of our plants and warehouses are located. In addition, we use our registered
and corporate office on a co-sharing basis with other members of the JSW Group. A failure to obtain marketable
title over our land, or to renew existing arrangements may have a material adverse effect on our business,
financial condition and results of operations.” on pages 494, 447, 289 and 52, our Promoters do not have any
interest in any property acquired by our Company in the three years preceding the date of this Draft Red Herring
Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the
acquisition of land, construction of building or supply of machinery.

Payment or benefits to Promoters or Promoter Group

Except as disclosed herein and as stated in “Restated Consolidated Financial Information – Note 37 Related party
disclosure as per Ind AS 24” on page 447, there has been no payment or benefits by our Company to our Promoters
or any of the members of our Promoter Group during the two years preceding the date of this Draft Red Herring
Prospectus nor is there any intention to pay or give any benefit to our Promoters or any members of our Promoter
Group as on the date of this Draft Red Herring Prospectus.

Companies or firms with which our Promoters have disassociated in the last three years

Except for the disassociations of Adarsh Advisory Services Private Limited as disclosed below, our Promoters
have not dissociated themselves from any companies or firms in the three years preceding the date of this Draft
Red Herring Prospectus:

352
 Name of Company or Firm from which Reasons for and Circumstances Date of
Promoter has Disassociated Leading to Disassociation Disassociation

Echelon Properties Private Limited Transfer of shares March 24, 2023

Echelon Real Estate Private Limited Transfer of shares March 30, 2024
Descon Private Limited Transfer of shares March 24, 2023

Material guarantees

As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantee to any
third party with respect to the Equity Shares.

Promoter Group

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of our Promoter Group

The natural persons who are part of our Promoter Group, other than our Individual Promoters, are as follows:

Relationship with our Individual

Name of our Promoter Name of member of our Promoter Group
Promoter
Savitri Devi Jindal Mother
Prithavi Raj Jindal Brother
Ratan Jindal Brother
Naveen Jindal Brother
Nirmala Goel Sister
Saroj Bhartia Sister
Seema Jajodia Sister
Sajjan Jindal
Urmila Bhuwalka Sister
Sarika Jhunjhunwala Sister
Tarini Jindal Handa Daughter
Tanvi Shete Daughter
Kailash Kanoria Spouse’s father
Urmila Kanoria Spouse’s mother
Saket Kanoria Spouse’s brother
Anushree Jindal Spouse
Tarini Jindal Handa Sister
Tanvi Shete Sister
Parth Jindal Vivaan Jindal Son
Ayana Jindal Daughter
Uday Jasani Spouse’s father
Nunu Jasani Spouse’s mother
Kailash Kanoria Father
Sangita Jindal Urmila Kanoria Mother
Saket Kanoria Brother
Tarini Jindal Handa Daughter
Tanvi Shete Daughter
Savitri Devi Jindal Spouse’s mother

Entities forming part of our Promoter Group

The companies, bodies corporate, HUFs, trusts and firms forming part of our Promoter Group, other than our
Corporate Promoter and Promoter Trust, are as follows:

1. Accura Inks Private Limited;

2. Accura Technik Private Limited;
3. Accuraform Private Limited;
4. Aequo Galerie Private Limited;
5. Akshay Developers (Sion) Private Limited;

353
6. Ambit Operations & Management Services Private Limited;
7. Ambitious Asset Private Limited;
8. Ambitious Cement Private Limited;
9. Anbeeco Investments Limited;
10. Argil Properties Private Limited;
11. Art India Publishing Company Private Limited;
12. Bir Plantations Private Limited;
13. Blue Stone Properties Private Limited;
14. BMM Ispat Limited;
15. Brahmani River Pellets Limited;
16. Burnet Investments Private Limited;
17. Centre Court Capital Fund Managers IFSC LLP;
18. Centre Court Capital Investment Managers Private Limited;
19. Colorado Trading Company Private Limited;
20. Dasmaya Multitrading Private Limited;
21. Descon Private Limited;
22. Divino Multiventures Private Limited;
23. E House Realty Private Limited;
24. Echelon Multiventures Private Limited
25. Echelon Properties Private Limited;
26. Echelon Real Estate Private Limited;
27. Eminent Trading & Services Pte. Ltd;
28. Ennore Bulk Terminal Private Limited;
29. Ennore Coal Terminal Private Limited;
30. Epsilon Advanced Materials Private Limited (formerly known as Nyri Synthetics Private Limited);
31. Epsilon Aerospace Private Limited;
32. Epsilon CAM GmbH;
33. Epsilon Carbon Ashoka Private Limited;
34. Epsilon Carbon Private Limited;
35. Epsilon Foundation;
36. Epsilon Holdings Private Limited;
37. Estrela Investment Company Limited;
38. Everbest Consultancy Services Private Limited;
39. Four Seasons Investments Limited;
40. Fruiteye Reality Private Limited;
41. Gagan Infraenergy Limited;
42. Gecomo SMV Private Limited;
43. Genova Multisolutions Private Limited;
44. Global Growth Trust;
45. Global Vision Trust;
46. Global Wisdom Trust;
47. Gopal Traders Private Limited;
48. Hampi Foundation;
49. Handa Family Trust;
50. Heritage Trust;
51. Hexa Tradex Limited;
52. Indusglobe Multiventures Private Limited;
53. Innox Global Multiventures Private Limited;
54. Inspire Institute of Sports;
55. Jaigarh Digni Rail Limited;
56. Jasani Realty Private Limited;
57. Jindal Advisory Services Limited (formerly known as JSP Group Advisory Private Limited);
58. Jindal Consultancy Services Private Limited;
59. Jindal Cor Private Limited;
60. Jindal Education Trust;
61. Jindal Industries Hissar Private Limited;
62. Jindal Industries Private Limited;
63. Jindal Nandanavana Kendra Private Limited;
64. Jindal Rex Exploration Private Limited;
65. Jindal Saw Limited;

354
66. Jindal Steel & Power Limited;
67. JITF Infralogistics Limited;
68. Jotirdhar Trading Private Limited;
69. JSL Limited;
70. JSW (South) Rail Logistics Private Limited;
71. JSW Airflows Limited;
72. JSW Art India Foundation;
73. JSW Bengaluru Football Club Private Limited;
74. JSW Cement FZC;
75. JSW Copper and Metals Limited;
76. JSW Defence Private Limited (formerly known as JSW Multiventures Private Limited);
77. JSW Dharamtar Port Private Limited;
78. JSW EduInfra Private Limited;
79. JSW Energy Limited;
80. JSW Foundation;
81. JSW Gecko Motors Private Limited;
82. JSW Global Business Solutions Limited;
83. JSW Green Mobility Limited;
84. JSW Green Private Limited;
85. JSW Group Employees Trust;
86. JSW Holdings Limited;
87. JSW Industrial Park Limited (formerly known as JSW Aluminium Limited);
88. JSW Infrastructure Limited;
89. JSW International Tradecorp Pte. Limited;
90. JSW Investments Private Limited;
91. JSW IP Holdings Private Limited;
92. JSW Jaigarh Port Limited;
93. JSW Jatadhar Marine Services Private Limited;
94. JSW JNPT Liquid Terminal Private Limited;
95. JSW Keni Port Private Limited (formerly known as Masad Infra Services Private Limited);
96. JSW Living Private Limited;
97. JSW Mangalore Container Terminal Private Limited;
98. JSW Metaliks Private Limited;
99. JSW Middle East Liquid Terminal Corp.;
100. JSW Minerals Rail Logistics Private Limited;
101. JSW Minerals Trading Private Limited;
102. JSW New Age Private Limited;
103. JSW Nxgen Charge Limited;
104. JSW Organics Private Limited;
105. JSW Paints Limited;
106. JSW Paradip Terminal Private Limited;
107. JSW Port Logistics Private Limited;
108. JSW Processors & Traders Private Limited;
109. JSW Projects Limited;
110. JSW Rail Infra Logistics Private Limited;
111. JSW Realty & Infrastructure Private Limited;
112. JSW Realty Private Limited;
113. JSW Recharge Sports Private Limited;
114. JSW Shipping & Logistics Private Limited;
115. JSW Sports Private Limited;
116. JSW Sports Ventures Private Limited;
117. JSW Techno Projects Management Limited;
118. JSW Terminal (Middle East) FZE;
119. JSW Tuticorin Multipurpose Terminal Private Limited (formerly known as JSW Shipyard Private
Limited);
120. JSW UAV Limited;
121. JSW Ventures Fund Managers LLP;
122. JSW Ventures Trustee Private Limited;
123. JTPM Metal Traders Private Limited;
124. Jukyo Housing Private Limited;

355
125. KK Bhartia HUF;
126. Laptev Trading Private Limited;
127. Logactive Infraprojects Private Limited;
128. Maaran Multitrading Private Limited;
129. Macrolite Infraprojects Private Limited;
130. Magnificient Merchandise and Advisory Services Private Limited;
131. Magnilliant Consultancy Services Private Limited;
132. Magnilliant Multiventures Private Limited;
133. Mangalore Coal Terminal Private Limited;
134. Marmoris Arts LLP;
135. Mendeza Holdings Limited;
136. Micromedia Reality Private Limited;
137. Mill Store Company (Bombay) Private Limited;
138. MuSo D Innovation Lab Private Limited
139. Nacho Investments Limited;
140. Nalwa Engineering Company Limited;
141. Nalwa Investments Limited;
142. Nalwa Sons Investment Limited;
143. Nandgaon Port Private Limited;
144. Narmada Fintrade Private Limited;
145. Naveen Jindal & Sons HUF;
146. Near View Reality Private Limited;
147. Neotrex Steel Wires Private Limited;
148. Nexbest Enterprise Limited;
149. Nyri Coal Tar Pitch Private Limited;
150. OP Jindal Foundation;
151. Opelina Sustainable Services Private Limited;
152. OPJ Steel Trading Private Limited;
153. OPJ Trading Private Limited;
154. Oyster Renewable Energy Holdings Pte. Ltd;
155. Oyster Renewable Energy Private Limited (formerly known as Abenergia Renewables Private Limited);
156. P R Jindal HUF;
157. Paradip East Quay Cold Terminal Private Limited;
158. Parth Jindal Family Trust;
159. Pinnacle Consolidated Private Limited;
160. PNP Maritime Services Private Limited;
161. Ponmala Multitrading Private Limited;
162. Portfolio Fashions Private Limited;
163. PRJ Family Management Company Private Limited;
164. PRJ Holdings Private Trust;
165. R House Realty Private Limited;
166. R K Jindal & Sons HUF;
167. Radius Multiventures Private Limited;
168. Realcom Reality Private Limited;
169. Reynold Traders Private Limited;
170. Rightgem Reality Private Limited;
171. Rohit Tower Building Limited;
172. Rungta House Development Private Limited;
173. S K Jindal & Sons HUF;
174. Sahyog Holdings Private Limited;
175. Sajjan Jindal Foundation;
176. Sajjan Jindal Lineage Trust;
177. Samridhi Holding Private Limited;
178. Sangita Jindal Family Trust;
179. Sapphire Airlines Private Limited;
180. Sarbloh Motors Private Limited;
181. Saubhagya Investors & Dealers Private Limited;
182. Siddeshwari Tradex Private Limited;
183. Sigma Tech Inc;
184. Sonabheel Tea Limited;

356
185. South West Mining Limited;
186. South West Port Limited;
187. Southern Bulk Terminals Private Limited;
188. South-West Mining LLC SPC;
189. Stainless Trust;
190. Strata Multiventures Private Limited;
191. Studio Momentum Private Limited;
192. Svamaan Financial Services Private Limited;
193. SWML Fujairah FZE;
194. Systran Multiventures Private Limited;
195. Tanvi Jindal Family Trust;
196. Tarini Jindal Family Trust;
197. Tasha Multitrading Private Limited;
198. TCPL Halma Private Limited;
199. TCPL Packaging Limited;
200. Templar Investment Limited;
201. Tranquil Homes & Holdings Private Limited;
202. TV Realty Private Limited;
203. Ukiyo Properties Private Limited;
204. Vinamra Consultancy Private Limited;
205. Vinamra Properties Private Limited;
206. Vipra Infraprojects Private Limited;
207. Virtuous Tradecorp Private Limited; and
208. Windsor Residency Private Limited.

357
 DIVIDEND POLICY

The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the
applicable laws including the Companies Act, 2013.

The dividend distribution policy of our Company was approved and adopted by our Board on July 27, 2024
(“Dividend Policy”).

The dividend pay-out shall be determined by our Board after taking into account a number of factors, including:
(i) internal factors such as profits earned during the year, present and future capital requirements of the existing
businesses, business acquisitions, expansion or modernization of existing businesses based on availability of
external finance and relative cost of external funds, additional investments in subsidiaries or associates or joint
ventures of the Company, restriction in loan agreement(s), any other factor as deemed fit by the Board; and (ii)
external factors such as economic and industry outlook, growth outlook, statutory or regulatory restrictions or
covenants with lenders or bond holders. Any future determination as to the declaration and payment of dividends
will be at the discretion of our Board.

Our Company has not declared any dividend on the Equity Shares of our Company in the last three Fiscals and
the period from April 1, 2024 until the date of this Draft Red Herring Prospectus #.
#
As certified by Shah Gupta & Co., Chartered Accountants, having firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.

The details of the dividend paid by our Company on the CCPS in the last three Fiscals and the period from April
1, 2024 till the date of this Draft Red Herring Prospectus are given below #:

April 1, 2024 up till

Fiscal Fiscal
Particulars the date of the Fiscal 2024
2023^ 2022^
DRHP
Number of CCPS of face value of ₹ 100 each 160,000,000 160,000,000 160,000,000 160,000,000
Face value per CCPS (₹ per share) 100.00 100.00 100.00 100.00
Interim dividend on each CCPS (₹ per share) - - - -
Final dividend on each CCPS excluding - 0.01 0.01 0.005
dividend distribution tax (₹ per share)
Aggregate dividend (₹ in million) - 1.60 1.60 0.80
Rate of dividend (%) - 0.01% 0.01% 0.005%
Dividend distribution tax (₹ in million) NA 0.20 0.20 0.10
Status of payment of Dividend NA Declared Paid Paid
not yet paid*
#
As certified by Shah Gupta & Co., Chartered Accountants, having firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
^ Dividend declared in Fiscals 2023 and 2022 were paid in the subsequent Fiscals.
*The declaration of dividend has been approved vide Board resolution dated May 21, 2024 subject to approval by our Shareholders in
forthcoming AGM.

The amount of dividend paid in the past is not necessarily indicative of the dividend policy of our Company or
dividend amounts, if any, in the future. There is no guarantee that any dividends will be declared or paid in the
future on the Equity Shares. For details of risks in relation to our capability to pay dividend, see “Risk Factors –
Our ability to pay dividends in the future will depend on our earnings, future cash flows, working capital
requirements, capital expenditures, financial condition and restrictive covenants of our financing arrangements.” on
page 74.

358
 SECTION VI – FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

[The remainder of this page has intentionally been left blank]

359
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL
INFORMATION

The Board of Directors

JSW Cement Limited
JSW Centre,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051
Maharashtra, India

Dear Sirs / Madams,

1. We have examined, as appropriate (refer paragraph 5 below), the attached Restated Consolidated
Financial Information of JSW Cement Limited (the “Company” or the “Issuer”) and its subsidiaries (the
Company and its subsidiaries together referred to as the “Group") and its associate and joint ventures,
comprising the Restated Consolidated Statements of Assets and Liabilities as at March 31, 2024, 2023
and 2022, the Restated Consolidated Statements of Profit and Loss (including other comprehensive
income) (which includes the Group’s share of loss in its associate and joint ventures), the Restated
Consolidated Statements of Cash Flows and the Restated Consolidated Statements of Changes in Equity
for the years ended March 31, 2024, 2023 and 2022, the Material Accounting Policies, and other
explanatory information (collectively, the “Restated Consolidated Financial Information”), as
approved by the Board of Directors of the Company at their meeting held on August 12, 2024 for the
purpose of inclusion in the Draft Red Herring Prospectus (the “DRHP”) to be prepared by the Company
in connection with its proposed initial public offer of equity shares (the “IPO”) prepared in terms of the
requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (the "ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (the “ICAI”), as amended from time to time (the “Guidance
Note”).

2. The Company’s management is responsible for the preparation of the Restated Consolidated Financial
Information which have been approved by the Board of Directors for the purpose of inclusion in the
DRHP to be filed with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National
Stock Exchange of India Limited (collectively, the “Stock Exchanges”) in connection with the proposed
IPO. The Restated Consolidated Financial Information have been prepared by the management of the
Company on the basis of preparation stated in note 2(I) to the Restated Consolidated Financial
Information. The respective board of directors of the companies included in the Group and its associate
and joint ventures are responsible for designing, implementing and maintaining adequate internal
control relevant to the preparation and presentation of respective restated financial information which
have been used for the purpose of preparation of these Restated Consolidated Financial Information by
the management of the Company, as aforesaid. The respective board of directors are also responsible
for identifying and ensuring that the Group / company complies with the Act, the ICDR Regulations and
the Guidance Note.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated July 25, 2024 in connection with the proposed IPO of equity shares of the
Issuer;

b) The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements
of the Code of Ethics issued by the ICAI;

360
 c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Consolidated Financial Information; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note, in connection with the IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from the
audited consolidated Ind AS financial statements of the Group and its associate and joint ventures as
at and for the years ended March 31, 2024, 2023 and 2022 prepared in accordance with the Indian
Accounting Standards (“Ind AS”), prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and the other accounting principles generally accepted in
India (the “Consolidated Ind AS Financial Statements”), which have been approved by the Board
of Directors at their meetings held on May 21, 2024, June 2, 2023 and May 4, 2022, respectively.

5. For the purpose of our examination, we have relied on:

a) Auditors’ report issued by us dated May 21, 2024 on the Consolidated Ind AS Financial Statements
of the Group and its associate and joint ventures as at and for the year ended March 31, 2024 as
referred to in paragraph 4 above.

b) Auditors’ reports issued by the previous auditors (the “Previous Auditors”) dated June 2, 2023 and
May 4, 2022 on the Consolidated Ind AS Financial Statements of the Group and its joint venture as
at and for the years ended March 31, 2023 and 2022, respectively, as referred in paragraph 4
above.

The audits of the Consolidated Ind AS Financial Statements of the Group and its joint venture as at
and for the years ended March 31, 2023 and 2022 were conducted by the Previous Auditors, and
accordingly reliance has been placed on the restated consolidated statement of assets and liabilities
and the restated consolidated statement of profit and loss (including other comprehensive income),
statement of cash flows and statement of changes in equity, the summary statement of significant
accounting policies, and other explanatory information (collectively, the “Special Purpose Restated
Consolidated Financial Information”) examined by the Previous Auditors for the said years. The
examination report included for the said years is based solely on the report submitted by the
Previous Auditors. They have also confirmed that the Special Purpose Restated Consolidated
Financial Information:

i. have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended
March 31, 2023 and 2022 to reflect the same accounting treatment as per the accounting
policies and grouping/classifications followed as at and for the year ended March 31, 2024;

ii. do not require any adjustment for modification as there is no modification in the underlying
audit reports; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

6. As indicated in our audit report referred in paragraphs 5(a):

a) we did not audit financial statements of 3 subsidiaries whose share of total assets, total revenues,
net cash inflows and Group’s share of (loss) in an associate and 2 joint ventures included in the
Consolidated Ind AS Financial Statements as at and for the year ended March 31, 2024, is tabulated
below, which have been audited by other auditors, and whose reports have been furnished to us by
the Company’s management and our opinion on the Consolidated Ind AS Financial Statements, in
so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associate
and joint ventures, is based solely on the reports of the other auditors:

361
 (Rs. in millions)
Particulars As at / for the year ended March 31,
2024
Total assets 17,742.13
Total revenue 5,446.85
Net cash inflows 210.78
Share of (loss) (820.28)

Our opinion on the Consolidated Ind AS Financial Statements is not modified in respect of these
matters.

The other auditors of the subsidiaries, an associate and a joint venture, as referred in paragraph 6(a)
above, have examined the special purpose restated financial information of such subsidiaries, an
associate and a joint venture and have confirmed that the restated financial information:

i. have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the years ended March 31, 2024 to reflect
the same accounting treatment as per the accounting policies and grouping/classifications followed
by the Group as at and for the year ended March 31, 2024, to the extent applicable;

ii. do not require any adjustment for modification as there is no modification in the underlying audit
reports; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

7. Based on examination report dated August 12, 2024 provided by the Previous Auditors, the audit reports
referred in paragraphs 5(b) above on the Consolidated Ind AS Financial Statements as at and for the
years ended March 31, 2023 and 2022, issued by the Previous Auditors included following other matters:

a) we did not audit financial statements / financial information of certain subsidiaries whose share of
total assets, total revenues, net cash inflows / (outflows) and Group’s share of (loss) in 2 joint
ventures included in the Consolidated Ind AS Financial Statements as at and for the years ended
March 31, 2023 and 2022, is tabulated below, which have been audited by other auditors, and
whose reports have been furnished to us by the Company’s management and our opinion on the
Consolidated Ind AS Financial Statements as at and for the years ended March 31, 2023 and 2022,
in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and
joint ventures, is based solely on the reports of the other auditors:
(Rs. in millions)
Particulars As at / for the year ended
March 31, 2023 March 31, 2022
No. of subsidiaries 5 3
Total assets 19,224.70 9,562.30
Total revenue 12,015.80 412.10
Net cash (outflows) / inflows (194.00) 43.10
No of Joint Ventures 2 -
Share of (loss) (186.88) -

Our opinion on the Consolidated Financial Statements is not modified in respect of this matter.

b) We also did not audit the financial statements / financial information of 1 subsidiary whose share
of total assets, total revenues, net cash (outflows) and share of (loss) in a joint venture included
in the Consolidated Ind AS Financial Statements as at and for the year ended March 31, 2022, is
tabulated below:

362
 (Rs. in millions)
Particulars As at / for the year ended March 31,
2022
Total assets 1,3516.60
Total revenue 5424.10
Net cash (outflows) (80.70)
Share of (loss) (12.55)

The financial statements / financial information of the subsidiary and a joint venture are unaudited
and are included in the Consolidated Ind AS Financial Information, is based on such unaudited
financial statements / financial information furnished to us by the management of the Company.
Our opinion on the Consolidated Ind AS Financial Statements, in so far relates as it relates to the
amounts and disclosures included in respect of the subsidiary and a joint venture are based solely
on such unaudited financial statements / financial information. In our opinion and according to the
information and explanations given to us by the Management, these financial statements / financial
information are not material to the Group.

Our opinion on the Consolidated Ind AS Financial Statements is not modified in respect of this
matter.

c) In respect of the entities mentioned in Paragraph 7(b) above, the financial statements as at and for
the year ended March 31, 2022 have been subsequently audited by the other auditors. The Previous
Auditors have mentioned the following in their examination report (Refer Note 2(I) to the Restated
Consolidated Financial Information):

“For the purpose of the Special Purpose Restated Consolidated Financial Information of Previous
Years, we have subsequently obtained the audited financial statements along with the report of the
other auditor of the joint venture for the year ended March 31, 2022, and the audited financial
statements along with the report of the other auditor of the subsidiary incorporated outside India
for the financial year ended March 31, 2022 prepared in accordance with the Ind AS prescribed
under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India. We have further audited the
conversion adjustments made by the Company’s management for the purpose of Special Purpose
Restated Consolidated Financial Information in relation to the subsidiary for the financial year ended
March 31, 2022. Our opinion in so far as it relates to the balances and affairs of such subsidiary/joint
venture incorporated outside India is based on the report issued by the other auditor and the
conversion adjustments prepared by the management and audited by us.”

d) In respect of the entities mentioned in Paragraph 7(a) and 7(c) above, the respective auditors have
examined the restated financial information of the respective entities included in these Special
Purpose Restated Consolidated Financial Information and have confirmed that the restated financial
information of the entities:

i. have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the year ended March 31,
2023 and 2022 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed by the Group as at and for the year ended March 31, 2024 to
the extent applicable;

ii. do not require any adjustment for modification as there is no modification in the underlying
audit reports; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note, as
applicable.

363
 8. Based on our examination and according to the information and explanations given to us and also as
per the reliance placed on the examination reports submitted by the other auditors and the Previous
Auditors and reports submitted by other auditors on their audit of financial statements of a joint
venture, as mentioned in paragraphs 5 and 6 above, respectively, we report that the Restated
Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2023
and 2022 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the year ended March 31, 2024, as applicable;

b) do not require any adjustment for modification as there is no modification in the underlying audit
reports referred in paragraph 5 above; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)
1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and
Other Assurance and Related Services Engagements.

10. The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the Consolidated Ind AS Financial Statements
mentioned in paragraph 5 above (except for the impact of scheme of arrangement mentioned in Note
2(I) of the Restated Consolidated Financial Information).

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us or the Previous Auditors, nor should this report be construed as a new opinion on
any of the financial statements referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with
Securities and Exchange Board of India and BSE Limited and National Stock Exchange of India Limited
in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any
other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any
liability or any duty of care for any other purpose or to any other person to whom this report is shown
or into whose hands it may come without our prior consent in writing.

For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Mehul Parekh
Partner
Membership No. 121513
UDIN: 24121513BKEPKP5958
Place: Mumbai
Date: 12th August, 2024

364
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Asset and Liabilities
All amounts are ` in millions unless otherwise stated

Particulars Note As at As at As at
No. 31st March, 2024 31st March, 2023 31st March, 2022
I ASSETS
Non-current assets
(a) Property, plant and equipment 4A 48,702.35 34,933.18 38,333.58
(b) Capital work-in-progress 4B 7,391.82 15,753.88 8,722.93
(c) Right of use assets 5 4,237.47 2,256.89 4,299.22
(d) Goodwill 6 2,169.39 2,332.28 2,332.28
(e) Intangible assets 7 6,775.94 6,925.11 763.51
(f) Intangible assets under development 7A 308.01 153.10 39.55
(g) Financial assets
(i) Investment in joint ventures and associate 8 2,154.80 2,938.17 25.35
(ii) Investments 9A 2,167.84 4,203.78 4,810.43
(iii) Loans 10 - - 200.00
(iv) Other financial assets 11 4,539.19 1,244.94 618.53
(h) Deferred tax assets(net) 12 1,028.52 826.88 518.68
(i) Income tax assets (net) 13 575.56 284.89 19.39
(j) Other non-current assets 14 6,632.33 6,761.46 5,717.61
Total non-current assets 86,683.22 78,614.56 66,401.06

Current assets
(a) Inventories 15 4,752.61 4,484.69 4,602.11
(b) Financial assets
(i) Investments 9B 3,268.00 - -
(ii) Trade receivables 16 7,828.43 7,107.88 7,662.68
(iii) Cash and cash equivalents 17 1,181.60 511.34 1,648.33
(iv) Bank balances other than (iii) above 18 1,978.20 39.00 3,900.97
(v) Loans 10 2,279.14 2,381.60 703.00
(vi) Other financial assets 11 2,117.37 4,911.89 4,235.55
(c) Other current assets 14 3,100.49 4,135.16 3,571.37
Total current assets 26,505.84 23,571.56 26,324.01
Total assets 113,189.06 102,186.12 92,725.07

II EQUITY AND LIABILITIES

Equity
(a) Equity share capital 19 9,863.52 9,863.52 9,863.52
(b) Other equity 20 14,783.29 13,057.48 11,443.01
Equity attributable to owners of the Company 24,646.81 22,921.00 21,306.53
(c) Non controlling interest (791.99) (513.57) (186.27)
Total Equity 23,854.82 22,407.43 21,120.26

365
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Asset and Liabilities
All amounts are ` in millions unless otherwise stated

Particulars Note As at As at As at
No. 31st March, 2024 31st March, 2023 31st March, 2022
Liabilities
Non current liabilities
(a) Financial liabilities
(i) Borrowings 21 41,568.62 46,455.89 40,514.87
(ii) Lease liabilities 5 3,776.70 1,978.93 4,104.25
(iii) Other financial liabilities 22 107.05 125.64 2.43
(b) Provisions 23 870.31 853.47 894.38
(c) Deferred tax liabilities (net) 12 3,805.63 2,655.11 2,253.08
Total non-current liabilities 50,128.31 52,069.04 47,769.01

Current liabilities
(a) Financial liabilities
(i) Borrowings 24 16,789.02 7,759.53 5,705.68
(ii) Lease liabilities 5 403.55 217.41 218.61
(iii) Trade payables
Total outstanding dues of micro and small
 25 378.38 404.54 335.17
enterprises

Total outstanding dues of creditors other than 25 11,844.08 10,436.57 10,492.84
micro and small enterprises
(iv) Other financial liabilities 22 8,420.29 8,038.91 5,704.51
(b) Provisions 23 11.82 1.45 2.81
(c) Other current liabilities 26 1,358.79 851.24 1,102.18
(d) Current tax liabilities (net) - - 274.00
Total current liabilities 39,205.93 27,709.65 23,835.80
Total liabilities 89,334.24 79,778.69 71,604.81
Total equity and liabilities 113,189.06 102,186.12 92,725.07

See accompanying notes to the Restated Consolidated Financial Information

In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018) Seshagiri Rao M.V.S Parth Sajjan Jindal
Chairman Managing Director
DIN: 00029136 DIN: 06404506

Mehul Parekh Nilesh Narwekar Narinder Singh Kahlon

Partner Whole-Time Director and CEO Director Finance and Commercial
DIN: 06908109 DIN: 03578016

Place: Mumbai Sneha Bindra

Date: 12th August 2024 Company Secretary

366
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Profit and Loss
All amounts are ` in millions unless otherwise stated

Particulars Note For the year ended For the year ended For the year ended
No. 31st March, 2024 31st March, 2023 31st March, 2022
I Revenue from operations 27 60,281.03 58,367.24 46,685.70
II Other income 28 864.93 1,454.85 1,949.07
III Total Income (I+II) 61,145.96 59,822.09 48,634.77
IV Expenses
Cost of raw material consumed 29 13,089.38 11,243.60 10,670.51
Purchases of stock in trade 30 226.95 4,499.98 1,533.13
Changes in inventories of finished goods, work- 31 (137.95) (73.91) (441.87)
in-progress and stock-in-trade
Employee benefits expense 32 2,993.68 2,946.28 2,446.34
Finance costs 33 4,347.05 3,102.30 3,146.00
Depreciation and amortisation expense 34 2,782.76 3,732.03 2,384.72
Power and fuel 9,903.30 10,323.52 7,591.38
Freight and handling expenses 14,371.04 14,146.74 11,071.88
Fair value loss arising from financial instruments 1,413.40 1,353.62 7.70
designated as FVTPL (net)
Expected credit loss on incentives under 547.76 - -
government schemes (refer note 3B(iv))
Other expenses 35 8,602.31 7,151.59 6,318.77
58,139.68 58,425.75 44,728.56
Less: Captive consumption of cement (57.58) (38.98) (73.67)
Total expenses (IV) 58,082.10 58,386.77 44,654.89
V Restated profit before share of profit/(loss) 3,063.86 1,435.32 3,979.88
from joint ventures and associate (III-IV)
VI Share of loss from joint ventures and associate (820.28) (186.88) (12.55)
(net)
VII Restated profit before tax (V-VI) 2,243.58 1,248.44 3,967.33
Tax expenses
Current tax 12 766.69 531.38 868.14
Deferred tax 12 856.76 (323.32) 772.70
VIII Total tax expenses 1,623.45 208.06 1,640.84
IX Restated profit for the year (VII-VIII) 620.13 1,040.38 2,326.49
X Restated other comprehensive income
A i) 
Items that will not be reclassified to profit
or loss
(a) Re-measurements of the defined (14.02) (23.01) (5.68)
benefit plans
(b) 
Equity instruments through other 757.85 (153.04) 554.72
comprehensive income
ii) 
Income tax relating to items that will not be 12 (83.52) 61.55 (191.77)
reclassified to profit or loss
Total (A) 660.31 (114.50) 357.27

367
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Profit and Loss
All amounts are ` in millions unless otherwise stated

Particulars Note For the year ended For the year ended For the year ended
No. 31st March, 2024 31st March, 2023 31st March, 2022
B i) Items that will be reclassified to profit or
loss
(a) Foreign currency translation reserve 16.16 204.28 74.61
(b) 
The effective portion of gains and loss 24.63 (175.00) 121.76
on hedging instruments
ii) Income tax relating to items that will be (8.60) - -
reclassified to profit or loss
Total (B) 32.19 29.28 196.37
Restated total other comprehensive income/ 692.50 (85.22) 553.64
(loss) (A + B)
Restated total comprehensive income/(loss) (IX 1,312.63 955.16 2,880.13
+ X)
Restated total profit /(loss) for the year
attributable to:
- owners of the Company 898.07 1,367.80 2,442.74
- Non - controlling interest (277.94) (327.42) (116.25)
Total 620.13 1,040.38 2,326.49
Restated other comprehensive income/(loss)
for the year attributable to:
- owners of the Company 692.98 (85.34) 553.33
- Non - controlling interest (0.48) 0.12 0.31
Total 692.50 (85.22) 553.64
Restated total comprehensive income/ (loss) for
the year attributable to:
- owners of the Company 1,591.05 1,282.46 2,996.07
- Non - controlling interest (278.42) (327.30) (115.94)
Total 1,312.63 955.16 2,880.13
XI Earnings per equity share (face value of ₹ 10/-
each)
- Basic (In ₹) 38(f) 0.91 1.39 2.48
- Diluted (In ₹) 0.90 1.37 2.46

See accompanying notes to the Restated Consolidated Financial Information

In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018) Seshagiri Rao M.V.S Parth Sajjan Jindal
Chairman Managing Director
DIN: 00029136 DIN: 06404506

Mehul Parekh Nilesh Narwekar Narinder Singh Kahlon

Partner Whole-Time Director and CEO Director Finance and Commercial
DIN: 06908109 DIN: 03578016

Place: Mumbai Sneha Bindra

Date: 12th August 2024 Company Secretary

368
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Changes in Equity
All amounts are ` in millions unless otherwise stated
Equity share capital (A)
Particulars Total
Restated balance as at 1st April 2021 9,863.52
Changes in equity share capital during the year -
Restated balance as at 31st March 2022 9,863.52
Changes in equity share capital during the year -
Restated balance as at 31st March 2023 9,863.52
Changes in equity share capital during the year -
Restated balance as at 31st March 2024 9,863.52

Other equity (B)

Particulars Reserve and surplus Other comprehensive income/ (loss) Attributable Non Total
Retained Equity settled Legal Foreign Equity instruments Effective to owners of controlling
earnings share based reserve currency through other portion of cash the parent interest
payment translation comprehensive flow hedge Company
reserve reserve income reserve
Balance as at 1st April, 2021 7,958.93 408.65 39.55 100.38 (159.27) 42.07 8,390.31 (70.33) 8,319.98
Restated profit for the year 2,442.74 - - - - - 2,442.74 (116.25) 2,326.49
Other comprehensive income for the year, net of income tax (3.92) - - 74.61 360.88 121.76 553.33 0.31 553.64
Recognition of share based payments - 56.63 - - - - 56.63 - 56.63
Balance at 31st March, 2022 10,397.75 465.28 39.55 174.99 201.61 163.83 11,443.01 (186.27) 11,256.74
Restated profit for the year 1,367.80 - - - - - 1,367.80 (327.42) 1,040.38
Other comprehensive income for the year, net of income tax (15.09) - - 204.28 (99.53) (175.00) (85.34) 0.12 (85.22)
Recognition of share based payments - 333.61 - - - - 333.61 - 333.61
Loss of control of subsidiary 418.82 - (39.55) (379.27) - - - - -
Dividend paid on preference shares (1.60) - - - - - (1.60) - (1.60)
Balance at 31st March, 2023 12,167.68 798.89 - - 102.08 (11.17) 13,057.48 (513.57) 12,543.91

369
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Changes in Equity
All amounts are ` in millions unless otherwise stated

Particulars Reserve and surplus Other comprehensive income/ (loss) Attributable Non Total
Retained Equity settled Legal Foreign Equity instruments Effective to owners of controlling
earnings share based reserve currency through other portion of cash the parent interest
payment translation comprehensive flow hedge Company
reserve reserve income reserve
Restated profit for the year 898.07 - - - - - 898.07 (277.94) 620.13
Recognition of share based payments - 134.76 - - - - 134.76 - 134.76
Other comprehensive income for the year, net of income tax (8.77) - - 16.16 669.56 16.03 692.98 (0.48) 692.50
Balance at 31st March, 2024 13,056.98 933.65 - 16.16 771.64 4.86 14,783.29 (791.99) 13,991.30

See accompanying notes to the Restated Consolidated Financial Information

In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018) Seshagiri Rao M.V.S Parth Sajjan Jindal
Chairman Managing Director
DIN: 00029136 DIN: 06404506

Mehul Parekh Nilesh Narwekar Narinder Singh Kahlon

Partner Whole-Time Director and CEO Director Finance and Commercial
DIN: 06908109 DIN: 03578016

Place: Mumbai Sneha Bindra

Date: 12th August 2024 Company Secretary

370
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Cash Flows
All amounts are ` in millions unless otherwise stated

Particulars For the year ended For the year ended For the year ended
31st March, 2024 31 March, 2023 31 March, 2022
A. Cash flows from operating activities:
Profit before tax 2,243.58 1,248.44 3,967.33
Adjustments for:
Depreciation and amortisation expenses 2,782.76 3,732.03 2,384.72
Deemed gain/loss on stake dilution 126.30 (554.79) -
Loss on sale of property, plant & equipment 19.82 4.78 3.22
Share of loss from joint ventures (net) 820.28 186.88 12.55
Interest income (726.53) (531.39) (513.91)
Dividend income (5.26) (4.73) (5.46)
Finance cost 4,347.05 3,102.30 3,146.00
Share based payment expense 235.04 435.47 104.90
Guarantee commission income (32.14) - -
Expected credit loss/(income) on financial assets 161.40 (78.18) (40.60)
Impairment of goodwill 162.89 - -
Unrealised exchange (gain)/loss (net) 45.63 (20.65) (2.20)
Expected credit loss on incentives under government 547.76 - -
schemes (refer note 3B(iv))
Fair value loss/(gain) arising from financial instrument 1,413.40 1,353.62 (1,289.36)
designated as FVTPL
Operating profit before working capital changes 12,141.98 8,873.78 7,767.19

Movements in Working Capital:

Increase in trade receivables (797.71) (369.74) (1,475.66)
Increase in inventories (267.92) (1,386.97) (1,109.26)
Increase in financial and other assets (361.80) (3,681.64) (3,529.39)
Increase in trade payables and other liabilities 4,419.87 4,167.03 2,428.31
Cash flow used in Operations 15,134.42 7,602.46 4,081.19
Income taxes paid (net) (1,057.36) (1,070.88) (691.06)
Net cash generated from operating activities 14,077.06 6,531.58 3,390.13

B. Cash flow from investing activities:

Purchase of property, plant and equipment and intangible (9,322.03) (16,337.34) (10,544.85)
assets (including under development and capital advances)
Proceeds from sale of property, plant and equipment - 13.22 0.08
Interest received 248.65 345.12 110.63
Investment in Joint ventures - (306.82) (67.20)
Payment made towards acquisition of subsidiaries - (6,030.00) -
amalgamated pursuant to scheme (refer note 38(j))
Investment others (64.04) - (795.00)
Bank deposits not considered as cash and cash equivalent (2,179.63) 3,861.97 (3,501.77)
(net)
Dividend income from non current investments designated at 5.26 4.73 5.46
FVTOCI

371
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Cash Flows
All amounts are ` in millions unless otherwise stated

Particulars For the year ended For the year ended For the year ended
31st March, 2024 31 March, 2023 31 March, 2022
Proceeds from sale of non-current investments - 520.00 125.00
Loan given to others - - (694.47)
Loan given to related parties repaid 113.72 - 18.34
Loan given to others repaid - - 46.55
Net cash used in investing activities (11,198.07) (17,929.12) (15,297.23)
c. Cash flow from financing activities:
Proceeds from issue of compulsory convertible preference - - 16,000.00
share
Proceeds from non-current borrowings 4,988.75 32,532.73 13,405.50
Repayment of non-current borrowings (5,084.66) (20,832.10) (8,152.52)
Proceeds/(Repayments) from current borrowings (net) 2,710.74 1,902.47 (5,721.01)
Payment for lease liabilities (321.47) (270.90) (204.90)
Interest paid (4,502.09) (2,922.19) (2,728.16)
Net cash (used)/ generated from financing activities (2,208.73) 10,410.01 12,598.91
Net (decrease)/increase in cash and cash equivalents (a+b+c) 670.26 (987.53) 691.81
Cash and cash equivalents at the beginning of the year 511.34 1,648.33 956.52
Cash and cash equivalents pursuant to scheme of amalgamation - 2.52 -
(refer note 38(j))
Cash and cash equivalents related to loss of control of subsidiary - (151.98) -
(refer note 38 (k))
Cash and cash equivalents at the end of the year 1,181.60 511.34 1,648.33

Reconciliation forming part of Restated Consolidated Statement of Cash Flows

Particulars 1st April 2023 Cash flow (net) Foreign New leases Others 31st March 2024
exchange (refer note 2)
(Gain)/Loss
Borrowings (non-current) 51,430.95 (95.91) 96.42 - 1,430.97 52,862.43
(including current maturities of
long-term borrowings included in
current borrowing of ₹ 11,293.81
millions)
Borrowings current 2,784.47 2,710.74 - - - 5,495.21
Lease liabilities (including current 2,196.34 (321.47) - 2,406.08 (100.70) 4,180.25
maturities)

Particulars 1st April 2022 Cash flow (net) Foreign New leases Others 31st March 2023
exchange (refer note 2)
(Gain)/Loss
Borrowings (non-current) 45,338.55 11,700.63 - - (5,608.23) 51,430.95
(including current maturities of
long-term borrowings included in
current borrowing of ₹ 4,975.06
millions)
Borrowings current 882.00 1,902.47 - - - 2,784.47
Lease liabilities (including current 4,322.86 (270.90) - 459.47 (2,315.09) 2,196.34
maturities)

372
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Restated Consolidated Statement of Cash Flows
All amounts are ` in millions unless otherwise stated

Particulars 1st April 2021 Cash flow (net) Foreign New leases Others 31st March 2022
exchange (refer note 2)
(Gain)/Loss
Borrowings (non-current) 25,282.92 21,252.98 - - (1,197.35) 45,338.55
(including current maturities of
long-term borrowings included in
current borrowing of ₹ 4,823.68
millions)
Borrowings current 6,603.01 (5,721.01) - - - 882.00
Lease liabilities (including current 2,056.78 (204.90) - 2,521.24 (50.26) 4,322.86
maturities)

See accompanying notes to the Restated Consolidated Financial Information

Notes:
1. 
The Restated Consolidated Statement of Cash Flows has been prepared under the” indirect method “as set out in IND AS 7 -
Statement of Cash Flows
2. Others comprises of upfront fees amortisation, fair value of (gain)/loss on Financial liability and loss of control of subsidiary

In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018) Seshagiri Rao M.V.S Parth Sajjan Jindal
Chairman Managing Director
DIN: 00029136 DIN: 06404506

Mehul Parekh Nilesh Narwekar Narinder Singh Kahlon

Partner Whole-Time Director and CEO Director Finance and Commercial
DIN: 06908109 DIN: 03578016

Place: Mumbai Sneha Bindra

Date: 12th August 2024 Company Secretary

373
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
1. Corporate Information
JSW Cement Limited is a public limited company incorporated in India on 29th March, 2006 under the Companies Act, 1956. The
registered office of the Company is JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. The Group is primarily
engaged in the business of manufacture and sale of cement, ground granulated blast furnace slag and clinker, trading of allied
products and logistic services dealing mainly in domestic transportation of goods.

The Company and its subsidiaries (collectively is referred to as “the Group”) is operating ~ 4.00 million tonne per annum grinding
unit at Vijayanagar- Karnataka, ~ 4.20 million tonne per annum cement manufacturing unit at Bilkalguduru village near Nandyal-
Andhra Pradesh, ~ 4.50 million tonne per annum grinding unit at Dolvi Maharashtra, ~ 3.60 million tonne per annum grinding
unit at Salboni village in West Bengal, ~ 1.50 million tonne per annum grinding unit at Jajpur in Odissa and ~ 0.80 million tonne
per annuam grinding unit at Salem in Tamilnadu.

The Restated Consolidated Financial Information is prepared for the Company and its subsidiaries together referred to as the
“Group”

Name of the subsidiaries Country of Proportion of ownership interest and voting Principal activity
incorporation power held by the group
As at 31st As at 31st As at 31st
March 2024 March 2023 March 2022
Shiva Cement limited India 59.32% 59.32% 59.32% Cement and cement
related products
Utkarsh Transport Private limited India 100% 100% 100% Transport service and
development of real
estate
JSW Green Cement Private Limited India 100% 100% 100% Ready mix concrete and
construction chemical
JSW Cement FZC (formerly known UAE NA NA 100% Cement and cement
as JSW Cement FZE) related products

Name of the jointly controlled Country of % of holding Principal activity

company incorporation As at 31st As at 31st As at 31st
March 2024 March 2023 March 2022
JSW One Platforms Limited India 13.68% 13.68% 15.00% E-commerce platform for
dealing in steel, cement,
paint and their allied
products and providing
management and
technical consultancy
services
JSW Cement FZC (formerly known UAE 55.05% 85.96% NA Cement and cement
as JSW Cement FZE) related products

Name of the Associate Country of % of holding Principal activity

incorporation As at 31st As at 31st As at 31st
March 2024 March 2023 March 2022
JSW Renewable Energy India 26.00% NA NA Power Generation
(Cement) Limited

374
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
2. Basis of preparation, material accounting policies
I. Basis for preparation
The Restated Consolidated Financial Information of the Company and its subsidiaries (collectively, the “Group”) comprises
of the Restated Consolidated Statements of Assets and Liabilities as at 31st March, 2024, 2023 and 2022, the Restated
Consolidated Statements of Profit and Loss (including Other Comprehensive Income) which includes the Group’s share of
loss in its associate and joint ventures, the Restated Consolidated Statements of Cash Flows and the Restated Consolidated
Statement of Changes in Equity for the years ended 31st March, 2024, 2023 and 2022 and the Summary of Material
Accounting Policies and explanatory notes (collectively, the ‘Restated Consolidated Financial Information’).

These Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose
of inclusion in the Draft Red Herring Prospectus (the “DRHP”) to be prepared by the Company in connection with its
proposed Initial Public Offer (“IPO”). The Restated Consolidated Financial Information have been prepared by the Company
in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (“the Act”);

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “ICDR Regulations”); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI), as amended (the “Guidance Note”)

These Restated Consolidated Financial Information have been compiled by the Management from the audited consolidated
Ind AS financial statements of the Group as at and for the years ended 31st March, 2024, 2023 and 2022 prepared in
accordance with the Ind AS, prescribed under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 and the other accounting principles generally accepted in India (the “Consolidated Ind AS Financial
Statements”), which have been approved by the Board of Directors at their meetings held on 21st May, 2024, 1st June, 2023
and 4th May, 2022 respectively.

During the year ended 31st March, 2024, the Company merged its wholly owned subsidiary as per the scheme of
arrangement mentioned in Note 38(j) to the Restated Consolidated Financial Information. The transaction was accounted
as common control transaction as per Appendix C of Ind AS 103 Business Combinations and the comparative financial
information as at 31st March, 2023 and for the period 10th October 2022 till 31st March, 2023 has been restated as if
the business combination had occurred from 10th October, 2022 being the date of initial acquisition (refer Note 38(j)).
Refer Note 38(q) for reconciliation of equity and total comprehensive income as per the Consolidated Ind AS Financial
Statements as at and for the year ended 31st March, 2023 and equity and total comprehensive income as per the Restated
Consolidated Financial Information.

The accounting policies have been consistently applied by the Company in preparation of the Restated Consolidated
Financial Information and are consistent with those adopted in the preparation of financial statements as at and for the
year ended 31st March, 2024.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of board meeting for adoption of the audited Consolidated Ind AS Financial Statements for the years
ended 31st March, 2024, 2023 and 2022 except for the impact of scheme of arrangement mentioned above.

The Restated Consolidated Financial Information:

a. 
have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years ended 31st March, 2023 and 2022, to reflect the
same accounting treatment as per the accounting policy and grouping/classifications followed as at and for the year
ended 31st March, 2024, as applicable;

b. do not require any adjustment for modification as there is no modification in the underlying audit reports on
Consolidated Ind AS Financial Statements.

375
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The auditor’s report dated 4th May, 2022 on the Consolidated Ind AS Financial Statements as at and for the year ended 31st
March, 2022 includes following other matter paragraph:

Other Matter:

The consolidated financial statements also include the Group’s share of net loss of ₹ 12.55 million for the year ended
31st March, 2022, as considered in the consolidated financial statements, in respect of one joint venture, whose financial
statements, other financial information have not been audited and whose unaudited financial statements, other unaudited
financial information have been furnished to us by the Management. Our opinion in so far as it relates to the amounts and
disclosures included in respect of this joint venture, and our report in terms of sub-sections (3) of Section 143 of the Act, in
so far as it relates to the aforesaid joint venture is based solely on such unaudited financial statements and other unaudited
financial information. In our opinion and according to the information and explanations given to us by the management,
these financial statements and other financial information are not material to the group.

The consolidated financial statements include a subsidiary incorporated outside India. Its unaudited standalone financial
statements are provided by the Management by translating to the Indian Accounting Standards prescribed under section
133 of the Act. The consolidated financial statements reflect total assets of ₹ 13,516.60 million as at 31st March, 2022,
total revenues of ₹ 5,424.10 million and net cash outflows amounting to ₹ 80.70 million for the year ended on that date,
as considered in the consolidated financial statements. We have relied on the standalone financial statements provided to
us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and
disclosures included in respect of this subsidiary is based on the Management certified standalone financial statements.

Our opinion is not modified in respect of these matters.

The special purpose financial statements as at and for the year ended 31st March, 2022 of the subsidiary and the joint
venture mentioned above, have been subsequently audited by other auditors who have issued their audit reports dated
16th August 2022 and 7th September 2022, respectively, which reports are unmodified.

The Restated Consolidated Financial Information do not require any adjustments for the above-mentioned Other Matter
paragraphs.

The Restated Consolidated Financial Information are presented in Indian Rupees “INR” or “₹” and all values are stated as
INR or ₹ millions, except when otherwise indicated.

II. Basis of presentation

The Restated Consolidated Financial information have been prepared on the historical cost convention, on the accrual
basis except for certain financial instruments measured at fair values at the end of each reporting year, as explained in the
accounting policies below, and acquisition of subsidiaries where assets and liabilities are measured at fair values as at the
date of acquisition in accordance with Ind AS 103.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the
characteristics of the asset or liability if market participants would take those characteristics into account when pricing
the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these Restated
Consolidated Financial Information is determined on such a basis, except for share-based payment transactions that are
within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 116, fair value of plan assets within
scope the of Ind AS 19 and measurements that have some similarities to fair value but are not fair value, such as net
realisable value in Ind AS 2 or value in use in Ind AS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurements in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
• L evel 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or
liability, either directly or indirectly; and

376
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
• Level 3 inputs are unobservable inputs for the asset or liability.

Current and non-current classification

The Group presents assets and liabilities in the Restated Consolidated Statement of Assets and Liabilities based on current
/ non-current classification:

An asset is classified as current when it satisfies any of the following criteria:

• It is expected to be realised in or is intended for sale or consumption in, the Group’s normal operating cycle. it is held
primarily for the purpose of being traded;

• It is expected to be realised within 12 months after the reporting date; or

•  is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12
It
months after the reporting date.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

• It is expected to be settled in the Group’s normal operating cycle;

• It is held primarily for the purpose of being traded;

•  is due to be settled within 12 months after the reporting date; or the Group does not have an unconditional right to
It
defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the
option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents. The Group has identified twelve months as its operating cycle.

Deferred tax assets and liabilities are classified as non- current only.

III. Basis of Consolidation

The Restated Consolidated Financial information incorporate the Financial Statements of the Company and entities
controlled by the Company and its subsidiaries. Control is achieved where the Company:

• has power over the investee

• is exposed to, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns

The Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control listed above. When the Company has less than majority of the voting rights of
an investee, it has power over the investee when the voting is sufficient to give it the practical ability to direct the relevant
activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or
not the Company’s voting rights in an investee are sufficient to give it power, including;

• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote
holders;

• potential voting rights held by the Company, other vote holders or other parties;

• rights arising from other contractual arrangements; and

377
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
• a ny additional facts and circumstances that indicate that the Company has, or does not have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous
shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year
are included in the Restated Consolidated Statement of Profit or Loss and Other Comprehensive Income from the date the
Company gains control until the date when the Company ceases to control the subsidiary.

Consolidation Procedure
•  ombine like items of assets, liabilities, equity, income, expense and cash flows of the parent with those of its
C
subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and
liabilities recognised in the Restated Consolidated Financial Information at the acquisition date.

• Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and parent’s portion of equity of
each subsidiary. Business combination policy explains how to account for any related goodwill.

• E liminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets,
such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires
recognition in the Restated Consolidated Financial Information. Ind AS 12 Income Taxes applies to temporary
differences that arise from the elimination of profits and losses resulting from intragroup transactions.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and
to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s interest in subsidiaries that do not result in a loss of control are accounted as equity transactions.
The carrying amount of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in
their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners
of the Company.

In case of loss of control of a subsidiary, any excess of fair value of consideration received over carrying amount of the assets
(including any goodwill) and liabilities of the subsidiary, is recognised as gain or loss in Restated Consolidated Statement
of Profit and Loss. Additionally, components of Other Comprehensive Income of Subsidiaries are reclassified to Restated
Consolidated Statement of Profit and Loss or transferred directly to retained earnings.

When necessary, adjustments are made to the Financial Statements of subsidiaries to bring their accounting policies in line
with the Group’s accounting policies.

IV. Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets
transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests
issued by the Group in exchange for control of the acquiree. For this purpose, the liabilities assumed include contingent
liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact
that outflow of resources embodying economic benefits is not probable. Acquisition-related costs are generally recognised
in Restated Consolidated Statement of Profit and Loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the
acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and
measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively;

378
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with Ind AS 102 Share-based Payments at the acquisition date; and

• a ssets (or disposal Groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held
for Sale and Discontinued Operations are measured in accordance with that Standard.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the
acquisition date.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of
the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the
entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis
is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when
applicable, on the basis specified in another Ind AS.

When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured
to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is
recognised in the Restated Consolidated Statement of Profit and Loss.

If the initial accounting for a business combination is incomplete by the end of the financial year, the provisional amounts
for which the accounting is incomplete shall be disclosed in the Financial Statements and provisional amounts recognised
at the acquisition date shall be retrospectively adjusted during the measurement period. During the measurement period,
the group shall also recognise additional assets or liabilities if the new information is obtained about facts and circumstances
that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as
of that date. However, the measurement period shall not exceed the period of one year from the acquisition date.

Business combinations involving entities or businesses under common control shall be accounted for using the pooling of
interest method.

V. Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business
less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or Groups of
cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when
there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its
carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment
loss for goodwill is recognised directly in the Restated Consolidated Statement of Profit and Loss. An impairment loss
recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of
the profit or loss on disposal.

VI. Investment in associates and joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists
only when decisions about the relevant activities require unanimous consent of the parties sharing control.

379
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The results and assets and liabilities of joint ventures are incorporated in these Restated Consolidated Financial Information
using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in
which case it is accounted for in accordance with Ind AS 105 – Non-current Assets Held for Sale and Discontinued Operations.
Under the equity method, an investment in a joint venture is initially recognised in the Consolidated Statement of financial
position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive
income of the joint venture. When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint
venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint
venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent
that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

An investment in a joint venture is accounted for using the equity method from the date on which the investee becomes
a joint venture. On acquisition of the investment in a joint venture, any excess of the cost of the investment over the
Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which
is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the
identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in Restated
Consolidated Statement of Profit and Loss in the period in which the investment is acquired.

After application of the equity method of accounting, the Group determines whether there is any objective evidence of
impairment as a result of one or more events that occurred after the initial recognition of the net investment in a joint
venture and that event (or events) has an impact on the estimated future cash flows from the net investment that can be
reliably estimated. If there exists such an objective evidence of impairment, then it is necessary to recognise impairment
loss with respect to the Group’s investment in a joint venture.

The Group discontinues the use of the equity method from the date when the investment ceases to be a joint venture, or
when the investment is classified as held for sale.

When a group entity transacts with a joint venture of the Group, profits and losses resulting from the transactions with the
joint venture are recognised in the Group’s Restated Consolidated Financial Information only to the extent of interests in
joint venture that are not related to the Group.

VII. Revenue Recognition

Sale of goods
The Group recognises revenue when control over the promised goods or services is transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

The Group has generally concluded that it is the principal in its revenue arrangements as it typically controls the goods or
services before transferring them to the customer.

Revenue is adjusted for variable consideration such as discounts, rebates, refunds, credits, price concessions, incentives,
or other similar items in a contract when they are highly probable to be provided. The amount of revenue excludes any
amount collected on behalf of third parties.

The Group recognises revenue generally at the point in time when the products are delivered to customer or when it is
delivered to a carrier for export sale, which is when the control over product is transferred to the customer.

Sale of Flats
Group applies Ind AS 115 “Revenue from Contracts with Customers” for recognition of revenue from sale of residential
estate which is being recognised at a point in time upon the Group satisfying its performance obligation and the control of
the underlying asset gets transferred to the customer which is linked to the application and receipt of occupancy certificate.

The Group has applied five step model as set out in Ind AS 115 to recognise revenue in this Financial Statements. The Group
satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:

a.  customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group
The
performs; or

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
b. The Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced;
or

c. The Group’s performance does not create an asset with an alternative use to the Group and the entity has an
enforceable right to payment for performance completed to date.

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at
which the performance obligation is satisfied.

The Group has determined that the terms of the contract with customers does not meet the criteria to recognise revenue
over a period of time. Revenue is recognised at point of time in time with respect to contracts for sale of residential units
and as and when the control is passed on to the customers which is linked to the application and receipt of occupancy
certificate.

Contract Balances
• Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the
Group performs by transferring goods or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognised for the earned consideration.

• Trade receivable
 receivable is recognised when the goods are delivered and to the extent that it has an unconditional contractual
A
right to receive cash or other financial assets (i.e. only the passage of time is required before payment of the
consideration is due).


Trade receivables is derecognised when the Group transfers substantially all the risks and rewards of ownership of the
asset to another party including discounting of bills on a non-recourse basis.

• Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the
Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the
payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under
the contract including Advance received from Customer.

• Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer
and is measured at the amount the Group ultimately expects it will have to return to the customer including volume
rebates and discounts. The Group updates its estimates of refund liabilities at the end of each reporting period.

Dividend and interest income:

Dividend income from investments is recognised when the shareholder’s right to receive payment has been established
(provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured
reliably).

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

VIII. Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Group as lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are
classified as operating leases.

Rental income arising is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating
and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term
on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Group as lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases
of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the
right to use the underlying assets.

Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of
the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated
useful life and the lease term is as follows.

Sr. No. Class of assets Years

1 Leasehold land 5-99 Years
2 Building 2-10 Years
3 Plant and Machinery 9-25 Years

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset. Right-of-use assets are subject to
impairment test.

The Group accounts for sale and lease back transaction, recognising right-of-use assets and lease liability, measured in
the same way as other right-of use assets and lease liability. Gain or loss on the sale transaction is recognised in Restated
Consolidated Statement of Profit and Loss.

Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees.

The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which
the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date,
the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term,
a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to
determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease
term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases that are considered of low value (such as tablets, computers, small items

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
of office furniture and telephones). Lease payments on short-term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.

IX. Foreign Currencies

The functional currency of the Company and its subsidiaries is determined on the basis of the primary economic
environment in which it operates. The functional currency of the Group is Indian Rupee (INR).

In preparing the Financial Statements of each individual Group entity, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing
at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the
rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in Restated Consolidated Statement of Profit and Loss in the year
in which they arise except for:

• exchange differences on foreign currency borrowings relating to assets under construction for future productive use,
which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those
foreign currency borrowings;

• e xchange differences on transactions entered into in order to hedge certain foreign currency risks (see below the
policy on hedge accounting in 2 (XX)(C)(c);

• e xchange differences on monetary items receivable from or payable to a foreign operation for which settlement is
neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are
recognised initially in other comprehensive income and reclassified from equity to Restated Consolidated Statement
of Profit and Loss on repayment of the monetary items; and

For the purposes of presenting these Restated Consolidated Financial Information, the assets and liabilities of the Group’s
foreign operations are translated into INR using exchange rates prevailing at the end of each reporting period. Income and
expense items are translated at the average exchange rates for the period, unless exchange rate fluctuate significantly
during the period, in which case the exchange rates at the dates of the transaction are used. Exchange difference arising,
if any, are recognised in Consolidated other comprehensive income and accumulated in equity (and attributed to non-
controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, a disposal
involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint
arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset),
the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company
are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group
losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-
controlling interests and are not recognised in profit or loss. For all other partial disposal (i.e. partial disposals of associates
or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share
of the accumulated exchange differences is reclassified to profit or loss.

Goodwill, capital reserve on bargain purchase and fair value adjustments to identifiable assets acquired and liabilities
assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and
translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are
recognised in other comprehensive income.

X. Borrowing Costs
Borrowing costs directly attributable to the acquisition and construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of
those assets, until such time as the assets are substantially ready for their intended use or sale.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
All other borrowing costs are recognised in the Restated Consolidated Statement of Profit and Loss in the year in which
they are incurred.

The Group determines the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on
that borrowing during the year less any interest income earned on temporary investment of specific borrowings pending
their expenditure on qualifying assets, to the extent that an entity borrows funds specifically for the purpose of obtaining a
qualifying asset. In case if the Group borrows generally and uses the funds for obtaining a qualifying asset, borrowing costs
eligible for capitalisation are determined by applying a capitalisation rate to the expenditures on that asset.

Borrowing cost includes exchange difference arising from foreign currency borrowings to the extent they are regarded as
an adjustment to finance cost.

XI. Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions
attached to them and that the grants will be received.

Government grants are recognised in the Restated Consolidated Statement of Profit and Loss on a systematic basis over
the years in which the Group recognises as expenses the related costs for which the grants are intended to compensate or
when performance obligations are met.

The benefit of a government loan at a below-market rate of interest and effect of this favourable interest is treated as
a government grant. The Loan or assistance is initially recognised at fair value and the government grant is measured
as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates
and recognised to the Restated Consolidated Statement of Profit and Loss immediately on fulfilment of the performance
obligations. The loan is subsequently measured as per the accounting policy applicable to financial liabilities.

XII. Employee Benefits

Retirement benefit costs and termination benefits
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered
service entitling them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit
method, with actuarial valuations being carried out at the end of each annual reporting year. Re-measurement, comprising
actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets
(excluding interest), is reflected immediately in the Restated Consolidated Statement of Assets and Liabilities with a charge
or credit recognised in other comprehensive income in the year in which they occur. Re-measurement recognised in other
comprehensive income is reflected immediately in retained earnings and will not be reclassified to Restated Consolidated
Statement of Profit and Loss. Past service cost is recognised in Restated Consolidated Statement of Profit and Loss in the
year of a plan amendment or when the Group recongnises corresponding restructuring cost whichever is earlier. Net
interest is calculated by applying the discount rate to the net defined benefit liability or asset. Defined benefit costs are
categorised as follows:

• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements);

• net interest expense or income; and

• re-measurement

The Group presents the first two components of defined benefit costs in Restated Consolidated Statement of Profit and
Loss in the line item ‘Employee benefits expenses’. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognised in the Restated Consolidated Statement of Assets and Liabilities represents
the actual deficit or surplus in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited
to the present value of any economic benefits available in the form of refunds from the plans or reductions in future
contributions to the plans.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the
termination benefit and when the entity recognises any related restructuring costs.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick/
contingency leave in the year the related service is rendered at the undiscounted amount of the benefits expected to be
paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits, are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated
future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting
date.

XIII. Share based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-
based transactions are set out in note 38(c).

The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight line basis
over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding
increase in equity. At the end of each reporting year, the Group revises its estimate of the number of equity instruments
expected to vest. The impact of the revision of the original estimates, if any, is recognised in Restated Consolidated Statement
of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the
equity-settled employee benefits reserve.

The Group has created an Employee Welfare Trust for providing share-based payment to its employees. The Group uses
the Trust as a vehicle for distributing shares to employees under the employee remuneration schemes.

XIV. Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax
Current tax is the amount of expected tax payable based on the taxable profit for the year as determined in accordance
with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable tax laws in the countries
where the Group operates and generates taxable income.

Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Restated
Consolidated Financial Information and the corresponding tax bases used in the computation of taxable profit. Deferred
tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible
temporary differences to the extent that it is probable that taxable profits will be available against which those deductible
temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference
arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries
and interest in Joint ventures except where the group is able to control the reversal of the temporary difference and
it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only recognised to the extent that it
is probable that there will be sufficient taxable profits against which to utilise the benefit of the temporary differences and
they are expected to reverse in the foreseeable future.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The carrying amount of deferred tax assets is reviewed at the end of each reporting year and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of
adjustment to future income tax liability, is considered as a deferred tax asset if there is convincing evidence that the Group
will pay normal income tax. Accordingly, MAT is recognised as an asset in the Restated Consolidated Statement of Assets
and Liabilities when it is probable that future economic benefit associated with it will flow to the Group.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability
is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the reporting year.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Current and deferred tax for the year

Current and deferred tax are recognised in Restated Consolidated Statement of Profit and Loss, except when they are
related to items that are recognised in consolidated other comprehensive income or directly in equity, in which case, the
current and deferred tax are also recognised in consolidated other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included
in the accounting for the business combination.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the
relevant entity intends to settle its current tax assets and liabilities on a net basis.

XV. Property, Plant and Equipment

The cost of property, plant and equipment comprises its purchase price net of any trade discounts and rebates, any import
duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable
expenditure on making the asset ready for its intended use, including relevant borrowing costs for qualifying assets and
any expected costs of decommissioning. Expenditure incurred after the property, plant and equipment has put into the
operation, such as repairs and maintenance, are charged to Restated Consolidated Statement of Profit and Loss in the year
in which cost are incurred. Major shutdown and overhaul expenditure is capitalised as the activity undertaken improves
the economic benefit expected to arise from the assets.

Spares parts, servicing equipment and standby equipment which can be used only in connection with a particular Plant
& Equipment of the Group and their use is expected to be irregular, are capitalised at cost. An item of property, plant and
equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued
use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in
Restated Consolidated Statement of Profit and Loss.

Assets in the course of construction are capitalised in the assets under Capital work in progress. At the point when an
asset is operating at management’s intended use, the cost of construction is transferred to the appropriate category of
property, plant and equipment and depreciation commences. Costs associated with the commissioning of an asset and any
obligatory decommissioning costs are capitalised where the asset is available for use but incapable of operating at normal
levels, revenue (net of cost) generated from production during the trial period is capitalised.

Property, plant and equipment except freehold land held for use in the production, supply or administrative purposes,
are stated in the Restated Consolidated Statement of Assets and Liabilities at cost less accumulated depreciation and
accumulated impairment losses, if any.

The Group has elected to continue with the carrying value for all of its property, plant and equipment as recognised in the
Financial Statements on transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the
date of transition.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual
value. Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using straight-line method as per the useful life prescribed in
Schedule II to the Companies Act, 2013 except in respect of following categories of assets located in India, in whose case
the life of the assets has been assessed as under based on technical advice, taking into account the nature of the asset, the
estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological
changes, manufacturers warranties and maintenance support etc.

Estimated useful lives of the assets are as follows:

Sr. No. Class of Property, plant and equipment Useful life of assets in years
1 Plant and Machinery 3 to 65 years
2 Factory Building 3 to 65 years
3 Non-Factory Building 3 to 65 years

When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them
separately based on their specific useful lives.

Major overhaul costs are depreciated over the estimated life of the economic benefit derived from the overhaul. The
carrying amount of the remaining previous overhaul cost is charged to the Restated Consolidated Statement of Profit and
Loss if the next overhaul is undertaken earlier than the previously estimated life of the economic benefit.

Freehold lands are not depreciated.

Expense Incurred for improvement of leasehold assets which are expected to have future economic benefit are capitalised
and amortise over the term of the lease.

Capital assets whose ownership does not vest with the Group are amortised based on the estimated useful life as follows:

Sr. No. Class of Property, plant and equipment Useful life of assets in years
1 Switching substation 35 years
2 Railway Siding 15 years
3 Road 25 years
4 Leasehold improvement 3 – 10 years

The Group reviews the residual value, useful lives and depreciation method annually and, if expectations differ from
previous estimates, the change is accounted for as a change in accounting estimate on a prospective basis.

XVI. Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried
at cost less any accumulated amortisation and accumulated impairment losses.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation
and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives.
The estimated useful life and amortisation method are reviewed at the end of each reporting year, with the effect of any
changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are
acquired separately are carried at cost less accumulated impairment losses.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Useful lives of intangible Assets
Estimated useful lives of the intangible assets are as follows.

Sr. No. Nature of Assets Useful life of assets

1 Software 3 years

Mining assets are amortised using unit of production method over the entire lease term.

The Group has elected to continue with carrying value of all its intangible assets recognised as on transition date, measured
as per the previous GAAP and use that carrying value as its deemed cost as of transition date.

Mining Assets
Acquisition Costs
The cost of Mining Assets capitalised includes costs associated with acquisition of licenses and rights to explore, stamp
duty, registration fees and other such costs.

Bid premium and royalties payable with respect to mining operations is contractual obligation. The said obligations are
variable and linked to market prices. The Group has accounted for the same as expenditure on accrual basis as and when
related liability arises as per respective agreements/ statute.

Exploration and evaluation

Exploration and evaluation expenditure incurred after obtaining the mining right or the legal right to explore are capitalised
as exploration and evaluation assets (intangible assets) and stated at cost less impairment. Exploration and evaluation
assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and
evaluation asset may exceed its recoverable amount.

The Group measures its exploration and evaluation assets at cost and classifies as Property, plant and equipment or
intangible assets according to the nature of the assets acquired and applies the classification consistently. To the extent
that tangible asset is consumed in developing an intangible asset, the amount reflecting that consumption is capitalised as
a part of the cost of the intangible asset.

Exploration expenditure includes all direct and allocated indirect expenditure associated with finding specific mineral
resources which includes depreciation and applicable operating costs of related support equipment and facilities and
other costs of exploration activities:

General exploration costs - costs of surveys and studies, rights of access to properties to conduct those studies (e.g., costs
incurred for environment clearance, defense clearance, etc.), and salaries and other expenses of geologists, geophysical
crews and other personnel conducting those studies.

Costs of exploration drilling and equipping exploration - Expenditure incurred on the acquisition of a license interest is
initially capitalised on a licenseby-license basis. Costs are held, undepleted, within exploration and evaluation assets until
such time as the exploration phase on the license area is complete or commercial reserves have been discovered.

Stripping cost

Developmental stripping costs in order to obtain access to quantities of mineral reserves that will be mined in future
periods are capitalised as part of mining assets. Capitalisation of developmental stripping costs ends when the commercial
production of the mineral reserves begins.

Production stripping costs are incurred to extract the mineral in the form of inventories and/or to improve access to an
additional component of a mineral body or deeper levels of material. Production stripping costs are accounted for as
inventories to the extent the benefit from production stripping activity is realised in the form of inventories.

Other production stripping cost incurred are expensed in the Restated Consolidated Statement of Profit and Loss.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Developmental stripping costs are presented within mining assets. After initial recognition, stripping activity assets are
carried at cost less accumulated amortisation and impairment. The expected useful life of the identified component of the
mineral body is used to depreciate or amortise the stripping asset.

Mine restoration, rehabilitation and environmental costs:

Provision is made for costs associated with restoration and rehabilitation of mining sites as soon as the obligation to incur
such costs arises. Such restoration and closure costs are typical of extractive industries and they are normally incurred at the
end of the life of the mine. The costs are estimated on the basis of mine closure plans and the estimated discounted costs
of dismantling and removing these facilities and the costs of restoration are capitalised. The provision for decommissioning
assets is based on the current estimates of the costs for removing and decommissioning production facilities, the forecast
timing of settlement of decommissioning liabilities and the appropriate discount rate. A corresponding provision is created
on the liability side. The capitalised asset is charged to Restated Consolidated Statement of Profit and Loss over the life of
the asset through amortisation over the life of the operation and the provision is increased each period via unwinding the
discount on the provision. Management estimates are based on local legislation and/or other agreements are reviewed
periodically.

The actual costs and cash outflows may differ from estimates because of changes in laws and regulations, changes in prices,
analysis of site conditions and changes in restoration technology. Details of such provisions are set out in note 23.

XVII. Impairment of Non-financial assets

At the end of each reporting year, the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is
not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest
Group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at
least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised
immediately in the Restated Consolidated Statement of Profit and Loss.

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated in order to
determine the extent of the impairment loss, if any.

XVIII. Inventories
Inventories are stated at the lower of cost and net realisable value.

Cost of raw materials include cost of purchase and other costs incurred in bringing the inventories to their present location
and condition. Cost of semi-finished /finished goods and work in progress include cost of direct materials and labor and
a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Cost of
traded goods include purchase cost and inward freight.

Costs of inventories are determined on weighted average basis. Net realisable value represents the estimated selling price
for inventories less all estimated costs of completion and costs necessary to make the sale.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
XIX. Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive), as a result of past events, and
it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those
cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.

Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as provisions. However, before a
separate provision for an onerous contract is established, the Group recognises any write down that has occurred on
assets dedicated to that contract. An onerous contract is considered to exist where the Group has a contract under which
the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received
from the contract. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is
the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling
a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs
directly related to contract activities).

XX. Financial Instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the
instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair
value through Restated Consolidated Statement of Profit and Loss (FVTPL)) are added to or deducted from the fair value
of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to
the acquisition of financial assets or financial liabilities at fair value through profit and loss are recognised immediately in
Restated Consolidated Statement of Profit and Loss.

A. Financial assets
a) Recognition and initial measurement
 financial asset is initially recognised at fair value and, for an item not at FVTPL, transaction costs that are directly
A
attributable to its acquisition or issue. Purchases and sales of financial assets are recognised on the trade date, which
is the date on which the Group becomes a party to the contractual provisions of the instrument.

b) Classification of financial assets


Financial assets are classified, at initial recognition and subsequently measured at amortised cost. fair value through
other comprehensive income (OCI) and fair value through profit and loss.

 financial asset is measured at amortised cost if it meets both of the following conditions and is not designated at
A
FVTPL:

• T he asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

 debt instrument is classified as FVTOCI only if it meets both of the following conditions and is not recognised at
A
FVTPL;

• T he asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and

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JSW CEMENT LIMITED
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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
• T he contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at
fair value. Fair value movements are recognised in the Consolidated Other Comprehensive Income (OCI). However,
the Group recognises interest income, impairment losses & reversals and foreign exchange gain or loss in the
Restated Consolidated Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously
recognised in Consolidated OCI is reclassified from the equity to Restated Consolidated Statement of Profit and Loss.
Interest earned while holding FVTOCI debt instrument is reported as interest income using the EIR method.

 equity investments in scope of Ind AS 109 are measured at fair value. For all other equity instruments, the Group
All
may make an irrevocable election to present in Consolidated other comprehensive income subsequent changes in
the fair value. The Group makes such election on an instrument-by-instrument basis. The classification is made on
initial recognition and is irrevocable. The equity instruments which are strategic investments and held for long term
purposes are classified as FVTOCI.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is no recycling of the amounts from Consolidated OCI to
Restated Consolidated Statement of Profit and Loss, even on sale of investment. However, the Group may transfer
the cumulative gain or loss within equity.


Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the
Restated Consolidated Statement of Profit and Loss.

All other financial assets are classified as measured at FVTPL.

 addition, on initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the
In
requirements to be measured at amortised cost or at FVTOCI as at FVTPL if doing so eliminates or significantly reduces
and accounting mismatch that would otherwise arise.


Financial assets at FVTPL are measured at fair value at the end of each reporting year, with any gains and losses arising
on remeasurement recognised in Restated Consolidated Statement of Profit and Loss. The net gain or loss recognised
in Restated Consolidated Statement of Profit and Loss incorporates any dividend or interest earned on the financial
asset and is included in the ‘other income’ line item. Dividend on financial assets at FVTPL is recognised when:

• The Group’s right to receive the dividends is established,

• It is probable that the economic benefits associated with the dividends will flow to the entity,

• T he dividend does not represent a recovery of part of cost of the investment and the amount of dividend can
be measured reliably.

c) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when
it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

d) Impairment
The Group applies the expected credit loss model for recognising impairment loss on financial assets measured at
amortised cost, debt instruments at FVTOCI, lease receivables, trade receivables, other contractual rights to receive
cash or other financial asset, and financial guarantees not designated as at FVTPL.

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the
weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with
the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at the original
effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial
assets). The Group estimates cash flows by considering all contractual terms of the financial instrument (for example,
prepayment, extension, call and similar options) through the expected life of that financial instrument.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected
credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the
credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures
the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month
expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls
that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that
are predicted over the next 12 months.

 the Group measured loss allowance for a financial instrument at lifetime expected credit loss model in the previous
If
year, but determines at the end of a reporting year that the credit risk has not increased significantly since initial
recognition due to improvement in credit quality as compared to the previous year, the Group again measures the
loss allowance based on 12-month expected credit losses.

When making the assessment of whether there has been a significant increase in credit risk since initial recognition,
the Group uses the change in the risk of a default occurring over the expected life of the financial instrument instead
of the change in the amount of expected credit losses. To make that assessment, the Group compares the risk of
a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the
financial instrument as at the date of initial recognition and considers reasonable and supportable information, that
is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

 trade receivables or any contractual right to receive cash or another financial asset that result from transactions
For
that are within the scope of Ind AS 11 and Ind AS 18, the Group always measures the loss allowance at an amount
equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has
used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based
on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking
information.

The impairment requirements for the recognition and measurement of a loss allowance are equally applied to debt
instruments at FVTOCI except that the loss allowance is recognised in Restated Consolidated other comprehensive
income and is not reduced from the carrying amount in the Restated Consolidated Statement of Assets and Liabilities.

The Group has performed sensitivity analysis on the assumptions used and based on current indicators of future
economic conditions, the Group expects to recover the carrying amount of these assets.

e) Effective interest method


The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating
interest income over the relevant year. The effective interest rate is the rate that exactly discounts estimated future
cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where
appropriate, a shorter year, to the net carrying amount on initial recognition.


Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as
at FVTPL. Interest income is recognised in Restated Consolidated Statement of Profit and Loss and is included in the
‘Other income’ line item.

B. Financial liabilities and equity instruments

a) Classification as debt or equity
Debt and equity instruments issued by a Group are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

b) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue
costs.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Repurchase of the Group’s own equity instruments is recognised and deducted directly in equity. No gain or loss is
recognised in Restated Consolidated Statement of Profit and Loss on the purchase, sale, issue or cancellation of the
Group’s own equity instruments.

c) Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities.

Financial liabilities at FVTPL:


Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as
at FVTPL.

A financial liability is classified as held for trading if:

• It has been incurred principally for the purpose of repurchasing it in the near term; or

• o
 n initial recognition it is part of a portfolio of identified financial instruments that the Group manages together
and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition
if:

• s uch designation eliminates or significantly reduces a measurement or recognition inconsistency that would
otherwise arise;

• t he financial liability forms part of a Group of financial assets or financial liabilities or both, which is managed and
its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management
or investment strategy, and information about the Grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire
combined contract to be designated as at FVTPL in accordance with Ind AS 109.


Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised
in Restated Consolidated Statement of Profit and Loss. The net gain or loss recognised in Restated Consolidated
Statement of Profit and Loss incorporates any interest paid on the financial liability and is included Restated
Consolidated Statement of Profit and Loss. For Liabilities designated as FVTPL, fair value gains/losses attributable to
changes in own credit risk are recognised in OCI.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they
expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable is recognised in Restated Consolidated Statement of Profit and Loss.

Other financial liabilities:

The Group enters into deferred payment arrangements (acceptances) whereby overseas lenders such as banks and other
financial institutions make payments to supplier’s banks for import of raw materials and property, plant and equipment.
The banks and financial institutions are subsequently repaid by the Group at a later date providing working capital benefits.
These arrangements are in nature of credit extended in normal operating cycle and these arrangements for raw materials
are recognised as part of trade payables and the arrangements for property, plant and equipment are recognised as
other financial liabilities. Interest borne by the Group on such arrangements is accounted as finance cost. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities:

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or
have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for
as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial
modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial
liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable is recognised in Restated Consolidated Statement of Profit and Loss.

C. Derivative instrument and hedge accounting

a) Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate, commodity
price and foreign exchange rate risks, including foreign exchange forward contracts, commodity forward contracts,
interest rate swaps and cross currency swaps.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are
subsequently remeasured to their fair value at the end of each reporting year. The resulting gain or loss is recognised
in Restated Consolidated Statement of Profit and Loss immediately unless the derivative is designated and effective
as a hedging instrument, in which event the timing of the recognition in Restated Consolidated Statement of Profit
and Loss depends on the nature of the hedge item.

b) Embedded derivatives
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host
contract – with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-
alone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by
the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign
exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of a non-
financial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is either
a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or
a reclassification of a financial asset out of the fair value through profit and loss.

If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the Group does not
separate embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the
entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and
recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts
and the host contracts are not held for trading or designated at fair value though profit and loss. These embedded
derivatives are measured at fair value with changes in fair value recognised in profit and loss, unless designated as
effective hedging instruments.

c) Hedge accounting
The Group designates certain hedging instruments, which include derivatives, embedded derivatives and non-
derivatives in respect of foreign currency, interest rate and commodity risk, as either cash flow hedge, fair value
hedge. Hedges of foreign currency risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument
and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge
transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the
hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable
to hedged risk.

(i) Fair value hedges

Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in
the Restated Consolidated Statement of Profit and Loss immediately, together with any changes in the fair value of
the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the designated
portion of hedging instrument and the change in the hedged item attributable to hedged risk are recognised in
Restated Consolidated Statement of Profit and Loss in the line item relating to the hedged item.

The Group designates only the spot component for derivative instruments in fair value Hedging relationship. The
Group defers changes in the forward element of such instruments in hedging reserve and the same is amortised over
the period of the contract.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
When the Group designates only the intrinsic value of the option as the hedging instrument, it accounts for the
changes in the time value in OCI. This amount is being removed from OCI and recognised in Restated Consolidated
Statement of Profit and Loss, either over the period of the hedge if the hedge is time related, or when the hedged
transaction affects Restated Consolidated Statement of Profit and Loss if the hedge is transaction related.


Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when
it no longer qualifies for hedge accounting. For fair value hedges relating to items carried at amortised cost, the fair
value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit and
loss from that date.

(ii) Cash flow hedges


The effective portion of changes in fair value of derivatives and non-derivatives that are designated and qualify as
cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow
hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in Restated Consolidated
Statement of Profit and Loss.


Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective
portion as described above are reclassified to profit and loss in the years when the hedged item affects profit and
loss, in the same line as the recognised hedged item. However, when the hedged forecast transaction results in the
recognition of a non-financial asset or a non-financial liability, such gains or losses are transferred from equity (but
not as a reclassification adjustment) and included in the initial measurement of the cost of the non-financial asset or
non-financial liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or
when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and
accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately
recognised in profit and loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated
in equity is recognised immediately in profit and loss.

(iii) Hedges of net investments in a foreign operation


Hedges of net investments in a foreign operation, including a hedge of a monetary item that is accounted for as part of
the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging instrument
relating to the effective portion of the hedge are recognised in other comprehensive income and accumulated
under the heading of foreign currency translation reserve. The gains or losses relating to the ineffective portion are
recognised immediately in the profit or loss.


Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign
currency translation reserve are reclassified to Restated Consolidated Statement of Profit and Loss on the disposal of
the foreign operation.

XXI. Cash and cash equivalents:

Cash and cash equivalent in the Restated Consolidated Statement of Assets and Liabilities comprise cash at banks and on
hand and short-term deposits with an original maturity of three months or less, which are subject to insignificant risk of
changes in value.

For the purpose of the Restated Consolidated Statement of Cash Flows, cash and cash equivalent consists of cash and short
term deposits, as defined above.

XXII. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker.

The Board of directors of the Group has been identified as the Chief Operating Decision Maker which reviews and assesses
the financial performance and makes the strategic decisions.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
XXIII. Earnings Per Share
Basic Earnings per share is computed by dividing the net profit or loss after tax for the year attributable to the equity
shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number
of equity shares outstanding during the year is adjusted for treasury shares, bonus issue, bonus element in a rights issue
to existing shareholders, share split and reverse share split (consolidation of shares).

Diluted Earnings per share is computed by dividing the net profit or loss for the year by the weighted average number of
equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except where
the results are anti-dilutive by the weighted average number of equity shares considered for deriving basic earnings per
share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive
potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would
decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be
converted as at the beginning of the period, unless they have been issued at a later date.

3. Key sources of estimation uncertainty and recent accounting pronouncement

In the course of applying the policies outlined in all notes under section 2 above, the Group is required to make judgements,
estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future year, if
the revision affects current and future year.

A) Key sources of estimation uncertainty

i) Useful lives of property, plant and equipment

Management reviews the useful lives of property, plant and equipment at least once a year. Such lives depend upon
an assessment of both the technical lives of the assets and also their likely economic lives based on various internal
and external factors including relative efficiency and operating costs. This reassessment may result in change in
depreciation and amortisation expected in future periods.

ii) Impairment of investment in joint ventures


Determining whether the investments in joint ventures are impaired requires an estimate in the value in use of
investments. In considering the value in use, Management have anticipated the future commodity prices, capacity
utilisation of plants, operating margins, mineable resources and availability of infrastructure of mines, discount rates
and other factors of the underlying businesses / operations of the investee companies as more fully described in
Note 38. Any subsequent changes to the cash flows due to changes in the above mentioned factors could impact the
carrying value of investments.

iii) Provisions and liabilities


Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of
funds resulting from past operations or events that can reasonably be estimated. The timing of recognition requires
application of judgement to existing facts and circumstances which may be subject to change. The amounts are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. Potential liabilities that are remote are neither
recognised nor disclosed as contingent liability. The management decides whether the matters needs to be classified
as ‘remote,’ ‘possible’ or ‘probable’ based on expert advice, past judgements, terms of the contract, regulatory
provisions etc.

iv) Contingencies
 the normal course of business, contingent liabilities may arise from litigation and other claims against the Group.
In
Potential liabilities that are possible but not probable of crystalising or are very difficult to quantify reliably are treated
as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised. The cases which have been
determined as remote by the Group are not disclosed.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Contingent assets are neither recognised nor disclosed in the Financial Statements unless when an inflow of economic
benefits is probable.

v) Fair value measurements


When the fair values of financial assets or financial liabilities recorded or disclosed in the Restated Consolidated
Financial Information cannot be measured based on quoted prices in active markets, their fair value is measured
using valuation techniques including the DCF model. The inputs to these models are taken from observable markets
where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgements
include consideration of inputs such as liquidity risk, credit risk and volatility.

vi) Taxes

Pursuant to the Taxation Law (Amendment) Ordinance, 2019 (‘Ordinance’) subsequently amended in Finance Act
issued by Ministry of Law and Justice (Legislative Department) on 20th September, 2019 which is effective 1st April
2019, domestic companies have the option to pay corporate income tax rate at 22% plus applicable surcharge and
cess (‘New tax rate’) subject to certain conditions.


During the year ended 31st March 2020, the Group had made an assessment of the impact of the Ordinance and The
Company and one of its subsidiaries decided to continue with the existing tax structure until utilisation of accumulated
minimum alternative tax (MAT) credit. During the year, the Group has re-assessed the impact of the Ordinance and
there is no significant change in the measurement arising of the said assessment.

vii) Provision for mine restoration


Provision for mines restoration are estimated case by-case based on available information, taking into account
applicable local legal requirements. The estimation is made using existing technology, at current prices, and
discounted using an appropriate discount rate where the effect of time value of money is material. Management
reviews all assumptions annually and any changes is accounted accordingly.

viii) Impairment of Goodwill


Determining whether the goodwill acquired in business combinations are impaired, requires an estimate of recoverable
amount of the group’s cash generating unit (or group of cash generating units). In considering the recoverable value
of cash generating unit, the management has anticipated the future benefits to arise from commodity prices, capacity
utilization of plants, mineable resources and availability of infrastructure of mines, discount rates and other factors
of the underlying unit. If the recoverable amount of the cash generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the
other assets of the unit prorate based on carrying amount of each asset in the unit. Any impairment loss of goodwill
is recognised directly in the Restated Consolidated Statement of Profit and Loss.

ix) Leases
If an arrangement contains a lease, the parties to the arrangement shall apply the requirements of Ind AS 116 to
the lease element. Therefore, the Group is required to separate payments and other consideration required by the
arrangement into those for the lease and for other elements on the basis of their relative fair values. However,
Management has concluded that it is impracticable to separate both the elements reliably and has recognised
an asset and a liability at an amount equal to the carrying value of the specified asset in the books of the lessor.
Subsequently, the liability has been reduced as payments are made and an imputed finance charges on the liability
recognised using the Group’s incremental borrowing rate of interest over the tenure of the arrangement. The total
payments less payments made towards lease obligation and imputed finance charges have been considered to be the
consideration for elements other than lease.

 case of arrangements which are identified to be in the nature of finance lease, the management concluded that it
In
is impracticable to derive the relative fair values of lease and other elements of the arrangement and has accordingly
determined the consideration for elements other than lease as a residual post appropriation of lease payments
derived based on lessee’s incremental borrowing rate of interest on the lease obligation corresponding to the
respective gross asset values in the books of lessor.

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Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
x) Defined benefits plans
The cost of defined benefit plan and other post employment benefits and the present value of such obligations are
determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual development in the future. These include the determination of the discount rate, future salary escalations
and mortality rates etc. Due to the complexities involved in the valuation and its long term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

xi) Expected credit loss

The policy for expected credit loss allowances for financial assets is based on the evaluation of collectability and
the management’s judgement considering external and internal sources of information. A considerable amount
of judgement is required in assessing the ultimate realisation of the amount receivable having regard to, the past
collection history of each party, ongoing dealings with these parties, and assessment of their ability to pay the debt
on designated dates.

B) Critical accounting judgements

i) Joint control over JSW Cement FZC (Formerly known as ‘JSW Cement FZE’)

During the year ended 31st March 2023, Aquarius Global Fund PCC has acquired 14.04% stake in JSWFZC, resulting
in dilution of JSWCL’s stake in JSWFZCL. Accordingly, JSWCL stake is reduced to effective shareholding of 85.96% in
JSWFZC.


Further, during the year ended 31st March 2024, Aquarius Global Fund PCC has acquired additional stake in JSWFZC,
resulting in dilution of JSWCL’s stake in JSWFZCL. Accordingly, JSWCL stake is reduced to effective shareholding of
55.05% in JSWFZC. Pursuant to the Shareholder’s agreement, JSW Cement Limited (JSWCL) and Aquarius Global
Fund PCC (‘AGFP’) will jointly control JSW Cement FZC (‘JSWFZC’) (formerly known as ‘JSW Cement FZE’).

 per the agreement, all the relevant activities of JSWFZC that affect its variable returns will be decided unanimously
As
by the representatives of JSWCL and AGFP. Thus, the Group has concluded that it has joint control over JSWFZC.

ii) Joint control over JSW One Platforms Limited (Formerly known as ‘JSW Retail Limited’)

Pursuant to the Shareholder’s agreement, JSW Steel Limited (JSWSL), JSW Paints Private Limited (JPPL) and JSW
Cement Limited (JSWCL) have been jointly controlling JSW One Platforms Limited (‘JOPL’) (formerly known as ‘JSW
Retail Limited’). During the previous year, Mitsui and Co., Ltd. (Mitsui), has acquired 8.2% stake in JOPL, resulting
in dilution of JSWCL’s stake in JOPL by 1.32%. JSWCL has made an investment of ₹ 374.03 millions through equity
shares having an effective shareholding of 13.68% in JOPL. As per the revised shareholder’s agreement among JSWSL,
JPPL, JSWCL and Mitsui, all the relevant activities of JOPL that affect its variable returns will continue to be decided
unanimously by the representatives of JSWSL, JSWCL & JPPL. However, Mitsui has certain protective rights under this
shareholder’s agreement. Thus, the Group has concluded that it has joint control over JOPL.

iii) Determining the lease term of contracts with renewal and termination options – Group as lessee.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by
an option to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not
to be exercised. The Group has several lease contracts that include extension and termination options. The Group
applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew
or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise
either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is
a significant event or change in circumstances that is within its control and affects its ability to exercise or not to
exercise the option to renew or to terminate.

iv) Incentives under the State Industrial Policy

a. Industrial Promotional Assistance for Salboni Grinding Unit

The Group had applied for Industrial Promotional Assistance for Salboni Grinding Unit from Government of
West Bengal under the West Bengal State Support for Industries Scheme, 2013 (WBSSIS, 2013) and was granted
preliminary registration certificate (RC-I) on 28th June, 2017 as an eligible unit. Even after complying with all the

398
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
conditions and filing of application for grant of final registration certificate (RC-II) within stipulated time, the
authorities rejected the application for grant of RC Part-II on the alleged ground that Group had not filed the
application for grant of RC -II within stipulated time of commencement of commercial production. Pursuant
to which, the Group filed Writ Petition Application (WPA) with Honorable High Court of Kolkata against the
Government of West Bengal and others on 23rd February, 2021 and 6th December, 2022. The High Court has
ordered the authorities to comply with the steps under the policy/ scheme and consider the documents shared
by the Group, however the authorities have rejected the Group’s application. The third WPA is filed on 27th April,
2023 for which hearing is awaited. Based on the Group’s assessment coupled with the advice / opinion obtained
from independent / external legal counsel, the Group is confident of the ultimate recovery of the amount
accrued during the year of ₹ 625.49 millions (31st March, 2023: ₹ 625.89 millions, 31st March, 2022: ₹ 495.95
millions) and the outstanding claim balance as on 31st March, 2024 of ₹ 3,314.39 millions (31st March, 2023: ₹
2,688.90 millions, 31st March, 2022: ₹ 2,680.27 millions).

b. Industrial Policy Resolution 2015 for Jajpur Grinding Unit


The Group has applied for provisional Priority Sector certificate to the Regional Industry Centre (RIC) for its
Jajpur Grinding Unit under Industrial Policy Resolution, 2015 (“IPR 2015 Scheme”) on 16th August, 2017. While
the approval in respect of this application was pending, the Government of Odisha vide resolution no. IND-
HI2-POL-0003-2016- 5248/I dated 18.08.2020 (‘Amendment Resolution’) amended IPR 2015 Scheme with
retrospective effect to exclude cement manufacturing / grinding units from availing financial incentives in the
form of SGST reimbursements. The Group has challenged the constitutional validity of the retrospective change
in the scheme and has filed writ petition before the Hon’ble Orissa High Court on 21st December, 2020 whose
hearing is awaited.


Based on the Group’s assessment coupled with the advice/opinion obtained from independent / external legal
counsel, the Group is confident of the ultimate recovery of the amount accrued during the year of ₹ 265.34
millions (31st March, 2023: ₹ 254.78 millions, 31st March, 2022: ₹ 194.20 millions) and the outstanding claim
balance as on 31st March, 2024 of ₹ 714.33 millions (31st March, 2023: ₹ 448.99 millions, 31st March, 2022: ₹
194.21 millions).

Considering the timing of the recovery, the incentive amount is classified as non-current financial asset for
Salboni and Jajpur griding unit and the Group has recorded a charge for the time value of money amounting to ₹
547.76 millions as on 31st March 2024.

c. Incentive Scheme Under IIPP 2010-15 for Nandyal Integrated Unit

At Andhra Pradesh, the Group was eligible for incentives under the Industrial Investment Promotion Policy
(IIPP 2010-15) and Industrial Development Policy 2015-20 and ₹ 935.73 millions were recognised in books of
account. The Group has received ₹ 512.68 millions out of ₹ 935.73 millions and a sum of ₹ 423.05 millions
remains recoverable. Aggrieved by the delay in receipt of these incentives, The Group has approached Hon’ble
High Court by way of filing Writ Petition on 14th February, 2021. The High court vide its order dated 31st March,
2022 has instructed the State Government to clear the incentives due to the Group.

The Group is confident of recovering the amount within next twelve months; accordingly, these incentives have
been classified as current financial asset.

C) Recent Accounting Pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March, 2024, MCA has not
notified any new standards or amendments to the existing standards applicable to the Group.

399
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
4A. Property, plant and equipment
Particulars Freehold Building Plant and Furniture Computers Office Vehicle Switching Leasehold External Railway Total
land equipment and equipment station improvement road siding
fixtures
I. Cost / deemed cost
Balance as at 1st April, 2021 407.30 8,529.32 31,721.14 103.04 107.22 110.06 170.89 526.90 193.10 843.30 190.00 42,902.27
Reclassification - 1,087.89 (1,088.04) 16.89 1.63 (16.03) (0.99) - - - - 1.35
Additions 330.90 528.05 1,552.03 5.80 19.21 16.81 23.80 - - 100.90 - 2,577.50
Foreign exchange translation differences - 44.54 182.10 0.96 0.86 0.63 - - - - - 229.09
Deductions - (2.70) (50.61) (1.10) - (1.50) (0.20) - (0.87) - - (56.98)
Balance as at 31st March 2022 738.20 10,187.10 32,316.62 125.59 128.92 109.97 193.50 526.90 192.23 944.20 190.00 45,653.23
Additions 1,218.53 487.69 4,526.11 15.25 23.15 11.62 25.02 - 0.40 2.30 25.90 6,335.97
Acquisition pursuant to scheme of amalgamation (refer note 38(j)) 187.70 - - 0.39 0.13 0.42 1.66 - - - - 190.30
Foreign exchange translation differences - 236.01 441.99 3.69 2.39 0.46 0.20 - - - - 684.74
Deductions/adjustments - (5.90) 30.90 (2.46) - (0.06) (0.78) - - - - 21.70
Loss of control of subsidiary (refer note 38 (k)) - (2,814.02) (5,342.89) (43.98) (28.52) (5.79) (7.02) - - - - (8,242.22)
Balance as at 31st March, 2023 2,144.43 8,090.88 31,972.73 98.48 126.07 116.62 212.58 526.90 192.63 946.50 215.90 44,643.72
Additions 377.27 2,419.88 12,554.21 31.11 69.15 37.58 67.01 391.00 18.06 120.57 - 16,085.84
Deductions/adjustments - (1.02) (58.06) (0.91) (0.12) (2.83) (2.47) - - - - (65.41)
Balance as at 31st March, 2024 2,521.70 10,509.74 44,468.88 128.68 195.10 151.37 277.12 917.90 210.69 1,067.07 215.90 60,664.15
II. Accumulated depreciation
Balance as at 1st April, 2021 - 498.68 4,393.89 28.49 52.27 39.44 57.52 48.12 47.83 134.60 50.30 5,351.14
Reclassification of assets - 22.41 (19.08) 0.92 0.44 (0.68) (0.37) - - - - 3.64
Depreciation expense for the year - 280.04 1,547.84 16.56 28.10 15.77 20.90 22.50 25.19 38.30 14.11 2,009.31
Foreign exchange translation differences - 1.96 3.66 0.08 0.15 0.04 - - - - - 5.89
Deductions/adjustments - (0.30) (48.84) (0.20) - (0.50) (0.20) - (0.29) - - (50.33)
Balance as at 31st March, 2022 - 802.79 5,877.47 45.85 80.96 54.07 77.85 70.62 72.73 172.90 64.41 7,319.65

400
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Particulars Freehold Building Plant and Furniture Computers Office Vehicle Switching Leasehold External Railway Total
land equipment and equipment station improvement road siding
fixtures
Acquisition pursuant to scheme of amalgamation (refer note 38(j)) - - - 0.09 0.10 0.06 1.62 - - - - 1.87
Depreciation expense for the year - 343.16 2,724.18 14.43 26.94 17.66 23.70 22.50 25.30 38.26 15.68 3,251.81
Foreign exchange translation differences - 18.72 35.23 0.72 1.26 0.12 - - - - - 56.05
Deductions/adjustments - (1.00) (0.11) (1.97) - (0.04) (0.62) - - - - (3.74)
Loss of control of subsidiary (refer note 38 (k)) - (304.42) (577.00) (11.56) (19.94) (2.18) - - - - - (915.10)
Balance as at 31st March, 2023 - 859.25 8,059.77 47.56 89.32 69.69 102.55 93.12 98.03 211.16 80.09 9,710.54
Depreciation expense for the year - 197.03 1,907.49 9.89 27.70 18.29 28.37 29.54 20.76 40.10 15.84 2,295.01
Deductions/adjustments - (0.08) (39.06) (0.58) (0.11) (2.49) (1.43) - - - - (43.75)
Balance as at 31st March, 2024 - 1,056.20 9,928.20 56.87 116.91 85.49 129.49 122.66 118.79 251.26 95.93 11,961.80
Carrying value
Balance as at 31st March, 2024 2,521.70 9,453.54 34,540.68 71.81 78.19 65.88 147.63 795.24 91.90 815.81 119.97 48,702.35
Balance as at 31st March, 2023 2,144.43 7,231.63 23,912.96 50.92 36.75 46.93 110.03 433.78 94.60 735.34 135.81 34,933.18
Balance as at 31st March, 2022 738.20 9,384.31 26,439.15 79.74 47.96 55.90 115.65 456.28 119.50 771.30 125.59 38,333.58

4.1 The gross block of buildings and plant and equipment aggregating to ` 6,785.74 millions (31st March 2023 : ` 6,682.03 millions ; 31st March 2022 : 6,171.96 millions) is constructed on leased land
under sub-lease agreements with JSW Steel Limited, covering 150 acres in Tornagallu village, District Bellary, Karnataka. The sublease agreement with JSW Steel Limited for 150 acres of leasehold land
expired on October 24, 2017. JSW Steel is currently in the process of converting the title of 1700 acres (including the 150 acres) from leasehold to freehold by purchasing the land in accordance with their
lease-cum-sale deed with the State Government of Karnataka.

JSW Steel Limited has committed to entering into a new lease agreement for the 150 acres with the Group for a mutually agreed period after the sale deed with the State Government is executed. The
annual rent of ` 6.0 millions (31st March 2023 : ` 6.0 millions ; 31st March 2022 : ` 6.0 millions) is paid for the said land. The gross carrying value under the right of use asset is ` 35.07 millions (31st
March 2023 : ` 38.64 millions ; 31st March 2022 : ` 38.64 millions)

4.2 The gross block of buildings and plant and equipment aggregating to ` 9,006.08 millions (31st March 2023 : ` 5,290.09 millions ; 31st March 2022 : ` 4,149.18 millions) is constructed on leased
land under sub-lease agreements with JSW Steel Limited, for 20.55 acres of land situated at Dolvi, District Raigad, Maharashtra. Presently the annual rent of ` 22.82 millions (31st March 2023 : ` 21.63
millions ; 31st March 2022 : ` 20.60 millions ) is paid for the said land. The gross carrying value under the right of use asset is ` 106.54 millions (31st March 2023 : ` 88.90 millions; 31st March 2022 :
` 81.96 millions) .

4.3 Certain property, plant and equipment are pledged against borrowing, the detail relating to which have been described in note 21.

4.4 Switching station, leasehold improvement, external road and railway siding aggregating to net block of ` 1,822.92 millions (31st March 2023 : ` 1,399.53 millions ; 31st March 2022 : ` 1,472.67
millions) for which ownership is not in the name of the Group.

401
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
4B. Capital work in progress (CWIP)

Particulars Amount
Balance as at 1st April, 2021 2,891.08
Add: Additions 8,409.35
Deductions/capitalisation (2,577.50)
Balance as at 31st March, 2022 8,722.93
Add: Additions 13,366.92
Deductions/capitalisation (6,335.97)
Balance as at 31st March, 2023 15,753.88
Add: Additions 7,723.78
Deductions/capitalisation (16,085.84)
Balance as at 31st March, 2024 7,391.82

CWIP ageing schedule

As at 31st March, 2024

CWIP Amount in CWIP for a period of

Less than 1 1 - 2 year 2 - 3 years More than 3 Total
year years
Project in progress 5,180.06 1,755.03 355.16 101.57 7,391.82
Project temporarily suspended - - - - -
Projects with cost overrun / timeline delayed - - - - -
Total 5,180.06 1,755.03 355.16 101.57 7,391.82

As at 31st March, 2023

CWIP Amount in CWIP for a period of

Less than 1 1 - 2 year 2 - 3 years More than 3 Total
year years
Project in progress 9,517.84 6,010.86 125.63 99.55 15,753.88
Project temporarily suspended - - - - -
Projects with cost overrun / timeline delayed - - - - -
Total 9,517.84 6,010.86 125.63 99.55 15,753.88

As at 31st March, 2022

CWIP Amount in CWIP for a period of
Less than 1 1 - 2 year 2 - 3 years More than 3 Total
year years
Project in progress 7,720.04 623.15 168.42 211.32 8,722.93
Project temporarily suspended - - - - -
Projects with cost overrun / timeline delayed - - - - -
Total 7,720.04 623.15 168.42 211.32 8,722.93

Borrowing cost capitalised during the year ` 286.0 millions (during the year ended 31st March 2023: ` 762.80 millions,during the year
ended 31st March 2022: ` 234.01 millions).

402
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
5. Right of use assets and lease liabilities
Particulars Land Property Plant and Total
machinery
I. Cost
Balance as at 1st April, 2021 321.43 380.34 1,742.50 2,444.27
Additions 2,377.46 140.37 - 2,517.83
Deductions - (50.26) - (50.26)
Balance as at 31st March, 2022 2,698.89 470.45 1,742.50 4,911.84
Additions 174.11 344.18 - 518.29
Foreign exchange translation differences 217.65 - - 217.65
Deductions - (80.45) - (80.45)
Loss of control of subsidiary (refer note 38(k)) (2,595.11) - - (2,595.11)
Balance as at 31st March, 2023 495.54 734.18 1,742.50 2,972.22
Additions 46.33 111.71 2,265.67 2,423.71
Deductions (37.66) (91.13) (66.60) (195.39)
Balance as at 31st March, 2024 504.21 754.76 3,941.57 5,200.54
II. Accumulated depreciation
Balance as at 1st April, 2021 55.82 141.67 121.20 318.69
Depreciation expense for the year 146.68 100.41 69.48 316.57
Deductions - (22.64) - (22.64)
Balance as at 31st March, 2022 202.50 219.44 190.68 612.62
Depreciation expense for the year 161.36 138.93 69.49 369.78
Foreign exchange translation differences 13.38 - - 13.38
Deductions - (43.27) - (43.27)
Loss of control of subsidiary (refer note 38(k)) (237.18) - - (237.18)
Balance as at 31st March, 2023 140.06 315.10 260.17 715.33
Depreciation expense for the year 67.46 124.37 157.68 349.51
Deductions (24.38) (66.20) (11.19) (101.77)
Balance as at 31st March, 2024 183.14 373.27 406.66 963.07
Carrying value
Balance as at 31st March, 2024 321.07 381.49 3,534.91 4,237.47
Balance as at 31st March, 2023 355.48 419.08 1,482.33 2,256.89
Balance as at 31st March, 2022 2,496.39 251.01 1,551.82 4,299.22

Note : Depreciation worth ` 2.94 millions was capitalised during the year (31st March 2023 : NIL, 31st March 2022 : NIL)

403
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Lease liabilities
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Opening lease liability 2,196.34 4,322.86 2,056.78
Additions 2,406.08 459.47 2,521.24
Interest accrued 241.55 271.34 259.98
Lease principal payments (321.47) (270.92) (204.90)
Lease interest payments (241.55) (271.34) (259.98)
Derecognition (100.70) (41.06) (50.26)
Loss of control of subsidiary (refer note 38(k)) - (2,274.01) -
Closing lease liability 4,180.25 2,196.34 4,322.86
Breakup of lease liability :
Current 403.55 217.41 218.61
Non current 3,776.70 1,978.93 4,104.25

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Not later than 1 year 728.75 398.12 453.48
Later than 1 year and not later than 5 years 2,420.90 1,202.01 1,906.75
Later than 5 years 3,760.39 2,501.63 4,989.39
6,910.04 4,101.76 7,349.62

The Group has recognised ` 60.33 millions as rent expenses during the year (31st March 2023 : ` 52.18 millions, 31st March 2022 :
` 24.64 millions) which pertains to short term lease/ low value asset which was not recognised as part of right of use asset.

The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.

6. Goodwill
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Cost/deemed cost
Balance at the beginning of the year 2,332.28 2,332.28 2,332.28
Impairement of goodwill (162.89) - -
Balance at the end of the year 2,169.39 2,332.28 2,332.28

For the purpose of impairment testing, goodwill acquired in a business combination (acquisition of Shiva Cement Limited) is allocated
to the cash generating units (CGU) or group of CGUs, which are benefited from the synergies of the acquisition. Goodwill is reviewed
for any impairment at the operating segment, which is represented through group of CGUs. The recoverable amount of a CGU is the
higher of its fair value less cost to sell and its value - in - use. CGUs to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have
been estimated consider (a) reassessment of the discount rates, (b) revisiting the growth rates factored while arriving at terminal
value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit on a pro-rata basis of the carrying amount of each asset in the unit.

404
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The recoverable amount being the fair value was computed using the discounted cash flow method for which the estimated cash flow
for a period of 4 years or such extended period as considered appropriate were developed using internal forecasts, and a post-tax
discount rate of 10.45%. The cash flows beyond 4 years have been extrapolated assuming growth rate of 5%, depending on the cash
generating unit and the country of operations.

The management believes that any possible changes in the key assumptions would not cause the carrying amount to exceed the
recoverable amount of cash generating unit.

Allocation of goodwill to Cash Generating Units (CGU’s)

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Limestone Mines 2,140.09 2,302.98 2,302.98
Others 29.30 29.30 29.30
2,169.39 2,332.28 2,332.28

Note 7 Intangible assets

Particulars Software Mining rights Stripping cost Total
I. Cost / deemed cost
Balance as at 1st April, 2021 74.05 179.89 101.82 355.76
Additions 223.55 334.02 - 557.57
Deductions (1.35) - - (1.35)
Balance as at 31st March, 2022 296.25 513.91 101.82 911.98
Additions 28.35 - - 28.35
Acquisition pursuant to scheme of amalgamation (refer note 38(j)) 2.18 6,275.76 - 6,277.94
Deductions - (33.10) - (33.10)
Balance as at 31st March, 2023 326.78 6,756.57 101.82 7,185.17
Additions 25.74 - - 25.74
Deductions - (24.29) - (24.29)
Balance as at 31st March, 2024 352.52 6,732.28 101.82 7,186.62
II. Accumulated depreciation
Balance as at 1st April, 2022 62.39 11.74 16.28 90.41
Amortisation for the year 45.63 9.29 3.92 58.84
Deductions (0.78) - - (0.78)
Balance as at 31st March, 2022 107.24 21.03 20.20 148.47
Amortisation for the year 88.81 11.96 9.67 110.44
Acquisition pursuant to scheme of amalgamation (refer note 38(j)) 1.15 - - 1.15
Deductions - - - -
Balance as at 31st March, 2023 197.20 32.99 29.87 260.06
Amortisation for the year 91.22 12.30 47.10 150.62
Deductions - - - -
Balance as at 31st March, 2024 288.42 45.29 76.97 410.68
Carrying value
Balance as at 31st March, 2024 64.10 6,686.99 24.85 6,775.94
Balance as at 31st March, 2023 129.58 6,723.58 71.95 6,925.11
Balance as at 31st March, 2022 189.01 492.88 81.62 763.51

Note : Amortisation worth ` 9.44 millions was capitalised during the year (31st March 2023 : NIL, 31st March 2022 : NIL)

405
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The mining rights includes decommissioning liability of ` 794.55 millions (31st March 2023 : ` 775.17 millions, 31st March 2022 :
` 760.02 millions) to be incurred towards mines restoration expenditure. For deriving the said liability the Group has discounted the
expenses to be incurred over the period of mining rights.

Note 7A Intangible assets under development

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Software 11.07 29.53 3.77
Mining development 296.94 123.57 35.78
Total 308.01 153.10 39.55

Intangible assets under development ageing schedule

As at 31st March, 2024
Particulars Amount in Intangible assets under development for a period of
Less than 1 1 - 2 year 2 - 3 years More than 3 Total
year years
Project in progress 182.29 89.94 25.31 10.47 308.01
Project temporarily suspended - - - - -
Total 182.29 89.94 25.31 10.47 308.01

As at 31st March, 2023

Particulars Amount in Intangible assets under development for a period of
Less than 1 1 - 2 year 2 - 3 years More than 3 Total
year years
Project in progress 106.76 23.48 22.86 - 153.10
Project temporarily suspended - - - - -
Total 106.76 23.48 22.86 - 153.10

As at 31st March, 2022

Particulars Amount in Intangible assets under development for a period of
Less than 1 1 - 2 year 2 - 3 years More than 3 Total
year years
Project in progress 20.75 18.80 - - 39.55
Project temporarily suspended - - - - -
Total 20.75 18.80 - - 39.55

406
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
8. Investment in joint ventures and associate

Particulars Face value As at As at As at

per share 31st March 2024 31st March 2023 31st March 2022
(fully paid) No of shares Amount No of shares Amount No of shares Amount
Investment in equity shares
accounted for using equity method
Joint ventures
JSW One platforms Limited
Equity shares ` 10 each 266,956 448.14 266,956 596.43 50,879 37.90
Less: Share of loss from joint venture (310.50) (148.29) (12.55)
137.64 448.14 25.35
JSW Cement FZC
Equity shares AED 150 each 732,930 2,490.03 732,930 2,528.62 - -
Less: Deemed loss on stake dilution (126.30) -
Add: FCTR adjustment 16.16 -
Add: Capital contribution (corporate 83.10 -
guarantee)
Less: Share of loss from joint venture (513.73) (38.59)
1,949.26 2,490.03

Associate
JSW Energy Renewable (Cement) ` 10 each 6,403,514 64.04 - - - -
Limited
Add: Share of profit from associate 3.86
67.90

Total - 2,154.80 - 2,938.17 - 25.35

Unquoted
Aggregate carrying value - 2,154.80 - 2,938.17 25.35

407
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
9A. Investments (non current)
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
No of shares Amount No of shares Amount No of shares Amount
(A) Investment in equity instruments
(i) Quoted- (At fair value through OCI)
JSW Energy Limited (face value of ` 10 each fully paid up) 2,629,610 1,390.83 2,629,610 632.95 2,629,610 785.99

(ii) Unquoted- (At fair value through FVTPL)

Blue Stone Properties Private Limited (fully paid up) 3,000 0.03 3,000 0.03 - -

(B) Investment in preference shares

(i) Unquoted - (At fair value through FVTPL)
8% non convertible, non cumulative redeemable of ` 10 each of Everbest Consultancy Service Pvt Ltd. (fully - - 100,000,000 483.82 100,000,000 407.14
paid up)

(C) Investment in debentures

Unquoted - (at amortised cost)
Zero Coupon Optionally Convertible Debentures of ` 100,000 each redeemable at premium of JSW Sports - - 23,100 2,310.00 28,300 2,830.00
Limited (fully paid up)

Unquoted - (at fair value through profit or loss)

0.001% Compulsory Convertible Debentures of ` 100 each of Algebra Endeavour Private Limited (fully paid up) 7,950,000 776.98 7,950,000 776.98 7,950,000 787.30

(D ) Investment carried at amortised cost

Unquoted, In Government and trust securities
National Saving Certificate ` 3,000 (31st March 2023: ` 3,000, 31st March 2022: ` 3,000 ) deposited with - * - * - *
commercial tax department as a security
Total 2,167.84 4,203.78 4,810.43

408
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
No of shares Amount No of shares Amount No of shares Amount
Quoted
Aggregate book value 1,390.83 632.95 785.99
Aggregate market value 1,390.83 632.95 785.99

Unquoted
Aggregate carrying value 777.01 3,570.83 4,024.44

Investment at amortised cost - 2,310.00 2,830.00

Investment at fair value through profit or loss 777.01 1,260.83 1,194.44
Investment at fair value through other comprehensive income 1,390.83 632.95 785.99

*Denotes amount less than ` 5,000

9B. Investments (current)

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
No of shares Amount No of shares Amount No of shares Amount
(A) Investment in preference shares
Unquoted - (at fair value through profit and loss)
8% non convertible, non cumulative redeemable of ` 10 each of Everbest Consultancy Service Pvt Ltd. (fully 100,000,000 958.00 - - - -
paid up)

409
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
No of shares Amount No of shares Amount No of shares Amount
(B) Investment in debenture
Others
Unquoted - (at amortised cost)
Zero Coupon Optionally Convertible Debentures of ` 100,000 each redeemable at premium of JSW Sports 23,100 2,310.00 - - - -
Limited (fully paid up)
Total 3,268.00 - -
Unquoted
Aggregate carrying value 3,268.00 - -

Investment at amortised cost 2,310.00 - -

Investment at fair value through profit or loss 958.00 - -
Investment at fair value through other comprehensive income - - -

1. Terms of 8% non convertible, non cumulative redeemable preference shares (NCRPS) of ` 10 each of Everbest Consultancy Service Private Limited:
The preference shares were alloted in the month of November, 2020 and are redeemable at par after completion of 10 years from the date of allotment. The Issuer has an option to redeem all / part of
NCRPS at any time after completion of 3 years from the date of allotment at par on the Face Value of the preference shares.The issuer has opted to redeem the entire NCPRS in FY 2024-25.

2. Terms of 0.001% Compulsory convertible debentures (CCD) of ` 100 each of Algebra Endeavour Private Limited are as below:
The Group had invested in CCDs in the month of November 2021. The term of CCD shall be 10 years from allotment of CCDs.For tranche A, 1,950,000 CCDs shall be converted into equity shares at the
earlier of 30th June, 2025 or acquisition of an entity as defined in agreement. For tranche B, 6,000,000 CCDs shall be converted into equity shares on acquisition of an entity as defined in agreement. If
the entity is not acquired the holder shall have an option to convert the CCDs into equity shares on or after 30th June, 2025 till end of tenure. The conversion ratio is defined in agreement for tranche A
and tranche B.

3. Terms of Zero Coupon optionally convertible debentures (OCD) of ` 100,000 each redeemable at premium of JSW Sports Limited :
The Group had invested in OCD in the month of March 2020. Issuer shall have right to redeem the OCD any time during the tenure of 10 years, either in part or full and in one or more tranches, at face
value along with accumulated premium @ 9.50% p.a. from date of allotment till date of redemption for such number of OCD as it intends to redeem. Any time during the tenure of 10 years , the issuer
may, convert all or part of the outstanding OCD at face value along with accumulated premium @ 9.50% from date of allotment till the date of conversion such number of OCD as it intends to convert,
into such number of equity shares as may be derived based on market value as on date of conversion. The issuer has opted to redeem the entire OCD in FY 2024-25.

410
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
10. Loans (Unsecured)
Particulars Non-Current Current
As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Loans to:
- Related parties (refer note 37) - - 200.00 1,576.14 1,678.60 -
- Other body corporates - - - 703.00 703.00 703.00
Total - - 200.00 2,279.14 2,381.60 703.00
Note:
Considered good - - 200.00 2,279.14 2,381.60 703.00
Loans which have significant increase in - - - - - -
credit risk
Loans which are credit impaired - - - - - -

All the above loans are given for business purpose and carry rate of interest ranging from 8.40% to 12% p.a.

The Group has no loans and advances which are either repayable on demand or are without specifying any terms or period of
repayment.

Disclosure pursuant to requirements of section 186(4) of Companies Act, 2013

Name of company As at As at As at
31st March, 2024 31st March, 2023 31st March, 2022
JSW Cement FZC (formerly known as JSW Cement FZE) 1,376.14 1,478.60 -
JTPM Metal Traders Private Limited 200.00 200.00 200.00
Niwas Residential and Commercial Properties Private Limited 703.00 703.00 703.00

11. Other financial assets (unsecured, considered good)

Particulars Non-Current Current
As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Interest receivable
- Related party (refer note 37) - - - 1,098.31 788.25 612.78
- Others 33.31 - - 286.54 152.03 141.23
Rent receivable from related party (net of - - - - 84.24 84.24
expected credit loss of ` 84.24 millions)
Other receivable - - - 170.53 195.12 211.65
Derivative asset - - - 65.79 - 165.31
Deferred financial asset - Investment in - 451.66 496.66 - 64.52 64.78
preference share
Government grant receivable (refer note 3,482.61 - - 421.40 3,560.93 2,680.26
3B(iv))
Security deposit 177.80 188.24 121.87 74.80 66.80 275.30
Bank deposits with more than 12 months 845.47 605.04 - - - -
maturity*
Total 4,539.19 1,244.94 618.53 2,117.37 4,911.89 4,235.55

*Margin money deposit is against bank guarantees given to government authorities

411
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
12. Deferred tax (liabilities)/ asset (Net)
Income tax expense
Indian companies are subject to Indian income tax on a standalone basis. For each fiscal year, the company’s profit or loss is subject
to the higher of the regular income tax payable or the minimum alternative tax (“MAT”).

Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted
in accordance with the provisions of the (Indian) Income Tax Act, 1961. Statutory income tax is charged at 30% plus a surcharge and
education cess with tax benefits or 22% plus a surcharge and education cess without tax benefits.

MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax
under normal provisions. MAT for the fiscal year 2023-24 is 15% plus a surcharge and education cess. MAT paid in excess of regular
income tax during a year can be set off against regular income taxes within a period of fifteen years succeeding the fiscal year in which
MAT credit arises subject to the limits prescribed.

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year
to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Current tax:
In respect of the current year 765.59 531.38 868.14
In respect of earlier year 1.10 - -
Deferred tax:
Deferred tax (income)/expense 856.76 131.46 772.70
Tax effect pursuant to scheme of amalgamation (refer note 38(j)) - (478.70) -
Deferred income tax reversal pursuant to scheme of amalgamation - 23.90 -
(refer note 38(j))
Total deferred tax 856.76 (323.32) 772.70
Total tax expense 1,623.45 208.06 1,640.84

Wherever the Group has a present obligation and it is probable that an outflow of resources will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation, such amounts have been adequately provided for, and the Group
does not currently estimate any probable material incremental tax liabilities in respect of these matters (refer note 38(a))

A reconciliation of income tax expense applicable to accounting profit / (loss) before tax at the statutory income tax rate to recognised
income tax expense for the year indicated are as follows:

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Profit before tax 2,243.58 1,248.44 3,967.33
Enacted tax rate in India 34.94% 34.94% 34.94%
Expected income tax expense at statutory tax rate 784.00 436.25 1,386.34
Expense not deductible in determining taxable profit 645.95 24.96 -
Tax provision/(reversal) including deferred tax for earlier years 2.20 (101.77) -
Reversal of deferred tax liability pursuant to scheme of amalgamation - (454.80) -
(refer note 38(j))
Effect of different tax rates of subsidiaries/ Joint ventures 88.70 302.56 254.50
Reversal of DTA recognised in the earlier year 57.79 - -
DTA not recognised in the current year 33.08 - -
Others 11.73 0.86 -
Tax expense recognised in Restated Consolidated Statement of 1,623.45 208.06 1,640.84
Profit and Loss
Effective tax rate 72.36% 16.67% 41.36%

412
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
There are certain income-tax related legal proceedings which are pending against the Group. Potential liabilities, if any have been
adequately provided for, and the Group does not currently estimate any probable material incremental tax liabilities in respect of
these matter (refer note 38(a)).

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Deferred tax liabilities (3,805.63) (2,655.11) (2,253.08)
Deferred tax assets 1,028.52 826.88 518.68
Total (2,777.11) (1,828.23) (1,734.40)

Deferred tax assets / liabilities

Significant Components of deferred tax assets/(liabilities) recognised in the Restated Consolidated Financial Information are as follows:

Deferred tax balance in relation to As at Others Recognised in Recognised in other As at

1st April 2023 profit and loss comprehensive income 31st March 2024
Property plant and equipment (6,113.25) - (1,189.07) - (7,302.32)
Right of use asset (751.26) - (716.54) - (1,467.80)
Carried forward business loss/ 711.81 - 1,047.16 - 1,758.97
unabsorbed depreciation
Provision for employee benefits 37.02 - (20.74) 4.81 21.09
Borrowings and other liability 277.40 - 34.70 - 312.10
Lease liabilities 733.76 - 715.17 - 1,448.93
Investment at FVTOCI (61.80) - - (88.30) (150.10)
Investment at FVTPL 13.70 - 7.25 - 20.95
Expected credit loss on incentives - - 191.40 - 191.40
receivable from government
Others 32.83 - 58.35 (8.63) 82.55
MAT credit entitlement 3,291.56 - (984.44) - 2,307.12
Balance at the end of the year (1,828.23) - (856.76) (92.12) (2,777.11)

Deferred tax balance in relation to As at Acquisition pursuant Recognised Recognised in other As at

1st April to amalgamation in profit and comprehensive income 31st March
2022 (refer note 38(j)) loss 2023
Property plant and equipment (5,873.05) (478.70) 238.50 - (6,113.25)
Right of use asset (690.18) - (61.08) - (751.26)
Carried forward business loss/ 1,317.30 - (605.49) - 711.81
unabsorbed depreciation*
Provision for employee benefits 39.47 - (10.45) 8.00 37.02
Borrowings and other liability (212.70) - 490.10 - 277.40
Lease liabilities 680.22 - 53.54 - 733.76
Investment at FVTOCI (261.56) - 146.21 53.55 (61.80)
Investment at FVTPL - - 13.70 - 13.70
Others 19.24 - 13.59 - 32.83
MAT credit entitlement 3,246.86 - 44.70 - 3,291.56
Balance at the end of the year (1,734.40) (478.70) 323.32 61.55 (1,828.23)

*Deferred tax asset of ` 23.90 millions on account of carry forward loss relating to amalgamated entity recognised in Restated
Consolidated Financial Information as at and for the year ended 31st March 2023, reversed pursuant to amalgamation since not
allowed to be carried forward under Income Tax Act (refer note 38(j)).

413
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Deferred tax balance in relation to As at Others Recognised in Recognised in other As at

1st April 2021 profit and loss comprehensive income 31st March 2022
Property plant and equipment (5,455.22) - (417.83) - (5,873.05)
Right of use asset (776.78) - 86.60 - (690.18)
Carried forward business loss/ 2,307.51 - (990.21) - 1,317.30
unabsorbed depreciation
Provision for employee benefits 38.36 - (0.96) 2.07 39.47
Borrowings and other liability 73.57 - (286.27) - (212.70)
Lease liabilities 696.09 - (15.87) - 680.22
Investment at FVTOCI (41.70) - (26.02) (193.84) (261.56)
Investment at FVTPL - - - - -
Others 9.53 - 9.71 - 19.24
MAT credit entitlement 2,378.71 - 868.15 - 3,246.86
Balance at the end of the year (769.93) - (772.70) (191.77) (1,734.40)

Expiry schedule of deferred tax assets not recognised is as under

Tax assets:

Expiry period as per local tax laws 31st March 2024 31st March 2023 31st March 2022
(A)
< 1 year - - -
> 1 year to 5 years - - -
> 5 years to 10 years - - -
> 10 years 30.15 - -
(B) Unabsorbed depreciation available for set-off for indefinite 60.72 - -
period
Total (A+B) 90.87 - -

The Group offsets deferred tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and
current tax liabilities and relates to income taxes levied by the same tax authority.

Deferred tax assets on carry forward business loss/ unabsorbed depreciation have been recognised to the extent of deferred tax
liabilities on taxable temporary differences available. It is expected that any reversals of the deferred tax liability would be offset
against the reversal of the deferred tax asset at respective entities.

Deferred taxes are not recognised on the undistributed earnings of associates where it is expected that the earnings will not be
distributed in the foreseeable future or where the tax credit can be availed by the Parent company

13. Income tax assets

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Advance tax and tax deducted at source (net of provisions) 575.56 284.89 19.39
Total 575.56 284.89 19.39

414
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
14. Other assets
Particulars Non-Current Current
As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Capital advances
Secured, considered good 129.03 595.25 276.84 - - -
Unsecured, considered good 4,091.71 4,221.39 4,639.33 - - -
Other advances -
Advance to suppliers - - - 1,573.19 1,876.69 1,980.52
Security deposits 504.26 480.53 286.75 - - -

Indirect tax balances/recoverable/ - - - 1,145.65 1,969.41 1,208.99
credits
Prepaid expenses 1,907.33 1,464.29 465.89 271.43 220.98 318.95
Advance to employees - - - 10.88 18.37 8.97
Other receivables - - 48.80 99.34 49.71 53.94
Total 6,632.33 6,761.46 5,717.61 3,100.49 4,135.16 3,571.37

15. Inventories (valued at lower of cost and net realisable value, unless otherwise stated)
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Raw materials (includes stock in transit ` 15.89 millions; 31st 860.57 1,038.86 816.79
March 2023 : ` 106.50 millions; 31st March 2022 : ` 45.50 millions)
Semi finished goods 237.24 236.82 262.52
Finished goods (includes trial run inventory of ` NIL; 31st March 701.50 533.32 573.20
2023: ` 100.62 millions; 31st March 2022 : ` NIL)
Stock-in-trade 4.41 46.13 486.22
Stores and spares (includes stock in transit ` NIL; 31st March 2023 1,437.31 1,589.36 1,737.53
: ` 9.03 millions; 31st March 2022 : ` 6.70 millions)
Fuel (includes stock in transit ` 83.15 millions; 31st March 2023 : 1,511.58 1,040.20 725.85
` NIL; 31st March 2022 : ` NIL)
Total 4,752.61 4,484.69 4,602.11

During the year ended 31st March, 2024, the Group has written down the value of stores and spares inventory by ` 43.71 millions
(31st March 2023 - NIL, 31st March 2022 - NIL ). Provision for non moving stores and spares as at 31st March, 2024 is ` 48.34 millions
(31st March 2023 : 4.63 millions; 31st March 2022 : 4.63 millions)

Inventories have been pledged as security against certain bank borrowings of the Group (refer note 21 and 24)

16. Trade receivables

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Considered good, Secured 2,732.04 1,765.37 1,023.87
Considered good, Unsecured 5,096.39 5,342.51 6,638.81
Considered doubtful, Unsecured 103.57 26.41 27.90
7,932.00 7,134.29 7,690.58
Less: Allowance for expected credit loss (103.57) (26.41) (27.90)
Total 7,828.43 7,107.88 7,662.68

415
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Trade receivables are secured by the funds received from del credere agent (refer note 22)
Trade receivables have been pledged as security against certain bank borrowings of the Group (refer note 24)
Trade receivables does not include any receivables from directors and officers of the Group
Debts amounting to ` NIL (31st March 2023 : ` 0.1 millions ; 31st March 2022 : ` 0.5 millions) are due by private companies in which
director is a director
The credit period on sales of goods ranges from 7-120 days with or without security.
Trade receivables from related parties details has been described in note 37.
The Group does not generally hold any collateral or other credit enhancements over these balances nor does it have a legal right of
offset against any amounts owed by the Group to the counterparty.

Trade receivable ageing schedule

As at 31st March, 2024

Particulars Due date of payment

Not due Less than 6 Months 1-2 Years 2 - 3 Years More than Total
< 6 Months - 1 year 3 Years
Trade receivables - considered good
- Disputed - - - - - - -
- Undisputed 6,079.23 1,374.42 140.73 106.56 66.80 60.69 7,828.43
Trade receivables-considered doubtful
- Disputed - 0.09 1.80 4.27 2.85 50.90 59.91
- Undisputed 0.01 1.03 6.81 13.56 8.56 13.69 43.66
Less- Allowance for doubtful debts (103.57)
Total 6,079.24 1,375.54 149.34 124.39 78.21 125.28 7,828.43

Note : Not due includes ` 13.9 millions of unbilled dues

As at 31st March, 2023

Particulars Due date of payment

Not due Less than 6 Months 1-2 Years 2 - 3 Years More than Total
< 6 Months - 1 year 3 Years
Trade receivables - considered good
- Disputed - - - - - - -
- Undisputed 5430.36 1,299.50 137.39 102.28 138.35 - 7,107.88
Trade receivables-considered doubtful -
- Disputed - - - - 0.05 12.98 13.03
- Undisputed - - - 9.52 - 3.86 13.38
Less- Allowance for doubtful debts (26.41)
Total 5,430.36 1,299.50 137.39 111.80 138.40 16.84 7,107.88

416
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
As at 31st March, 2022

Particulars Due date of payment

Not due Less than 6 Months 1-2 Years 2 - 3 Years More than Total
< 6 Months - 1 year 3 Years
Trade receivables - considered good
- Disputed - - - - - - -
- Undisputed 6,189.82 1,173.15 135.13 164.45 - 0.13 7,662.68
Trade receivables - considered doubtful
- Disputed - - - 0.05 0.87 12.00 12.92
- Undisputed - - 3.21 8.40 - 3.37 14.98
Less- Allowance for doubtful debts (27.90)
Total 6,189.82 1,173.15 138.34 172.90 0.87 15.50 7,662.68

Note : Not due includes ` 6.70 millions of unbilled dues

17. Cash and cash equivalents

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Balances with banks
In current accounts 1,180.91 510.15 1,647.70
Cash on hand 0.69 1.19 0.63
Total 1,181.60 511.34 1,648.33

18. Bank balances other than cash and cash equivalents

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Term deposits - lien marked* 478.08 20.74 21.88
Margin money - - 185.56
Term deposit with original maturity of more than 3 months but 1,500.12 18.26 3,693.53
less than 12 months
Total 1,978.20 39.00 3,900.97

* Lien for bank guarantee margin

417
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
19. Equity share capital
Particulars As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Share capital No of shares Amount
a) Authorised capital

Equity shares of the par 1,800,000,000 1,800,000,000 1,800,000,000 18,000.00 18,000.00 18,000.00
value `10 each

Preference shares of the 170,000,000 170,000,000 170,000,000 17,000.00 17,000.00 17,000.00
par value ` 100 each

b) 
Issued, subscribed & fully
paid up capital

Equity shares of `10 each 986,352,230 986,352,230 986,352,230 9,863.52 9,863.52 9,863.52
fully paid up
Total 9,863.52 9,863.52 9,863.52

19.1 Reconciliation of the number of shares outstanding at the beginning and at the end of the year

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
No. of Shares No. of Shares No. of Shares
Equity shares at the beginning of the year 986,352,230 986,352,230 986,352,230
Add: Fresh issue of shares during the year - - -
Equity shares at the end of the year 986,352,230 986,352,230 986,352,230

19.2 Rights, preferences and restrictions attached to equity shares

Equity Shares: The Parent Company has a single class of of ordinary equity shares having a par value of ` 10 per share. Each holder of
equity share is entitled to one vote per share held. In the event of liquidation of the Company, the equity shareholders will be entitled
to receive remaining assets of the Company after distribution of all preferential amount, in proportion to the shareholding.

19.3 Details of aggregate shareholding by holding company

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Adarsh Advisory Services Private Limited - Holding Company 8,836.68 8,930.68 8,930.68
883,667,550 (31 March 2023: 893,067,550, 31 March 2022:
893,067,550) Equity Shares of ` 10 each

19.4 Shareholders holding more than 5% of aggregate equity share in the company

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
No. of shares % of holding No. of shares % of holding No. of shares % of holding
Equity shareholding
Adarsh Advisory Services Private 883,667,550 89.58% 893,067,550 90.54% 893,067,550 90.54%
Limited - Holding company

19.5 Shares allotted as fully paid-up pursuant to contracts without payment being received in cash during the year of five years
immediately preceding the date of the balance sheet are as under: : Nil

418
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
19.6 Shares held by promoters and promoter group at the end of the year:

Particulars As at % change As at % change As at

31st March 2024 during the year 31st March 2023 during the year 31st March 2022
Number of % of holding Number of % of holding Number of % of holding
shares shares shares
Promotor :
Adarsh Advisory Services Private Limited 883,667,550 89.58% -0.96% 893,067,550 90.54% - 893,067,550 90.54%
Parth Jindal 3,600,000 0.36% 0.36% - - - - -
Sajjan Jindal 300,000 0.03% 0.03% - - - - -
Sangita Jindal 300,000 0.03% 0.03% - - - - -
Promotor group:
Siddeshwari Tradex Private Limited 46,642,340 4.73% - 46,642,340 4.73% - 46,642,340 4.73%
JSL Limited 20,052,114 2.03% - 20,052,114 2.03% - 20,052,114 2.03%
Virtuous Tradecorp Private Limited 26,590,226 2.70% - 26,590,226 2.70% - 26,590,226 2.70%
Anushree Parth Jindal 1,200,000 0.12% 0.12% - - - - -
Nunu Uday Jasani 1,000,000 0.10% 0.10% - - - - -
Tanvi Shete 750,000 0.08% 0.08% - - - - -
Tarini Jindal Handa 750,000 0.08% 0.08% - - - - -
Saket Kanoria 750,000 0.08% 0.08% - - - - -
Urmila Kanoria 750,000 0.08% 0.08% - - - - -
986,352,230 100.00% - 986,352,230 100.00% - 986,352,230 100.00%

419
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
20. Other equity
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Retained earning 13,056.98 12,167.68 10,397.75
Other comprehensive income:
Foreign currency translation reserve 16.16 - 174.99
Effective portion of cash flow hedges 4.86 (11.17) 163.83
Equity instruments through other comprehensive income 771.64 102.08 201.61
Other reserves :
Equity settled share based payment reserve 933.65 798.89 465.28
Legal reserve - - 39.55
Total 14,783.29 13,057.48 11,443.01

Retained earning
Retained earnings comprise balances of accumulated (undistributed) profit and loss at each year end and balances of remeasurement
of net defined benefit plans.

Equity settled share based payment reserve

The Group offers ESOP, under which options to subscribe for the Company’s share have been granted to certain employees and senior
management. The share based payment reserve is used to recognise the value of equity settled share based payments provided as
part of ESOP schemes.

Legal reserve
In accordance with UAE Federal Law No. (2) of 2015 and Article 13-A of the Entity’s Articles of Association, 10% of the profit of each
year is to be appropriated to a statutory reserve. Transfer may be discontinued when the reserve reaches 50% of the paid-up capital.
This reserve is not available for distribution except in circumstances stipulated by the law.

Foreign currency translation reserve

Exchange difference related to the translation of the results and net asset of the groups for an operations from their functional
currency to the Group’s presentation currency is recognised directly in other comprehensive income and is accumulated in foreign
currency translation reserve (FCTR). Exchange differences previously accumulated in FCTR in respect of translating the net assets of
foreign operations are reclassified to profit or loss on the disposal of the foreign operation.

Equity instruments through other comprehensive income

The fair value change of the equity instrument measured at fair value through other comprehensive income is recognised in equity
instrument through other comprehensive income.

Effective portion of cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is
recognised in other comprehensive income and accumulated in the cash flow hedging reserve. The cumulative gain or loss previously
recognised in the cash flow hedging reserve is transferred to the statement of Profit and Loss upon the occurrence of the related
forecasted transaction.

420
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
21. Non current borrowings
Particulars Non-current Current maturities
As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Secured
Term loans
(at amortised cost)
From banks 24,201.18 30,452.82 24,971.14 11,346.01 5,021.18 4,761.05
From financial institution - - 895.69 - - 100.00
Less: Unamortised upfront (105.16) (98.13) (109.86) (52.20) (46.12) (37.37)
fees on borrowings

Unsecured
Other loans (at fair value
through profit or loss)
Compulsory convertible 17,472.60 16,101.20 14,757.90 - - -
preference shares
41,568.62 46,455.89 40,514.87 11,293.81 4,975.06 4,823.68
Less- Amount clubbed - - - (11,293.81) (4,975.06) (4,823.68)
under short term
borrowings (note 24)
Total 41,568.62 46,455.89 40,514.87 - - -

421
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Term loans from Banks
As on 31 March 2024 As on 31 March 2023 As on 31 March 2022 Terms of Repayment* Security
Non-current Current Non-current Current Non-current Current
Rupee Term Loan from banks (Secured)
144.45 281.95 426.40 247.57 673.90 158.20 21 structured quarterly installments with the Secured by way of first pari passu charge on all present
first installments starting from 1st October 2020, and future immovable and movable fixed assets of the
and ending on 1st October 2025 company
- - - - 3,307.70 577.97 32 unequal quarterly installment from Oct'17 to Secured by way of first pari passu charge on all present
Jul'25, prepaid in FY 2022-23 and future immovable and movable fixed assets of the
company
- - - - - 722.00 20 unequal quarterly installment from Dec'17 to Secured by way of first pari passu charge on all present
Dec'22 and future immovable and movable fixed assets of the
company
- - - - 4,178.81 909.80 28 unequal quarterly installment from Sep'19 to Secured by way of first pari passu charge on all present
Jun'26, prepaid in FY 2022-23 and future immovable and movable fixed assets of the
company
- - - 479.40 479.40 479.40 26 unequal quarterly installment from Dec'17 to Secured by way of first pari passu charge on all present
Mar'24 and future immovable and movable fixed assets of the
company
- - - - 711.75 188.50 28 unequal quarterly installment from Sep'19 to Secured by way of first pari passu charge on all present
Jun'26, prepaid in FY 2022-23 and future immovable and movable fixed assets of the
company
- 200.00 200.00 200.00 400.00 200.00 20 structured quarterly installments with the Secured by way of first pari passu charge on all present
first installments starting from 30th June 2020, and future immovable and movable fixed assets of the
and ending on 31st March 2025 company
87.50 175.00 262.50 175.00 437.50 175.00 8 structured semi-annually installments with Secured by way of first pari passu charge on all present
the first installments starting from 31st October and future immovable and movable fixed assets of the
2021 and ending on 30th April 2025 company
- - - - 1,215.00 270.00 24 unequal quarterly installment from Dec'21 to Secured by way of first pari passu charge on all present
Sep'27, prepaid in FY 2022-23 and future movable fixed assets of the company
- 3,000.00 3,000.00 - 3,000.00 - Bullet repayment at the end of 3 years after each Secured by way of first pari passu charge on all present
disbursement i.e 29th December 2024 and future movable fixed assets of the company

422
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

As on 31 March 2024 As on 31 March 2023 As on 31 March 2022 Terms of Repayment* Security

Non-current Current Non-current Current Non-current Current
2,160.48 1,074.00 3,234.48 949.50 2,907.80 596.40 20 structured quarterly installments with the Secured by way of first pari passu charge on all present
first installments starting from 30th June 2022, and future immovable and movable fixed assets of the
and ending on 31st March 2027 company
1,843.75 375.00 2,218.75 281.25 - - 20 structured quarterly installments with the Secured by way of first pari passu charge on all present
first installments starting from 7th September, and future immovable (except Vijayanagar land) and
2023, and ending on 7th June, 2028. movable fixed assets of the company situated across
locations
3,824.84 2,729.26 6,554.10 2,489.21 - - 65 installments with the first installments Secured by way of first pari passu charge on all present
starting from November 30, 2022, and ending and future immovable assets at Dolvi, Jajpur, Salboni
on May 31, 2028 and Nandyal and movable fixed assets of the company
situated at Dolvi, Jajpur, Salboni and Nandyal
- 1,500.00 1,500.00 - - - Bullet Repayment in 23rd December 2024 Second charge on the current assets of the Company
2,400.00 420.00 2,820.00 180.00 - - 18 structured quarterly installments with the Secured by way of first pari passu charge by way of
first installments starting from Sep 30, 2023, and hypothecation on fixed assets other than land and
ending on Dec 31, 2027 building of the company pertaining to its plant located
at Vijaynagar, Dolvi, Jajpur, Salboni and Nandyal
200.00 133.33 - - - - 20 structured quarterly installments with the Secured by way of first pari passu charge by way of
first installments starting from June 30, 2020, hypothecation on movable fixed assets (other than land
and ending on Mar 31, 2025 and building) of the company situated at Vijaynagar,
Dolvi, Jajpur, Salboni and Nandyal
6,393.82 266.41 6,125.74 - 3,099.09 - 9 years ( 36 quarterly structured repayment) First pari-passu charge on project fixed assets (both
from quarter ending 31 December, 2024 moveable & immoveable) including assignment of
lease hold right of the land acquired for mining and
project and unconditional and irrevocable Corporate
Guarantee of the Company
- - - 19.25 23.58 34.11 60 equated monthly Installement (EMI) starting Secured by way of deed of hypothecation on
from July 2018 to June 2023 Commercial Vehicle of the company
- - - - 4,536.60 449.67 Loss of control of subsidiary
17,054.84 10,154.95 26,341.97 5,021.18 24,971.13 4,761.05 Total

423
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

As on 31 March 2024 As on 31 March 2023 As on 31 March 2022 Terms of Repayment* Security

Non-current Current Non-current Current Non-current Current
Foreign currency term loans from Banks (Secured)
2,977.64 1,191.06 4,110.85 - - - 6 structured semi-annually installments with the Secured by way of first pari passu charge on all present
first installments starting from 30th Sep 2024, and future immovable fixed assets at Dolvi, Jajpur,
and ending on 30th Sep, 2027 Salboni and Nandyal and all present and future movable
fixed assets of the company.
4,168.70 - - - - - 6 structured semi-annually installments with the Secured by way of first pari passu charge on all present
first installments starting from June 30, 2025, and future immovable fixed assets at Dolvi, Jajpur,
and ending on June 30, 2028 Salboni and Nandyal and movable fixed assets of the
company situated at Vijaynagar, Dolvi, Jajpur, Salboni
and Nandyal.
7,146.34 1,191.06 4,110.85 - - - Total
Total Term loan from Banks (secured)
24,201.18 11,346.01 30,452.82 5,021.18 24,971.13 4,761.05
Term loan from Financial Institution (secured)
- - - - 895.70 100.00 20 structured quarterly installment of ` 50.00 Secured by way of first pari passu charge on all present
miilions from Dec'22 to Sep'27, prepaid during and future movable fixed assets of the company.
FY 2022-23
Unamortised upfront fees on borrowings
(105.16) (52.20) (98.13) (46.12) (109.86) (37.37)
Total borrowings
24,096.02 11,293.81 30,354.69 4,975.06 25,756.97 4,823.68

* Borrowing have been drawn at floating rate of interest ranging from 7.35% to 9.55% (31st March 2023 : 5.97% to 9.45%, 31st March 2022 : 3.40% to 8.75%) per annum.

424
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
22. Other financial liabilities
Particulars Non Current Current
As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Unearned financial guarantee commission income 105.47 109.97 - 61.13 5.67 -
Derivative instruments (refer note 36) - 9.99 - - - -
Interest accrued but not due on borrowings and - - - 23.00 10.68 1.29
acceptances
Security deposit received - - - 2,490.09 2,203.01 2,411.31
Share based payments payable - - - 201.83 149.27 111.69
Del credere finance payable - - - 2,732.04 1,765.37 1,023.87
Other payables 1.58 5.68 2.43 2,912.20 3,904.91 2,156.35
Total 107.05 125.64 2.43 8,420.29 8,038.91 5,704.51

23. Provisions
Particulars Non Current Current
As at As at As at As at As at As at
31st March 31st March 31st March 31st March 31st March 31st March
2024 2023 2022 2024 2023 2022
Provision for employee benefits
Gratuity (Refer note 38 (d)) 45.17 57.56 41.23 3.92 1.45 2.81
Compensated absences (Refer note 38 (d)) 30.59 20.74 93.13 7.90 - -
Other provisions
Mines restoration expenditure 794.55 775.17 760.02 - - -
Total 870.31 853.47 894.38 11.82 1.45 2.81

Note 23.1 Movement of provisions during the year as required by Ind AS- 37 “Provisions, Contingent Liabilities and Contingent
Asset” specified under Section 133 of the Companies Act, 2013:

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Mines restoration expenditure
Opening balance 775.17 760.02 379.70
Add: Unwinding of discount on mine restoration expenditure 59.08 55.30 56.47
Less: Additional/(deletion) on account of change in estimates (24.28) (33.11) 334.02
Add: Payments (15.42) (7.04) (10.17)
Closing balance 794.55 775.17 760.02

Mine restoration expenditure is incurred on an ongoing basis until the closure of the site. The actual expenses may vary based on the
nature of restoration.

425
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
24. Current borrowings (at amortised cost)
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Working capital loans (secured)
From banks 3,457.11 1,745.57 382.00
From Financial Institution 1,000.00 1,000.00 -
Unsecured loans
From banks - working capital loan 1,000.00 - -
From related parties (refer note 37) - - 500.00
Others 38.10 38.90 -
Current maturities of long-term borrowings (refer note 21) 11,293.81 4,975.06 4,823.68
Total 16,789.02 7,759.53 5,705.68

* Borrowing have been drawn at floating rate of interest ranging from 8.00% to 9.65% (31st March 2023 : 7.27% to 8.75%, 31st March
2022 : 7.27% to 13.75%) per annum

24.1 Working capital loan obtained from banks and financial institution is secured by pari passu first charge by way of hypothecation
over current assets of the Group (including stocks of raw materials, finished goods, work-in-progress, consumable stores and spares
and trade receivables of the Group, both present and future)

24.2 The quarterly returns/ statements read with subsequent revisions filed by the Group with the banks are in agreement with the
books of account.

25. Trade payables

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
1) Trade payables
Total outstanding dues of micro enterprise and small enterprise 378.38 404.54 335.17
Total outstanding dues of creditors other than micro enterprises 7,663.57 7,823.02 8,604.11
and small enterprises
2) Acceptances 4,180.51 2,613.55 1,888.73
Total 12,222.46 10,841.11 10,828.01

*Acceptances include arrangements where operational suppliers of goods and services are initially paid by banks while the Group
continues to recognise the liability till settlement with the banks which are normally effected within a period of 90 days.

Refer note 37 with respect to amount payable to Related Parties.

Trade payable ageing schedule

As at 31st March, 2024

Particulars Due date of payment

Unbilled Not due Less than 1 1- 2 years 2 - 3 years More than 3 Total
dues year years
MSME - 241.98 136.40 - - - 378.38
Others 1,983.61 7,425.00 2,307.32 70.03 36.91 21.21 11,844.08
Disputed - MSME - - - - - - -
Disputed - Others - - - - - - -
Total 1,983.61 7,666.98 2,443.72 70.03 36.91 21.21 12,222.46

426
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
As at 31st March, 2023

Particulars Due date of payment

Unbilled Not due Less than 1 1- 2 years 2 - 3 years More than 3 Total
dues year years
MSME - 404.54 - - - - 404.54
Others 1,985.41 5,449.40 2,914.84 62.84 1.34 22.74 10,436.57
Disputed - MSME - - - - - - -
Disputed - Others - - - - - - -
Total 1,985.41 5,853.94 2,914.84 62.84 1.34 22.74 10,841.11

As at 31st March, 2022

Particulars Due date of payment

Unbilled Not due Less than 1 1- 2 years 2 - 3 years More than 3 Total
dues year years
MSME - 335.17 - - - - 335.17
Others 2,675.93 3,761.57 3,552.92 462.66 21.98 17.78 10,492.84
Disputed - MSME - - - - - - -
Disputed - Others - - - - - - -
Total 2,675.93 4,096.74 3,552.92 462.66 21.98 17.78 10,828.01

Disclosure pertaining to Micro, Small and Medium Enterprises:

Sr Particulars As at As at As at
No 31st March 2024 31st March 2023 31st March 2022
a) (i) The principal amount remaining unpaid to any supplier at 378.38 404.54 335.17
the end of accounting year included in trade payables
(ii) The interest due on above - - -
b) The amount of interest paid by the buyer in terms of section - - -
16 of the Act
c) The amount of the payment made to the supplier beyond the - - -
appointed day during the year
d) The amount of interest due and payable for the period of - - -
delay in making payment (which have been paid but beyond
the due date during the year) but without adding the interest
specified under this Act.
e) The amounts of interest accrued and remaining unpaid - - -
f) The amount of further interest remaining due and payable - - -
even in the succeeding years, until such date when the
interest dues above are actually paid to the small enterprise,
for the purpose of disallowance of a deductible expenditure
under section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006

The above information has been determined to the extent such parties have been identified on the basis of information available
with the Group

427
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
26. Other current liabilities
Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Contract liability
Advances from customers 465.17 5.89 35.33
Other liabilities
Statutory dues payable 866.87 816.88 1,029.97
Other payables 26.75 28.47 36.88
Total 1,358.79 851.24 1,102.18

27. Revenue from operations

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
A. Revenue from contract with customers
Finished goods 57,796.69 49,153.32 42,367.10
Traded 552.40 7,548.59 3,187.23
Sale of flats 44.13 101.99 -
Sale of services 0.34 - -
B. Other operating revenue
Government grant income 890.83 880.67 690.16
Scrap sale 686.61 515.43 321.26
Job Work Income 173.15 167.24 119.95
Unclaimed liabilities written back 136.88 - -
Revenue from operations Total 60,281.03 58,367.24 46,685.70

Incentive under West Bengal incentive scheme

The Group unit at Salboni in West Bengal is eligible for incentives under West Bengal State Support Industries Scheme, 2013 (“WBSSIS
2013”) in the form of SGST refunds. The Group recognises income based on eligibility to the extent of 90% of SGST paid by it in cash
from government of West Bengal.

Incentive under Odissa scheme

The Group unit at Jajpur in Odissa is eligible for incentives under the Odissa Industrial Policy Resolution - 2015 in the form of SGST
refunds. The Group recognises income based on eligibility to the extent of 100% of SGST paid by it in cash from government of Odissa.

Reconciliation of revenue from sale of products with the contracted price

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Contracted price 64,180.58 61,116.03 51,548.50
Less: Trade discount, volume, rebate etc. (5,787.02) (4,312.13) (5,994.17)
Sale of products Total 58,393.56 56,803.90 45,554.33

428
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Revenue recognised from contract liability (advances from customers):

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Trade receivables (refer note 16) 7,828.43 7,107.88 7,662.68
Contract liabilities
Advance from customers (refer note 26) 465.17 5.89 35.33

The contract liability outstanding at the beginning of the year has been recognised as revenue during the year ended 31st March
2024, 31st March 2023, 31st March 2022.

Product wise turnover

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Cement 34,074.39 29,005.97 27,490.96
GGBS 19,111.60 14,016.96 10,122.70
Screen Slag 319.40 438.08 384.70
RMC 2,229.00 1,808.80 1,195.30
Clinker 1,883.87 3,847.24 2,592.40
Limestone - 5,860.92 2,830.60
Others 775.30 1,825.93 937.67
Total 58,393.56 56,803.90 45,554.33

The Group recognises revenue when control over the promised goods or services is transferred to the customer at an amount that
reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

The Group has assessed and determined the following categories for disaggregation of revenue in addition to that provided under
segment disclosure (refer note 38 (e))

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Revenue from contracts with customer 58,393.56 56,803.90 45,554.33
Other operating revenue 1,887.47 1,563.34 1,131.37
Total revenue from operations 60,281.03 58,367.24 46,685.70
India 60,065.92 54,388.51 43,768.00
Outside India 215.11 3,978.73 2,917.70
Total revenue from operations 60,281.03 58,367.24 46,685.70
Timing of revenue recognition
At a point in time 60,281.03 58,367.24 46,685.70
Total revenue from operations 60,281.03 58,367.24 46,685.70

429
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
28. Other income
Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Interest income earned on financial assets measured at amortised
cost
- From related party (refer note 37) 144.31 25.36 22.64
- Bank deposits 179.51 118.88 139.10
- Others 121.41 107.11 56.65
Interest on investment in debentures measured at amortised cost 281.30 280.04 295.52
(refer note 37)
Guarantee commission (refer note 37) 32.14 - -
Gain on hedging instruments reclassified from OCI - 207.97 -
Dividend income from non current investments designated at 5.26 4.73 5.46
FVTOCI (refer note 37)
Deemed gain on stake dilution - 554.79 -
Gain on financial assets measured at FVTPL - 76.68 1,297.06
Net gain on foreign currency transactions and translation 29.80 - -
Insurance claim income 20.08 21.11 72.54
Miscellaneous income 51.12 58.18 60.10
Total 864.93 1,454.85 1,949.07

29. Cost of raw material consumed

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Inventory at the beginning of the year 1,038.86 816.79 548.06
Add : Purchases 12,911.09 11,465.67 10,939.24
Less: Inventory at the end of the year (860.57) (1,038.86) (816.79)
Total 13,089.38 11,243.60 10,670.51

30. Purchases of stock in trade

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Granulated blast furnace slag 167.40 423.61 162.36
Ready mix concrete and construction chemicals 59.55 - -
Cement - - 98.07
Limestone - 4,076.37 1,272.70
Total 226.95 4,499.98 1,533.13

430
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
31. Changes in inventories of finished goods, work-in-progress
Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Inventories at the beginning of the year
Finished goods 432.71 573.20 205.71
Semi finished goods 236.82 262.52 188.14
A 669.53 835.72 393.85

Trial run stock* B 131.26 - -

Inventories on loss of control of subsidiary

(refer note 38 (k))
Finished goods - 235.58 -
Semi finished goods - 4.52 -
C - 240.10 -
Inventories at the end of the year
Finished goods 701.50 432.71 573.20
Semi finished goods 237.24 236.82 262.52
Total Inventories at the end of the year D 938.74 669.53 835.72
A+B-C-D (137.95) (73.91) (441.87)

* The Group has commissioned a new clinkerisation facility under ongoing expansion projects at Kutra plant on 20 January, 2023. The
plant was under trial run operation till 30 June, 2023, and thus all the related revenue and expenses were capitalized. The finished
goods inventory under trial run operation as on 30 June 2023 was ` 131.26 millions.

32. Employee benefits expense

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Salaries and wages 2,514.34 2,311.11 2,171.44
Employee stock option expense (refer note 38(c)) 235.04 435.47 104.90
Contributions to provident fund and other funds (refer note 38(d)) 105.40 88.43 72.00
Gratuity expense (refer note 38(d)) 41.38 34.52 32.36
Staff welfare expenses 97.52 76.75 65.64
Total 2,993.68 2,946.28 2,446.34

431
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
33. Finance costs
Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Interest expenses 3,775.33 2,529.08 2,460.46
Interest on lease liabilities 239.67 271.33 259.98
Unwinding of interest on financial liabilities carried at amortised 59.57 71.77 44.75
cost
Unwinding of discount on mines restoration expenditure 59.08 55.30 56.47
Deferred financial asset expenses - 45.26 64.78
Other borrowing cost 213.40 129.56 259.56
4,347.05 3,102.30 3,146.00

Interest expenses includes interest on borrowings, acceptances and interest paid on security deposit received from dealers.

34. Depreciation and amortisation expense

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Depreciation on Property, plant and equipment 2,188.77 3,149.54 1,909.66
Depreciation on asset constructed on property not owned by 106.24 102.27 99.65
Group
Depreciation on Right of use assets 346.57 369.78 316.57
Amortisation of Intangible assets 141.18 110.44 58.84
2,782.76 3,732.03 2,384.72

432
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
35.Other expenses
Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Consumption of stores and spares 771.18 595.38 562.17
Packing cost 1,231.26 1,249.18 1,302.79
Repairs and maintenance expenses:
-Repairs to buildings 67.80 30.78 27.81
-Repairs to machinery 836.00 685.01 598.88
-Job work charges 569.02 443.03 200.96
-Others 136.96 69.80 96.40
Service charges 60.20 116.78 95.76
Cost of flat sold 45.44 67.93 -
Rent 60.33 52.18 24.64
Rates and taxes 41.63 58.64 69.67
Insurance 107.63 139.37 120.76
Legal & professional 414.39 457.94 409.56
Advertisement & publicity 849.40 816.21 754.46
Commission on sales 1,246.47 846.91 627.95
Rebates & discounts 265.16 269.28 341.00
Selling & distribution expenses 64.15 77.68 72.49
Branding fees 102.73 86.51 68.69
Loss on sale of Property, Plant and Equipment 19.82 4.78 3.22
Travelling expenses 367.77 290.78 184.43
Corporate social responsibility expense 81.13 70.72 52.52
Corporate sustainability expense 2.78 4.16 -
Software and IT related expenses 167.05 131.60 103.36
Expected credit loss on financial assets 161.40 - -
Net loss on foreign currency translation and transactions - - 26.75
Deemed loss on stake dilution 126.30 - -
Impairment of goodwill 162.89 - -
Miscellaneous expenses 643.42 586.94 574.50
Total 8,602.31 7,151.59 6,318.77

433
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
36. Financial instruments
A. Capital management
The objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the
return to stakeholders through optimum mix of debt and equity.

The Group’s capital requirement is mainly to fund its capacity expansion and strategic acquisitions. The principal source of funding
of the Group has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank
borrowings and the capital markets. The Group is not subject to any externally imposed capital requirements.

The Group regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and
align maturity profile of its debt commensurate with life of the asset and closely monitors its judicious allocation amongst competing
capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

The Group monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans
and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments.

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Long term borrowings 41,568.62 46,455.89 40,514.87
Short term borrowings 16,789.02 7,759.53 5,705.68
Total borrowings 58,357.64 54,215.42 46,220.55
Less:
Cash and cash equivalent (1,181.60) (511.34) (1,648.33)
Bank balances other than cash and cash equivalents (1,978.20) (39.00) (3,900.97)
Net debt 55,197.84 53,665.08 40,671.25
Total equity 23,854.82 22,407.43 21,120.26
Gearing ratio 2.31 2.39 1.93

(i) Equity includes all capital and reserves of the Group that are managed as capital (refer note 19 and 20)

(ii) Debt is defined as long and short-term borrowings (excluding derivatives and financial guarantee contracts), as described in notes
21 and 24.

The terms of the secured borrowings contain certain financial covenants primarily requiring the Group to maintain certain financial
ratios. The Group is in compliance with the said covenants.

434
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
B. Categories of financial instruments
The accounting classification of each category of financial instruments, and their carrying amounts, are set out below:

As at 31st March 2024

Particulars Amortised cost Fair Value through Fair value Derivatives Total carrying Fair value
other comprehensive through profit in hedging value
income or loss relationship
Financial assets
Investments 2,310.00 1,390.83 1,735.01 - 5,435.84 5,435.84
Trade receivables 7,828.43 - - - 7,828.43 7,828.43
Cash and cash equivalents 1,181.60 - - - 1,181.60 1,181.60
Bank balances other than cash and cash equivalents 1,978.20 - - - 1,978.20 1,978.20
Loans 2,279.14 - - - 2,279.14 2,279.14
Other financial assets 6,590.77 - - 65.79 6,656.56 6,656.56
Total financial assets 22,168.14 1,390.83 1,735.01 65.79 25,359.77 25,359.77
Financial liabilities
Long term borrowings 35,389.83 - 17,472.60 - 52,862.43 52,862.43
Lease liabilities 4,180.25 - - - 4,180.25 4,180.25
Short term borrowings 5,495.21 - - - 5,495.21 5,495.21
Trade payables 12,222.46 - - - 12,222.46 12,222.46
Other financial liabilities 8,527.34 - - - 8,527.34 8,527.34
Total financial liabilities 65,815.09 - 17,472.60 - 83,287.69 83,287.69

435
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
As at 31st March 2023

Particulars Amortised cost Fair Value through Fair value Derivatives Total carrying Fair value
other comprehensive through profit in hedging value
income or loss relationship
Financial assets
Investments 2,310.00 632.95 1,260.83 - 4,203.78 4,203.78
Trade receivables 7,107.88 - - - 7,107.88 7,107.88
Cash and cash equivalents 511.34 - - - 511.34 511.34
Bank balances other than cash and cash equivalents 39.00 - - - 39.00 39.00
Loans 2,381.60 - - - 2,381.60 2,381.60
Other financial assets 6,156.83 - - - 6,156.83 6,156.83
Total financial assets 18,506.65 632.95 1,260.83 - 20,400.43 20,400.43
Financial liabilities
Long term borrowings 35,329.75 - 16,101.20 - 51,430.95 51,430.95
Lease liabilities 2,196.34 - - - 2,196.34 2,196.34
Short term borrowings 2,784.47 - - - 2,784.47 2,784.47
Trade payables 10,841.11 - - - 10,841.11 10,841.11
Other financial liabilities 8,154.56 - - 9.99 8,164.55 8,164.55
Total financial liabilities 59,306.23 - 16,101.20 9.99 75,417.42 75,417.42

436
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
As at 31st March 2022

Particulars Amortised cost Fair Value through Fair value Derivatives Total carrying Fair value
other comprehensive through profit in hedging value
income or loss relationship
Financial assets
Investments 2,830.00 785.99 1,194.44 - 4,810.43 4,810.43
Trade receivables 7,662.68 - - - 7,662.68 7,662.68
Cash and cash equivalents 1,648.33 - - - 1,648.33 1,648.33
Bank balances other than cash and cash equivalents 3,900.97 - - - 3,900.97 3,900.97
Loans 903.00 - - - 903.00 903.00
Other financial assets 4,688.77 - - 165.31 4,854.08 4,854.08
Total financial assets 21,633.75 785.99 1,194.44 165.31 23,779.49 23,779.49
Financial liabilities
Long term borrowings 30,580.65 - 14,757.90 - 45,338.55 45,338.55
Lease liabilities 4,322.86 - - - 4,322.86 4,322.86
Short term borrowings 882.00 - - - 882.00 882.00
Trade payables 10,828.01 - - - 10,828.01 10,828.01
Other financial liabilities 5,706.94 - - - 5,706.94 5,706.94
Total financial liabilities 52,320.46 - 14,757.90 - 67,078.36 67,078.36

# including current maturities of long term debt

The Group considers that the carrying amounts of financial assets and liabilities disclosed above approximates their fair value

437
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
C. Fair value hierarchy
A significant part of the financial assets is classified as Level 1 and Level 2. The fair value of these assets is marked to an active market or based on observable market data. The financial assets carried at
fair value by the Group are mainly investments in equity instruments, debt securities and derivatives, accordingly, any material volatility is not expected.

Particulars 31st March, 2024 31st March, 2023 31st March, 2022 Level Valuation technique(s) and key input(s)
Quoted investment in equity shares 1,390.83 632.95 785.99 Level 1 Quoted bid prices in an active market.
measured at FVTOCI
Non current investment in unquoted 958.00 483.82 407.14 Level 3 Discounted cash flow - future cash flows are based on terms of Preference Shares
preference shares measured at FVTPL discounted at a rate that reflects market risks.
Non current investment in unquoted 776.98 776.98 787.30 Level 3 Discounted cash flow - future cash flows are based on terms of debentures
compulsory convertible debentures discounted at a rate that reflects market risks
measured at FVTPL
Borrowing (Compulsory convertible 17,472.60 16,101.20 14,757.90 Level 3 Monte Carlo Simulation Method
preference shares) measured at fair
value through profit and loss
Derivative assets 65.79 - 165.31 Level 2 Inputs other than quoted prices included within level 1 that are observable for an
Asset or Liability either directly (i.e. as prices) or indirectly (derived from prices).
Derivative liabilities - 9.99 - Level 2 Inputs other than quoted prices included within level 1 that are observable for an
Asset or Liability either directly (i.e. as prices) or indirectly (derived from prices).

438
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Sensitivity analysis of Level 3:

Particular Valuation Significant Change Sensitivity of the input of fair value

Technique unobservable inputs
Investment in unquoted DCF Method Discounting Rate 0.50% 0.50% increase/decrease in the discount would
preference shares decrease/increase the fair value of by ` 1.80
millions / ` 1.80 millions (31st March 2023 : `
17.3 / ` 18.1 millions, 31st March 2022 : ` 1.60/
` 1.60 millions)
Investment in DCF Method Discounting Rate 1.00% 1.00% increase/decrease in the discount would
debentures decrease/increase the fair value of ` 55.2 /`
60.1 millions (31st March 2023 : ` 23.7 /` 25.5
millions, 31st March 2022 : ` 0.90/` 19.3 millions)
Borrowing (Compulsory Monte Carlo Discounting Rate 1.00% 1.00% increase/decrease in the discount rate
convertible preference Simulation would decrease/ increase the fair value of by `
shares) 372.40 millions / ` 398.30 millions (31st March
2023 : ` 306.50 / ` 317.40 millions,31st March
2022 : ` 346.50 /` 361 millions)

Reconciliation of Level 3 fair value measurement

Particulars Investments Borrowings

Balance as on 1st April 2021 352.18 -
Addition made during the year 794.98 16,000.00
Gain/(loss) recognised in the Restated Consolidated Statement of Profit and Loss 47.26 1,242.10
Balance as on 31st March 2022 1,194.42 14,757.90
Addition made during the year - -
Gain/(loss) recognised in the Restated Consolidated Statement of Profit and Loss 66.36 (1,343.30)
Balance as on 31st March 2023 1,260.78 16,101.20
Addition made during the year - -
Gain/(loss) recognised in the Restated Consolidated Statement of Profit and Loss 474.18 (1,371.40)
Balance as on 31st March 2024 1,734.96 17,472.60

There have been no transfers between Level 1 and Level 2 during the period

i). Financial risk management

The Group has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework
and developing and monitoring the Group’s risk management policies. The risk management policies are established to ensure timely
identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor
the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to
reflect changes in the market conditions and the Group’s activities to provide reliable information to the Management and the Board
to evaluate the adequacy of the risk management framework in relation to the risk faced by the Group.

The risk management policies aims to mitigate the following risks arising from the financial instruments:

▪ Market risk
▪ Interest rate risk
▪ Credit risk ; and
▪ Liquidity risk

439
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
ii) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices.
The Group is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.
The Group seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use
of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles on
foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the
investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the Management and the internal auditors
on a continuous basis. The Group does not enter into or trade financial instruments, including derivatives for speculative purposes.

iii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest
rate risk is measured by using the cash flow sensitivity for changes in variable interest rate.

The following table provides a break-up of the Group’s fixed and floating rate borrowing:

Particular As at As at As at
31st March, 2024 31st March, 2023 31st March, 2022
Fixed rate borrowings - - 500.00
Floating rate borrowings 58,515.00 54,359.67 45,867.78
Total gross borrowings 58,515.00 54,359.67 46,367.78
Less: Upfront fees (157.36) (144.25) (147.23)
Total borrowings 58,357.64 54,215.42 46,220.55

The sensitivity analyses below have been determined based on the exposure to interest rates for floating rate liabilities, after the
impact of hedge accounting, assuming the amount of the liability outstanding at the year-end was outstanding for the whole year.

If interest rates had been 100 basis points higher / lower and all other variables were held constant, the Group’s profit for the year
ended 31st March 2024 would decrease / increase by ` 585.15 millions (for the year ended 31st March 2023: decrease / increase by
` 543.60 millions,for the year ended 31st March 2022: decrease / increase by ` 458.68 millions). This is mainly attributable to the
Group’s exposure to interest rates on its variable rate borrowings.

The following table details the nominal amounts and remaining terms of interest rate swap contracts outstanding at the year-end

As at Nature No. of Contracts US$ equivalent

(millions)
31st March 2024 Liabilities 2.00 48.00
31st March 2023 Liabilities - -
31st March 2022 Liabilities - -

The following table provides a break-up of the Group’s fixed and floating rate loan given:

Particular As at As at As at
31st March, 2024 31st March, 2023 31st March, 2022
Fixed rate loan given 903.00 2,381.60 903.00
Floating rate loan given 1,376.14 - -
Total loan given 2,279.14 2,381.60 903.00

440
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The sensitivity analyses below have been determined based on the exposure to interest rates for floating rate loans given assuming
the amount of the loans given outstanding at the year-end was outstanding for the whole year.

If interest rates had been 100 basis points higher / lower and all other variables were held constant, the Groups’s profit for the year
ended 31st March 2024 would increase / decrease by ` 13.76 millions (for the year ended 31st March 2023: increase / decrease by
` NIL millions, for the year ended 31st March 2022: increase / decrease by ` NIL millions). This is mainly attributable to the Group’s
exposure to interest rates on its variable rate loan given.

iv) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit
risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. The
Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as
a means of mitigating the risk of financial loss from defaults.

The Group is exposed to credit risk for trade receivables, cash and cash equivalents, investments, other bank balances, loans, other
financial assets, financial guarantees and derivative financial instruments.

Financial guarantee:
In respect of financial guarantees provided by the Group to banks and financial institutions, the maximum exposure which the Group
is exposed to is the maximum amount which the Group would have to pay if the guarantee is called upon. Based on the expectation
at the end of the reporting period, the Group considers that it is more likely than not that such an amount will not be payable under
the guarantees provided.

Incentives receivable from the Government

The Group units at Salboni in West Bengal & Jajpur in Odisha are eligible for incentives under the respective state government policy/
scheme for availing incentives in the form of VAT/ SGST reimbursement. The Group accrued these incentives as refund claims in
respect of VAT/GST paid, on the basis that all attaching conditions were fulfilled by the Group and there was reasonable assurance
that the incentive claims will be disbursed by the State Governments.

For expected credit loss refer note 3B(iv).

The Group is confident about the ultimate realisation of the dues from the State Governments and there is no risk of default.

Trade receivables
Customer credit risk is managed centrally by the Group and subject to established policy, procedures and control relating to customer
credit risk management. Before accepting any new customer, the Group uses an external credit scoring system to assess the potential
customer’s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed once a year.
Trade receivables consist of a large number of customers spread across diverse industries and geographical areas with no significant
concentration of credit risk. No single customer accounted for 10.00% or more of revenue in any of the years indicated. The outstanding
trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

As per simplified approach, the Group makes provision of expected credit losses on trade receivables using a provision matrix to
mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer
period and involves higher risk.

Our historical experience of collecting receivables indicate a low credit risk. Hence, trade receivables are considered to be a single
class of financial assets.

The Group has a practice of periodically reviewing outstanding receivables for recoverability and accordingly making provisions for
expected credit losses and also on case to case basis wherever required. As per policy receivables are classified into different buckets
based on the overdue period ranging from 6 months – one year to more than one year. There are different provisioning norms for each
bucket which are ranging from 3% to 55%.  

441
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
The movement in allowance for expected credit loss is as follows:

Particulars ` millions
As at 1st April 2021 21.40
Additional allowance 6.50
As at 31st March 2022 27.90
Additional allowance 0.10
Reversal during the year (1.59)
As at 31st March 2023 26.41
Additional allowance 77.16
As at 31st March 2024 103.57

Cash and cash equivalents :

Credit risks from balances with banks and financial institutions are managed in accordance with the Group policy. For derivative and
financial instruments, the Group attempts to limit the credit risk by only dealing with reputable banks and financial institutions having
high credit-ratings assigned by credit-rating agencies.

The Group’s maximum exposure to the credit risk for the components of balance sheet as 31st March 2024, 31st March 2023 and 31st
March 2022 is the carrying amounts mentioned in Note no 17.

Loans and investment

The Group’s centralised treasury function manages the financial risks relating to the business. The treasury function focusses on
capital protection, liquidity and yield maximisation. Investments of surplus funds are made only in approved counterparties within
credit limits assigned for each of the counterparty. The limits are set to minimise the concentration of risks and therefore mitigate
the financial loss through counter party’s potential failure to make payments.

v) Liquidity risk management

Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in
a situation where business conditions unexpectedly deteriorate and requiring financing. The Group requires funds both for short
term operational needs as well as for long term capital expenditure growth projects. The Group generates sufficient cash flow for
operations, which together with the available cash and cash equivalents provide liquidity in the short-term and long-term. The
Group has acceptances in line with supplier’s financing arrangements which might invoke liquidity risk as a result of liabilities being
concentrated with few financial institutions instead of a diverse group of suppliers. The Group has established an appropriate liquidity
risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management
requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,
by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment
periods and its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash
flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the
reporting year. The contractual maturity is based on the earliest date on which the Group may be required to pay.

442
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Liquidity exposure as at 31st March 2024

Particulars Contractual cash flows

< 1 year 1-5 year > 5 years Total
Financial liabilities
Borrowings 19,592.63 40,956.01 4,608.12 65,156.76
Lease liabilities 728.75 2,420.90 3,760.39 6,910.04
Trade payable 12,222.46 - - 12,222.46
Other financial liabilities 8,420.29 107.05 - 8,527.34
Total financial liabilities 40,964.13 43,483.96 8,368.51 92,816.60

Liquidity exposure as at 31st March 2023

Particulars Contractual cash flows

< 1 year 1-5 year > 5 years Total
Financial liabilities
Borrowings 7,759.53 42,017.33 4,438.56 54,215.42
Lease liabilities 217.41 1,978.93 - 2,196.34
Trade payable 10,841.11 - - 10,841.11
Other financial liabilities 8,038.91 125.64 - 8,164.55
Total financial liabilities 26,856.96 44,121.90 4,438.56 75,417.42

Liquidity exposure as at 31st March 2022

Particulars Contractual cash flows

< 1 year 1-5 year > 5 years Total
Financial liabilities
Borrowings 5,705.68 33,237.47 7,277.40 46,220.55
Lease liabilities 218.61 4,104.25 - 4,322.86
Trade payable 10,828.01 - - 10,828.01
Other financial liabilities 5,704.51 2.43 - 5,706.94
Total financial liabilities 22,456.81 37,344.15 7,277.40 67,078.36

Collateral
The Group has pledged part of its trade receivables in order to fulfil certain collateral requirements for the banking facilities extended
to the Group. There is obligation to return the securities to the Group once these banking facilities are surrendered.

The amount of guarantees given on behalf of Joint ventures included in note 37 represents the maximum amount the Group could be
forced to settle for the full guaranteed amount. Based on expectation at the end of the reporting year, the Group considers that it is
more likely that such an amount will not be payable under the arrangement .

vi) Foreign currency risk management

The Group’s functional currency is Indian Rupees (INR). The Group undertakes transactions denominated in foreign currencies;
consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Group’s revenue from export
markets and the costs of imports, primarily in relation to raw materials. The Group is exposed to exchange rate risk under its trade
and debt portfolio.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency result’s in increase in the Group’s
overall debt position in Rupee terms without the Group having incurred additional debt and favourable movements in the exchange
rates will conversely result in reduction in the Group’s receivables in foreign currency.

443
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
All hedging activities are carried out in accordance with the Group’s internal risk management policies, as approved by the Board of
Directors, and in accordance with the applicable regulations where the Group operates.

The carrying amounts of the Group’s monetary assets and monetary liabilities at the end of the reporting year are as follows:

Currency exposure as at 31st March 2024

Particulars CHF USD EURO AED INR Total

Financial assets
Cash and cash equivalents - - - - 1,181.60 1,181.60
Bank balances other than cash and cash - - - - 1,978.20 1,978.20
equivalents
Trade receivables - - - - 7,828.43 7,828.43
Loans - 1,376.14 - - 903.00 2,279.14
Investments - - - - 5,435.84 5,435.84
Other financial assets - 194.25 - - 6,462.31 6,656.56
Total financial assets - 1,570.39 - - 23,789.38 25,359.77
Financial liabilities
Long term borrowings - 8,337.39 - - 33,231.23 41,568.62
Short term borrowings - - - - 16,789.02 16,789.02
Trade payable - 1,316.81 - - 10,905.65 12,222.46
Lease liabilities - - - - 4,180.25 4,180.25
Other financial liabilities - 55.99 93.83 - 8,377.52 8,527.34
Total financial liabilities - 9,710.19 93.83 - 73,483.67 83,287.69

Currency exposure as at 31st March 2023

Particulars CHF USD EURO AED INR Total

Financial assets
Cash and cash equivalents - - - - 511.34 511.34
Bank balances other than cash and cash - - - - 39.00 39.00
equivalents
Trade receivables - 0.05 - - 7,107.83 7,107.88
Loans - 1,478.60 - - 903.00 2,381.60
Investments - - - - 4,203.78 4,203.78
Other financial assets - 84.09 - - 6,072.74 6,156.83
Total financial assets - 1,562.74 - - 18,837.69 20,400.43
Financial liabilities
Long term borrowings - 4,110.85 - - 42,345.04 46,455.89
Short term borrowings - - - - 7,759.53 7,759.53
Trade payable - 367.25 0.59 - 10,473.27 10,841.11
Lease liabilities - - - - 2,196.34 2,196.34
Other financial liabilities - - 523.26 - 7,641.29 8,164.55
Total financial liabilities - 4,478.10 523.85 - 70,415.47 75,417.42

444
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Currency exposure as at 31st March 2022

Particulars CHF USD EURO AED INR Total

Financial assets
Cash and cash equivalents - - - 255.43 1,392.90 1,648.33
Bank balances other than cash and cash - - - 231.26 3,669.71 3,900.97
equivalents
Trade receivables - 53.16 - 524.01 7,085.51 7,662.68
Loans - - - - 903.00 903.00
Investments - - - - 4,810.43 4,810.43
Other financial assets - - - 169.61 4,684.47 4,854.08
Total financial assets - 53.16 - 1,180.31 22,546.02 23,779.49
Financial liabilities
Long term borrowings - 4,484.34 - - 36,030.53 40,514.87
Short term borrowings - 437.50 - - 5,268.18 5,705.68
Trade payable 0.68 - - 3,255.61 7,571.72 10,828.01
Lease liabilities - - - 2,331.52 1,991.34 4,322.86
Other financial liabilities - - - 321.75 5,385.19 5,706.94
Total financial liabilities 0.68 4,921.84 - 5,908.88 56,246.96 67,078.36

The forward exchange contracts entered into by the Group and outstanding are as under:

As at Nature No. of Contracts Type US$ equivalent INR equivalent

(millions) ` millions
31st March 2024 Liabilities 10 Buy 17.02 1,418.66
31st March 2023 Liabilities 1 Buy 1.68 138.22
31st March 2022 - - - - -

Currency options to hedge against fluctuations in changes in exchange rate:

As at Nature No. of Contracts Type US$ equivalent INR equivalent

(millions) ` millions
31st March 2024 Liabilities 3 Buy 32.14 2,679.88
31st March 2023 Liabilities 1 Buy 25.00 2,055.43
31st March 2022 - - - - -

Unhedged currency risk position:

a) Amounts receivable in foreign currency

Particulars As at 31st March, 2024 As at 31st March, 2023 As at 31st March, 2022
US$ equivalent INR equivalent US$ equivalent INR equivalent US$ equivalent INR equivalent
(millions) ` millions (millions) ` millions (millions) ` millions
Loans to related parties 17.73 1,376.14 17.98 1,478.60 - -
Interest receivable from 1.01 194.25 1.02 84.09 - -
related parties
Trade receivable - - 0.00 0.05 0.70 53.16

445
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
b) Amounts payable in foreign currency

Particulars As at 31st March, 2024 As at 31st March, 2023 As at 31st March, 2022
US$ equivalent INR equivalent US$ equivalent INR equivalent US$ equivalent INR equivalent
(millions) ` millions (millions) ` millions (millions) ` millions
Long term borrowings 67.86 5,657.52 25.00 2,055.43 - -
Interest accrued on long 0.06 5.34 - - - -
term borrowings
Trade payable - - 2.79 229.62 0.01 0.68
Payable for capital projects 0.51 42.64 6.36 523.26 - -

Foreign currency risk sensitivity

The following table details the Group’s sensitivity to a 5% appreciation and depreciation in the INR against the relevant foreign
currencies net of hedge accounting impact. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items and adjusts their translation at the year-end for a 5% change in foreign currency rates, with all other variables held constant.
A positive number below indicates an increase in profit or equity where INR strengthens 5% against the relevant currency. For a 5%
weakening of INR against the relevant currency, there would be a comparable impact on profit or equity, and the balances below
would be negative

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
5% 5% 5% 5% 5% 5%
appreciation depreciation appreciation depreciation appreciation depreciation
Receivables
USD/INR (78.52) 78.52 (78.14) 78.14 (2.66) 2.66
Payables
USD/INR 283.64 (283.64) 114.22 (114.22) 0.03 (0.03)
EURO/INR 1.64 (1.64) 26.19 (26.19) - -

vii) Commodity price risk

The Group purchases its raw material in the open market from third parties. The Group is therefore subject to fluctuations in prices
for the purchase of bulk raw material. The Group purchased substantially all of its bulk raw material from third parties in the open
market during the year.

If bulk raw material import price had been 1 US Dollar higher / lower and all other variables were constant, the Group’s profit for the
year ended 31st March 2024 would decrease / increase by ` 70.18 millions (for the year ended 31st March 2023: decrease / increase
by ` 16.74 millions,for the year ended 31st March 2022: decrease / increase by ` 20.80 millions).

446
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Note 37 Related party disclosue as per Ind AS 24 :
A Name of Related parties
1 Ultimate Holding
Sajjan Jindal Family Trust

2 Holding
Adarsh Advisory Service Private Limited

3 Joint ventures
JSW One Platforms Limited
JSW One Distribution Limited
JSW One Finance Limited
JSW Cement FZC (Formerly known as JSW Cement FZE) (with effect from 22nd March 2023)

4 Associate
JSW Renewable Energy (Cement) Limited (with effect from 27th September 2023)

5 Key management personnel

Mr. Parth Jindal (Managing Director)
Mr. Nilesh Narwekar (Whole Time Director and CEO)
Mr. Narinder Singh Kahlon (Director Finance and Commercial)
Mr. Seshagiri Rao Metapalli Venkata Satya (Chairman and Non-Executive Director)
 Kuppuswamy Swaminathan (Non-Executive Director upto 16th August, 2022) (Whole-Time Director with effect from 17th
Mr.
August, 2022)
Ms. Sneha Bindra (Company Secretary)
Mr. Nirmal Kumar Jain (Chairman and Independent Director) upto 02th June 2023
Mr. Jugal Kishore Tandon (Non-Executive Director)
Mr. Biswadip Gupta (Non-Executive Director)
Mr. Kantilal Patel (Non-Executive Director)
Mr. Pankaj Kulkarni (Independent Director)
Ms. Sutapa Banerjee (Independent Director)
Mr. Sumit Banerjee (Independent Director)
Mr.Sudhir Maheshwari (Nominee Director, Synergy Metal)
Mr. Utsav Baijal (Nominee Director, Apollo Global)

6 Other related parties with whom the Company has entered into transactions
JSW Steel Limited
JSW Energy Limited
JSW Power Trading Company Limited (Formerly known as JSW Green Energy Limited)
JSW Steel Coated Products Limited
JSW Techno Projects Management Limited
Amba River Coke Limited
JSW Bengal Steel Limited
Descon Limited
JSW Infrastructure Limited
JSW Dharamtar Port Private Limited
JSW Global Business Solutions Limited (formerly known as Sapphire Technologies Limited)
South-West Mining Limited

447
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
JSW IP Holdings Private Limited
Gopal Traders Private Limited
JSW Foundation
JSW Realty and Infrastructure Private Limited
JSW Projects Limited
JSW Severfield Structures Limited
Tranquil Homes and Holdings Private Limited
JSW Jaigarh Port Limited
JSW Paints Private Limited
JTPM Metal Traders Private Limited
JSW Bengaluru Football Club Private Limited
Epsilon Carbon Private Limited
Epsilon Advanced Materials Private Limited
JSW Sports Private Limited
Everbest Consultancy Service Private Limited
JSW Processors & Traders Private Limited
JSW Vijayanagar Mettalics Limited
JSW Steel (USA), Inc.
JSW Steel USA Ohio, Inc.
JSW Living Private Limited
JSW Industrial Gases Private Limited
JSW Shakti Foundation
Bhushan Power & Steel Limited
JSW Structural Metal Decking Limited
Inspire Institute of Sports
Jindal Sanjeevani Hospital
Neotrex Steel Private Limited
Sapphire Airlines Private Limited
JSW Steel Global Trade PTE Limited
JSW GMR Cricket Private Limited
Mangalore Coal Terminal Private Limited
Heal Foundation
JSW International Tradecorp Pte Limited
Brahmani River Pellets Limited
JSW Shipping & Logistics Private Limited
South-West Port Limited
Windsor Residency Private Limited

7 Post-employement benefit entities

JSW Cement Employee Gratuity Trust

448
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

B Transactions with related parties for year ended

Particulars Joint venture Associate Other related parties Total
FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
Purchase of Goods/ Power & Fuel/ Services:
JSW Cement FZC 2,005.13 - - - - - - - 2,005.13 - -
JSW IP Holdings Private Limited - - - - - - 102.40 83.00 68.70 102.40 83.00 68.70
JSW Ispat Special Products Limited - - - - - - - 12.30 3.19 - 12.30 3.19
JSW Steel Limited - - - - - - 3,383.03 3,505.39 2,099.31 3,383.03 3,505.39 2,099.31
JSW Energy Limited - - - - - - 1,017.56 1,744.39 1,461.15 1,017.56 1,744.39 1,461.15
JSW Steel Coated Products Limited - - - - - - 40.83 30.95 14.49 40.83 30.95 14.49
South-West Mining Limited - - - - - - 1.81 1.60 1.27 1.81 1.60 1.27
JSW Dharamtar Port Private Limited - - - - - - 281.95 406.78 49.04 281.95 406.78 49.04
Amba River Coke Limited - - - - - - 153.85 222.45 146.60 153.85 222.45 146.60
JSW Global Business Solutions Limited - - - - - - 103.26 80.67 77.20 103.26 80.67 77.20
JSW Bengaluru Football Club Private Limited - - - - - - 20.00 30.00 20.00 20.00 30.00 20.00
JSW Processors & Traders Private Limited - - - - - - 128.19 177.11 200.96 128.19 177.11 200.96
JSW Power Trading Company Limited - - - - - - 35.38 79.37 45.92 35.38 79.37 45.92
Bhushan Power & Steel Limited - - - - - - 421.75 201.08 14.70 421.75 201.08 14.70
JSW Structural Metal Decking Limited - - - - - - 0.83 0.84 0.63 0.83 0.84 0.63
Inspire Institute of Sports - - - - - - 1.06 0.90 1.69 1.06 0.90 1.69
Everbest Consultancy Service Private Limited - - - - - - 2.43 3.45 0.80 2.43 3.45 0.80
Jindal Sanjeevani Hospital - - - - - - - 0.43 0.84 - 0.43 0.84
JSW Jaigarh Port Limited - - - - - - 21.04 14.34 - 21.04 14.34 -
JSW Steel Global Trade PTE Limited - - - - - - - 254.88 - - 254.88 -
Sapphire Airlines Private Limited - - - - - - 23.58 24.25 - 23.58 24.25 -
JSW GMR Cricket Private Ltd - - - - - - 5.36 - - 5.36 - -
JSW Renewable Energy (Cement) Limited - - - 109.02 - - - - - 109.02 - -
JSW Shakti Foundation - - - - - - 1.23 - - 1.23 - -
JSW International Tradecorp Pte Ltd - - - - - - 2,024.29 - - 2,024.29 - -

449
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
JSW Paints Private Limited - - - - - - 11.09 - - 11.09 - -
Mangalore Coal Terminal Private Limited - - - - - - 3.13 - - 3.13 - -
Heal Foundation - - - - - - 0.07 - - 0.07 - -
Total 2,005.13 - - 109.02 - - 7,784.12 6,874.18 4,206.49 9,898.27 6,874.18 4,206.49
Lease liability repayment:
JSW Steel Limited - - - - - - 20.31 22.56 26.60 20.31 22.56 26.60
JSW Bengal Steel Limited - - - - - - 16.92 9.63 16.20 16.92 9.63 16.20
Descon Limited - - - - - - 8.79 8.09 9.50 8.79 8.09 9.50
JSW Realty and Infrastructure Private Limited - - - - - - 7.22 7.75 7.28 7.22 7.75 7.28
Tranquil Homes and Holdings Private Limited - - - - - - 4.62 3.89 5.36 4.62 3.89 5.36
JSW Projects Limited - - - - - - 26.80 15.70 - 26.80 15.70 -
Total - - - - - - 84.66 67.62 64.94 84.66 67.62 64.94
Lease Interest cost:
JSW Steel Limited - - - - - - 9.29 4.81 5.50 9.29 4.81 5.50
JSW Bengal Steel Limited - - - - - - 6.78 7.41 8.00 6.78 7.41 8.00
Descon Limited - - - - - - 0.71 1.40 2.40 0.71 1.40 2.40
JSW Realty and Infrastructure Private Limited - - - - - - 0.98 1.20 1.50 0.98 1.20 1.50
Tranquil Homes and Holdings Private Limited - - - - - - 1.88 2.20 0.10 1.88 2.20 0.10
JSW Projects Limited - - - - - - 1.20 - - 1.20 - -
Total - - - - - - 20.84 17.02 17.50 20.84 17.02 17.50
Donation/ CSR expense:
JSW Foundation - - 1.92 - - 1.92
Total - - 1.92 - - 1.92
Reimbursement of expenses incurred on our
behalf by:
JSW Steel Limited - - - - - - 816.89 925.79 760.08 816.89 925.79 760.08
JSW Realty and Infrastructure Private Limited - - - - - - 0.04 0.27 0.39 0.04 0.27 0.39

450
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
JSW Energy Limited - - - - - - 11.31 4.19 42.40 11.31 4.19 42.40
JSW IP Holdings Private Limited - - - - - - - 0.86 - - 0.86 -
Tranquil Homes and Holdings Private Limited - - - - - - - - 0.20 - - 0.20
Total - - - - - - 828.24 931.11 803.07 828.24 931.11 803.07
Sales of Goods / Services :
JSW Paints Private Limited - - - - - - 15.72 6.20 6.30 15.72 6.20 6.30
JSW Ispat Special Products Limited - - - - - - - - 3.10 - - 3.10
JSW Steel Limited - - - - - - 1,122.73 1,049.31 1,616.00 1,122.73 1,049.31 1,616.00
JSW Steel Coated Products Limited - - - - - - 53.89 52.64 77.70 53.89 52.64 77.70
JSW Energy Limited - - - - - - 1.97 0.25 10.60 1.97 0.25 10.60
Amba River Coke Limited - - - - - - 10.37 8.79 2.10 10.37 8.79 2.10
JSW Dharamtar Port Private Limited - - - - - - 11.14 33.38 18.16 11.14 33.38 18.16
JSW Techno Projects Management Limited - - - - - - 13.08 1.05 28.40 13.08 1.05 28.40
JSW Foundation - - - - - - - 2.27 2.71 - 2.27 2.71
JSW Realty and Infrastructure Private Limited - - - - - - 6.93 8.05 21.10 6.93 8.05 21.10
Epsilon Carbon Private Limited - - - - - - 31.66 14.11 4.14 31.66 14.11 4.14
South-West Mining Limited - - - - - - 12.00 3.54 0.12 12.00 3.54 0.12
JSW Vijayanagar Mettalics Limited - - - - - - 760.07 1,172.44 525.61 760.07 1,172.44 525.61
Bhushan Power & Steel Limited - - - - - - 5.22 - 8.30 5.22 - 8.30
JSW One Distribution Limited 180.06 44.62 0.80 - - - - - - 180.06 44.62 0.80
Neotrex Steel Private Limited - - - - - - 7.38 9.87 20.13 7.38 9.87 20.13
JSW Industrial Gases Private Limited - - - - - - 0.70 - - 0.70 - -
Brahmani River Pellets Limited - - - - - - 4.99 - - 4.99 - -
JSW Shipping & Logistics Private Limited - - - - - - 0.40 - - 0.40 - -
JSW Power Trading Company Limited - - - - - - - - - - - -
JSW Projects limited - - - - - - - - 0.21 - - 0.21
Gopal Traders Private Limited - - - - - - - - 0.30 - - 0.30

451
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
Windsor Residency Private Limited - - - - - - - 0.04 1.09 - 0.04 1.09
Total 180.06 44.62 0.80 - - - 2,058.25 2,361.94 2,346.07 2,238.31 2,406.56 2,346.87
Interest income/ dividend income
JSW Cement FZC 121.90 3.24 - - - - - - - 121.90 3.24 -
JSW Sports Private Limited - - - - - - 281.30 280.04 295.52 281.30 280.04 295.52
JTPM Metal Traders Private Limited - - - - - - 19.00 19.00 19.10 19.00 19.00 19.10
Sapphire Airlines Private Limited - - - - - - 3.41 3.13 1.46 3.41 3.13 1.46
JSW Global Business Solutions Limited - - - - - - - - 1.98 - - 1.98
JSW Energy Limited - - - - - - 5.26 4.73 5.46 5.26 4.73 5.46
Total 121.90 3.24 - - - - 308.97 306.90 323.52 430.87 310.14 323.52
Interest paid on loan /deposit taken from
South-West Mining Limited - - - - - - - 50.62 95.63 - 50.62 95.63
Total - - - - - - - 50.62 95.63 - 50.62 95.63
Guarantee Commission Income:
JSW Cement FZC 32.14 - - - - - - - 32.14 - -
Total 32.14 - - - - - - - - 32.14 - -
Recovery of expenses incurred by us on their
behalf:
JSW Paints Private Limited - - - - - - 5.35 6.89 - 5.35 6.89 -
JSW Energy Limited - - - - - - - 0.75 1.10 - 0.75 1.10
JSW Bengal Steel Limited - - - - - - 2.54 2.91 2.71 2.54 2.91 2.71
JSW Bengaluru Football Club Private Limited - - - - - - - 3.80 5.34 - 3.80 5.34
JSW Steel Limited - - - - - - 1.81 2.95 - 1.81 2.95 -
JSW IP Holdings Private Limited - - - - - - 0.05 - - 0.05 - -
JSW Infrastructure Limited - - - - - - 1.84 - - 1.84 - -
Total - - - - - - 11.59 17.30 9.15 11.59 17.30 9.15

452
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
Purchase of Equity Share:
JSW Cement FZC - - - - - - - - - - - -
JSW One Platforms Limited - 306.82 67.20 - - - - - - 306.82 67.20
JSW Renewable Energy (Cement) Limited - - - 64.04 - - - - 64.04 - -
Total - 306.82 67.20 64.04 - - - - - 64.04 306.82 67.20
Security deposit given
JSW Realty and Infrastructure Private Limited - - - - - - 8.67 15.62 11.84 8.67 15.62 11.84
Sapphire Airlines Private Limited - - - - - - - - 30.00 - - 30.00
Total - - - - - - 8.67 15.62 41.84 8.67 15.62 41.84
Security deposit received back
JSW Bengal Steel Limited - - 2.80 - - 2.80
Total - - - - - - - - 2.80 - - 2.80
Capital Advance given
JSW Steel Limited - - - - - - 43.10 310.00 946.30 43.10 310.00 946.30
Total - - - - - - 43.10 310.00 946.30 43.10 310.00 946.30
Loan repaid
South-West Mining Limited - - - - - - - 500.00 300.00 - 500.00 300.00
Total - - - - - - - 500.00 300.00 - 500.00 300.00
Investment redemption:
JSW Sports Private Limited - - - - - - - 520.00 125.00 - 520.00 125.00
Total - - - - - - - 520.00 125.00 - 520.00 125.00
Loan renewal
JSW Cement FZC 1,376.14 - - - - - - - - 1,376.14 - -
JTPM Metal Traders Private Limited - - - - - - 200.00 - - 200.00 - -
Total 1,376.14 - - - - - 200.00 - - 1,576.14 - -

453
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
Loan repaid by
JSW Cement FZC 113.72 - - - - - - - - 113.72 - -
JSW Global Business Solutions Limited - - - - - - - - 18.37 - - 18.37
Total 113.72 - - - - - - - 18.37 113.72 - 18.37
Contribution to post employment benefits entity
JSW Cement Employee Gratuity Trust - - - - - - 63.00 20.20 8.00 63.00 20.20 8.00
Total - - - - - - 63.00 20.20 8.00 63.00 20.20 8.00

* Amount excludes duties and taxes

Nature of transaction FY 2023-24 FY 2022-23 FY 2021-22

Short-term employee benefits 191.20 188.10 133.40
Sitting fees 8.80 7.30 11.40
Post-employment benefits - - -
Other long-term benefits - - -
Termination benefits - - -
Share-based payment - - -
Total compensation to key management personnel 200.00 195.40 144.80

454
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Notes:
1 The Group has accrued ` 33.30 millions (31st March 2023 : ` 57.10 millions ; 31st March 2022 : ` 11.30 millions) in respect of
employee stock options granted to key managerial personnel. The same has not been considered as managerial remuneration
of the current year as defined under Section 2(78) of the Companies Act, 2013 as the options have not been exercised.

2 As the future liability for gratuity is provided on an actuarial basis for the Group as a whole, the amount pertaining to individual
is not ascertainable and therefore not included above.

Terms and Conditions

Sales:

The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary
course of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related
parties. For the year ended 31st March 2024, 31st March 2023 and 31st March 2022 the Group has not recorded any loss
allowances of trade receivable from related parties.

Purchases:

The purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the
ordinary course of business. Purchase transactions are based on normal commercial terms and conditions and market rates.

Loan to Related Party:

a) Loan to Joint venture –

The Group had given loans to Joint venture for general corporate purposes. The loan balances as at 31st March 2024 was
amounting ` 1,376.14 millions (31st March 2023 :` 1,478.6 millions, 31st March 2022 : Nil). These loans are unsecured and carry
an interest rate ranging from 8.15% to 8.96% per annum and repayable within a period of one to three years.

b) Loans to other related parties-


The Group given loans to other related parties for general corporate purposes. The loan balances as at 31st March 2024 was
amounting ` 200 millions (31st March 2023 : ` 200 millions, 31st March 2022 : ` 200 millions) . These loans are unsecured and
carry an interest rate 9.5% per annum and repayable within a period of one to three years.

Guarantees to joint venture


Guarantees provided to the lenders of the joint venture are for availing term loans and working capital facilities from the lender
banks.

Lease rent paid to Related Party:

For Vijayanagar Plant-
Lease rent paid to JSW Steel Limited Vijaynagar works towards construction on lease land under sub-lease agreements, for 150
Acres of land situated at Tornagallu village, District Bellary Karnataka at an annual rent of ` 6.00 millions (31st March 2023 : `
6.00 millions, 31st March 2022 : ` 6.00 millions).

For Dolvi Plant-

Lease rent paid to JSW Steel Limited, Dolvi Works towards construction, for 20.55 Acres of land situated at Dolvi, District Raigad,
Maharashtra at an annual rent of ` 22.82 millions (31st March 2023 : ` 21.63 millions ; 31st March 2022 : ` 20.60 millions)


The Group had entered into arrangement with JSW Bengal Steel Limited to take on rent Guest House & accommodation facility
for business purpose amounting to ` 16.20 millions for period of 10 years, renewable at option of both the parties.


The Group had entered into arrangement with JSW Realty Infrastructure Private Limited for period of 25 years to take on rent
accommodation facility for business purpose in its integrated township amounting to ` 7.2 millions (31st March 2023 : ` 7.2
millions ; 31st March 2022 : ` 7.2 millions), renewable at option of both the parties.

The transactions other than guarantees given to joint venture are in the ordinary course of business and at arms’ length basis.

455
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Particulars Joint venture Associate Other related parties Total
FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
C Amount due to /from related parties
Trade Payables (including capex payables)
JSW Cement FZC - 232.32 - - - - - - - 232.32 -
JSW Ispat Special Products Limited - - - - - - - 0.31 0.31 - 0.31 0.31
JSW Steel Limited - - - - - - 386.12 217.24 441.08 386.12 217.24 441.08
JSW Energy Limited - - - - - - 58.07 111.37 164.95 58.07 111.37 164.95
South-West Mining Limited - - - - - - 0.67 0.46 0.18 0.67 0.46 0.18
Amba River Coke Limited - - - - - - 104.39 241.40 92.01 104.39 241.40 92.01
JSW Power Trading Company Limited - - - - - - 6.52 5.08 - 6.52 5.08 -
JSW Global Business Solutions Limited - - - - - - 4.13 4.60 - 4.13 4.60 -
JSW IP Holdings Private Limited - - - - - - 43.95 25.40 26.87 43.95 25.40 26.87
JSW Dharamtar Port Private Limited - - - - - - 95.73 25.04 24.81 95.73 25.04 24.81
JSW Processors & Traders Private Limited - - - - - - 0.52 - 20.85 0.52 - 20.85
JSW Realty and Infrastructure Private Limited - - - - - - 1.67 12.79 6.05 1.67 12.79 6.05
Tranquil Homes and Holdings Private Limited - - - - - - 0.02 0.81 0.52 0.02 0.81 0.52
JSW Steel Coated Products Limited - - - - - - 0.72 0.05 - 0.72 0.05 -
Descon Limited - - - - - - 0.94 1.92 0.94 0.94 1.92 0.94
JSW Bengal Steel Limited - - - - - - 27.42 2.62 - 27.42 2.62 -
Inspire Institute of Sports - - - - - - 0.25 1.97 0.56 0.25 1.97 0.56
JSW Structural Metal Decking Limited - - - - - - - 0.11 0.11 - 0.11 0.11
JSW Shakti Foundation - - - - - - - 1.19 - - 1.19 -
JSW Jaigarh Port Limited - - - - - - 13.85 3.43 - 13.85 3.43 -
JSW Bengaluru Football Club Private Limited - - - - - - - 14.19 - - 14.19 -
Everbest Consultancy Service Private Limited - - - - - - - 0.83 - - 0.83 -
JSW Paints Private Limited - - - - - - 28.68 0.01 - 28.68 0.01 -
Sapphire Airlines Private Limited - - - - - - 2.37 4.59 - 2.37 4.59 -
JSW Steel Global Trade PTE Limited - - - - - - 0.27 - - 0.27 - -
JSW Renewable Energy (Cement) Limited - - - 22.21 - - - - - 22.21 - -

456
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
JSW Projects Limited - - - - - - 21.97 - - 21.97 - -
JSW GMR Cricket Private Limited - - - - - - 0.14 - - 0.14 - -
JSW Sports Private Limited - - - - - - 10.15 - - 10.15 - -
South-West Port Limited - - - - - - 3.75 - - 3.75 - -
JSW Foundation - - - - - - - - 0.11 - - 0.11
Total - 232.32 - 22.21 - - 812.30 675.41 779.35 834.51 907.73 779.35
Security and other deposits given
JSW Bengal Steel Limited - - - - - - 20.00 20.00 20.00 20.00 20.00 20.00
JSW IP Holdings Private Limited - - - - - - 1.00 1.00 1.00 1.00 1.00 1.00
JSW Steel Limited - - - - - - 103.20 103.20 103.20 103.20 103.20 103.20
JSW Realty and Infrastructure Private Limited - - - - - - 68.86 60.18 44.57 68.86 60.18 44.57
Sapphire Airlines Private Limited - - - - - - 34.10 34.10 30.00 34.10 34.10 30.00
Total - - - - - - 227.16 218.48 198.77 227.16 218.48 198.77
Capital/revenue advances
JSW Cement FZC 417.84 - - - - - - - - 417.84 - -
JSW One Platforms Limited 0.25 0.07 - - - - - - - 0.25 0.07 -
JSW Steel Coated Products Limited - - - - - - 15.01 6.58 0.85 15.01 6.58 0.85
JSW Power Trading Company Limited - - - - - - 18.29 10.46 9.48 18.29 10.46 9.48
Descon Limited - - - - - - 0.14 0.14 0.14 0.14 0.14 0.14
JSW Bengaluru Football Club Private Limited - - - - - - 0.20 - 4.95 0.20 - 4.95
JSW Processors & Traders Private Limited - - - - - - - 2.01 21.13 - 2.01 21.13
JSW Structural Metal Decking Limited - - - - - - - 0.12 - - 0.12 -
JSW Ispat Special Products Limited - - - - - - - 256.68 252.02 - 256.68 252.02
JSW Steel Limited - - - - - - 1,854.42 1,509.24 1,181.36 1,854.42 1,509.24 1,181.36
Bhushan Power & Steel Limited - - - - - - 57.52 10.44 6.41 57.52 10.44 6.41
JSW Energy Limited - - - - - - 31.30 36.74 48.16 31.30 36.74 48.16
JSW Steel (USA), Inc. - - - - - - - 7.16 7.16 - 7.16 7.16
JSW Steel USA Ohio, Inc. - - - - - - - 7.16 7.16 - 7.16 7.16

457
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
JSW Paints Private Limited - - - - - - 1.44 7.43 - 1.44 7.43 -
JSW Living Private Limited - - - - - - - 0.37 0.37 - 0.37 0.37
JSW Jaigarh Port Limited - - - - - - 0.08 0.05 - 0.08 0.05 -
JSW Foundation - - - - - - 0.01 0.01 - 0.01 0.01 -
JSW International Tradecorp PTE Limited - - - - - - 57.63 - - 57.63 - -
JSW Global Business Solutions Limited - - - - - - 2.66 - - 2.66 - -
Total 418.09 0.07 - - - - 2,038.70 1,854.59 1,539.19 2,456.79 1,854.66 1,539.19
Trade Receivables:
JSW Ispat Special Products Limited - - - - - - - 0.10 0.13 - 0.10 0.13
JSW Steel Limited - - - - - - 106.85 277.68 1,217.76 106.85 277.68 1,217.76
JSW Steel Coated Products Limited - - - - - - 22.31 20.11 18.16 22.31 20.11 18.16
Amba River Coke Limited - - - - - - 0.31 6.22 4.55 0.31 6.22 4.55
JSW Techno Projects Management Limited - - - - - - 2.79 1.23 5.65 2.79 1.23 5.65
JSW Dharamtar Port Private Limited - - - - - - 0.37 7.00 3.95 0.37 7.00 3.95
JSW Foundation - - - - - - - 0.74 - - 0.74 -
JSW Realty and Infrastructure Private Limited - - - - - - 0.89 12.33 22.72 0.89 12.33 22.72
JSW Severfield Structures Limited - - - - - - 0.14 0.14 1.14 0.14 0.14 1.14
Gopal Traders Private Limited - - - - - - 0.12 0.12 0.12 0.12 0.12 0.12
JSW Projects Limited - - - - - - 0.80 0.80 0.80 0.80 0.80 0.80
JSW Paints Private Limited - - - - - - 4.43 - 0.47 4.43 - 0.47
Neotrex Steel Private Limited - - - - - - 2.01 4.35 2.00 2.01 4.35 2.00
JSW One Distribution Limited 5.41 2.50 0.34 - - - - - - 5.41 2.50 0.34
JSW Vijayanagar Mettalics Limited - - - - - - 439.16 214.07 200.77 439.16 214.07 200.77
JSW Industrial Gases Private Limited - - - - - - 0.65 0.07 - 0.65 0.07 -
South-West Mining Limited - - - - - - 4.20 0.36 - 4.20 0.36 -
JSW Energy Limited - - - - - - - - 32.31 - - 32.31
Bhushan Power & Steel Limited - - - - - - 2.79 - - 2.79 - -
Total 5.41 2.50 0.34 - - - 587.82 545.32 1,510.53 593.23 547.82 1,510.87

458
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
Advance received from customers
JSW Steel Limited - - - - - - - 2.03 2.03 - 2.03 2.03
Epsilon Carbon Private Limited - - - - - - 3.28 4.94 1.41 3.28 4.94 1.41
Epsilon Advanced Materials Private Limited - - - - - - - 0.07 0.07 - 0.07 0.07
JSW Foundation - - - - - - 0.17 - 0.43 0.17 - 0.43
JSW Techno Projects Management Limited - - - - - - - - 0.15 - - 0.15
JSW Energy Limited - - - - - - 3.51 3.49 - 3.51 3.49 -
JSW Paints Private Limited - - - - - - - 4.51 - - 4.51 -
JSW Bengal Steel Limited - - - - - - 0.08 - - 0.08 - -
Total - - - - - - 7.04 15.04 4.09 7.04 15.04 4.09
Allowance for expected credit loss
JSW Steel Limited - - - - - - 84.24 - - 84.24 - -
Total - - - - - - 84.24 - - 84.24 - -
Other Receivables
JSW Cement FZC 14.43 14.43 - - - - - - - 14.43 14.43 -
JSW Ispat Special Products Limited - - - - - - - 5.75 5.75 - 5.75 5.75
JSW Steel Limited - - - - - - 214.69 84.48 105.89 214.69 84.48 105.89
JSW Dharamtar Port Private Limited - - - - - - 37.06 6.85 5.00 37.06 6.85 5.00
JSW Paints Private Limited - - - - - - 1.78 0.59 - 1.78 0.59 -
Bhushan Power & Steel Limited - - - - - - 16.30 - - 16.30 - -
Total 14.43 14.43 - - - - 269.83 97.67 116.64 284.26 112.10 116.64
Lease Liability:
JSW Steel Limited - - - - - - 106.63 - 32.17 106.63 - 32.17
JSW Bengal Steel Limited - - - - - - 66.54 74.47 80.96 66.54 74.47 80.96
Descon Limited - - - - - - 3.35 10.86 20.70 3.35 10.86 20.70
JSW Realty and Infrastructure Private Limited - - - - - - 17.85 - 13.92 17.85 - 13.92
Tranquil Homes and Holdings Private Limited - - - - - - 20.80 25.42 - 20.80 25.42 -
JSW Projects Limited - - - - - - 12.78 - - 12.78 - -
Total - - - - - - 227.95 110.75 147.75 227.95 110.75 147.75

459
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars Joint venture Associate Other related parties Total

FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22 FY 2023-24 FY 2022-23 FY 2021-22
Guarantee provided by Company on behalf of:
JSW Cement FZC 14,110.00 14,110.00 - - - - - - - 14,110.00 14,110.00 -
Total 14,110.00 14,110.00 - - - - - - - 14,110.00 14,110.00 -
Loan given
JSW Cement FZC 1,376.14 1,478.60 - - - - - - - 1,376.14 1,478.60 -
JTPM Metal Traders Private Limited - - - - - 200.00 200.00 200.00 200.00 200.00 200.00
Total 1,376.14 1,478.60 - - - - 200.00 200.00 200.00 1,576.14 1,678.60 200.00
Loan taken
South-West Mining Limited - - - - - - - - 500.00 - - 500.00
Total - - - - - - - - 500.00 - - 500.00
Interest receivable on Investment in Debenture
JSW Sports Private Limited - - - - - - 904.25 651.08 541.28 904.25 651.08 541.28
Total - - - - - - 904.25 651.08 541.28 904.25 651.08 541.28
Interest payable on loan availed
JSW Paints Private Limited - - - - - - - - 0.25 - - 0.25
Total - - - - - - - - 0.25 - - 0.25
Interest receivable on Loan given
JSW Ispat Special Products Limited - - - - - - - 53.08 53.08 - 53.08 53.08
JSW Cement FZC 194.25 84.09 - - - - - - 194.25 84.09 -
JTPM Metal Traders Private Limited - - - - - - - - 17.10 - - 17.10
Sapphire Airlines Private Limited - - - - - - - - 1.31 - - 1.31
Total 194.25 84.09 - - - - - 53.08 71.49 194.25 137.17 71.49

Notes :
1 JSW Ispat Special Products Limited merged with JSW Steel limited with effect from 31st July 2023, hence current year transactions and balances have been merged with JSW Steel Limited.

2 The closing balance of guarantees provided by the Group on behalf of Joint venture represent the gross amount. Please refer note 38 (g) for net exposure of the Group related to financial
guarantees. The differential amount represents loans not drawn or repayments made to the lenders.

3 The transactions are disclosed under various relationships based on the status of related parties on the date of transactions.

460
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
D Related party transactions with Subsidiaries eliminated during the period/year while preparing the Restated Consolidated
Financial Information
1 JSW Cement Limited

Nature of Transactions For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Purchases of goods/services
Shiva Cement Limited 3,668.28 476.39 10.11
JSW Green Cement Private Limited 1.43 - -
Utkarsh Transport Private Limited 69.40 105.42 94.45
JSW Cement FZC - 665.38 212.85

Sale of goods
Shiva Cement Limited 90.50 124.10 32.50
JSW Green Cement Private Limited 433.61 338.22 134.70

Guarantee commission income

Shiva Cement Limited 19.61 15.29 4.40
JSW Cement FZC - 14.65 13.22

Recovery of expenses from

Shiva Cement Limited - - 0.20
JSW Green Cement Private Limited 68.52 35.83 32.23
Utkarsh Transport Private Limited 6.09 - 4.60
JSW Cement FZC - - 4.10

Reimbursement of expenses by
Shiva Cement Limited 7.37 - 80.00

Interest income
Shiva Cement Limited 584.89 366.24 243.36
JSW Green Cement Private Limited 12.56 6.04 7.48
Utkarsh Transport Private Limited 103.89 46.81 18.65
JSW Cement FZC - 79.65 1.15

Lease liability repayment

Shiva Cement Limited - - 0.10

Loan given
Shiva Cement Limited 1,212.22 2,276.90 2,519.28
JSW Green Cement Private Limited 155.00 44.60 22.60
Utkarsh Transport Private Limited 701.50 764.28 360.42
JSW Cement FZC - 1,306.07 113.72

461
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Nature of Transactions For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Loan repaid by
Shiva Cement Limited 450.00 - -
JSW Green Cement Private Limited 45.70 0.50 20.00
Utkarsh Transport Private Limited 16.00 258.90 193.00

Loan renewal
Shiva Cement Limited 1,417.51 - -

Purchase of equity share

JSW Cement FZC - - 223.45

Purchase of property, plant and equipment

Shiva Cement Limited - - 1.19

Sale of property, plant and equipment

Shiva Cement Limited - - 2.50

Guarantee provided on behalf of

Shiva Cement Limited 8,500.00 - 10,660.00
JSW Cement FZC - 7,585.00 720.30

Guarantee withdrawal on behalf of

Shiva Cement Limited 10,660.00 - -

Total 28,224.08 14,510.27 15,730.56

462
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Outstanding Account Balance As at 31st March As at 31st March As at 31st March

2024 2023 2022
Accounts payable
Shiva Cement Limited - 84.92 5.36
JSW Green Cement Private Limited 0.92 - -
Utkarsh Transport private Limited 5.67 12.42 16.48

Accounts receivable
Shiva Cement Limited 56.66 50.68 111.94
JSW Green Cement Private Limited 303.82 224.09 76.77

Other receivables
Shiva Cement Limited - 10.00 -
JSW Green Cement Private Limited 7.74 2.03 -
Utkarsh Transport Private Limited - 5.13 -
JSW Cement FZC - - 14.43

Capital/revenue advances
Shiva Cement Limited 1,429.57 - -
Utkarsh Transport Private Limited 24.80 36.87 43.08

Interest receivable on loan given

Shiva Cement Limited 136.19 101.68 68.85
JSW Green Cement Private Limited 3.66 1.65 1.73
Utkarsh Transport Private Limited 28.46 14.21 16.79
JSW Cement FZC - - 1.15

Loans given
Shiva Cement Limited 6,975.91 6,213.69 3,936.79
JSW Green Cement Private Limited 222.20 112.90 68.80
Utkarsh Transport Private limited 1,575.56 890.06 383.79
JSW Cement FZC - - 113.72

1% Optionally convertible cumulative redeemable preference

shares
Shiva Cement Limited 642.70 1,000.00 1,000.00

Guarantee provided on behalf of

Shiva Cement Limited 8,500.00 10,660.00 10,660.00
JSW Cement FZC - - 6,525.00

Total 19,913.86 19,420.33 23,044.68

463
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
2 Shiva Cement Limited

Nature of Transaction For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Purchases of goods/services
JSW Cement Limited 100.48 124.10 32.50
Utkarsh Transport Private Limited - - 1.06

Sale of goods
JSW Cement Limited 3,668.28 476.39 10.11

Interest expense
JSW Cement Limited 584.89 366.24 243.36

Lease rent received

JSW Cement Limited - - 0.10

Loan received
JSW Cement Limited 1,212.22 2,276.90 2,519.28

Loan repaid to
JSW Cement Limited 450.00 - -

Sale of property, plant and equipment

JSW Cement Limited - - 1.19

Purchase of property, plant and equipment

JSW Cement Limited - - 2.50

Recovery of expenses from

JSW Cement Limited 7.37 - 80.00

Reimbursement of expense by
JSW Cement Limited - - 0.20

Total 6,023.24 3,243.63 2,890.30

464
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Outstanding Account Balance As at As at As at

31st March 2024 31st March 2023 31st March 2022
Accounts payable
JSW Cement Limited - - 106.54

Accounts receivable
JSW Cement Limited - 79.92 -

Advance from customer

JSW Cement Limited 1,318.16 - -

Interest payable
JSW Cement Limited 136.19 101.68 68.83

1% Optionally convertible cumulative redeemable preference

shares
JSW Cement Limited 1,000.00 1,000.00 1,000.00

Loans and advances payable

JSW Cement Limited 6,975.91 6,213.69 3,936.79

Total 9,430.26 7,395.29 5,112.16

465
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
3 Utkarsh Transport Private Limited

Nature of Transaction For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Sale of goods/services
JSW Cement Limited 66.94 105.42 94.45
Shiva Cement Limited - - 1.06

Interest expense
JSW Cement Limited 103.89 46.81 18.65
JSW Green Cement Private Limited - 0.02 -

Loan received
JSW Cement Limited 701.50 764.28 360.42
JSW Green Cement Private Limited - 75.00 -

Loan repaid to
JSW Cement Limited 16.00 258.90 193.00
JSW Green Cement Private Limited - 75.00 -

Reimbursement of expense incurred on our behalf by

JSW Cement Limited 6.09 - 4.60

Total 894.42 1,325.43 672.18

Outstanding Account Balance As at As at As at

31st March 2024 31st March 2023 31st March 2022
Accounts receivable
JSW Cement Limited 25.31 12.35 -

Interest payable
JSW Cement Limited 28.46 14.21 16.79

Loans and advances payable

JSW Cement Limited 1,575.56 890.06 383.79

Total 1,629.33 916.62 400.58

466
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
4 JSW Green Cement Private Limited

Nature of Transaction For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Purchases of goods/services
JSW Cement Limited 433.61 338.22 134.70

Sale of goods
JSW Cement Limited 1.43 - -

Interest expenses
JSW Cement Limited 12.56 6.04 7.48

Loan received
JSW Cement Limited 155.00 44.60 22.60

Reimbursement of expenses incurred on our behalf by

JSW Cement Limited 68.52 35.83 32.23

Loan repaid
JSW Cement Limited 45.70 0.50 20.00

Interest income on loan given

Utkarsh Transport Private Limited - 0.02 -

Loan given
Utkarsh Transport Private Limited - 75.00 -

Loan repaid
Utkarsh Transport Private Limited - 75.00 -

Total 716.82 575.21 217.01

467
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Outstanding Account Balance As at As at As at

31st March 2024 31st March 2023 31st March 2022
Accounts payable
JSW Cement Limited 223.29 224.09 47.16

Accounts receivable
JSW Cement Limited 0.99 - -

Interest payable
JSW Cement Limited 3.66 1.65 1.73

Advance from customer

JSW Cement Limited - - 10.28

Loans and advances payable

JSW Cement Limited 222.20 112.90 68.80

Total 450.14 338.64 127.97

5 JSW Cement FZC

Nature of Transaction For the period ended For the period ended
21st March 2023 31st March 2022
Sale of goods
JSW Cement Limited 665.38 212.85

Reimbursement of expenses incurred on our behalf by

JSW Cement Limited - 4.10

Loan received
JSW Cement Limited 1,306.07 113.72

Interest expense
JSW Cement Limited 79.65 1.15

Total 2,051.10 331.82

468
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Outstanding Account Balance As at As at

31st March 2023 31st March 2022
Loans and advances payable
JSW Cement Limited - 113.72

Other payables
JSW Cement Limited - 14.43

Subscription to equity share capital

JSW Cement Limited - 223.45

Interest payable
JSW Cement Limited - 1.15

Loan received
JSW Cement Limited - 113.72

Total - 466.47

Terms and Conditions

Sales:
The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary course
of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties. For
the year ended 31st March 2024, 31st March 2023 and 31st March 2022 the Group has not recorded any loss allowances of trade
receivable from related parties.

Purchases:
The purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary
course of business. Purchase transactions are based on normal commercial terms and conditions and market rates.

Loan to Subsidiaries
The Company had given loans to subsidiaries for business purposes. These loans are unsecured and carry an interest rate ranging from
8.15% to 8.96% per annum and repayable within a period of one to three years.

Guarantees to subsidiary
Guarantees provided to the lenders of the subsidiary are for availing term loans and working capital facilities from its banks.

469
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Note 38 Other Notes
a) Contingent liabilities not provided for in respect of disputed claims/ levies (excluding interest, if any):

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Custom duty 227.03 225.04 225.04
Excise duty 67.75 27.43 42.45
Cess under the Building and other Constructions Workers Act, 1946 20.00 20.00 20.00
VAT 48.22 48.74 48.74
Entry tax 0.64 0.64 0.64
Service tax/ Goods and service tax 124.90 119.39 115.24
Income Tax 540.58 415.60 157.06
Compensation for excess mining of Limestone - - 185.77
Royalty demand 11.15 - -
Total 1,040.27 856.84 794.94

i. Customs duty cases disputes pertaining to import of coal under different chapter headings.

ii. Excise duty cases includes disputes pertaining to classification of steel, cement, TMT, angle channel, etc used in fabrication of
machinery under different chapter heading.

iii. Cess related cases pertains to demand of cess under the provisions of Building and other Construction Act, 1996 by the Department
on employment of outsourced workers by the Group.

iv. VAT case relates to imposition of penalty on availment of ineligible ITC.

v. GST cases relates to disallowance of ITC on credit distributed as an ISD.

vi. Service tax case includes disallowance of Service tax credit availed on GTA and ineligible services.

vii. Income tax cases include disputes on account of additional depreciation, Interest under Section 14A and Other matters.

viii. Differential royalty demand based on the highest royalty rate

ix. There are several other cases which has been determined as remote and hence not been disclosed above.

There are no contingent liabilities in joint ventures, JSW One Platforms Limited as at 31st March 2024, 31st March 2023 and 31st
March 2022.

There are no contingent liabilities in joint ventures, JSW Cement FZC as at 31st March 2024, 31st March 2023.

There are no contingent liabilities in associate, JSW Renewable Energy (Cement) Limited as at 31st March 2024.

470
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
b) Commitments:

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Estimated amount of contract remaining to be executed on capital 2,342.83 2,543.36 7,142.09
accounts and not provided for (net of advances)

The Group’s share of the capital commitments made by its joint venture, JSW Cement FZC is as follows

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Commitments to contribute funds for the acquisition of property, 332.79 1,392.79 -
plant and equipment (net of advances)

JSW One Platforms Limited (joint venture) did not have any capital commitments as at 31st March 2024, 31st March 2023 and 31st
March 2022.

JSW Renewable Energy (Cement) Limited (associate) did not have any capital commitments as at 31st March 2024.

c) Employee Share Based Payment Plans:

The Parent Company has provided share-based payment schemes to its employees.

 shareholders of the Parent Company in their meeting held on 30th March, 2016 formulated the JSW Cement Employee Stock
The
Ownership Plan- 2016 (‘ESOP Plan 2016’) which was amended by the shareholders in their Extra-Ordinary General Meeting held
on 21st May, 2016 and further amended in Extra-Ordinary General Meeting held on 30th May, 2017. Under the ESOP Plan 2016,
all Employees designated as Junior Manager (L08) and above based on defined criteria were to get maximum three annual
grants on Grant 1 on 1st April 2016, Grant 2 on 1st April 2017, Grant 3 on 1st April 2018.

As the Parent Company has grown substantially in last 5 years and with an intention that all the employee (including new
employee added in last five years) working for the Parent Company should benefit from the Company ESOP Plan, the Parent
Company in the Extra-Ordinary meeting held on 30th November 2021 approved the Employee Stock Ownership Plan 2021
(‘ESOP Plan 2021’). Under ESOP Plan 2021, all the employees on the Parent company payroll will receive based on defined
criteria. The Company has given 1st Grant on 1st December, 2021, 2nd Grant on 1st April 2022 and 3rd on 23rd February 2024.

The total number of grants available under both ESOP plan is 4,10,98,010

During the year the Company has aligned both the plans as per the provision of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations 2021

The key terms of and position grants under both the plans are as under:

471
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
ESOP Plan 2016 plan - Outstanding and relevant terms are as follows:

Particulars FY 2016-17 FY 2017-18 FY 2018-19

(Grant 1) (Grant 2) (Grant 3)
Date of Grant 1st April, 2016 1st April, 2017 1st April, 2018
Vesting Period 1 year 50% in 3rd year i.e. 50% in 3rd year i.e.
i.e. from 01.04.2016 to 31.03.2020 31.03.2021
31.03.2017 50% in 4th year i.e. 50% in 4th year i.e.
31.03.2021 31.03.2022
Outstanding as on 1st April 2022 2,835,373 3,334,883 8,644,403
Options encashed during the year 278,128 300,071 1,026,382
Outstanding as on 31st March 2023 2,557,245 3,034,812 7,618,021
Options encashed during the year 132,146 179,317 679,973
Outstanding as on 31st March 2024 2,425,099 2,855,495 6,938,048
Vested 2,425,099 2,855,495 6,938,048
Unvested - - -
Method of settlement (on vesting) Equity Settled
Exercise Price (` per share) 68.70 68.50 42.77
Fair value of option on date of grant 43.24 40.49 23.49
A description of the method and significant The fair value option has been calculated by using Black-Scholes Method, The
assumptions used during the year to assumptions used in above are
estimate the fair value of options including
the following information
Expected Volatility Average rate of 28%
Volatility was calculated using standard deviation of daily change in stock price
of comparative companies of same industry
Exercise Period 10 years 9 years 8 years
Remaining expected life 2 years 2 years 2 years
Risk-free interest rate 5.00% 5.00% 5.00%
The method used and the assumptions Black Scholes option pricing model
made to incorporate the effects of early
exercise
How expected volatility was determined, The following factor has been considered
including an explanation of the extent to a) Share price
which expected volatility was based on b) Exercise prices
historical volatility c) Historical volatility
d) Expected option life

472
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
ESOP Plan 2021 plan - Outstanding and relevant terms are as follows:
Particulars FY 2021-22 FY 2022-23 FY 2023-24
(Grant 1) (Grant 2) (Grant 3)
Date of Grant 1st December, 2021 1st April, 2022 23rd February, 2024
Vesting Period 25% in 12 months 25% in 12 months 25% in 12 months
i.e. 01.12.2022 i.e. 01.04.2023 i.e. 23.02.2025
25% in 16 months 25% in 24 months 25% in 13 months
i.e. 01.04.2023 i.e. 01.04.2024 i.e. 01.04.2025
50% in 28 months 50% in 36 months 50% in 25 months
i.e. 01.04.2024 i.e. 01.04.2025 i.e. 01.04.2026
Outstanding as on 1st April 2022 5,190,391 - -
Granted during the year - 6,409,111 -
Options lapsed during the year 570,873 756,813 -
Options encashed during the year 173,488 - -
Outstanding as on 31st March 2023 4,446,030 5,652,298 -
Granted during the year - - 6,983,230
Options lapsed during the year 91,503 185,483 51,135
Options encashed during the year 260,161 384,128 -
Outstanding as on 31st March 2024 4,094,366 5,082,687 6,932,095
Vested 2,047,183 1,270,672 -
Unvested 2,047,183 3,812,015 6,932,095
Method of settlement (on vesting) Equity Settled
Exercise Price (` per share) 10.00 10.00 63.00
Fair value of option on date of grant Vesting date Vesting date Vesting date
01.12.2022 01.04.2023 23.02.2025
01.04.2023 01.04.2024 01.04.2025
01.04.2024 01.04.2025 01.04.2026
A description of the method and significant The fair value option has been calculated by using Black-Scholes Method, The
assumptions used during the year to assumptions used in above are
estimate the fair value of options including
the following information
Expected Volatility The volatility used for The volatility used for The volatility used for
valuation is 35.00 % valuation is 31.91 % valuation is 31.22 % for
options with 1 year
vesting, 30.56 % with
1.17 years
vesting and 35.51 % with
2.17 years vesting
Exercise period 7 years 7 years 5 years
Remaining expected life 5 years 5 years 5 years
Average risk-free interest rate 5.00% 5.66% 7.18%
The method used and the assumptions Black Scholes option pricing model
made to incorporate the effects of early
exercise
How expected volatility was determined, The following factor has been considered
including an explanation of the extent to a) Share price
which expected volatility was based on b) Exercise prices
historical volatility c) Historical volatility
d) Expected option life
Expenses related to current financial year debited to Restated Consolidated Statement of Profit & Loss ` 235.04 millions
(31st March 2023 : ` 435.47 millions ; 31st March 2022 : 104.90 millions).

473
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
d) Employee Benefits:
i) Defined Contribution Plan:
Retirement Benefits in the form of Provident Fund and National Pension Scheme which are defined contribution schemes are charged
to the Restated Statement of Profit and Loss for the period in which the contributions to the respective funds accrue as per relevant
rules / statutes.

ii) Defined Benefit Plans

Under the Gratuity plan, the eligible employees are entitled to post-retirement benefit at the rate of 15 days salary for each year
of service until the retirement age of 58 and 60 without any payment ceiling. The vesting period for Gratuity as payable under The
Payment of Gratuity Act, 1972 is 5 years.

The fund is managed by JSW Cement Employee Gratuity Trust and it is governed by the Board of trustees. The Board of trustees are
responsible for the administration of the plan assets and for defining the investment strategy.

During the financial year 2022-2023, the compensated absence plans were revised as detailed below:

1. Priviledged Leave (PL) - Unutilised PL balance at the end of the calendar year (31st December) shall be encashed at the prevailing
basic pay and no carry forward is allowed.

2. Contingency Leave (CoL) - The existing casual leave and sick leave were clubbed together and shall be called as CoL. The annual
credit of a contingency leave shall be 14 days for plant locations and 8 days for Corporate and other locations. Maximum accumulation
of 30 days is allowed and cannot be encashed.

The plans in India typically expose the Group to actuarial risks as per table below.

Investment risk The probability or likelihood of occurrence of losses relative to the expected return on any
particular investment
Interest risk The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will result
in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value
of the liability (as shown in Restated Consolidated Financial Information)
Liquidity risk This is the risk that the Group is not able to meet the short-term gratuity payouts. This may arise
due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not
being sold in time
Salary escalation The present value of the defined benefit plan is calculated with the assumption of salary
risk increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants
from the rate of increase in salary used to determine the present value of obligation will have a bearing on the
plan's liability.
Demographic risk The Group has used certain mortality and attrition assumptions in valuation of the liability.
The Group is exposed to the risk of actual experience turning out to be worse compared to the assumption
Regulatory risk Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972
(as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts
Market risk The duration of the liability is longer compared to duration of assets, exposing the Group to market risk for
volatilities/fall in interest rate

No other post-retirement benefits are provided to these employees.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31st
March 2024 by Independent, Qualified Actuary. The present value of the defined benefit obligation, and the related current service
cost and past service cost, were measured using the projected unit credit method

474
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
(iii) Defined benefit plans - Gratuity

Particulars As at 31st As at 31st As at 31st As at 31st As at 31st As at 31st

March 2024 March 2024 March 2023 March 2023 March 2022 March 2022
Funded Unfunded Funded Unfunded Funded Unfunded
a. Changes in Present Value of obligations:
Opening Balance of present value of obligation 174.84 11.87 134.60 25.85 109.46 18.11
Service Cost 28.96 2.68 24.68 10.64 20.80 7.65
Interest Cost 12.79 0.89 8.74 1.30 7.44 1.03
Actuarial (gain)/loss on obligation 14.90 1.58 23.60 (2.04) 5.06 3.09
Benefits paid (6.88) (2.64) (16.78) (1.90) (8.16) (4.03)
Transfer In / (Out) - 5.74 - (21.99) - -
Deconsolidation of subsidiary - - - - - -
Closing Balance 224.61 20.12 174.84 11.86 134.60 25.85

b. Fair Value of Plan assets:

Opening Balance of Fair Value of Plan Assets 127.70 - 116.41 - 110.60 -
Expected Return on Plan assets less loss on 9.34 - 7.56 - 7.52 -
investments
Actuarial gain / (loss) on Plan Assets 2.46 - 0.30 - (1.53) -
Employers' Contribution 63.00 - 20.20 - 8.00 -
Benefits paid (6.88) - (16.78) - (8.16) -
Closing Balance 195.62 - 127.69 - 116.43 -

c. Net Asset/(Liability) recognised in the

Restated Consolidated Statement of Assets
and Liabilities:
Present Value of obligations (224.61) (20.12) (174.84) (11.86) (134.60) (25.85)
Fair value of plan asset 195.62 - 127.69 - 116.43 -
Net Asset/(Liability) recognised in the (28.99) (20.12) (47.15) (11.86) (18.17) (25.85)
Restated Consolidated Statement of Assets
and Liabilities (Refer Note 23)

d. Expenses during the year:

Service cost 28.96 2.68 24.68 10.64 20.80 7.65
Interest cost 12.79 0.89 8.74 1.30 7.44 1.03
Expected return on plan assets (9.34) - (7.56) - (7.52) -
Component of defined benefit cost recognised 32.41 3.57 25.86 11.94 20.72 8.68
in the Restated Consolidated Statement of
Profit & Loss (a)

475
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated

Particulars As at 31st As at 31st As at 31st As at 31st As at 31st As at 31st

March 2024 March 2024 March 2023 March 2023 March 2022 March 2022
Funded Unfunded Funded Unfunded Funded Unfunded
Remeasurement of net defined benefit liability
-Actuarial (gain) / loss on defined benefit 14.90 1.58 23.60 (2.04) 5.06 3.09
obligation
-Return on plan assets (excluding interest (2.46) (2.64) (0.30) - 1.53 -
income)
Component of defined benefit cost recognised 12.44 (1.06) 23.30 (2.04) 6.59 3.09
in Restated Other Comprehensive Income (b)
Total (a+b) 44.85 2.51 49.16 9.90 27.31 11.77
e. Break up of Plan Assets as a percentage
of total plan assets:
Insurer Managed Funds – Value 193.68 - 127.31 - 115.91 -
Bank 1.95 - 0.48 - 0.53 -
Total 195.63 - 127.79 - 116.44 -

f. Principal actuarial assumptions :

Rate of discounting 7.20% 7.15% 7.30% 7.45% 6.50% 2.00% -
7.15%
Rate of increase in salaries 10.00% 6.00% 8.00% 6.00% 6.00% 5.00% -
6.00%
Attrition rate 15.00% 5.00% 14.00% 2.00% 14.00% 2.00%

g. Breakup of Plan Assets

HDFC Group Unit Linked Plan - Option B - - 13.32 - 12.76 -
HDFC Life Stable Management Fund - - 13.36 - 12.82 -
HDFC Life Secure Management Fund 23.16 - - - - -
HDFC Life Defensive Managed Fund 38.06 - 7.89 - 7.66 -
HDFC Life Group Traditional Plan 15.41 - - - - -
Canara HSBC OBC Life Group Traditional Plan 117.05 - 92.74 - 82.67 -
Bank Balance 1.95 - 0.48 - 0.53 -
Total 195.63 - 127.79 - 116.44 -

The Group has created irrevocable trust named “JSW Cement Employees’ Gratuity Trust” for providing gratuity benefits to the
employees and current year contribution to the trust is ` 63.00 millions (31st March 2023 : ` 20.20 millions ; 31st March 2022 : ` 8
millions).

476
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
iv. Experience adjustments :

Particulars 2023-24 2022-23 2021-22 2020-21 2019-20

Funded Funded Funded Funded Funded
Defined Benefit Obligation 244.73 186.70 160.45 124.00 110.70
Plan Assets 195.62 127.69 116.43 110.60 77.80
(Deficit)/ surplus (49.11) (59.01) (44.02) (13.40) (32.90)
Experience adjustments on Plan (10.04) 12.97 (4.00) (8.30) (1.50)
Liabilities –loss/(gain)
Experience adjustments on Plan Assets - - - - 0.90
–loss/(gain)

a) The Group expects to contribute ` 62.47 millions (31st March 2023 : ` 74.20 millions, 31st March 2022 : ` 38.90 millions) to its
gratuity plan for the next year.

b) In assessing the Group’s post retirement liabilities, the Group monitors mortality assumptions and uses up-to-date mortality tables.
The base being the Indian assured lives morality (2012-14).

c) The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates
available on applicable bonds as on the current valuation date.

d) The salary growth rate indicated above is the Group’s best estimate of an increase in salary of the employees in future years,
determined considering the general trend in inflation, seniority, promotions, past experience and other relevant factors such as
demand and supply in employment market, etc.

e) Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund
during the estimated term of obligation after considering several applicable factors such as composition of plan assets, investment
strategy, market scenario etc.

v) Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase
and mortality. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring
at the end of the reporting period, while holding all other assumptions constant.

Particulars As at 31st March 2024 As at 31st March 2023 As at 31st March 2022
Increase Decrease Increase Decrease Increase Decrease
Discount rate (1% movement) (12.82) 14.21 (9.50) 10.50 (8.50) 9.40
Future salary growth (1% movement) 13.75 (12.66) 10.40 (9.70) 9.20 (8.60)
Attrition rate (50% attrition rate) (11.16) 20.18 (3.60) 5.20 (2.10) 2.20

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is
unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated
using the projected unit credit method at the end of the reporting year, which is the same as that applied in calculating the defined
benefit obligation recognised in Balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

477
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
vi) Maturity Profile of Defined Benefit Obligation

Particulars Less than a year Between 1 to 5 Over 5 years Total

years
As at 31 March 2024 41.61 131.05 221.83 394.49
As at 31 March 2023 32.30 102.95 165.35 300.60
As at 31 March 2022 29.61 82.97 125.75 238.33

Amounts required to cover end of service benefits at the statement of financial position date are computed pursuant to the applicable
Labour Law based on the employees’ accumulated period of service and current basic remuneration at that date.

A liability is recognised for benefits accruing to employees in respect to wages and salaries, annual leaves in the period the related
services are rendered at the undiscounted amount of benefits expected to be paid in exchange for that services.

vii) Provident Fund:

Under defined contribution plans, provident fund, the Group pays pre-defined amounts to separate funds and does not have any legal
or informal obligation to pay additional sums. Defined Contribution plan comprise of contributions to the employees’ provident fund
set up as trust and certain state plans like Employees’ State Insurance. The Group’s payments to the defined contribution plans are
recognised as expenses during the period in which the employees perform the services that the payment covers.

Group’s contribution to Provident Fund recognised in Restated Consolidated Statement of Profit and Loss ` 70.08 millions (31st March
2023 : ` 61.22 millions; 31st March 2022 : ` 49.27 millions)

Group’s contribution to National pension scheme recognised in Restated Consolidated Statement of Profit and Loss ` 12.03 millions
(31st March 2023 : ` 7.03 millions; 31st March 2022 : ` 5.20 millions).

Group’s contribution to ESIC recognised in Restated Consolidated Statement of Profit and Loss ` 0.31 millions (31st March 2023 :
` 0.35 millions ; 31st March 2022 : ` 0.58 millions).

viii) Compensated Absences

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Present value of obligation 38.49 37.70 120.20
Expense recognised in Restated Consolidated Statement of Profit 12.70 30.80 19.40
and Loss
Discount rate (p.a.) 7.15% to 7.20% 7.30% to 7.45% 2.90% to 7.15%
Salary escalation (p.a.) 6% to 10 % 6.00%-8.00% 5.00%-6.00%

The Group has a policy on compensated absences with provisions on accumulation and encashment by the employees during
employment or on separation from the Group due to death, retirement or resignation. The expected cost of compensated absences
is determined by actuarial valuation performed by an independent actuary at the balance sheet date using projected unit credit
method.

478
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
ix) The Code on Social Security, 2020 (“the Code’’) received presidential assent on 28th September, 2020. However, the date on which
the Code will come into effect has not yet been notified. The Company will record any related financial impact of the Code in the books
of account, in the period(s) in which the Code becomes effective.

e) Segment reporting:
T he Group is primarily in the business of manufacturing and sale of cement and cement related product. As per IND AS 108 “Operating
Segments” specified under Section 133 of the Companies Act 2013, there are no other reportable business applicable to the Group.

T he information relating to revenue from external customers and location of non-current assets of its single reportable segment has
been disclosed as below.

a) Revenue from operations

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Within India 60,065.92 54,388.51 43,768.00
Outside India 215.11 3,978.73 2,917.70
Total 60,281.03 58,367.24 46,685.70

Revenue from operations have been allocated on the basis of location of customers.

479
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
b) Non-current operating assets (other than financial instruments and deferred taxes)

Particulars As at 31st March 2024 As at 31st March 2023 As at 31st March 2022
ASSETS Within India Outside India Total Within India Outside India Total Within India Outside India Total
(a) Property, plant and equipment 48,702.35 - 48,702.35 34,933.18 - 34,933.18 31,384.98 6,948.60 38,333.58
(b) Capital work-in-progress 7,391.82 - 7,391.82 15,753.88 - 15,753.88 8,621.33 101.60 8,722.93
(c) Right of use 4,237.47 - 4,237.47 2,256.89 - 2,256.89 2,031.92 2,267.30 4,299.22
(d) Intangible assets 6,775.94 - 6,775.94 6,925.11 - 6,925.11 763.51 - 763.51
(e) Intangible assets under development 308.01 - 308.01 153.10 - 153.10 39.55 - 39.55
(f) Goodwill 2,169.39 - 2,169.39 2,332.28 - 2,332.28 2,332.28 - 2,332.28
(i) Income tax assets (net) 575.56 - 575.56 284.89 - 284.89 19.39 - 19.39
(j) Other non-current assets 6,632.33 - 6,632.33 6,761.46 - 6,761.46 4,834.91 882.70 5,717.61
(k) Financial assets 4,539.19 - 4,539.19 1,244.94 1,244.94 818.53 - 818.53
Total non-current assets 81,332.06 - 81,332.06 70,645.73 - 70,645.73 50,846.40 10,200.20 61,046.60

f) Earnings per share (EPS):

Particulars For the year ended For the year ended For the year ended
31st March 2024 31st March 2023 31st March 2022
Profit attributable to equity shareholders (` in millions) (A) 898.07 1,367.80 2442.74
Weighted average number of equity shares at for basic EPS (B) 986,352,230 986,352,230 986,352,230
Effect of dilution
Weighted average number of ESOP 14,166,953 14,282,552 8,040,182
Weighted average number of equity shares adjusted for the effects of dilution* (C) 1,000,519,183 1,000,634,782 994,392,412
Earnings per share of ` 10 each
Basic EPS (Amount in `) : (A/B) 0.91 1.39 2.48
Diluted EPS (Amount in `) : (A/C) 0.90 1.37 2.46

*As per the subscription agreement, number of equity shares to be issued by the Group to investors against compulsory convertible preference shares are dependent upon fair value of the group on the
date of conversion and accordingly, have not been considered for determination of basic and diluted earning per share, as applicable for the year.

480
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
g) Financial Guarantee
The Group has issued financial guarantees to bank on behalf of and in respect of loan facilities availed by joint venture.

Refer below for details of exposure towards financial guarantee issued as at 31st March 2024 and 31st March 2023:

Particulars As at As at
31st March 2024 31st March 2023
Guarantees for loans taken by JSW Cement FZC 14,110.00 14,110.00
Total 14,110.00 14,110.00

h) As at 31st March, 2024; the current liabilities exceeds current assets of the Group by ` 12,700.09 millions. Basis predicated cash
flows from operations for the financial year 2024-25 and sanctions received from lenders to refinance the long-term borrowings, the
management is confident that the Group would be in a position to service its liabilities in the foreseeable future.

i) The Holding Company, its two subsidiaries : Shiva Cement Limited and JSW Green Cement Limited, its associate : JSW Renewable
Energy (Cement) Limited and joint venture : JSW One Platforms Limited, incorporated in India uses an accounting software for
maintaining its books of accounts which has feature of recording audit trail of each and every transaction, creating an edit log of
each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot
be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as
the Companies (Accounts) Amendment Rules, 2021. However, the audit trail feature is not enabled for direct changes to data in the
underlying database. The Group as per its policy has not granted privilege access for change to data in the underlying database as
evident from the manual log being maintained in this regard.

In the month of March 2024 the holding company, its two subsidiaries, its associate and joint venture incorporated in India, have
implemented Privileged Access Management tool (PAM), onboarded the SAP database servers on the PAM tool and the process of
monitoring database is currently under testing phase. The PAM is identity management tool which focuses on the control, monitoring,
and protection of privileged accounts within an organization. The PAM tool saves complete screen video recording sessions of all the
admin activities as soon as they authenticate on the PAM console and connect to the target resources (Servers, Network Devices,
Applications and Database) which acts as an audit trail feature.

T he Group did not come across any instance of audit trail feature being tampered with, in respect of accounting software for the
period for which the audit trail feature was operating.

F urther, with respect to one subsidiary namely Utkarsh Transport Private Limited, the accounting software does not have a feature
of recording audit trail (edit log) facility.

481
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
j) Acquisition of subsidiaries and their amalgamation

a) On October 10, 2022, the Group acquired 100% shareholding in NKJA Mining private Limited and Springway Mining Private
Limited by way of acquisition of equity shares from India Cement Limited at a value of 6,030.00 millions.The details of net assets
acquired as a result of this acquisition is as under :

Net assets acquired as on 10th October 2022

Particulars Springway Mining NKJA Mining Private Total

Private Limited Limited
Assets
Property, plant and equipment 188.40 - 188.40
Intangible assets 6,276.23 0.56 6,276.79
Cash and cash equivalents 2.47 0.05 2.52
Other assets 43.05 - 43.05
Total (A) 6,510.15 0.61 6,510.76
Liabilities
Other current liabilities 2.03 0.03 2.06
Deferred tax liability 478.70 - 478.70
Total (B) 480.73 0.03 480.76
Total identifiable net assets acquired at fair value (C) = (A-B) 6,029.42 0.58 6,030.00

b) The Kolkata Bench of the National Company Law Tribunal (NCLT), through its order dated 12th March 2024 and the Mumbai
Bench of the NCLT, through its order dated 6th May 2024, had approved scheme of Amalgamation of the Parent company’s
wholly-owned subsidiaries namely Springway Mining Private Limited and NKJA Mining Private Limited with the Parent company
effective from 10th October 2022. The transaction was accounted as common control transaction as per Appendix C of Ind AS
103 Business Combinations and the comparative financial information as at 31st March, 2023 and for the period 10th October
till 31st March, 2023 has been restated as if the business combination had occurred from 10th October, 2022, being the date of
initial acquisition.

Particulars As per audited financial As per comparative

statement as at and for financial information
the year ended 31st presented in the audited
March 2023 financial statement as at
and for the year ended
March 31, 2024
Deferred tax expenses 131.48 (323.32)
Profit for the year 585.58 1,040.38
Deferred tax liability 3,133.83 2,655.11
Deferred tax asset 850.78 826.88
Total equity 21,952.63 22,407.43

As at March 31, 2023, deferred tax liability of ` 478.70 million created on Property, Plant & Equipment was recognised,
subsequently reversed pursuant to amalgamation of the subsidiary since no longer required.

As at March 31, 2023, deferred tax asset of ₹ 23.90 millions on account of carry forward loss relating to amalgamated entity was
recognised, subsequently reversed pursuant to amalgamation of the subsidiary since not allowed to be carried forward under
Income Tax Act.

482
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
k) Stake dilution in JSW Cement FZC
a. Loss of control in FZC (subsidiary)
 
During the year ended 31st March, 2023 Aquarius Global Fund PCC acquired 14.04% stake in JSW Cement FZC, resulting in dilution
of JSW Cement Limited stake in JSW Cement FZC. Accordingly, JSW Cement Limited stake reduced to effective shareholding of
85.96% in JSW Cement FZC. Pursuant to the Shareholder’s agreement, JSW Cement Limited and Aquarius Global Fund PCC will
jointly control JSW Cement FZC (formerly known as ‘JSW Cement FZE’). JSW Cement FZC ceased to be a subsidiary from 22nd
March, 2023 and Group has classified the investment to be measured at fair value as per Ind AS 109 – Financial instruments. The
effect of this transaction on previous year’s figures is shown underneath

Computation of gain on deconsolidation of JSW Cement FZC

Particulars 31st March 2023

Fair value of investment 2,528.62
Net assets deconsolidated (2,238.09)
Deemed gain on loss of control 290.53

Effect of deconsolidation on balance sheet of the Group

Particulars 31st March 2023

Property, plant and equipment (including right-of-use assets and capital work-in-progress) 14,356.10
Inventories 1,504.37
Cash and cash equivalents 151.97
Other financial and non-financial assets 2,847.55
Other financial and non-financial liabilities (16,621.90)
Net assets/(liabilities) deconsolidated 2,238.09

b. Deemed loss on stake dilution in FZC (joint venture)

With effect from 30th September, 2023 JSWCL stake in FZC got diluted from 85.96% to 55.05%, the resultant loss from such stake
dilution is computed as per Ind AS 28 as under

Particulars 31st March 2024

Carrying value of FZC’s investment as at 31st March,2023 2,490.02
Share in loss for the first half of the year (259.91)
Carrying value as on 30th September,2023 2,230.11
Share in net assets due to ownership change 2,103.75
Deemed loss on stake dilution (126.36)

l) Deemed gain on stake dilution in JSW One Platforms (joint venture)

 uring the year ended 31st March 2023, JSWCL diluted its stake in JSW One Platforms from 15% to 13.68%, the resulting gain on such
D
stake dilution is shown underneath

Particulars 31st March 2023

JSWCL share in Networth of JSW One Platforms 448.14
Carrying value of investment in Restated Consolidated Financial Information (183.89)
Deemed gain on stake dilution 264.25

483
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
m) Joint Venture
Details of the group’s joint ventures are as follows:

Sr Name of the jointly controlled Country of % of holding

No. company incorporation As at As at As at
31st March 2024 31st March, 2023 31st March, 2022
1 JSW One Platforms Limited India 13.68% 13.68% 15.00%
2 JSW Cement FZC (formerly known as UAE 55.05% 85.96% NA
JSW Cement FZE)

The above Joint Venture is accounted using the equity method in these Restated Consolidated Financial Information:

The summarised financial information below represents amounts shown in joint ventures financial statements prepared in accordance
with Ind AS adjusted by the Group for equity accounting purposes

Financial information of joint ventures as at

Particulars 31st March 2024 31st March 2023 31st March 2022
JSW One JSW JSW One JSW JSW One
Platforms Cement Platforms Cement Platforms
Limited FZC Limited FZC Limited
Current assets 4,220.15 3,610.57 2,874.35 3,817.36 157.88
Non-current assets 326.78 20,754.75 1,202.81 15,343.80 186.84
Current liabilities 2,122.66 7,887.33 547.80 7,765.81 169.70
Non-current liabilities 86.19 13,101.38 252.68 8,906.62 6.92
Revenue 13,979.28 10,370.23 3,371.40 10,494.45 88.65
Profit / (loss) for the year/period (2,270.23) (808.20) (838.12) (492.43) (83.70)
Other comprehensive income for the period / year 0.47 0.09 (1.28) (175.53) -
Total comprehensive income for the period / year (2,269.76) (808.11) (839.40) (667.96) (83.70)

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised
in the Restated Consolidated Financial Information:

Particulars 31st March 2024 31st March 2023 31st March 2022
JSW One JSW JSW One JSW JSW One
Platforms Cement Platforms Cement Platforms
Limited FZC Limited FZC Limited
Net assets of the joint venture 2,338.07 3,376.61 3,276.69 2,488.73 168.10
Proportion of the Group’s ownership interest in the joint 13.68% 55.05% 13.68% 85.96% 15%
venture
Other adjustments (182.21) 90.44 - 350.70 -
Carrying amount of the Group’s interest in the joint 137.64 1,949.26 448.14 2,490.03 25.35
venture

n) Associates
 uring the second quarter of the year the group acquired 26% stake in JSW Renewable Energy (Cement) Limited, the same is accounted
D
for using the equity method as per Ind AS 28

484
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Details of the group’s associates are as follows:

Sr Name of the associate company Country of % of holding

No. incorporation As at As at As at
31st March 2024 31st March, 2023 31st March, 2022
1 JSW Renewable Energy (Cement) India 26% Nil Nil
Limited

The above associate is accounted using the equity method in these Restated Consolidated Financial Information:

The summarised financial information below represents amounts shown in associates financial statements prepared in accordance
with Ind AS adjusted by the Group for equity accounting purposes

Particulars 31st March,2024

JSW Renewable Energy
(Cement) Ltd
Current assets 175.18
Non current assets 1,174.56
Current liabilities 636.53
Non current liabilities 449.39
Revenue 111.44
Profit / (loss) for the year/period 14.83
Total comprehensive income for the period / year 14.83

Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised in the
Restated Consolidated Financial Information:

Particulars 31st March 2024

Net assets of the associate 263.82
Proportion of the Group’s ownership interest in the associate 26%
Other adjustments (0.69)
Carrying amount of the Group’s interest in the associate 67.90

o) Subsidiaries
Details of the group’s subsidiaries at the end of the reporting year are as follows:

Name of the subsidiaries Place of Proportion of ownership interest and voting power Principal activity
incorporation held by the group
As at 31st March As at 31st March As at 31st March
2024 2023 2022
Shiva Cement limited India 59.32% 59.32% 59.32% Cement and cement
related products
JSW Cement FZC (formerly UAE - - 100% Cement and cement
known as JSW Cement FZE) related products
Utkarsh Transport Private India 100% 100% 100% Transport service and
limited development of real
estate
JSW Green Cement Private India 100% 100% 100% Ready mix concrete and
Limited construction chemical

485
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Non-controlling interest
Summarized financial information in respect of the Group’s subsidiaries that has material non-controlling interests (Shiva Cement
Limited) is set out below. The summarized financial information below represents amounts before intragroup eliminations.

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Non-current assets 14,032.55 11,940.92 7,970.01
Current assets 1,383.80 1,973.99 1,013.56
Non-current liabilities 14,093.05 11,585.76 8,119.65
Current liabilities 2,790.98 3,112.42 1,291.14
Equity attributable to owners of the company (675.78) (269.69) (240.94)
Non-controlling interest (791.99) (513.57) (186.27)

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Revenue 3,491.75 34.74 72.70
Expenses 4,408.01 1,121.16 437.81
Exceptional item - - -
Loss for the year (683.25) (804.70) (255.19)
Loss attributable to owners of the company (405.31) (477.28) (138.94)
Loss attributable to the non-controlling interests (277.94) (327.42) (116.25)
Loss for the year (683.25) (804.70) (255.19)
Other Comprehensive income attributable to owners of the (0.69) 0.17 0.36
company
Other Comprehensive income attributable to the non-controlling (0.48) 0.12 0.31
interests
Other Comprehensive income for the year (1.17) 0.29 0.67
Total Comprehensive income attributable to owners of the (406.00) (477.11) (138.58)
company
Total Comprehensive income attributable to the non-controlling (278.42) (327.30) (115.94)
interests
Total Comprehensive income for the year (684.42) (804.41) (254.52)

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Net cash inflow (outflow) from operating activities 2,526.45 (1,095.24) (1,133.18)
Net cash inflow (outflow) from investing activities (2,536.50) (3,420.87) (3,624.42)
Net cash inflow (outflow) from financing activities 81.84 4,481.73 4,793.79
Net cash inflow (outflow) 71.79 (34.38) 36.19

p) Other statutory information:

1. 
The Group does not have any benami property, where any proceeding has been initiated or pending against the Group for
holding any benami property.

2. The Group has not traded or invested in crypto currency or virtual currency during the financial year.

3. 
The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

486
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group
(ultimate beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

4. The Group has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the
understanding (whether recorded in writing or otherwise) that the Group shall:

a. 
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
funding party (ultimate beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

5. 
The Group does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any
other relevant provisions of the Income Tax Act, 1961.

6.  Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies
The
(Restriction on number of Layers) Rules, 2017.

7. The Group is not declared wilful defaulter by and bank or financials institution or lender during the year.

8. The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

9. 
Quarterly returns or statements of current assets filed by the Group with banks or financial institutions are in agreement with
the books of accounts.

10. The Group has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.

11. The
 title deeds of all the immovable properties, (other than immovable properties where the Group is the lessee and the lease
agreements are duly executed in favour of the Group) disclosed in the financial information included in property, plant and
equipment and capital work-in progress are held in the name of the Group as at the balance sheet date.

12. The Group does not have any transactions with companies which are struck off except the following

Name of the Struck off companies Nature of Transaction during Balance Relationship**
transactions the year ended outstanding as on
31st March, 2024 31st March, 2024
Pramanik Fusion Fabrication Private Limited Sales 0.74 *
Chariot Builders and Developers India Private Limited - 0.94
Customer
Matrrix Fabs Private Limited - 0.07
Proudha Infras Private Limited - 0.03
Five Star Stevedores Private Limited Purchase of 2.80 2.74
goods and
services
Zain Thermal Solutions Private Limited - 0.54 Vendor
F & I Unified Services Private Limited - (0.12)
Incline Solutions And Services Private Limited - (0.05)
Emark Security Solutions India Private Limited - *

*denotes less than ` 5,000

**None of the above mentioned struck off companies is a related party of the Group.

487
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
q) Reconciliation of Total Equity and Profit after tax
Reconciliation between audited Total Equity and restated Total Equity

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Total Equity (as per audited financial statements) 23,854.82 21,952.63 21,120.26
Adjustment pursuant to scheme of amalgamation (refer note 38(j)) - 454.80 -
Total Equity as per Restated Consolidated Statement of Assets and 23,854.82 22,407.43 21,120.26
Liabilities

Reconciliation between audited profit/(loss) and restated profit/(loss)

Particulars As at As at As at
31st March 2024 31st March 2023 31st March 2022
Profit/ (Loss) after tax (as per audited financial statements) 620.13 585.58 2,326.49
Adjustment pursuant to scheme of amalgamation (refer note 38(j)) - 454.80 -
Restated profit/(loss) after tax for the period/ year 620.13 1,040.38 2,326.49

488
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
r) Disclosure of additional information pertaining to the Parent Company, Subsidiary, Joint Ventures & Associate
Information as at and for the year ended 31st March 2024

Name of the Entity Net Asset i.e. total assets minus Share in Profit or loss Share in Other Comprehensive Share in Total Comprehensive
total liabilities income income
As % of Amount As % of Amount As % of Amount As % of Amount
Consolidated Consolidated Consolidated Consolidated
net Asset profit/(Loss) Other Total
Comprehensive Comprehensive
Income Income
Parent
JSW Cement Limited 112.62% 26,864.60 356.26% 2,209.27 97.84% 677.51 219.93% 2,886.78
Subsidiary
Shiva Cement Limited -6.15% (1,467.68) -110.18% (683.25) -0.17% (1.17) -52.14% (684.42)
Utkarsh Transport Pvt Ltd -1.30% (310.12) -28.42% (176.25) 0.00% - -13.43% (176.25)
JSW Green Cement Pvt Ltd -0.34% (80.21) -4.70% (29.15) 0.00% - -2.22% (29.15)
Non-controlling interest in subsidiaries -3.32% (791.99) -44.82% (277.94) -0.07% (0.48) -21.21% (278.42)
Joint Venture (investment as per Equity Method)
JSW One Platforms Limited 0.58% 137.64 -50.07% (310.50) 0.00% - -23.65% (310.50)
JSW Cement FZC 7.82% 1,866.16 -82.84% (513.73) 0.00% - -39.14% (513.73)
Associate (investment as per Equity Method)
JSW Renewable Energy (Cement) Limited 0.28% 67.90 0.62% 3.86 0.00% - 0.29% 3.86
Adjustment arising out of consolidation -10.19% (2,431.40) 64.15% 397.82 2.40% 16.64 31.57% 414.46
Total 100.00% 23,854.90 100.00% 620.13 100.00% 692.50 100.00% 1,312.63

489
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Information as at and for the year ended 31st March 2023

Name of the Entity Net Asset i.e. total assets minus Share in Profit or loss Share in Other Comprehensive Share in Total Comprehensive
total liabilities income income
As % of Amount As % of Amount As % of Amount As % of Amount
Consolidated Consolidated Consolidated Consolidated
net Asset profit/ Other Total
Comprehensive Comprehensive
(Loss) Income Income
Parent
JSW Cement Limited 106.42% 23,843.06 240.05% 2,497.50 147.71% (125.88) 248.30% 2,371.62
Indian Subsidiary
Shiva Cement Limited -3.50% (783.26) -77.35% (804.70) -0.34% 0.29 -84.22% (804.41)
Utkarsh Transport Pvt Ltd -0.60% (133.87) -3.93% (40.93) 0.00% - -4.29% (40.93)
JSW Green Cement Pvt Ltd -0.23% (51.07) -4.88% (50.76) 0.00% - -5.31% (50.76)
Foreign Subsidiary
JSW Cement FZC 0.00% - -43.10% (448.40) 192.21% (163.80) -64.09% (612.20)
Non-controlling interest in subsidiaries -2.29% (513.57) -31.47% (327.42) -0.14% 0.12 -34.27% (327.30)
Joint Venture (investment as per Equity Method)
JSW One Platforms Limited 2.00% 448.14 -14.25% (148.29) 0.00% - -15.53% (148.29)
JSW Cement FZC 11.11% 2,490.03 -3.71% (38.59) 0.00% - -4.04% (38.59)
Adjustment arising out of consolidation -12.91% (2,892.03) 38.64% 401.97 -239.44% 204.05 63.45% 606.02
Total 100.00% 22,407.43 100.00% 1,040.38 100.00% (85.22) 100.00% 955.16

490
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
Information as at and for the year ended 31st March 2022

Name of the Entity Net Asset i.e. total assets minus Share in Profit or loss Share in Other Comprehensive Share in Total Comprehensive
total liabilities income income
As % of Amount As % of Amount As % of Amount As % of Amount
Consolidated Consolidated Consolidated Consolidated
net Asset profit/ Other Total
Comprehensive Comprehensive
(Loss) Income Income
Parent
JSW Cement Limited 100.08% 21,139.43 139.44% 3,243.90 64.41% 356.59 125.02% 3,600.49
Indian Subsidiary
Shiva Cement Limited -2.02% (427.21) -10.97% (255.19) 0.12% 0.67 -8.84% (254.52)
Utkarsh Transport Pvt Ltd -0.44% (92.94) -1.95% (45.29) 0.00% - -1.57% (45.29)
JSW Green Cement Pvt Ltd 0.00% (0.30) -0.01% (0.34) 0.00% - -0.01% (0.34)
Foreign Subsidiary
JSW Cement FZC 12.05% 2,545.02 -17.22% (400.56) 21.65% 119.87 -9.75% (280.69)
Non-controlling interest in subsidiaries -0.88% (186.27) -5.00% (116.25) 0.06% 0.31 -4.03% (115.94)
Joint Venture (investment as per Equity Method)
JSW One Platforms Limited 0.12% 25.35 -0.54% (12.55) 0.00% - -0.44% (12.55)
Adjustment arising out of consolidation -8.91% (1,882.82) -3.75% (87.23) 13.76% 76.20 -0.38% (11.03)
Total 100.00% 21,120.26 100.00% 2,326.49 100.00% 553.64 100.00% 2,880.13

491
JSW CEMENT LIMITED
CIN: U26957MH2006PLC160839
Notes to the Restated Consolidated Financial Information
All amounts are ` in millions unless otherwise stated
39) The
 Restated Consolidated Financial Information of the Group have been recommended by Audit Committee and approved for
issuance in accordance with the resolution of the board of directors at their meeting held on 12th August 2024.

For and on behalf of the Board of Directors

Seshagiri Rao M.V.S Parth Sajjan Jindal

Chairman Managing Director
DIN: 00029136 DIN: 06404506

Nilesh Narwekar Narinder Singh Kahlon

Whole-Time Director and CEO Director Finance and Commercial
DIN: 06908109 DIN: 03578016

Place: Mumbai Sneha Bindra

Date: 12th August 2024 Company Secretary

492
 OTHER FINANCIAL INFORMATION

Accounting ratios

The accounting ratios derived from Restated Consolidated Financial Information required to be disclosed under
required under of the SEBI ICDR Regulations are set forth below:

As at and for the Fiscals ended

Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Basic earnings per share (in ₹)(1) (3) 0.91 1.39 2.48
Diluted earnings per share (in ₹)(2) (3) 0.90 1.37 2.46
Return on Net Worth (in %)(4) 3.64% 5.97% 11.46%
Net asset value per Equity Share (in ₹)(5) 24.99 23.24 21.60
PAT (in ₹ million) 620.13 1,040.38 2,326.49
Adjusted PAT (in ₹ million)(8) 1,991.53 2,383.68 1,084.39
EBITDA (in ₹ million)(6) 10,356.56 8,269.65 9,510.60
Operating EBITDA (in ₹ million)(7) 10,989.33 8,158.10 7,561.53
Notes:
(1) Earnings per Equity Share (Basic) = Restated profit for the period/year attributable to the equity holders of our Company/Weighted
average number of equity shares outstanding during the period/year.
(2) Earnings per Equity Share (Diluted) = Restated profit for the period/year attributable to equity holders of our Company/Weighted
average number of equity shares outstanding during the period/year considered for deriving basic earnings per share and the weighted
average number of Equity Shares which could have been issued to satisfy the exercise of the share options by the employees.
(3) Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’
(4) Return on Net Worth is calculated as Restated profit for the period / year attributable to Equity holders of the parent divided by Equity
attributable to owners of the Company *100
(5) Net Asset Value per Equity share is calculated as Equity attributable to owners of the Company / Net Worth divided by Weighted
average number of shares outstanding during the year
(6) EBITDA is calculated as Restated profit before share of profit/(loss) from joint venture and tax plus Finance Costs, Depreciation and
amortisation expense, Impairment of goodwill
(7) Operating EBITDA is calculated as Restated profit before share of profit/(loss) from joint venture and tax minus Other Income plus
Finance Costs, Depreciation and amortisation expense, Impairment of goodwill, Deemed loss on stake dilution, Fair value loss /(gain)
arising from financial instruments (CCPS) designated as FVTPL.
(8) Restated profit for the year plus Fair value loss /(gain) arising from financial instruments (CCPS) designated as FVTPL

Other financial information

The audited standalone financial statements of our Company, Shiva Cement Limited, identified as a material
subsidiary in accordance with the SEBI ICDR Regulations for the financial years ended March 31, 2024, March
31, 2023, and March 31, 2022, together with all the annexures, schedules and notes thereto are available at
https://www.jswcement.in/stand-alone-financials. Additionally, the audited standalone financial statements of our
Material Joint Venture, JSW Cement FZC, identified in accordance with the SEBI ICDR Regulations for the
financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, together with all the annexures,
schedules and notes thereto (collectively, the “Standalone Financial Statements”) are available at
https://www.jswcement.in/stand-alone-financials. (collectively, the “Standalone Financial Statements”). Our
Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations.

The Standalone Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a
prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement,
an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies
Act, 2013, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. The
Standalone Financial Statements and the reports thereon should not be considered as part of information that any
investor should consider in order to subscribe for or purchase any securities of our Company, its Subsidiaries or
any entity in which it or its shareholders have significant influence (collectively, the “Group”) and should not be
relied upon or used as a basis for any investment decision. None of the Group or any of its advisors, nor any of
the BRLMs, nor any of their respective employees, directors, affiliates, agents or representatives accept any
liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the
Standalone Financial Statements, or the opinions expressed therein.

493
 RELATED PARTY TRANSACTIONS

For details of related party transactions as per the requirements under applicable accounting standards, i.e., Ind
AS 24 – Related Party Disclosures, read with the SEBI ICDR Regulations, of our Company, for the years ended
March 31, 2024, March 31, 2023 and March 31, 2022 and as reported in Restated Consolidated Financial
Information, see “Restated Consolidated Financial Information – Note 37 Related party disclosure as per Ind AS
24” on page 447.

494
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey the management’s perspective on our financial condition and
results of operations for Fiscals 2024, 2023 and 2022. Unless otherwise stated, the financial information in this
section has been derived from the Restated Consolidated Financial Information included in this Draft Red Herring
Prospectus. Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2024,” “Fiscal
2023” and “Fiscal 2022” are to the 12-month period ended March 31 of the relevant year.

Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with
which prospective investors may be familiar. Please also see “Risk Factors – 5. Significant differences exist
between Indian accounting standard (“Ind AS”) and other accounting principles, such as international financial
reporting standards (“IFRS”) and United States generally accepted accounting principles (“U.S GAAP”), which
may be material to investors’ assessments of our financial condition.” beginning on page 79. This discussion
contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of certain factors, such as the
risks set forth in the chapters entitled “Risk Factors” and “Forward-Looking Statements” beginning on pages 39
and 25, respectively.

Some of the information in the following discussion, including information with respect to our business plans and
strategies, contains forward-looking statements that involve risks and uncertainties. You should read “Forward-
Looking Statements” beginning on page 25 and for a discussion of the risks and uncertainties related to those
statements and “Risk Factors” beginning on page 39. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements. Only to the extent explicitly indicated, industry and
market data used in this section has been derived from the report titled ‘Market Review of Cement Sector’ dated
August 2024, prepared and issued by CRISIL (the “CRISIL Report”), commissioned by and paid for by our
Company. The CRISIL Report has been prepared and issued by CRISIL for the purpose of understanding the
industry exclusively in connection with the Issue. Unless otherwise indicated, all financial, operational, industry
and other related information derived from the CRISIL Report and included herein with respect to any particular
fiscal or calendar year, refers to such information for the relevant year. The CRISIL Report will be available on
the website of our Company at the following web-link: https://www.jswcement.in/industry-report from the date of
filing this Draft Red Herring Prospectus until the Bid / Issue Closing Date.

Unless otherwise stated, references in this section to “we”, “our” or “us” are to our Company along with our
Subsidiaries, on a consolidated basis along with JSW Cement FZC (one of our Joint Ventures). References to our
“Company” refers to JSW Cement Limited on a standalone basis. Until March 21, 2023, JSW Cement FZC was
a wholly-owned subsidiary of our Company. Until March 21, 2023, JSW Cement FZC was a wholly-owned
subsidiary of our Company. Effective March 22, 2023, JSW Cement FZC became a joint venture between our
Company and Aquarius Global Fund PCC. As a result, JSW Cement FZC is now reported as a joint venture in
our financial statements and is accounted under the equity method of accounting. However, in the financial
statements for Fiscal 2022 and for the period from April 1, 2022 until March 21, 2023, JSW Cement FZC is
consolidated as a wholly-owned subsidiary. Therefore, our financial statements and operating metrics for Fiscal
2024 are not directly comparable with our financial statements and operating metrics for Fiscals 2023 and 2022.
For more details on the deconsolidation of JSW Cement FZC see, “History and Certain Corporate Matters –
Other material agreements – Shareholders cum joint venture agreement dated February 6, 2023 amongst our
Company, JSW FZC (“JSWCF”) and the Aquarius Global Fund PCC (“Investor”)(“JV Agreement”) ” beginning
on page 306.

References in this section to “products” refers to cement, ground granulated blast furnace slag, clinker and allied
cementitious products collectively.

Overview

We are the fastest growing cement manufacturing company in India in terms of increase in installed grinding
capacity and sales volume from Fiscal 2014 to Fiscal 2024 (among the top 10 cement manufacturing companies
in terms of installed capacity), according to the CRISIL Report. Over this period, our installed grinding capacity
and sales volume grew at a compound annual growth rate (“CAGR”) of 14.14% and 19.06% respectively, as
compared to the industry average CAGR of 7.31% and 7.56% respectively according to the CRISIL Report. We
are also the fastest growing cement manufacturing company in terms of increase in sales volume within India

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from Fiscal 2023 to Fiscal 2024 (among the top 10 cement manufacturing companies in terms of installed
capacity), and our sales volume has increased by 31.11%, excluding volume sold from JSW Cement FZC in Fiscal
2023, during the period as compared to the industry average of 6.35%, according to the CRISIL Report.

As of March 31, 2024, we had Installed Grinding Capacity of 20.60 MMTPA consisting of 11.00 MMTPA, 4.50
MMTPA and 5.10 MMTPA in the southern, western and eastern regions of India, respectively. As of March 31,
2024, we had an Installed Clinker Capacity of 6.44 MMTPA which includes the Installed Clinker Capacity of
JSW Cement FZC. Majority of our capacity has been developed organically by our in-house project management
team, demonstrating our strong project execution capabilities. We are currently undertaking greenfield and
brownfield expansion plans across India, including in the north and central regions, to increase our Installed
Grinding Capacity to 40.85 MMTPA and Installed Clinker Capacity to 13.04 MMTPA, and create a pan-India
footprint.

We are India’s largest manufacturer of ground granulated blast furnace slag (“GGBS”), an eco-friendly product
produced entirely from blast furnace slag (a by-product of the steel manufacturing process), with a market share
in terms of GGBS sales of 82.70% in Fiscal 2024, according to the CRISIL Report. Our green cementitious
products which include (i) products with GGBS, (ii) portland slag cement (“PSC”), (iii) portland composite
cement (“PCC”) and (iv) others constituted 80.68% of our sales volume in Fiscal 2024.

We have the lowest carbon dioxide emission intensity among our peer cement manufacturing companies in India,
according to the CRISIL Report. In Fiscals 2022, 2023 and 2024, our carbon dioxide emission intensity was 266
kg per tonne, 206 kg per tonne and 270 kg per tonne, respectively, which was approximately 52%, 62% and 51%
lower than the Peer Average. Further, our carbon dioxide emission intensity in Fiscal 2024 was 53% lower than
that of Top Global Cement Companies in CY2023, according to the CRISIL Report. Further, the table shows our
dependence on green power sources for the periods indicated:
(in MW, unless otherwise indicated)
As of and for the year ended March 31,
Particulars 2024 2023 2022
Green power consumed as
percentage of our total power 15.01% 3.80% 3.64%
consumption (%)

Our business model

Income

We primarily earn revenue from the sale of finished goods, which primarily includes (i) cement and allied
cementitious products and (ii) GGBS. Revenue from the sale of finished goods primarily depends on the volume
of products sold and the average price of the products. The following table provides a breakdown of our product
wise turnover and as a percentage of total income for the periods indicated:

(₹ in millions, unless otherwise indicated)

Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Cement 34,074.39 55.73% 29,005.97 48.49% 27,490.96 56.53%
GGBS 19,111.60 31.26% 14,016.96 23.43% 10,122.70 20.81%
Screen Slag 319.40 0.52% 438.08 0.73% 384.70 0.79%
RMC 2,229.00 3.65% 1,808.80 3.02% 1,195.30 2.46%
Clinker 1,883.87 3.08% 3,847.24 6.43% 2,592.40 5.33%
Limestone - - 5,860.92 9.80% 2,830.60 5.82%
Others 775.30 1.27% 1,825.93 3.05% 937.67 1.93%

The following table sets forth our product portfolio in terms of the Total Volume Sold for the periods indicated:

(in MMT, unless otherwise indicated)

Fiscal
Product
2024(1) 2023 2022
Cement Volume Sold 6.94 5.70 5.58
GGBS Volume Sold 5.08 3.85 3.13

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 Screened slag 0.30 0.45 0.48
RMC Sales Volume (Mn M3) 0.37 0.35 0.26
Clinker Volume Sold (1) 0.50 0.94 0.99

(1) The Total Volume Sold above includes Clinker Volume Sold by JSW Cement FZC to third parties of 0.96 MMT and 0.94 MMT
respectively for Fiscals 2022 and 2023 prior to its deconsolidation from our group. The Clinker Volume Sold by JSW Cement FZC in
Fiscal 2024 is not reflected in the table above as it is no longer consolidated in our financial statements.

We also earn revenue from the sale of screened slag and from the sale of scrap. We benefit from government
incentives. Our other income primarily includes interest income from related parties, others and debentures.

Expenses

Our major expenses include (i) cost of raw materials consumed, (ii) freight and handling charges, (iii) power and
fuel costs, (iv) finance costs, (v) employee benefits expense, and (vi) other expenses.
Cost of raw materials consumed

Our cost of raw materials consumed includes expenses incurred for procuring raw materials such as limestone,
slag, clinker and gypsum, among others. The following table provides our cost of materials consumed and as a
percentage of total income for the periods indicated:

(₹ in millions, unless otherwise indicated)

Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Cost of raw materials consumed 13,089.38 21.41% 11,243.60 18.80% 10,670.51 21.94%

Freight and handling charges

Our freight and handling charges includes expenses for transportation of our finished products from our plants to
our dealers and customers. Our freight and handling charges as a percentage of total income was broadly flat, with
the absolute amount increasing in Fiscal 2024 compared to Fiscal 2022 in line with an increase in our sales
volumes. The following table provides our freight and handling charges and as a percentage of total income for
the periods indicated:
(₹ in millions, unless otherwise indicated)
Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Freight and handling charges 14,371.04 23.50% 14,146.74 23.65% 11,071.88 22.77%

Power and fuel costs

Our power and fuel costs include expenses for procuring power and fuel for our operations. Our power and fuel
costs in Fiscal 2023 were impacted by the increase in global fuel prices as a result of the Russia-Ukraine war. The
following table provides our cost of materials consumed and as a percentage of total income for the periods
indicated:
(₹ in millions, unless otherwise indicated)
Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Power and fuel costs 9,903.30 16.20% 10,323.52 17.26% 7,591.38 15.61%

Finance costs

Our finance costs primarily include interest expenses paid on our loans. Our finance costs as a percentage of total
income increased in Fiscal 2024 compared to Fiscal 2022 primarily because our current borrowings increased
from ₹5,705.68 million as of March 31, 2022 to ₹7,759.53 million as of March 31, 2023 to ₹16,789.02 million as
of March 31, 2024. Our finance costs also increased with an increase in global interest rates in Fiscal 2023. For
more details on our indebtedness, see “– Liquidity and capital resources – Indebtedness” beginning on page 513

497
and see “Financial Indebtedness” beginning on page 526. The following table provides our finance costs and as
a percentage of total income for the periods indicated:

(₹ in millions, unless otherwise indicated)

Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Finance costs 4,347.05 7.11% 3,102.30 5.19% 3,146.00 6.47%

Employee benefit expenses

Our employee benefit expenses primarily include salaries and wages paid to our employees and expenses related
to employee stock options. While our employee base has increased from 1,499 as of March 31, 2022 to 1588 as
of March 31, 2023 and to 1,661 as of March 31, 2024, our employee benefit expenses as a percentage of total
income has been decreasing over the years. The following table provides our employee benefit expenses and as a
percentage of total income for the periods indicated:
(₹ in millions, unless otherwise indicated)
Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Employee benefit expenses 2,993.68 4.90% 2,946.28 4.93% 2,446.34 5.03%

Other expenses

Our other expenses primarily include (i) packing costs for packing our products, (ii) repairs and maintenance
expenses, (iii) commissions on sales and rebates and discounts given to our dealers and customers, (iv)
consumption of stores and spares, and (v) advertisement and publicity related expenses. The following table
provides other expenses and as a percentage of total income for the periods indicated:

(₹ in millions, unless otherwise indicated)

Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Other expenses 8,602.31 14.07% 7,151.59 11.95% 6,318.77 12.99%

Significant factors affecting our financial condition and results of operations

Macroeconomic conditions

Substantially all of our business is directly related to construction activity and infrastructure developments in India
and demand for our products is largely dependent on the output of the construction and real estate industries.
According to the CRISIL Report, while the share of the housing segment in overall cement demand is expected
to marginally contract over the next five years (Fiscals 2024 to 2028), it will remain a key contributor for cement
volumes. Further, according to the CRISIL Report, infrastructure will expand its share with the government
focusing on infrastructure spending through its flagship schemes such as PM Gati Shakti, and rising investments
in roads, railways, metros, airports, and irrigation. According to the CRISIL Report, the infrastructure segment's
share is expected to increase to 32%-34% in Fiscal 2029. According to the CRISIL Report, the share of the
industrial and commercial segment is expected to remain almost at par with marginal decline to 12%-14% in
Fiscal 2029. Recent government initiatives, such as the PLI scheme and Atmanirbhar Bharat, focus on multimodal
logistics, warehousing, hybrid model of working and rising capex is expected to support demand for cement from
the industrial segment. The performance of these sectors is influenced by the general economic conditions
prevalent in India. Overall, we believe that economic growth and an increase in GDP are likely to result in an
increase in demand for our products, thereby positively impacting our financial condition and results of operations.
Conversely, a slowdown in the Indian economy could adversely affect our business, especially if such a slowdown
were to be continued and prolonged.

Demand and supply for cement in eastern, southern and western India

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As of March 31, 2024, we had seven operational plants across the western, eastern and southern regions of India
with an Installed Grinding Capacity of 20.60 MMTPA and an Installed Clinker Capacity of 6.44 MMTPA (which
includes the Installed Clinker Capacity of JSW Cement FZC). As a result, our business and results of operations
are dependent on the economic growth in these regions. The level of economic activity is influenced by a number
of factors, including political and regulatory policy, funding received for housing and infrastructure projects from
the central and state governments and climatic conditions such as monsoon and drought.

• Eastern: According to the CRISIL Report, growing at 6-7% CAGR between Fiscals 2020 and 2024, cement
demand in the eastern region outpaced that in most other regions in India. CRISIL MI&A Research expect
demand in the eastern region to have risen by 9% in Fiscal 2024 with growth to be moderate at 7.5% to
8.5% in Fiscal 2025. In the longer run, rural housing (IHB and PMAY-G) and infrastructure (roads and
railways) development should propel healthy cement demand in eastern India during Fiscals 2025 to 2029,
according to the CRISIL Report.

• Southern: Following the eastern region, the southern region had the second highest cement demand at a
CAGR of 4.5%-5.5% during the past five years. In Fiscals 2022 and 2023, demand rose sharply on a low
base, driven by a pickup in infrastructure execution and housing projects across southern states. CRISIL
MI&A Research estimates cement demand in southern region to have increased by 12.5% on-year in Fiscal
2024 led by continued traction from infrastructure project executions, primarily roads, expressways,
metros, among others. Over Fiscals 2025 to 2029, cement demand growth in the southern region is expected
to log 6%-7% CAGR, according to the CRISIL Report.

• Western: The west was the most impacted by COVID-19 related lockdowns in Fiscal 2021 leading to
production shutdowns. In Fiscals 2022 and 2023, the region recovered on a low base of two consecutive
years and due to a pickup in real estate after a reduction in stamp duty, low interest rates, customer
preference for individual homes and increased pace of infrastructure projects, according to the CRISIL
Report. Further, in Fiscal 2025 utilisation levels are expected to marginally improve with moderate capacity
additions and lower inbound cement movement from the south (Karnataka) and north, leading to lower
cement supply amidst a steady demand outlook, according to the CRISIL Report. Also, going forward,
these levels are expected to hover at 74% to 76% on account of the slower pace of capacity additions over
the next five years and healthy growth in demand of 5.5%-6.5%, according to the CRISIL Report.

Our manufacturing presence in East, South and West India allows us to take advantage of this opportunity and
sell our products in this market.

Demand and supply of GGBS in southern and western India

We are India’s largest manufacturer of GGBS with a market share in terms of GGBS sales of 82.70% in Fiscal
2024 according to the CRISIL Report. According to the CRISIL Report, GGBS is a strength-enhancing compound
that improves durability of concrete structure. Thus, the demand for GGBS in India which was estimated at 6.0-
6.2 million tonne in Fiscal 2024 is expected to grow at 15%-16% CAGR over five years, to 12.0-13.0 million
tonne in Fiscal 2029, according to the CRISIL Report. The key raw material required to manufacture GGBS is
blast furnace slag. According to the CRISIL Report, availability of blast furnace slag is concentrated in southern
and eastern India. Hence, southern India consumes more than half of the total GGBS consumed in India and
western India is the second largest GGBS consumer. Our manufacturing presence in South and West India allows
us to take advantage of this opportunity and sell our GGBS in this market.

We believe that we are well positioned to tap the growing demand for GGBS as we have a large, reliable and
long-term supply of blast furnace slag. Further, our brownfield and greenfield expansion plans will enable us to
increase our GGBS manufacturing volumes to meet future demands. To further propel the growth of our GGBS
sales volumes, we collaborate with our RMC customers to optimise mix designs and increase the proportion of
GGBS in their RMC mixes. An increase in GGBS proportions (up to a certain extent) leads to reduced RMC costs
for our customers, increased long term flexural strength and durability, reduced life cycle repair and maintenance
costs and greener RMC mixes, according to the CRISIL Report. We also plan to continue to find newer
applications for GGBS.

Cost and availability of raw materials, power and fuel and logistics

Our cost of raw materials consumed, power and fuel costs and logistics costs are some of our major expenses as
shown in the table below:

499
 (₹ in millions, unless otherwise indicated)
Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Cost of raw materials consumed 13,089.38 21.41% 11,243.60 18.80% 10,670.51 21.94%
Power and fuel costs 9,903.30 16.20% 10,323.52 17.26% 7,591.38 15.61%
Freight and handling charges 14,371.04 23.50% 14,146.74 23.65% 11,071.88 22.77%

The availability and price of our raw materials, power and fuel are subject to a number of factors beyond our
control, including economic factors, seasonal factors, environmental factors and changes in government policies
and regulations. The price at which we are able to acquire raw materials and fuel depends on the demand,
availability, and accessibility of such raw materials. We attempt to achieve efficiency in our operations through
various measures.

• According to the CRISIL Report, raw material cost accounted for 18-20% of the cost of sales of cement
players for the first three quarters of Fiscal 2024. We aim to reduce our dependence on external raw
materials by producing some of these raw materials captively. To ensure consistent supply of limestone,
which is a key raw material for cement production, we have 10 limestone mining leases in India and JSW
Cement FZC has one limestone mining lease in the UAE with aggregate limestone residual reserves of
1,098.88 MMT in India and 269.14 MMT in the UAE as of March 31, 2024. Of these limestone mining
leases, as of March 31, 2024, we operate two limestone mines in India to supply limestone to our Nandyal
clinker unit and Shiva Cement Limited clinker unit, and we jointly operate one limestone mine in Fujairah,
UAE to supply limestone to the JSW Cement FZC clinker unit. While we have purchased clinker from
third parties in the past, in Fiscal 2024, pursuant to the clinker capacity expansion at the Nandyal plant and
the new kiln set up the Shiva Cement clinker unit, we were able to source all of our clinker in-house from
our clinker plants. To reduce our raw material costs, we have harnessed our R&D capabilities to be able to
use alternatives to Al killed slag to partly substitute the use of limestone in manufacturing our products at
our Nandyal plant. This led to a reduction in our usage of limestone, thus reducing our overall raw material
costs and a reduction in our carbon dioxide emission. We intend to roll-out similar measures in our other
plants as well. We source a majority of blast furnace slag from JSW Steel under long-term, fixed price
contracts. This arrangement helps us manage the cost of souring blast furnace slag and in turn our costs for
manufacturing GGBS.

• According to the CRISIL Report, as cement is a low-value, high-volume commodity, freight costs
constitute a significant proportion at 25-27% of the total cost of sales. We have ensured that our plants are
strategically located in close proximity to limestone mines and are also well-connected by road and/or rail
to cost effectively source other raw materials such as blast furnace slag, coal and gypsum. For example,
our Nandyal plant, which is an integrated unit, is located one km from the JSW Nandyal limestone mine.
Further, the grinding units in Vijayanagar, Dolvi, and Salem are co-located with steel plants of JSW Steel
Limited, which ensures cost effective transportation of blast furnace slag to these grinding units. Our
remaining grinding units in east India are likewise well-connected by road and/or rail network to regional
steel plants. For example, our Jajpur plant is located approximately 13 km from a major third-party steel
plant in Kalinganagar, Odisha. Further, our plants are well connected by road and/or rail to their key
consumption markets, enabling them to serve customer demands in each key consumption market in a cost-
efficient manner. For example, (i) our Dolvi and Jajpur plants are strategically located at average lead
distances of approximately 100 km and 123 km from their key consumption markets comprising the
Mumbai metropolitan region and coastal Odisha regions, respectively; (ii) our Vijayanagar and Salboni
plants are equipped with in-plant railway sidings; (iii) our Nandyal plant has access to two railway sidings
located approximately 30 km and 35 km, respectively, from the plant; and (iv) the Shiva Cement Limited
clinker unit has access to two railway sidings located approximately 20.90 km and 18.30 km, respectively,
from the plant. We are harnessing digitalisation to boost service quality and ensure cost-effectiveness across
our supply chain. This involves setting up a digital logistics control tower (“LCT”) to oversee the entire
order process from the receipt of orders to the delivery of our products by utilising yard management
systems, radio frequency identification (“RFID”) and global positioning system (“GPS”) tracking along
with automated route and fleet optimisation.

• According to the CRISIL Report, the cement industry is power-intensive, with power and fuel cost
accounting for 30-32% of the total cost of sales of cement players. To reduce our dependence on coal and
petroleum coke as sources of fuel, we co-process industrial waste as alternate fuel sources. As a result, in

500
 Fiscal 2024, our thermal substitution rate, which represents the amount of alternate fuel consumed as a
percentage of total fuel consumed, was 6.89%. We have installed alternate fuel handling systems at our
Nandyal plant, the Shiva Cement Limited clinker unit and at the JSW Cement FZC clinker unit to enable
us to process and utilise alternate fuels. In addition, we utilise green power such as power generated from
solar panels and waste heat recovery system (“WHRS”) to fulfil a part of our power requirements at our
plants.

Capacity expansion

We are expanding our presence across India by entering newer geographies and adding to our capacities through
greenfield as well as brownfield expansion. These capacity additions are expected to increase our Installed
Grinding Capacity by 98.30% from 20.60 MMTPA to 40.85 MMTPA and Installed Clinker Capacity by
102.48% from 6.44 MMTPA to 13.04 MMTPA. The table below shows our proposed board of directors
approved near term expansion plans:

Proposed capacity additions

Expansion
Proposed plant location Region Plant type (in MMTPA)
type
Clinker Grinding
Nagaur, Rajasthan North Integrated Unit Greenfield 3.30 2.50
Talwandi Sabo, Punjab North Grinding Unit Greenfield - 2.75
Bhushan Power and Steel East Grinding Unit Greenfield - 1.00
Limited (a unit of JSW Steel
Limited (“BPSL”)
Sambalpur, Odisha
Vijayanagar, Karnataka South Grinding Unit Brownfield - 4.00
Dolvi, Maharashtra West Grinding Unit Greenfield - 4.00
Hatta, Madhya Pradesh North Integrated Unit Greenfield 3.30 1.00
Uttar Pradesh North Grinding Unit Greenfield - 5.00
Total proposed capacity expansion 6.60 20.25
Current capacity of our plants and the JSW Cement FZC clinker unit as of 6.44 20.60
March 31, 2024
Total post-expansion capacity 13.04 40.85

For more details on our capacity expansion plans, see “Our Business – Our Strategies” and “- Capital expenditure”
beginning on pages 259 and 514.

Seasonality and weather conditions

In line with the general trend in the cement/building materials industry, our business is subject to seasonal
variations on account of lower demand for building materials during the monsoon season. Consequently, our
revenues recorded during the months of June to September are typically lower compared to other periods. During
the monsoons, construction activity is curtailed, and we generally plan repairs and maintenance of our plants to
take advantage of the reduced demand. However, during the months of October to June of the following year,
construction activity is high and so is the demand for our products.

Government incentives

We benefit from certain government incentives for our operations. The following table provides our income from
government incentives for the periods indicated:

(₹ in millions, unless otherwise indicated)

Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Government grant income 890.83 1.46% 880.67 1.47% 690.16 1.42%

Our government grants include incentives under the West Bengal State Support Industries Scheme in the
form of SGST refunds and under the Odissa Industrial Policy Resolution - 2015 in the form of SGST
refunds. Any change or delay in such incentives directly impacts our results of operations.

Working capital and long-term debt financing requirements

501
We require working capital for our business operations and long-term debt financing to expand our operations in
line with our strategies. A significant portion of our cash flow is used to pay interest and principal on our
indebtedness. The following table provides our finance costs for the periods indicated:

(₹ in millions, unless otherwise indicated)

Fiscal
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Finance costs 4,347.05 7.11% 3,102.30 5.19% 3,146.00 6.47%

Our finance costs were impacted by the increase in debt levels, pursuant to our capacity additions and by an
increase in interest rates, which led to a corresponding increase in our interest expenses. Our ability to procure
debt on time and on attractive terms impacts our financial condition and results of operations.

Competition

A key driver affecting our results of operations has been the sales volume of our existing products, which in turn
are affected by consumer preferences, availability of alternative products and pricing of our products. We face
intense competition across our businesses and our results of operations may be affected by the increased supply,
demand fluctuations in our markets. We depend on the strength of our brand to sell our products. We will be
required to compete effectively with our existing and potential competitors, to maintain and grow our market share
and in turn, our results of operations. The charts below show a comparison of retail selling price (“RSP”) of “A
category” brands, “B category” brands and JSW Cement in the east, west and south markets. The categories are
based on the prices of the brands in the respective regions. “A category” brands are 2-4 brands with highest prices
in a particular city. “B category” brands fall under next range of prices which is lower than “A category” brands’
prices. The brands across the categories may vary per city. The categorisation is not based on the sales volume of
the brands but only on the selling prices in the respective regions. RSP are sales prices for sales of 10-25 bags
from the retail counter and are ex-counter prices.

RSP prices: East region

Source: Industry, JSW Cement, CRISIL MI&A Research

Note: JSW Cement prices as provided by the company

502
 RSP prices: West region

Source: Industry, JSW Cement, CRISIL MI&A Research

Note: JSW Cement prices as provided by the company

RSP prices: South region

Note: For Hyderabad, category A brands do not include category A-premium brands which are amongst the fastest selling brands in the city;
JSW Cement prices as provided by the company
Source: Industry, JSW Cement, CRISIL MI&A Research

Results of operations

The following table sets forth select financial data from our restated consolidated statement of profit and loss for
Fiscals 2024, 2023 and 2022, the components which are also expressed as a percentage of total income for such
periods.
(₹ in millions, unless otherwise indicated)
Fiscals
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Income
Revenue from operations 60,281.03 98.59% 58,367.24 97.57% 46,685.70 95.99%
Other income 864.93 1.41% 1,454.85 2.43% 1,949.07 4.01%
Total income 61,145.96 100.00% 59,822.09 100.00% 48,634.77 100.00%
Expenses
Cost of raw materials consumed 13,089.38 21.41% 11,243.60 18.80% 10,670.51 21.94%
Purchases of stock-in-trade 226.95 0.37% 4,499.98 7.52% 1,533.13 3.15%
Changes in inventories of finished (137.95) (0.23)% (73.91) (0.12)% (441.87) (0.91)%
goods, work-in-progress and stock-
in-trade
Employee benefits expense 2,993.68 4.90% 2,946.28 4.93% 2,446.34 5.03%

503
 Fiscals
2024 2023 2022
Particulars
% of total % of total % of total
income income income
Finance costs 4,347.05 7.11% 3,102.30 5.19% 3,146.00 6.47%
Depreciation and amortisation 2,782.76 4.55% 3,732.03 6.24% 2,384.72 4.90%
expense
Power and fuel 9,903.30 16.20% 10,323.52 17.26% 7,591.38 15.61%
Freight and handling expenses 14,371.04 23.50% 14,146.74 23.65% 11,071.88 22.77%
Fair value loss arising from 1,413.40 2.31% 1,353.62 2.26% 7.70 0.02%
financial asset and liability
designated as fair value through
profit and loss account (“FVTPL”)
Expected credit loss on incentives 547.76 0.90% - - - -
under government schemes
Other expenses 8,602.31 14.07% 7,151.59 11.95% 6,318.77 12.99%
Less: Captive consumption of (57.58) (0.09)% (38.98) (0.07)% (73.67) (0.15)%
cement
Total expenses 58,082.10 94.99% 58,386.77 97.60% 44,654.89 91.82%
Restated profit before share of 3,063.86 1,435.32 3,979.88
profit/(loss) from joint ventures
and associate
Share of loss from joint ventures (820.28) (186.88) (12.55)
and associate (net)
Restated profit before tax 2,243.58 3.67% 1,248.44 2.09% 3,967.33 8.16%
Tax Expenses
Current tax 766.69 1.25% 531.38 0.89% 868.14 1.79%
Deferred tax 856.76 1.40% (323.32) (0.54)% 772.70 1.59%
Total tax expenses 1,623.45 2.66% 208.06 0.35% 1,640.84 3.37%
Restated profit for the year 620.13 1.01% 1,040.38 1.74% 2,326.49 4.78%

Fiscal 2024 compared to Fiscal 2023

Income

Our total income increased by 2.21% to ₹61,145.96 million in Fiscal 2024 from ₹59,822.09 million in Fiscal 2023,
primarily due to an increase in our revenue from operations by 3.28% to ₹60,281.03 million in Fiscal 2024 from
₹58,367.24 million in Fiscal 2023. The increase was primarily due to an increase in the sales volumes of cement
and GGBS from 5.70 MMT and 3.85 MMT in Fiscal 2023 to 6.94 MMT and 5.08 MMT in Fiscal 2024,
respectively. Our revenue also increased with an increase in the average retail selling prices of cement and GGBS.
Our revenue also increased with an increase in government grants by 1.15% from ₹880.67 million in Fiscal 2023
to ₹890.83 million in Fiscal 2024.

Our other income decreased by 40.55% to ₹864.93 million in Fiscal 2024 from ₹1,454.85 million in Fiscal 2023
primarily because we recognised a one-time deemed profit on stake of dilution of ₹554.79 million in Fiscal 2023
which related to investment in JSW One Platforms Limited and JSW Cement FZC and gain on hedging
instruments reclassified as OCI of ₹207.97 million in Fiscal 2023 which related to unwinding of hedge taken by
JSW Cement FZC for financial liability. We did not recognise these in Fiscal 2024.

Expenses

Out total expenses marginally decreased by 0.52% to ₹58,082.10 million in Fiscal 2024 from ₹58,386.77 million
in Fiscal 2023 primarily due to decrease in purchases of stock-in-trade, depreciation and amortisation expenses
and costs related to power and fuel. This decrease was partially offset by an increase in cost of raw materials
consumed, finance costs and other expenses. Our total expenses as a percentage of total income decreased to
94.99% in Fiscal 2024 from 97.60% in Fiscal 2023.

Cost of raw material consumed

Our cost of raw material consumed increased by 16.42% to ₹13,089.38 million in Fiscal 2024 from ₹11,243.60
million in Fiscal 2023 primarily due to an increase in amount of raw materials procured for our operations in line

504
with an increase in our sales volumes in Fiscal 2024 compared to Fiscal 2023, and also due to an increase in the
prices of our raw materials.

Purchase of stock in trade

Our purchase of stock in trade decreased by 94.96% to ₹226.95 million in Fiscal 2024 from ₹4,499.98 million in
Fiscal 2023 primarily due to the deconsolidation of JSW Cement FZC as our subsidiary in Fiscal 2023. As a result
of this deconsolidation, we did not report the purchase of limestone, which is used by JSW Cement FZC for its
operations as an expense.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade increased by 86.65% to ₹137.95
million in Fiscal 2024 from ₹73.91 million in Fiscal 2023 primarily due to an increase in inventories of finished
goods at the end of the period to ₹701.50 million in Fiscal 2024 from ₹432.71 million in Fiscal 2023 in line with
an increase in our sales volumes of cement and GGBS in Fiscal 2024.

Employee benefits expenses

Our employee benefits expenses increased by 1.61% to ₹2,993.68 million in Fiscal 2024 from ₹2,946.28 million
in Fiscal 2023 primarily due to increase in salaries and wages by 8.79% to ₹2,514.34 million in Fiscal 2024 from
₹2,311.11 million in Fiscal 2023. This increase was also due to an increase in our employee headcount to 1,661
as of March 31, 2024 from 1,588 as of March 31, 2023.

Finance costs

Our finance costs increased by 40.12% to ₹4,347.05 million in Fiscal 2024 from ₹3,102.30 million in Fiscal 2023
primarily due to an increase in interest expenses by 49.28% to ₹3,775.33 million in Fiscal 2024 from ₹2,529.08
million in Fiscal 2023. This increase was primarily because of additional working capital loans of ₹7,770 million
availed from banks during Fiscal 2024. Our interest expenses also increased with an increase in interest paid on
our existing and new loans due to an increase in global interest rates.

Depreciation and amortisation

Our depreciation and amortisation expense decreased by 25.44% to ₹2,782.76 million in Fiscal 2024 from
₹3,732.03 million in Fiscal 2023 primarily due to a decrease in depreciation on property, plant and equipment by
30.51% to ₹2,188.77 million in Fiscal 2024 from ₹3,149.54 million in Fiscal 2023 as we deconsolidated JSW
Cement FZC as a subsidiary in Fiscal 2023 and as a result we did not recognize depreciation with respect to the
plant in UAE in our statement of profit and loss in Fiscal 2024.

Power and fuel

Our power and fuel expenses decreased by 4.07% to ₹9,903.30 million in Fiscal 2024 from ₹10,323.52 million in
Fiscal 2023 primarily due to a decrease in global fuel prices in Fiscal 2024 compared to Fiscal 2023 where fuel
costs had increased due to the impact of the Russia-Ukraine war. Our power and fuel costs also decreased because
of the deconsolidation of JSW Cement FZC as a subsidiary in Fiscal 2023 and as a result did not recognize any
power and fuel costs incurred for the operations in UAE in our statement of profit and loss in Fiscal 2024.

Freight and handling

Our freight and handling expenses marginally increased by 1.59% to ₹14,371.04 million in Fiscal 2024 from
₹14,146.74 million in Fiscal 2023 due to an increase in transportation of finished goods as our sales volumes
increased in Fiscal 2024.

Fair value loss arising from financial asset and liability designated as FVTPL

Fair value loss arising from financial asset and liability designated as FVTPL increased by 4.42% to ₹1,413.40
million in Fiscal 2024 from ₹1,353.62 million in Fiscal 2023 primarily due to revaluation of compulsorily
convertible preference shares.

505
Expected credit loss on incentives under Government schemes

We incurred expenses for expected credit loss on incentives under Government schemes of ₹547.76 million for
the first time in Fiscal 2024 and it relates to a provision we created for delays in receiving government incentives
payable to us.

Other expenses

Our other expenses increased by 20.29% to ₹8,602.31 million in Fiscal 2024 from ₹7,151.59 million in Fiscal
2023 primarily due to:

• an increase in commission on sales by 47.18% to ₹1,246.47 million in Fiscal 2024 from ₹846.91 million in
Fiscal 2023. This increase was due to an increase in commissions offered to our dealers with the increase
in our sales volumes in Fiscal 2024.

• An increase in repairs to machinery by 22.04% to ₹836.00 million in Fiscal 2024 from ₹685.01 million in
Fiscal 2023 primarily to an increase in repairs and maintenance of our plants.

• Consumption of stores and spares by 29.53% to ₹771.18 million in Fiscal 2024 from ₹595.38 million in
Fiscal 2023. This increase was primarily due to an increase in stores and spares sourced for the operations
of our plants.

Restated profit for the year

As a result of the foregoing factors, our restated profit for the year decreased by 40.39% to ₹620.13 million in
Fiscal 2024 from a profit of ₹1,040.38 million in Fiscal 2023.

Fiscal 2023 compared to Fiscal 2022

Income

Our total income increased by 23.00% to ₹59,822.09 million in Fiscal 2023 from ₹48,634.77 million in Fiscal
2022, primarily due to an increase in our revenue from operations by 25.02% to ₹58,367.24 million in Fiscal 2023
from ₹46,685.70 million in Fiscal 2022. The increase was primarily due to an increase in the sales volumes of (i)
cement from 5.58 MMT in Fiscal 2022 to 5.70 MMT in Fiscal 2023; (ii) GGBS from 3.13 MMT in Fiscal 2022
to 3.85 MMT in Fiscal 2023; and (iii) RMC from 0.26 mm3 in Fiscal 2022 to 0.35 mm3 in Fiscal 2023. Our revenue
also increased with an increase in the prices of cement, GGBS and RMC.

Our revenue also increased with an increase in government grants from ₹690.16 million in Fiscal 2022 to ₹880.67
million in Fiscal 2023; and an increase in sale of scraps from ₹321.26 million in Fiscal 2023 to ₹515.43 million
in Fiscal 2024.

Our other income decreased by 25.36% to ₹1,454.85 million in Fiscal 2023 from ₹1,949.07 million in Fiscal 2022
primarily due to a decrease in fair value gain arising from financial instruments designated as FVTPL by
17,479.48% in Fiscal 2023 compared to Fiscal 2022. This decrease was partially offset by a one-time gain from
deemed profit on stake dilution of ₹554.79 million in Fiscal 2023 which related to investment in JSW One
Platform Limited and JSW Cement FZC.

Expenses

Out total expenses increased by 30.75% to ₹58,386.77 million in Fiscal 2023 from ₹44,654.89 million in Fiscal
2022 primarily due to an increase in cost of raw materials consumed, purchase of stock in trade, employee benefit
expenses, depreciation and amortization expenses, costs related to power and fuel, freight and handling expenses,
fair value loss arising from Financial Asset and Liability designated as FVTPL and other expenses. Our total
expenses as a percentage of total income increased to 97.60% in Fiscal 2023 from 91.82% in Fiscal 2022.

Cost of raw material consumed

506
Our cost of raw material consumed increased by 5.37% to ₹11,243.60 million in Fiscal 2023 from ₹10,670.51
million in Fiscal 2022 primarily due to an increase in raw materials procured for our operations in line with an
increase in our sales volumes in Fiscal 2023 compared to Fiscal 2022, and also due to an increase in the prices of
our raw materials.

Purchase of stock in trade

Our purchase of stock in trade increased by 193.52% to ₹4,499.98 million in Fiscal 2023 from ₹1,533.13 million
in Fiscal 2022 primarily due to an increase in limestone purchased for JSW Cement FZC’s operations in UAE.
Our purchase of granulated blast furnace slag also increased in Fiscal 2023 in line with the increase in sales
volumes.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade decreased by 83.27% to ₹73.91
million in Fiscal 2023 from ₹441.87 million in Fiscal 2022 primarily due to deconsolidation of JSW Cement FZC
after March 21, 2023 since it ceased to be a subsidiary as on March 21, 2023.

Employee benefits expenses

Our employee benefits expenses marginally increased by 20.44% to ₹2,946.28 million in Fiscal 2023 from
₹2,446.34 million in Fiscal 2022 primarily due to an increase in salaries and wages by 6.43% to ₹2,311.11 million
in Fiscal 2023 from ₹2,171.44 million in Fiscal 2022, and employee stock option expenses by 315.13% to ₹435.47
million in Fiscal 2023 from ₹104.90 million in Fiscal 2022. This increase was primarily due to an increase in our
employee headcount from 1,499 as of March 31, 2022 to 1588 as of March 31, 2023.

Finance costs

Our finance costs marginally decreased by 1.39% to ₹3,102.30 million in Fiscal 2023 from ₹3,146.00 million in
Fiscal 2022 primarily due to a decrease in other borrowing costs by 50.08% to ₹129.56 million in Fiscal 2023
from ₹259.56 million in Fiscal 2022. During Fiscal 2023 we refinanced part of our existing banking facilities at
lower rates, renegotiated with exiting lenders for lowering of lending rates resulting in reduction borrowing costs.

Depreciation and amortisation

Our depreciation and amortisation expense increased by 56.50% to ₹3,732.03 million in Fiscal 2023 from
₹2,384.72 million in Fiscal 2022 primarily due to an increase in depreciation on property, plant and equipment by
64.93% to ₹3,149.54 million in Fiscal 2023 from ₹1,909.66 million in Fiscal 2022 as we operationalised our
grinding unit in Salem and Shiva Cement’s clinker unit.

Power and fuel

Our power and fuel expenses increased by 35.99% to ₹10,323.52 million in Fiscal 2023 from ₹7,591.38 million
in Fiscal 2022 primarily due to an increase in global fuel prices as a result of the Russia-Ukraine war and other
global conflicts.

Freight and handling

Our freight and handling expenses increased by 27.77% to ₹14,146.74 million in Fiscal 2023 from ₹11,071.88
million in Fiscal 2022 primarily due to an increase in transportation of finished goods as our sales volumes
increased in Fiscal 2023.

Fair value loss arising from financial asset and liability designated as FVTPL

Fair value loss arising from financial asset and liability designated as FVTPL increased by 17,479.48% to
₹1,353.62 million in Fiscal 2023 from ₹7.70 million in Fiscal 2022 primarily due to impact of fair valuation of
compulsorily convertible preference shares as per IND AS 109.

Other expenses

507
Our other expenses increased by 13.18% to ₹7,151.59 million in Fiscal 2023 from ₹6,318.77 million in Fiscal
2022 primarily due to:

• an increase in in repairs to machinery by 14.38% to ₹685.01 million in Fiscal 2023 from ₹598.88 million
in Fiscal 2022 primarily to an increase in repairs and maintenance of our plants

• an increase in commission on sales by 34.87% to ₹846.91 million in Fiscal 2023 from ₹627.95 million in
Fiscal 2022. This increase was due to an increase in commissions offered to our dealers with the increase
in our sales volumes in Fiscal 2023.

• an increase in job work charges by 120.46% to ₹443.03 million in Fiscal 2023 from ₹200.96 million in
Fiscal 2022.

• an increase in advertisement and publicity expenses by 8.18% to ₹816.21 million in Fiscal 2023 from
₹754.46 million in Fiscal 2022 due to an increase in our sales and marketing initiatives.

Restated profit for the year

As a result of the foregoing factors, our restated profit for the year decreased by 55.28% to ₹1,040.38 million in
Fiscal 2023 from a restated profit for the year of ₹2,326.49 million in Fiscal 2022.

Non-GAAP financial measures

In addition to our results determined in accordance with Ind AS, we believe the following non-GAAP measures
are useful to investors in evaluating our operating performance. We use the following non-GAAP financial
information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe
that non-GAAP financial information, when taken collectively with financial measures prepared in accordance
with IndAS, may be helpful to investors because it provides an additional tool for investors to use in evaluating
our ongoing operating results and trends and in comparing our financial results with other companies in our
industry because it provides consistency and comparability with past financial performance. However, our
management does not consider these non-GAAP measures in isolation or as an alternative to financial measures
determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as
an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. Non-GAAP financial information may be different from similarly titled non-GAAP
measures used by other companies. The principal limitation of these non-GAAP financial measures is that they
exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements,
as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of
judgment by management about which expenses and income are excluded or included in determining these Non-
GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most
directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review
the related Ind AS financial measures and the reconciliation of non-GAAP financial measures to their most
directly able Ind AS financial measures included below and to not rely on any single financial measure to evaluate
our business.

EBITDA, Operating EBITDA, EBITDA Margin, Operating EBITDA Margin

The following table reconciles EBIT, Operating EBITDA, EBITDA Margin and Operating EBITDA Margin to
our restated profit.

• EBITDA is calculated as Restated profit before share of profit/(loss) from joint venture and tax plus Finance
Costs, Depreciation and amortisation expense, Impairment of goodwill.

• Operating EBITDA is calculated as Restated profit before share of profit/(loss) from joint venture and tax
minus Other Income plus Finance Costs, Depreciation and amortisation expense, Impairment of goodwill,
Deemed loss on stake dilution, Fair value loss /(gain) arising from financial instruments (CCPS) designated
as FVTPL.

508
• Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by Revenue from operations
*100.
• EBITDA Margin (%) is calculated as EBITDA divided by Total Income * 100

(in ₹ million, unless otherwise indicated)

As of and for the year ended March 31,
Particulars
2024 2023 2022
Restated profit before share of profit/(loss) A 3,063.86 1,435.32 3,979.88
from joint venture and associate
Finance costs B 4,347.05 3,102.30 3,146.00
Depreciation and amortisation expense and C 2,945.65 3,732.03 2,384.72
Impairment of goodwill
EBITDA D = A+B+C 10,356.56 8,269.65 9,510.60
Fair value loss /(gain) arising from financial E 1,371.40 1,343.30 (1,242.10)
instruments designated as FVTPL - CCPS
Deemed loss/ (gain) on stake dilution F 126.30 (554.79) -
Other Income G 864.93 900.06 706.97
Operating EBITDA H=D+E+F-G 10,989.33 8,158.10 7,561.53
Revenue from operations I 60,281.03 58,367.24 46,685.70
Operating EBITDA margin (in %) J=H/I*100 18.23% 13.98% 16.20%
Total Income K 61,145.96 59,822.09 48,634.77
EBITDA margin (in %) L= D/K*100 16.94% 13.82% 19.56%

Operating Return on Capital Employed

The following table reconciles Operating Return on Capital Employed to Operating EBITDA. For a reconciliation
of Operating EBITDA to Restated profit before share of profit/(loss) from joint venture and tax, see “ – Non-
GAAP Financial Measures – EBITDA, Operating EBITDA, EBITDA Margin, Operating EBITDA Margin” above.

• Operating EBIT is calculated as operating EBITDA minus depreciation and amortization and impairment
of goodwill.

• Net Debt is calculated as Total Debt minus Cash and cash equivalents minus bank balances minus Liquid
Current Investments. Total Debt is calculated as Non Current Borrowings plus Current Borrowings.

• Tangible net worth is calculated as Total Equity minus goodwill minus intangible assets (existing and under
development) minus deferred tax assets plus deferred tax liabilities.

• Capital Employed refers to sum of tangible net worth plus net debt.

• Operating Return on Capital Employed is calculated as Operating EBIT as a % of Capital Employed.

(in ₹ million, unless otherwise indicated)

As of and for the year ended March 31,
Particulars
2024 2023 2022
Operating EBITDA A 10,989.33 8,158.10 7,561.53
Depreciation and amortisation B 2,945.65 3,732.03 2,384.72
expense and Impairment of
goodwill
Operating EBIT C=A-B 8,043.68 4,426.07 5,176.81

Non-current borrowings D 41,568.62 46,455.89 40,514.87

Current Borrowings (including E 16,789.02 7,759.53 5,705.68
current maturity of long term
borrowings)
Less:
Cash and cash equivalents F 1,181.60 511.34 1,648.33
Liquid Bank balances G 1,978.20 39.00 3,900.97
Current investments H - - -

509
 Net Debt I=D+E-F-G-H 55,197.84 53,665.08 40,671.25
Total Equity J 23,854.82 22,407.43 21,120.26
Goodwill K 2,169.39 2,332.28 2,332.28
Intangible assets L 6,775.94 6,925.11 763.51
Intangible assets under M 308.01 153.10 39.55
development
Deferred tax asset N 1,028.52 826.88 518.68
Deferred tax liability O 3,805.63 2,655.11 2,253.08
Tangible Net Worth P=J-K-L-M- 17,378.59 14,825.17 19,719.32
N+O
Capital Employed Q=I+P 72,576.43 68,490.25 60,390.57
Operating Return on Capital R=C/Q*100 11.08% 6.46% 8.57%
Employed (in %)

Net Debt (excluding CCPS) to Operating EBITDA Ratio

The following table reconciles Net Debt (excluding CCPS) to Operating EBITDA Ratio.

• Net Debt (excluding CCPS) is calculated as Total Debt minus CCPS minus Cash and cash equivalents
minus bank balances minus Liquid Current Investments. Total Debt is calculated as Non-Current
Borrowings plus Current Borrowings. This is a liquidity metric that helps us to track the pure play
borrowings position of our Company excluding instruments convertible into equity.

• Net Debt (excluding CCPS) to Operating EBITDA Ratio is calculated as Net Debt (excluding CCPS)
divided by Operating EBITDA and measures the ability and extent to which we can cover our pure play
debt in comparison to the Operating EBITDA being generated by us.

(in ₹ million, unless otherwise indicated)

As of and for the year ended March 31,
Particulars
2024 2023 2022
Net Debt A 55,197.84 53,665.08 40,671.25
Less: CCPS B 17,472.60 16,101.20 14,757.90
Net Debt (excluding CCPS) C=A-B 37,725.24 37,563.88 25,913.35
Operating EBITDA D 10,989.33 8,158.10 7,561.53
Net Debt (excluding CCPS) to E=C/D 3.43 4.60 3.43
Operating EBITDA Ratio

Net Worth, Return on Net Worth (%), Net Asset Value Per Equity Share

The following table reconciles Net Worth, Return on Net Worth, Net Asser Value Per Equity Share to our equity
attributable to owners of the Company/net worth.

• Return on Net Worth is calculated as Restated profit for the period / year attributable to equity holders of
the parent divided by equity attributable to owners of our Company *100.

• Net Asset Value per Equity share is calculated as Equity attributable to owners of the Company / Net Worth
divided by Weighted average number of shares outstanding during the year.

(in ₹ million, unless otherwise indicated)

As of and for the year ended March 31,
Particulars
2024 2023 2022
Equity attributable to owners of the Company A 24,646.81 22,921.00 21,306.53
/ Net Worth

510
 Restated total profit /(loss) for the year B 898.07 1,367.80 2,442.74
attributable to owners of the Company
Return on Net Worth C=B/A*100 3.64% 5.97% 11.46%
Weighted average number of shares D 986.35 986.35 986.35
outstanding during the year
Net Asset Value Per Share E=A/D 24.99 23.24 21.60

Financial and Operating Metrics excluding JSW Cement FZC

Until March 21, 2023, JSW Cement FZC was a wholly-owned subsidiary of our Company. Until March 21, 2023,
JSW Cement FZC was a wholly-owned subsidiary of our Company. Effective March 22, 2023, JSW Cement FZC
became a joint venture between our Company and Aquarius Global Fund PCC. As a result, JSW Cement FZC is
now reported as a joint venture in our financial statements and is accounted under the equity method of
accounting. However, in the financial statements for Fiscal 2022 and for the period from April 1, 2022 until March
21, 2023, JSW Cement FZC is consolidated as a wholly-owned subsidiary. Therefore, our financial statements
and operating metrics for Fiscal 2024 are not directly comparable with our financial statements and operating
metrics for Fiscals 2023 and 2022. For more details on the deconsolidation of JSW Cement FZC see, “History
and Certain Corporate Matters – Other material agreements – Shareholders cum joint venture agreement dated
February 6, 2023 amongst our Company, JSW FZC (“JSWCF”) and the Aquarius Global Fund PCC
(“Investor”)(“JV Agreement”)” beginning on page 306.

The following table presents certain financial and operating metrics excluding JSW Cement FZC for the periods
indicated:
(in ₹ million, except otherwise indicated)
As of or for the year ended March 31,
Financial and Operating Information Excluding JSW FZC**
2024 2023 2022
Cement Saleable Production (in MMT)*** 7.05 5.76 5.70
GGBS Saleable Production (in MMT)*** 5.11 3.85 3.13
Total Cementitious Saleable Production (cement +GGBS) (in MMT)*** 12.15 9.61 8.83
Clinker Production (in MMT) 3.21 1.59 1.92
Cement Volume Sold (in MMT)*** 6.94 5.70 5.58
GGBS Volume Sold (in MMT)*** 5.08 3.85 3.13
Clinker Volume Sold (in MMT) 0.50 - 0.02
Total Volume Sold (in MMT) 12.53 9.56 8.73
Ready Mix Concrete Sales Volume (in Mn. Cu M)*** 0.37 0.35 0.26
Percentage of Cement Volume Sold through Trade Channel (in %)*** 57.53% 64.39% 65.13%
Installed Grinding Capacity (in MMTPA)*** 20.60 16.30 14.55
Installed Clinker Capacity (in MMTPA) 4.13 4.13 2.31
Grinding Capacity Utilization (in %)*** 67.50% 60.37% 60.51%
Clinker Capacity Utilization (in %) 77.76% 66.22% 83.14%
Green power consumed as percentage of total power consumption (in %) 15.01% 3.80% 3.64%
Net Carbon Dioxide emission intensity (Scope 1 + Scope 2) ^^ in India 270.00 206.00 266.00
(in Kg per tonne of cementitious material)
Revenue from operations (₹ million) 60,281.03 48,657.67 41,263.13
Cement Realization per Tonne (in ₹)*** 4,909.81 5,084.40 4,923.28
GGBS Realization per Tonne (in ₹)*** 3,760.61 3,640.79 3,239.09
EBITDA (₹ million) 10,356.56 7,873.93 9,167.37
EBITDA per Tonne (in ₹) 826.80 824.04 1,049.92
EBITDA Margin (in %) 16.94% 15.75% 21.21%
Operating EBITDA (₹ million) 10,989.33 7,876.05 7,205.45
Operating EBITDA per Tonne (in ₹) 877.31 824.26 825.22
Operating EBITDA Margin (in %) 18.23% 16.19% 17.46%
PAT (₹ million) 1,133.86 1,542.04 2,725.73
PAT Margin (in %) 1.85% 3.08% 6.31%
Adjusted PAT 2,505.26 2,885.34 1,483.63
Adjusted PAT Margin (in %) 4.10% 5.77% 3.43%
Net Debt (excluding CCPS) to Operating EBITDA Ratio (number of 3.43 4.77 2.98
times)
Net Debt (excluding CCPS) to Total Equity (including CCPS) Ratio 0.90 0.97 0.61
(number of times)
Operating Return on Capital Employed (in %) 10.69% 6.36% 9.13%

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 As of or for the year ended March 31,
Financial and Operating Information Excluding JSW FZC**
2024 2023 2022
Return on Equity (in %) 4.66% 6.87% 13.18%
Adjusted Return on Equity (in %) 5.99% 7.49% 4.19%
Basic EPS (in ₹) 1.43 1.90 2.88
Net Debt (excluding CCPS) (₹ million) 37,725.24 37,563.88 21,478.25
Total Equity (₹ million) 24,352.39 22,446.02 20,675.06
Net Asset Value Per Share (in ₹) 25.49 23.28 21.15
Clinker To Cement Ratio (in %) 46.60% 42.88% 47.49%
Raw Material Cost Per Tonne (in ₹) 1,047.48 1,172.98 1,134.19
Power and Fuel Cost Per Tonne (in ₹) 790.61 836.97 689.55
Freight Cost Per Tonne (in ₹) 1,147.29 1,190.72 1,204.40
*** No change in numbers prior to and post excluding JSW Cement FZC as the said entity only manufactures clinker.

Liquidity and capital resources

Historically, our primary liquidity requirements have been to finance our working capital needs for our operations.
We have met these requirements through cash flows from operations, equity infusions from shareholders and
borrowings. As of March 31, 2024, we had ₹1,181.60 million in cash and cash equivalents, ₹1,978.20 million as
other bank balances and ₹2,279.14 million in loans.

We believe that, after considering the expected cash to be generated from operations, our borrowings and the
proceeds from the Issue, we will have sufficient liquidity for our present requirements and anticipated
requirements for capital expenditure and working capital for the next 12 months.

Our future capital requirements will depend on many factors, including, but not limited to our growth, our ability
to expand our operations in central and northern India and increase our production capacity. We may be required
to seek additional equity or debt financing.

Cash flows

The table below summarises the statement of cash flows, as per our restated consolidated cash flow statements,
for the years indicated:
(in ₹ million)
Fiscal
Particulars
2024 2023 2022
Net cash generated from operating activities 14,077.06 6,531.58 3,390.13
Net cash used in investing activities (11,198.07) (17,929.12) (15,297.23)
Net cash (used)/generated from financing activities (2,208.73) 10,410.01 12,598.91
Net (decrease)/increase in cash and cash equivalents 670.26 (987.53) 691.81

Operating Activities

Net cash generated from operating activities for Fiscal 2024 was ₹14,077.06 million, while our operating profit
before working capital changes was ₹12,141.98 million. We had positive cash flows in Fiscal 2024, primarily due
to operating profit and on account of movements in working capital that were primarily attributable to an increase
in trade payables and other liabilities of ₹4,419.87 million, which was partially offset by an increase in trade
receivables ₹797.71 million, an increase in financial and other assets of ₹361.80 million, an increase in inventories
of ₹267.92 million and an increase in income taxes paid (net) of ₹1,057.36 million.

Net cash generated from operating activities for Fiscal 2023 was ₹6,531.58 million, while our operating profit
before working capital changes was ₹8,873.78 million. We had positive cash flows in Fiscal 2023, primarily due
to operating profit and on account of movements in working capital that were primarily attributable to an increase
in trade payables and other liabilities of ₹4,167.03 million, which was partially offset by an increase in financial
and other assets of ₹3,681.64 million, an increase in inventories of ₹1,386.97 million and an increase in income
taxes paid (net) of ₹1,070.88 million.
Net cash generated from operating activities for Fiscal 2022 was ₹3,390.13 million, while our operating profit
before working capital changes was ₹7,767.19 million. We had positive cash flows in Fiscal 2022, primarily due
to operating profit and on account of movements in working capital that were primarily attributable to an increase
in trade payables and other liabilities of ₹2,428.31 million, which was partially offset by an increase in financial

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and other assets of ₹3,529.39 million, an increase in inventories of ₹1,109.26 million and an increase in trade
receivables of ₹1,475.66 million.

Investing Activities

Our net cash flow used in investing activities for Fiscal 2024 was ₹11,198.07 million, which primarily consisted
of purchase of property, plant and equipment and intangible assets (including under development and capital
advances) of ₹9,322.03 million and bank deposits not considered as cash and cash equivalent (net) of ₹2,179.63
million. This was partially offset by interest received of ₹248.65 million and loan given to related parties repaid
of ₹113.72 million.

Our net cash flow used in investing activities for Fiscal 2023 was ₹17,929.12 million, which primarily consisted
of purchase of property, plant and equipment and intangible assets (including under development and capital
advances) of ₹16,337.34 million, payment made towards acquisition of subsidiaries amalgamated pursuant to
scheme of ₹6,030.00 million and investment in joint ventures of ₹306.82 million. This was partially offset by
bank deposits not considered as cash and cash equivalent (net) of ₹3,861.97 million and proceeds from sale of
non-current investments of ₹520.00 million.

Our net cash flow used in investing activities for Fiscal 2022 was ₹15,297.23 million, which primarily consisted
of purchase of property, plant and equipment and intangible assets (including under development and capital
advances) of ₹10,544.85 million, bank deposits not considered as cash and cash equivalent (net) of ₹3,501.77
million and investment in others of ₹795.00 million. This was partially offset by proceeds from sale of non-current
investments of ₹125.00 million and interest received of ₹110.63 million.

Financing Activities

Our net cash used in financing activities for Fiscal 2024 was ₹2,208.73 million, and primarily included repayment
of non-current borrowings of ₹5,084.66 million and interest paid of ₹4,502.09 million which was partially offset
by proceeds from non-current borrowings of ₹4,988.75 million and proceeds from current borrowings (net) of
₹2,710.74 million.

Our net cash flow generated from financing activities for Fiscal 2023 was ₹10,410.01 million and comprised
proceeds from non-current borrowings of ₹32,532.73 million and proceeds from current borrowings (net) of
₹1,902.47 million, partially offset primarily by repayment of non-current borrowings of ₹20,832.10 million and
interest paid of ₹2,922.19 million.

Our net cash flow generated from financing activities for Fiscal 2022 was ₹12,598.91 million and comprised
proceeds from issue of compulsory convertible preference shares of ₹16,000.00 million and proceeds from non-
current borrowings of ₹13,405.50 million, partially offset primarily by repayment of non-current borrowings of
₹8,152.52 million and proceeds from current borrowings (net) of ₹5,721.01 million.

Indebtedness

As of March 31, 2024, we had non-current borrowings of ₹41,568.62 million which included term loans from
banks of ₹24,201.18 million and compulsorily convertible preference shares of ₹17,472.60 million. Our terms
loans are secured by way of corporate guarantees, charge and hypothecation of moveable and immovable assets
(present and future), mortgage on certain immovable properties (present and future), first pari passu charge on
current assets of the Company in line with other working capital lenders, pari passu charge on all receivables and
stock and lien on fixed deposits.

Contractual obligations

The table below sets forth our contractual obligations with definitive payment terms as of March 31, 2024. These
obligations primarily relate to our trade payables.

(in ₹ million)
Due date of payment
More
Particulars Unbilled Less than 1 to 2 2 to 3
Not due than 3 Total
dues 1 year year years
years
Micro, small and medium enterprises - 241.98 136.40 - - - 378.38

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 Due date of payment
More
Particulars Unbilled Less than 1 to 2 2 to 3
Not due than 3 Total
dues 1 year year years
years
Others 1,983.61 7,425.00 2,307.32 70.03 36.91 21.21 11,844.08

Contingent liabilities

The following table sets forth the principal components of our contingent liabilities not provided for in relation to
disputed claims/levies (excluding interest, if any):
(in ₹ million)
Particulars As of March 31, 2024
Custom duty 227.03
Excise duty 67.75
Cess under the Building and other Constructions Workers Act, 1946 20.00
VAT 48.22
Entry tax 0.64
Service tax/ Goods and service tax 124.90
Income tax 540.58
Compensation for excess mining of limestone -
Royalty demand 11.15
Total 1,040.27

For further details, see Note 38 (other notes) to the Restated Consolidated Financial Information Notes forming
part of the Restated Consolidated Financial Information.

Capital expenditure

Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily for
expanding our operations across India by entering newer geographies and adding to our capacities through
greenfield as well as brownfield expansion. These capacity additions are expected to increase our Installed
Grinding Capacity by 98.30% from 20.60 MMTPA to 40.85 MMTPA and clinker capacity by 102.48% from 6.44
MMTPA to 13.04 MMTPA. The table below sets forth our capital expenditure towards purchase of property, plant
and equipment and intangible assets (including under development and capital advances) for the periods indicated:

(in ₹ million)
Fiscal
Particulars
2024 2023 2022
Capital Expenditure 9,322.03 16,337.34 10,544.85

Off-balance sheet arrangements

We have provided guarantees to lenders on behalf of JSW Cement FZC for availing term loans and working
capital facilities from the lender banks. Other than the guarantee mentioned, we do not have any off-balance sheet
arrangements, derivative instruments or other relationships with other entities that would have been established
for the purpose of facilitating off-balance sheet arrangements.

Related party transactions

We enter into various transactions with related parties. For further information see “Related Party Transactions”
beginning on page 494 of this Draft Red Herring Prospectus.

Quantitative and qualitative disclosures about market risks

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in the market prices. We are exposed in the ordinary course of our business to risks related to changes in
foreign currency exchange rates and interest rates. We seek to minimise the effects of these risks by using
derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by our
policies approved by our board of directors, which provide written principles on foreign exchange risk, interest

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rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment
of excess liquidity. Compliance with policies and exposure limits is reviewed by our management and our internal
auditors on a continuous basis. We do not enter into or trade financial instruments, including derivatives for
speculative purposes.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. We are exposed to interest rate risk because funds are borrowed at both fixed
and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable
interest rate. The following table provides a break-up of our fixed and floating rate borrowings:

(in ₹ million)
As of March 31,
Particular
2024 2023 2022
Fixed rate borrowings - - 500.00
Floating rate borrowings 58,515.00 54,359.67 45,867.78
Total gross borrowings 58,515.00 54,359.67 46,367.78
Less: Upfront fees (157.36) (144.25) (147.23)
Total borrowings 58,357.64 54,215.42 46,220.55

The sensitivity analyses below have been determined based on the exposure to interest rates for floating rate
liabilities, after the impact of hedge accounting, assuming the amount of the liability outstanding at the year-end
was outstanding for the whole year.

If interest rates had been 100 basis points higher or lower and all other variables were held constant, our profit for
Fiscal 2024 would decrease or increase by ₹ 585.15 million, our profit for Fiscal 2023 would decrease or increase
by ₹ 543.60 million and for Fiscal 2022, our profit would decrease or increase by ₹ 458.68 million. This is mainly
attributable to our exposure to interest rates on our variable rate borrowings.

The following table details the nominal amounts and remaining terms of interest rate swap contracts outstanding
as at the dates below:

US$ equivalent (in

As of March 31, Nature Number of Contracts
millions)
2024 Liabilities 2.00 48.00
2023 Liabilities - -
2022 Liabilities - -

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to us. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness
as well as concentration risks. We have adopted a policy of only dealing with creditworthy counterparties and
obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
We are exposed to credit risk for financial guarantees, incentives receivable from the Government, trade
receivables, cash and cash equivalents, loans and incentives.

Financial guarantee

With respect to financial guarantees, we provide to banks and financial institutions, the maximum exposure which
we are exposed to is the maximum amount which we would have to pay if the guarantee is called upon. Based on
the expectation at the end of the reporting period, we consider that it is more likely than not that such an amount
will not be payable under the guarantees provided.

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Incentives receivable from the Government

Our plant at Salboni in West Bengal and Jajpur in Odisha are eligible for incentives under the respective state
government policy/scheme for availing incentives in the form of VAT/SGST reimbursements. We accrued these
incentives as refund claims in respect of VAT/GST paid, on the basis that all attaching conditions were fulfilled
by us and there was reasonable assurance that the incentive claims will be disbursed by the State Governments.
During the current year, in view of our management re-assessing the expected recovery period for incentives
receivables, a charge of ₹ 547.76 million due to time value of money is computed based on the expected credit
loss method. We are confident about the ultimate realisation of the dues from the State Government and there is
no risk of default.

Trade receivables

Customer credit risk is managed centrally by us and subject to established policy, procedures and control relating
to customer credit risk management. Before accepting any new customer, we use an external credit scoring system
to assess the potential customer’s credit quality and define credit limits by customer. Limits and scoring attributed
to customers are reviewed once a year. Trade receivables consist of a large number of customers spread across
diverse industries and geographical areas with no significant concentration of credit risk. No single customer
accounted for 10.00% or more of revenue in any of the years indicated. The outstanding trade receivables are
regularly monitored and appropriate action is taken for collection of overdue receivables. As per the simplified
approach, we make provision of expected credit losses on trade receivables using a provision matrix to mitigate
the risk of default payments and makes appropriate provision at each reporting date wherever the outstanding
amount is for a longer period and involves higher risk. Our historical experience of collecting receivables indicate
a low credit risk. Hence, trade receivables are considered to be a single class of financial assets. We have a practice
of periodically reviewing outstanding receivables for recoverability and accordingly making provisions for
expected credit losses and also on a case to case basis wherever required. As per our policy, receivables are
classified into different buckets based on the overdue period ranging from six months to one year to more than
one year. There are different provisioning norms for each bucket which range from 3.00% to 55.00%. The
movement allowance for expected credit loss is as follows:
(in ₹ million)
Particulars Amount
As of April 1, 2021 21.40
Additional allowance 6.50
As of March 31, 2022 27.90
Additional allowance 0.10
Reversal during the year (1.59)
As of March 31, 2023 26.41
Additional allowance 77.16
As of March 31, 2024 103.57

Cash and cash equivalents

Credit risks from balances with banks and financial institutions are managed in accordance with our policy. For
derivative and financial instruments, we attempt to limit the credit risk by only dealing with reputable banks and
financial institutions having high credit-ratings assigned by credit-rating agencies. Our maximum exposure to the
credit risk for the components of the balance sheet as of March 31, 2024, 2023 and 2022 are the respective carrying
amounts indicated in note 17 to our Restated Consolidated Financial Information.
Loans and investment
Our centralised treasury function manages the financial risks relating to the business. The treasury function
focusses on capital protection, liquidity and yield maximisation. Investments of surplus funds are made only in
approved counterparties within credit limits assigned for each counterparty. The limits are set to minimise the
concentration of risks and therefore mitigate the financial loss through counter party’s potential failure to make
payments.
Seasonality
The sales volumes and prices of our products are influenced by seasonality. For further details, see “– Significant
factors affecting our financial condition and results of operations – Seasonality and weather conditions”, “Risk
Factors – Internal Risks – 21. Our business is subject to seasonal variations and cyclicality that could result in
fluctuations in our results of operations” beginning on pages 501 and 59, respectively.

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Significant economic changes

Other than as described above under the heading titled “Our Business” beginning on page 250 of this Draft Red
Herring Prospectus to the knowledge of our management, there are no other significant economic changes that
materially affect or are likely to affect income from continuing operations.

Unusual or infrequent events of transactions

Except as described in this Draft Red Herring Prospectus, there have been no events or transactions that, to our
knowledge, may be described as “unusual” or “infrequent”.

Known trends or uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in the
heading titled “Significant Factors Affecting Our Financial Condition and Results of Operations” beginning on
page 498 and the uncertainties described in the section titled “Risk Factors” beginning on page 39. To our
knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no known factors
which we expect will have a material adverse impact on our revenues or income from continuing operations.

Auditor observations

Our statutory auditors have commented upon certain matters included in the Companies (Auditor’s Report) Order
Report in our standalone audited financial statements for Fiscals 2022 and 2023 in relation to the following:

1. The leasehold land at Karnataka which is subleased from JSW Steel Limited has expired and approval for
execution of a sale deed is pending with the Karnataka State Government. The High Court of Karnataka
on March 12, 2024, allowed the petition filed by JSW Steel Limited and directed the Government of
Karnataka to execute the sale deed in favour of JSW Steel Limited. The execution of the sale deed is still
pending.

2. Certain central excise tax, GST, cess, sales tax, income tax and customs dues aggregating to 442.40 million
and ₹537.90 million in Fiscals 2022 and 2023, respectively, have not been deposited on account of ongoing
disputes by the Company.

3. There can be no assurance that any similar remarks or other matters prescribed under the Companies
(Auditor’s Report) Order, 2020, will not form part of our financial statements for the future Fiscals, which
could subject us to additional liabilities due to which our reputation and financial condition may be
adversely affected.

Significant dependence on select customers and suppliers

We primarily depend on steel manufacturing companies such as JSW Steel Limited for the supply of blast furnace
slag. We use blast furnace slag as a key additive raw material to manufacture blended cement products (PSC and
PCC) and GGBS, which we call green cementitious products. Any significant increase in the cost of blast furnace
slag could increase our costs of manufacturing green cementitious products, and in turn have an adverse impact
on our operations, financial condition, and results of operations. For further details, see “Risk Factors – Internal
Risks – 2. We are significantly dependent on JSW Steel Limited and its subsidiaries, our related parties, for the
supply of blast furnace slag (90.93% of total blast furnace slag consumed in Fiscal 2024), which is a key additive
raw material used for manufacturing green cementitious products such as ground granulated blast furnace slag
and blended cement. The loss of one or more such suppliers could adversely affect our business, results of
operations, financial condition, and cash flows.” beginning on page 41.

Further, our customers typically include government and private infrastructure projects, real estate companies
involved in housing and commercial real estate projects and individual home builders. These sectors are affected
by macro-economic factors including, increasing urbanisation, nuclearisation and per-capita income, according to
the CRISIL Report. In the event of any future overall economic slowdown, adverse change in budgetary
allocations across housing, infrastructure and industrial/commercial sectors, or any change in government policies
or priorities, we may be required to lower the price of our products. For further details, see “Risk Factors – Internal
Risks – 17. We rely on the demand for our products from customers in various sectors such as infrastructure,

517
housing and industrial/ commercial sectors. Any downturn in the sectors that consume our products or the
infrastructure and housing industries in general, could have an adverse impact on our business, growth and
results of operations.” beginning on page 55. Further, our top 10 customers of our Company do not contribute
more than 50% of our revenue.

Future relationship between cost and income

Except as disclosed in this Draft Red Herring Prospectus, there are no known factors that will have a material
adverse impact on our business and results of operations. For further information, see “Risk Factors”, “Our
Business” and this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 39, 250 and 495, respectively.

New products or business segments expected

Except as disclosed in “Our Business” beginning on page 250, and products that we announce in the ordinary
course of business, we have not announced and do not expect to announce in the near future any new products or
business segments.

Competitive conditions

We operate in a competitive environment. For information on our competitive conditions and our competitors,
see “Industry Overview – Competitive Landscape”, “Risk Factors – Internal Risks – 24. We engage in a highly
competitive business and any failure to effectively compete with our competitors and the development of new
cement manufacturing techniques could have a material adverse effect on us” and “Our Business – Competition”
beginning on pages 235, 61 and 288 respectively.

Critical accounting policies

A full description of our critical accounting policies adopted in the preparation of our Restated Consolidated
Financial Information is provided in Note [●] to our Restated Consolidated Financial Information. See under
“Restated Consolidated Financial Information Notes forming part of the Restated Consolidated Financial
Information – Note 2: Basis of preparation, material accounting policies” beginning on page 375. The critical
accounting policies that our management believes to be the material are summarised below.

Revenue Recognition

Sale of goods

We recognise revenue when control over the promised goods or services is transferred to the customer at an
amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
We have generally concluded that it is the principal in our revenue arrangements as we typically control the goods
or services before transferring them to the customer. Revenue is adjusted for variable consideration such as
discounts, rebates, refunds, credits, price concessions, incentives, or other similar items in a contract when they
are highly probable to be provided. The amount of revenue excludes any amount collected on behalf of third
parties. We recognise revenue generally at the point in time when the products are delivered to customer or when
it is delivered to a carrier for export sale, which is when the control over product is transferred to the customer.

Sale of Flats

We apply Ind AS 115 “Revenue from Contracts with Customers” for recognition of revenue from sale of
residential estate which is being recognised at a point in time upon us satisfying our performance obligation and
the control of the underlying asset gets transferred to the customer which is linked to the application and receipt
of occupancy certificate. We have applied a five-step model as set out in Ind AS 115 to recognise revenue in this
Financial Statements. We satisfy a performance obligation and recognise revenue over time, if one of the
following criteria is met:

• The customer simultaneously receives and consumes the benefits provided by our performance as we
perform; or
• Our performance creates or enhances an asset that the customer controls as the asset is created or enhanced;
or

518
• Our performance does not create an asset with an alternative use to us and the entity has an enforceable
right to payment for performance completed to date.

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in
time at which the performance obligation is satisfied. We have determined that the terms of the contract with
customers does not meet the criteria to recognise revenue over a period of time. Revenue is recognised at point
of time in time with respect to contracts for sale of residential units and as and when the control is passed on to
the customers which is linked to the application and receipt of occupancy certificate.

Contract Balances

• Contract assets: A contract asset is the right to consideration in exchange for goods or services transferred
to the customer. If we perform by transferring goods or services to a customer before the customer pays
consideration or before payment is due, a contract asset is recognised for the earned consideration.

• Trade receivable: A receivable is recognised when the goods are delivered and to the extent that we have
an unconditional contractual right to receive cash or other financial assets (i.e., only the passage of time is
required before payment of the consideration is due). Trade receivables is derecognised when we transfer
substantially all the risks and rewards of ownership of the asset to another party including discounting of
bills on a non-recourse basis.

• Contract liabilities: A contract liability is the obligation to transfer goods or services to a customer for
which we have received consideration (or an amount of consideration is due) from the customer. If a
customer pays consideration before we transfer goods or services to the customer, a contract liability is
recognised when the payment is made, or the payment is due (whichever is earlier). contract liabilities are
recognised as revenue when we perform under the contract including advance received from customer.

• Refund liabilities: A refund liability is the obligation to refund some, or all of the consideration received
(or receivable) from the customer and is measured at the amount we ultimately expect we will have to
return to the customer including volume rebates and discounts. We update our estimates of refund liabilities
at the end of each reporting period.

Dividend and interest income:

Dividend income from investments is recognised when the shareholder’s right to receive payment has been
established (provided that it is probable that the economic benefits will flow to us, and the amount of income can
be measured reliably). Interest income from a financial asset is recognised when it is probable that the economic
benefits will flow to us, and the amount of income can be measured reliably. Interest income is accrued on a time
basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net
carrying amount on initial recognition.

Leases

We assess at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.

Group as lessor: Leases in which we do not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over
the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.

Group as lessee: We apply a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. We recognise lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.

Right-of-use assets: We recognize right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation

519
and accumulated impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-
use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received. Unless we are reasonably certain to
obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated
on a straight-line basis over the shorter of its estimated useful life and the lease term is as follows.

Class of assets Useful life of assets (in years)

Leasehold land 5 to 99
Building 2 to 10
Plant and Machinery 9 to 25

If ownership of the leased asset transfers to us at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset. Right-of-use assets are
subject to impairment test. We account for sale and lease back transaction, recognising right-of-use assets and
lease liability, measured in the same way as other right-of-use assets and lease liability. Gain or loss on the sale
transaction is recognised in Consolidated Statement of Profit and Loss.

Lease liabilities: At the commencement date of the lease, we recognise lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an
index or a rate, and amounts expected to be paid under residual value guarantees. The variable lease payments
that do not depend on an index or a rate are recognised as expense in the period on which the event or condition
that triggers the payment occurs. In calculating the present value of lease payments, we use the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is
a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments
resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets: We apply the short-term lease recognition exemption to its
short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and
do not contain a purchase option). We also apply the lease of low-value assets recognition exemption to leases
that are considered of low value (such as tablets, computers, small items of office furniture and telephones). Lease
payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis
over the lease term.

Property, Plant and Equipment

The cost of property, plant and equipment comprises its purchase price net of any trade discounts and rebates,
any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly
attributable expenditure on making the asset ready for its intended use, including relevant borrowing costs for
qualifying assets and any expected costs of decommissioning. Expenditure incurred after the property, plant and
equipment has put into the operation, such as repairs and maintenance, are charged to Consolidated Statement of
Profit and Loss in the year in which cost are incurred. Major shutdown and overhaul expenditure is capitalised as
the activity undertaken improves the economic benefit expected to arise from the assets. Spares parts, servicing
equipment and standby equipment which can be used only in connection with a particular Plant & Equipment and
their use is expected to be irregular, are capitalised at cost. An item of our property, plant and equipment is
derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of
the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised
in Consolidated Statement of Profit and Loss.

Assets in the course of construction are capitalised in the assets under Capital work in progress. At the point when
an asset is operating at management’s intended use, the cost of construction is transferred to the appropriate
category of property, plant and equipment and depreciation commences. Costs associated with the commissioning
of an asset and any obligatory decommissioning costs are capitalised where the asset is available for use but
incapable of operating at normal levels, revenue (net of cost) generated from production during the trial period is
capitalised. Property, plant and equipment except freehold land held for use in the production, supply or

520
administrative purposes, are stated in the consolidated balance sheet at cost less accumulated depreciation and
accumulated impairment losses., if any.

We have elected to continue with the carrying value for all of its property, plant and equipment as recognised in
the Financial Statements on transition to Ind AS, measured as per the previous GAAP and use that as its deemed
cost as at the date of transition. Depreciable amount for assets is the cost of an asset, or other amount substituted
for cost, less its estimated residual value. Depreciation is recognised so as to write off the cost of assets (other
than freehold land and properties under construction) less their residual values over their useful lives, using
straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect
of following categories of assets located in India, in whose case the life of the assets has been assessed as under
based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the
operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers
warranties and maintenance support etc.

Estimated useful lives of the assets are as follows:

Class of Property, plant and equipment Useful life of assets (in years)
Plant and Machinery 3 to 65
Factory Building 3 to 65
Non-Factory Building 3 to 65

When significant parts of plant and equipment are required to be replaced at intervals, we depreciate them
separately based on their specific useful lives. Major overhaul costs are depreciated over the estimated life of the
economic benefit derived from the overhaul. The carrying amount of the remaining previous overhaul cost is
charged to the Statement of Profit and Loss if the next overhaul is undertaken earlier than the previously estimated
life of the economic benefit.

Freehold lands are not depreciated. Expense Incurred for improvement of leasehold assets which are expected to
have future economic benefit are capitalised and amortise over the term of the lease.

Capital assets whose ownership does not vest with us are amortised based on the estimated useful life as follows:

Class of Property, plant and equipment Useful life of assets (in years)
Switching substation 35
Railway Siding 15
Road 25
Leasehold improvement 3 – 10

We review the residual value, useful lives and depreciation method annually and, if expectations differ from
previous estimates, the change is accounted for as a change in accounting estimate on a prospective basis.

Mining Assets

Acquisition Costs: The cost of Mining Assets capitalised includes costs associated with acquisition of licenses
and rights to explore, stamp duty, registration fees and other such costs. Bid premium and royalties payable with
respect to mining operations is contractual obligation. The said obligations are variable and linked to market
prices. We have accounted for the same as expenditure on accrual basis as and when related liability arises as per
respective agreements/ statute.

Exploration and evaluation: Exploration and evaluation expenditure incurred after obtaining the mining right or
the legal right to explore are capitalised as exploration and evaluation assets (intangible assets) and stated at cost
less impairment. Exploration and evaluation assets are assessed for impairment when facts and circumstances
suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. We
measure our exploration and evaluation assets at cost and classifies as property, plant and equipment or intangible
assets according to the nature of the assets acquired and applies the classification consistently. To the extent that
tangible asset is consumed in developing an intangible asset, the amount reflecting that consumption is capitalised
as a part of the cost of the intangible asset. Exploration expenditure includes all direct and allocated indirect
expenditure associated with finding specific mineral resources which includes depreciation and applicable
operating costs of related support equipment and facilities and other costs of exploration activities:

521
• General exploration costs - costs of surveys and studies, rights of access to properties to conduct those
studies (e.g., costs incurred for environment clearance, defense clearance, etc.), and salaries and other
expenses of geologists, geophysical crews and other personnel conducting those studies.

• Costs of exploration drilling and equipping exploration - Expenditure incurred on the acquisition of a
license interest is initially capitalised on a license-by-license basis. Costs are held, undepleted, within
exploration and evaluation assets until such time as the exploration phase on the license area is complete
or commercial reserves have been discovered.

Stripping cost: Developmental stripping costs in order to obtain access to quantities of mineral reserves that will
be mined in future periods are capitalised as part of mining assets. Capitalisation of developmental stripping costs
ends when the commercial production of the mineral reserves begins. Production stripping costs are incurred to
extract the mineral in the form of inventories and/or to improve access to an additional component of a mineral
body or deeper levels of material. Production stripping costs are accounted for as inventories to the extent the
benefit from production stripping activity is realised in the form of inventories. Other production stripping cost
incurred are expensed in the Consolidated Statement of Profit and Loss. Developmental stripping costs are
presented within mining assets. After initial recognition, stripping activity assets are carried at cost less
accumulated amortisation and impairment. The expected useful life of the identified component of the mineral
body is used to depreciate or amortise the stripping asset.

Mine restoration, rehabilitation and environmental costs: Provision is made for costs associated with restoration
and rehabilitation of mining sites as soon as the obligation to incur such costs arises. Such restoration and closure
costs are typical of extractive industries and they are normally incurred at the end of the life of the mine. The
costs are estimated on the basis of mine closure plans and the estimated discounted costs of dismantling and
removing these facilities and the costs of restoration are capitalised. The provision for decommissioning assets is
based on the current estimates of the costs for removing and decommissioning production facilities, the forecast
timing of settlement of decommissioning liabilities and the appropriate discount rate. A corresponding provision
is created on the liability side. The capitalised asset is charged to Consolidated Statement of Profit and Loss over
the life of the asset through amortisation over the life of the operation and the provision is increased each period
via unwinding the discount on the provision. Management estimates are based on local legislation and/or other
agreements are reviewed periodically. The actual costs and cash outflows may differ from estimates because of
changes in laws and regulations, changes in prices, analysis of site conditions and changes in restoration
technology.

Key sources of estimation uncertainty and recent accounting pronouncement

• Useful lives of property, plant and equipment: We review the useful lives of property, plant and equipment
at least once a year. Such lives depend upon an assessment of both the technical lives of the assets and also
their likely economic lives based on various internal and external factors including relative efficiency and
operating costs. This reassessment may result in change in depreciation and amortisation expected in future
periods.

• Impairment of investment in joint ventures: Determining whether the investments in joint ventures are
impaired requires an estimate in the value in use of investments. In considering the value in use, we have
anticipated the future commodity prices, capacity utilisation of plants, operating margins, mineable resources
and availability of infrastructure of mines, discount rates and other factors of the underlying businesses /
operations of the investee companies. Any subsequent changes to the cash flows due to changes in the above
mentioned factors could impact the carrying value of investments.

• Provisions and liabilities: Provisions and liabilities are recognised in the period when it becomes probable
that there will be a future outflow of funds resulting from past operations or events that can reasonably be
estimated. The timing of recognition requires application of judgement to existing facts and circumstances
which may be subject to change. The amounts are determined by discounting the expected future cash flows
at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to
the liability. Potential liabilities that are remote are neither recognised nor disclosed as contingent liability.
We decide whether the matters need to be classified as ‘remote,’ ‘possible’ or ‘probable’ based on expert
advice, past judgements, terms of the contract, regulatory provisions.

522
• Contingencies: In the normal course of business, contingent liabilities may arise from litigation and other
claims against us. Potential liabilities that are possible but not probable of crystalising or are very difficult to
quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not
recognised. The cases which have been determined as remote by the Group are not disclosed. Contingent
assets are neither recognised nor disclosed in the Financial Statements unless when an inflow of economic
benefits is probable.

• Fair value measurements: When the fair values of financial assets or financial liabilities recorded or
disclosed in the Consolidated Financial Statements cannot be measured based on quoted prices in active
markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a degree of judgment
is required in establishing fair values. Judgements include consideration of inputs such as liquidity risk, credit
risk and volatility.

• Taxes: Pursuant to the Taxation Law (Amendment) Ordinance, 2019 (‘Ordinance’) subsequently amended
in Finance Act issued by Ministry of Law and Justice (Legislative Department) on September 20, 2019,
which is effective April 1, 2019, domestic companies have the option to pay corporate income tax rate at
22% plus applicable surcharge and cess ('New tax rate') subject to certain conditions. During the year ended
March 31, 2020, the Group had made an assessment of the impact of the Ordinance and The Company and
one of its subsidiaries decided to continue with the existing tax structure until utilisation of accumulated
minimum alternative tax (MAT) credit. During the year, the Group has re-assessed the impact of the
Ordinance and there is no significant change in the measurement arising of the said assessment.

• Provision for mine restoration: Provision for mines restoration is estimated case by-case based on available
information, taking into account applicable local legal requirements. The estimation is made using existing
technology, at current prices, and discounted using an appropriate discount rate where the effect of time value
of money is material. We review all assumptions annually and any changes is accounted accordingly.

• Impairment of Goodwill: Determining whether the goodwill acquired in business combinations are
impaired, requires an estimate of recoverable amount of the group’s cash generating unit (or group of cash
generating units). In considering the recoverable value of cash generating unit, we have anticipated the future
benefits to arise from commodity prices, capacity utilization of plants, mineable resources and availability of
infrastructure of mines, discount rates and other factors of the underlying unit. If the recoverable amount of
the cash generating unit is less than it’s carrying amount, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit prorate based on
carrying amount of each asset in the unit. Any impairment loss of goodwill is recognised directly in the
consolidated statement of profit or loss.

• Leases: If an arrangement contains a lease, the parties to the arrangement shall apply the requirements of Ind
AS 116 to the lease element. Therefore, the Group is required to separate payments and other consideration
required by the arrangement into those for the lease and for other elements on the basis of their relative fair
values. However, we have concluded that it is impracticable to separate both the elements reliably and has
recognised an asset and a liability at an amount equal to the carrying value of the specified asset in the books
of the lessor. Subsequently, the liability has been reduced as payments are made and an imputed finance
charges on the liability recognised using the Group’s incremental borrowing rate of interest over the tenure
of the arrangement. The total payments less payments made towards lease obligation and imputed finance
charges have been considered to be the consideration for elements other than lease. In case of arrangements
which are identified to be in the nature of finance lease, we have concluded that it is impracticable to derive
the relative fair values of lease and other elements of the arrangement and has accordingly determined the
consideration for elements other than lease as a residual post appropriation of lease payments derived based
on lessee’s incremental borrowing rate of interest on the lease obligation corresponding to the respective
gross asset values in the books of lessor.

• Defined benefits plans: The cost of defined benefit plan and other post-employment benefits and the present
value of such obligations are determined using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual development in the future. These include the determination
of the discount rate, future salary escalations and mortality rates etc. Due to the complexities involved in the
valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.

523
• Expected credit loss: The policy for expected credit loss allowances for financial assets is based on the
evaluation of collectability and our judgement considering external and internal sources of information. A
considerable amount of judgement is required in assessing the ultimate realisation of the amount receivable
having regard to, the past collection history of each party, ongoing dealings with these parties, and assessment
of their ability to pay the debt on designated dates.

Significant developments after March 31, 2024 that may affect our future results of operations

Except as stated below, to our knowledge, no circumstances have arisen since the date of the Restated
Consolidated Financial Information as disclosed in this Draft Red Herring Prospectus which materially and
adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to
pay our material liabilities within the next twelve months:

Subsequent to March 31, 2024, our Company has issued and allotted 32,506,692 Equity Shares of face value of
₹10 each to the JSW Cement Employees ESOP Trust. Accordingly, as on the date of this Draft Red Herring
Prospectus, the JSW Cement Employees ESOP Trust holds 32,506,692 Equity Shares of face value of ₹10
constituting 3.19% of the issued, subscribed and paid-up Equity Share capital of our Company. For further details,
see “Capital Structure- Notes to the Capital Structure” beginning on page 110.

524
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization as at March 31, 2024, on the basis of amounts derived
from the Restated Consolidated Financial Information, and as adjusted for the Offer. This table should be read in
conjunction with the sections “Management’s Discussion and Analysis of Financial Position and Results of
Operations”, “Restated Financial Information” and “Risk Factors” on pages 495, 359 and 39, respectively.

(₹ in million, except ratios)

Pre-Issue as at March As adjusted for the
Particulars (Refer note 1)
31, 2024# proposed Offer**
Borrowings (Refer note 2)
Current Borrowings (A) 5,495.21 [●]
Non-current Borrowings (including current maturities of long-term [●]
52,862.43
nature) (B)
Total Borrowings (C = A+B) 58,357.64 [●]

Total Equity [●]

Equity Share Capital (D) 9,863.52 [●]
Other Equity (E) 14,783.29 [●]
Total Equity (F = D+E) 24,646.81 [●]

Ratio: Non-current Borrowings (including current maturities 2.14 [●]

of long-term nature)/ Total Equity (G = B/F)
Total Borrowings / Total Equity (H = C/F) 2.37 [●]
# As certified by Shah Gupta & Co., Chartered Accountants, having firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
**
These amounts (as adjusted for the Offer) are not determinable at this stage pending the completion of the book building process and hence
have not been provided in the statement above. To be updated upon finalisation of the Offer Price.
Notes:

1) These terms shall carry the meaning as per Schedule III of the Companies Act, 2013.
2) Borrowings with original contractual maturity of more than one year are classified as non-current borrowings as per guidance of
Schedule III of the Companies Act, 2013. All other borrowings have been classified as current borrowings.

525
 FINANCIAL INDEBTEDNESS

Our Company and our Subsidiaries avail credit facilities in the ordinary course of business for the purposes of
inter alia capital expenditure, working capital and other business requirements. These credit facilities include,
inter alia, secured and unsecured overdraft facilities and bank guarantees and secured term loans.

Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act and
our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management-
Borrowing Powers” on page 330.

The details of aggregate outstanding borrowings of our Company and our Subsidiaries as March 31, 2024, are set
forth below:
(in ₹ million)

Sanctioned amount as on March 31, Outstanding amount as on March

Category of borrowings
2024 (in ₹ million)* 31, 2024 (in ₹ million)*

Borrowings of our Company

Secured borrowings
Term loans 37,847.90 28,886.98
Working capital facility 9,490.00 4,457.10
Total (A) 47,337.90 33,344.08

Unsecured borrowings
Compulsorily Convertible
- 17,472.60
Preference Shares
Working capital facilities 4,084.35 1,000.00
Total (B) 4,084.35 18,472.60

Borrowings of our Subsidiaries

Secured borrowings
Term loans 8,500.00 6,660.23
Working capital facility 750.00 -
Total (C) 9,250.00 6,660.23

Unsecured borrowings
Unsecured loan 43.00 38.10
Total (D) 43.00 38.10

Gross borrowings (A + B + C+D) 60,715.25 58,515.01

Less: Unamortised upfront - (157.36)
fees on borrowings
Total borrowings 60,715.25 58,357.64
* As certified by Shah Gupta & Co., Chartered Accountants, having firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.

For further details of our outstanding borrowings as on March 31, 2024, March 31, 2023 and March 31, 2022, see
“Restated Consolidated Financial Information” on page 359.

In relation to the Offer, we have obtained the necessary consents from the lenders, required under the relevant
loan documentation, for undertaking activities in relation to the Offer and in connection thereto.

526
Set forth below is a brief summary of our aggregate sanctioned and outstanding borrowings on a consolidated basis (Company and its Subsidiaries) for the Financial Years
ended March 31, 2024, March 31, 2023 and March 31, 2022:
(₹ in million)
Financial Year ended March 31, 2024 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Amount New loans Amount New loans Amount New loans
repaid sanctione repaid sanctione repaid sanctione
Openin Openin Openin
Closing during d during Closing during d during during d during
Name of Date of g g g Closing
Name of the Type of balance the the balance the the the the
the sanction balance balance balance balance as
lender borrowing as at Financia Financial as at Financia Financial Financia Financial
entity letter as at as at as at at March
March l Year Year March l Year Year l Year Year
April, April, April, 31, 2022
31, 2024 ended ended 31, 2023 ended ended ended ended
2023 2022 2021
March March 31, March March 31, March March 31,
31, 2024 2024 31, 2023 2023 31, 2022 2022
JSW Axis Bank September13 Rupee term 673.97 426.40 247.57 - 832.10 673.97 158.13 - 921.53 832.10 89.43 -
Cement Limited , 2017 loan
Limited
JSW Axis Bank December Rupee term 400.00 200.00 200.00 - 600.00 400.00 200.00 - 800.00 600.00 200.00 -
Cement Limited 26, 2019 loan
Limited
JSW Axis Bank August 08, Rupee term 9,043.31 6,554.08 2,489.23 - - 9,043.31 897.49 9,940.80 - - - -
Cement Limited 2022 loan
Limited
JSW Bank of April 05, Term loan 437.50 262.50 175.00 - 612.50 437.50 175.00 - - 612.50 87.50 700.00
Cement Bahrain & 2021
Limited Kuwait
JSW RBL July 15, Rupee term 479.40 - 479.40 - 958.80 479.40 479.40 - 1,438.20 958.80 479.40 -
Cement 2016 loan
Limited
JSW YES Bank November Rupee term 3,000.00 3,000.00 - - 3,000.00 3,000.00 - - - 3,000.00 - 3,000.00
Cement Ltd 10, 2021 loan
Limited
JSW Canara Bank February 21, Rupee term 4,183.98 3,234.50 949.48 - 3,500.00 4,183.98 816.02 1,500.00 - 3,500.00 - 3,500.00
Cement 2022 loan
Limited
JSW Kotak May 02, Term loan 2,500.00 2,218.75 281.25 - - 2,500.00 - 2,500.00 - - - -
Cement Mahindra 2022
Limited Bank
JSW MUFG Bank March 03, ECB 2,055.43 2,084.35 - - - 2,055.43 - 2,055.43 - - - -
Cement 2022
Limited
JSW UCO Bank March 22, ECB 2,055.43 2,084.35 - - - 2,055.43 - 2,055.43 - - - -
Cement 2023
Limited

527
 Financial Year ended March 31, 2024 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Amount New loans Amount New loans Amount New loans
repaid sanctione repaid sanctione repaid sanctione
Openin Openin Openin
Closing during d during Closing during d during during d during
Name of Date of g g g Closing
Name of the Type of balance the the balance the the the the
the sanction balance balance balance balance as
lender borrowing as at Financia Financial as at Financia Financial Financia Financial
entity letter as at as at as at at March
March l Year Year March l Year Year l Year Year
April, April, April, 31, 2022
31, 2024 ended ended 31, 2023 ended ended ended ended
2023 2022 2021
March March 31, March March 31, March March 31,
31, 2024 2024 31, 2023 2023 31, 2022 2022
JSW South Indian December Term loan 1,500.00 1,500.00 - - - 1,500.00 - 1,500.00 - - - -
Cement Bank 21, 2022
Limited
JSW Indian Bank January 31, Corporate 3,000.00 2,820.00 180.00 - - 3,000.00 - 3,000.00 - - - -
Cement 2023 loan
Limited
JSW Indian Bank May 20, Term loan - 333.33 66.67 400.00 - - - - - - - -
Cement 2023
Limited
JSW BOB, Dubai March 01, ECB - 1,333.98 - 1, 333.98 - - - - - - - -
Cement Branch 2023
Limited
JSW BOI, DIFC March 01, ECB - 1,417.36 - 1,417.36 - - - - - - - -
Cement Branch 2023
Limited
JSW BNP Paribas March 01, ECB - 1,417.36 - 1,417.36 - - - - - - - -
Cement 2023
Limited
JSW Indian Bank December Term loan - - - - 1,060.65 - 1,060.65 - 1,167.34 1,060.65 106.69 -
Cement 12, 2017
Limited
JSW Syndicate November Term loan - - - - 1,941.74 - 1,941.74 - 2,137.15 1,941.74 195.41 -
Cement Bank 09, 2017
Limited
JSW Bank of India November Term loan - - - - 883.16 - 883.16 - 972.29 883.16 89.13 -
Cement 24, 2017
Limited
JSW Axis Bank September13 Rupee term - - - - 172.53 - 172.53 - 517.60 172.53 345.07 -
Cement , 2017 loan
Limited
JSW The South November Term loan - - - - 200.20 - 200.20 - 468.20 200.20 268.00 -
Cement Indian Bank 13, 2017
Limited Limited
JSW Bank of India November Term loan - - - - 349.26 - 349.26 - 818.61 349.26 469.34 -
Cement 24, 2017
Limited
JSW ICICI Bank December Rupee term - - - - 430.70 - 430.70 - 2,690.80 430.70 2,260.10 -
Cement 12, 2017 loan

528
 Financial Year ended March 31, 2024 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Amount New loans Amount New loans Amount New loans
repaid sanctione repaid sanctione repaid sanctione
Openin Openin Openin
Closing during d during Closing during d during during d during
Name of Date of g g g Closing
Name of the Type of balance the the balance the the the the
the sanction balance balance balance balance as
lender borrowing as at Financia Financial as at Financia Financial Financia Financial
entity letter as at as at as at at March
March l Year Year March l Year Year l Year Year
April, April, April, 31, 2022
31, 2024 ended ended 31, 2023 ended ended ended ended
2023 2022 2021
March March 31, March March 31, March March 31,
31, 2024 2024 31, 2023 2023 31, 2022 2022
Limited
JSW Bank of India March 22, Term loan - - - - 1,532.32 - 1,532.32 - 1,748.95 1,532.32 216.63 -
Cement 2019
Limited
JSW Canara Bank December Rupee term - - - - 1,610.72 - 1,610.72 - 1,818.90 1,610.72 208.18 -
Cement 29, 2017 loan
Limited
JSW EXIM Bank March 21, Term loan - - - - - - - - 969.24 - 969.24 -
Cement 2018
Limited
JSW Indian Bank February 21, Term loan - - - - 1,514.87 - 1,514.87 - 1,745.13 1,514.87 230.26 -
Cement 2019
Limited
JSW Jammu & December Term loan - - - - - - - - 804.80 - 804.80 -
Cement Kashmir 10, 2018
Limited Bank
JSW RBL June 25, Rupee term - - - - 900.25 - 900.25 - 1,062.75 900.25 162.50 -
Cement 2018 loan
Limited
JSW SBM October 11, Term loan - - - - - - - - 507.00 - 507.00 -
Cement 2019
Limited
JSW YES Bank June 14, Rupee term - - - - 1,485.00 - 1,485.00 - - 1,485.00 15.00 1,500.00
Cement Limited 2021 loan
Limited
JSW Bajaj FinServ June 25, Term loan - - - - 1,000.00 - 1,000.00 - - 1,000.00 - 1,000.00
Cement 2021
Limited
Shiva Axis Bank April 03, Rupee term 1,347.79 - 1,376.57 28.78 766.80 1,347.79 - 580.99 - 766.80 - 766.8
Cement Limited 2021 loan
Limited
Shiva Axis Bank November Rupee term - 4,736.71 - 4,736.71 - - - - - - - -
Cement Limited 10, 2023 loan
Limited
Shiva Indian Bank February 03, Rupee term 349.59 - 349.59 - - 349.59 - 349.59 - - - -
Cement 2022 loan
Limited
Shiva Indian Bank December Rupee term - 1,923.53 - 1,923.53 - - - - - - - -

529
 Financial Year ended March 31, 2024 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Amount New loans Amount New loans Amount New loans
repaid sanctione repaid sanctione repaid sanctione
Openin Openin Openin
Closing during d during Closing during d during during d during
Name of Date of g g g Closing
Name of the Type of balance the the balance the the the the
the sanction balance balance balance balance as
lender borrowing as at Financia Financial as at Financia Financial Financia Financial
entity letter as at as at as at at March
March l Year Year March l Year Year l Year Year
April, April, April, 31, 2022
31, 2024 ended ended 31, 2023 ended ended ended ended
2023 2022 2021
March March 31, March March 31, March March 31,
31, 2024 2024 31, 2023 2023 31, 2022 2022
Cement 29, 2023 loan
Limited
Shiva Bank of September03 Rupee term 1,094.87 - 1,094.87 - 532.30 1,094.87 - 562.57 - 532.30 - 532.30
Cement Maharashtra , 2021 loan
Limited
Shiva Bank of India September09 Rupee term 1,513.09 - 1,513.09 - 800.00 1,513.09 - 713.09 - 800.00 - 800.00
Cement , 2021 loan
Limited
Shiva Punjab August 13, Rupee term 1,820.39 - 1,976.45 156.06 1,000.00 1,820.39 - 820.39 - 1000.00 - 1,000.00
Cement National 2021 loan
Limited Bank
Utkarsh YES Bank June 30, Commercia 19.25 - 19.25 - 57.69 19.25 38.44 - 92.81 57.69 35.12 -
Transpor Limited 2018 l vehicle
t Private loan
Limited
Utkarsh Algebra January 28, ICD 38.90 38.10 0.80 - - 38.90 - 38.90 - - - -
Transpor Endeavour 2022
t Private Private
Limited Limited
JSW IndusInd December Foreign - - - - 2,480.77 - 2,480.77 - 3,654.18 2,480.77 1,799.63 516.90
Cement Bank 31, 2018 currency
FZC term loan
JSW Bank of March 25, Foreign - - - - 1,022.96 - 1,022.96 - 1,076.16 1,022.96 50.01 -
Cement Baroda 2021 currency
FZC term loan
JSW RBL February 28, Foreign - - - - 1,482.55 - 1,482.55 - - 1,482.55 31.52 1,490.71
Cement 2022 currency
FZC term loan
JSW Mashreq December Foreign - - - - - - - 6,939.01# - - - -
Cement Bank 14, 2022 currency
FZC term loan
JSW Synergy June 22, CCPS 7,547.44 8,190.28 - - 6,917.77 7,547.44 - - - 6,917.77 - 7,500.00
Cement Metals 2021
Limited Investment
Holding
Limited
JSW AP Asia July 27, CCPS 7,547.44 8,190.28 - - 6,917.77 7,547.44 - - - 6,917.77 - 7,500.00
Cement Opportunistic 2021

530
 Financial Year ended March 31, 2024 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Amount New loans Amount New loans Amount New loans
repaid sanctione repaid sanctione repaid sanctione
Openin Openin Openin
Closing during d during Closing during d during during d during
Name of Date of g g g Closing
Name of the Type of balance the the balance the the the the
the sanction balance balance balance balance as
lender borrowing as at Financia Financial as at Financia Financial Financia Financial
entity letter as at as at as at at March
March l Year Year March l Year Year l Year Year
April, April, April, 31, 2022
31, 2024 ended ended 31, 2023 ended ended ended ended
2023 2022 2021
March March 31, March March 31, March March 31,
31, 2024 2024 31, 2023 2023 31, 2022 2022
Limited Holdings Pte.
Ltd.
JSW State Bank of November CCPS 1,006.33 1,092.04 - - 922.37 1,006.33 - - - 922.37 - 1,000.00
Cement India 30, 2021
Limited
JSW South West February 03, - - - - - 500.00 - 500.00 - 800.00 500.00 300.00 800.00
Cement Mining 2021
Limited Limited
JSW Axis Bank March 25, Working 732.86 192.71 - - 382.00 732.86 - - 450.00 382.00 - -
Cement 2013 capital
Limited facility
JSW Indian Bank April 04, Working 12.71 14.40 - - - 12.71 - - 390.00 - - -
Cement 2013 capital
Limited facility
JSW RBL Bank July 15, Working - 2,000.00 - - - - - - 1,000.00 - - -
Cement 2016 capital
Limited demand
loan
JSW Yes Bank March 15, Working - - - - - - - - 467.40 - - -
Cement Ltd. 2019 capital
Limited facility
JSW Kotak January 15, Short term - 1,000.00 - - - - - - 1,000.00 - - -
Cement Mahindra 2018 loan
Limited Bank
JSW Mashreq May 10, Short term 1,000.00 750.00 - - - 1,000.00 - - 700.00 - - -
Cement Bank Psc 2019 loan
Limited
JSW DCB Bank October 06, Working - 500.00 - - - - - - 500.00 - - -
Cement Ltd. 2020 capital
Limited demand
loan
JSW Bajaj Finance June 25, Short term 1,000.00 1,000.00 - - - 1,000.00 - - - - - -
Cement Limited 2021 revolving
Limited loan
JSW Industrial and April 25, Working - - - - - - - - - - - -
Cement Commercial 2023 capital
Limited Bank of demand
China loan

531
 Financial Year ended March 31, 2024 Financial Year ended March 31, 2023 Financial Year ended March 31, 2022
Amount New loans Amount New loans Amount New loans
repaid sanctione repaid sanctione repaid sanctione
Openin Openin Openin
Closing during d during Closing during d during during d during
Name of Date of g g g Closing
Name of the Type of balance the the balance the the the the
the sanction balance balance balance balance as
lender borrowing as at Financia Financial as at Financia Financial Financia Financial
entity letter as at as at as at at March
March l Year Year March l Year Year l Year Year
April, April, April, 31, 2022
31, 2024 ended ended 31, 2023 ended ended ended ended
2023 2022 2021
March March 31, March March 31, March March 31,
31, 2024 2024 31, 2023 2023 31, 2022 2022
Limited
JSW DBS Bank June 16, Working - - - - - - - - - - - -
Cement India Limited 2023 capital
Limited demand
loan
JSW MUFG Bank October 25, Working - - - - - - - - - - - -
Cement 2023 capital
Limited facility
JSW Hero Fincop March 19, Short term - - - - - - - - 750.00 - - -
Cement 2021 loan
Limited
JSW Arka Fincap March 31, Commecial - - - - - - - - 500.00 - - -
Cement Limited 2021 paper
Limited

532
Principal terms of the borrowings currently availed by us:

Brief details of the terms of our various borrowing arrangements are provided below and there may be similar/
additional terms, conditions and requirements under the borrowing arrangements entered into by us with our
lenders:

1. Interest: The term loan and working capital facilities availed by our Company and our Subsidiary, Shiva
Cement Limited, typically have floating rates of interest linked to a base rate as specified by respective
lenders with a spread for the fund-based facilities and commission for non-fund based facilities, which are
subject to mutual discussions between the relevant lenders and us. The rate of interest for the unsecured
borrowings availed from us by SCL, is variable and subject to change post quarterly review.

2. Tenor: The tenor of the working capital facilities availed by our Company typically ranges from a period
of 89 days to 60 months and is subject to annual review and renewal by the relevant lender, whereas the
term loan facilities availed by our Company typically range between 1 year to 8 years. The tenor of the
term loan availed by SCL, is 10 years. Further, the tenor of the unsecured borrowings availed from our
Company, by SCL, is 36 months.

3. Security: The borrowings availed by our Company and SCL are secured by, inter alia, the following:

(a) Corporate guarantees;

(b) charge and hypothecation of moveable and immovable assets (present and future);

(c) mortgage on certain immovable properties (present and future);

(d) first pari passu charge on current assets of our Company in line with other working capital lenders;

(e) pari passu charge on all receivables and stock of our Company; and

(f) create a lien on fixed deposits.

There may be additional requirements for creation of security under the various borrowing arrangements
entered into by us.

4. Re-payment: The working capital facilities availed by our Company and SCL are typically repayable on
demand or on their respective due dates within the maximum tenure. The term loans availed by our
Company and SCL are typically repayable in structured instalments, as per the repayment schedule
stipulated in the relevant loan documentation.

5. Pre-payment: Our working capital borrowing and term loan arrangements typically have pre-payment
provisions which allow for prepayment of the outstanding amount, subject to the conditions specified in
the borrowing arrangements and in certain cases stipulate prepayment charges of up to 0.50% - 2.00% of
the amount being prepaid.

6. Restrictive Covenants: Certain of the borrowing arrangements of our Company and of SCL provide for
covenants restricting certain corporate actions, and we are required to take the prior approval of the lender
before carrying out such activities. For instance, certain corporate actions for which we require the prior
written consent from the relevant lender include:

(a) effecting any change in ownership, control, management and constitution of our Company or SCL;

(b) effecting any changes to the capital structure or shareholding pattern and key managerial personnel;

(c) entering into any merger, de-merger, amalgamation, reorganisation or consolidation or formulating
any scheme of reconstruction, arrangement or compromise with the creditors;

(d) making any amendment to the constitutional documents;

533
 (e) diversification, modernisation or substantial expansion of any of its existing business, operations or
project;

(f) undertake any new project, implement any scheme of expansion or invest in any other entity or
change the general nature of business;

(g) declaring or paying dividend; or

(h) dispose of the majority of our properties and assets.

7. Events of Default: The borrowing arrangements entered into by us with the lenders contain certain
instances, occurrence of which may result into ‘event of default’, including:
(a) failure or delay in making payment/repayment of any principal amount or interest on the relevant
due dates;

(b) failure to observe or comply with the terms and conditions, breach of ownership, management,
financial or other covenants, breach of representations and warranties under the borrowing
arrangements;

(c) utilisation of the facilities or any part thereof for purposes other than as sanctioned by the lender;

(d) change in ownership, management or control of our Company or SCL without prior consent of the
lender;

(e) any notice or action in relation to actual or threatened liquidation or dissolution or bankruptcy or
insolvency against our Company or SCL;

(f) any change or threat to change the general nature or scope of the business of our Company or SCL;

(g) change in constitutional documents without prior consent of the lender, which is prejudicial to the
interests of the lender;

(h) failure to create security within the specified time period under the borrowing arrangements;

(i) breach or default under any other agreement involving borrowing of money by our Company or
SCL; and

(j) any circumstance or event which would or is likely to prejudicially or have a material adverse effect
in any manner the capacity of our Company or SCL to repay any loans or any part thereof.

This is an indicative list and there may be additional instances that may amount to an event of default under
the various borrowing arrangements entered into by us.

8. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of

occurrence of events of default, our lenders may:

(a) demand immediate repayment and withdraw/cancel the undrawn facility;

(b) suspend further access/drawdowns, either in whole or in part, of the facility;

(c) impose penal interest;

(d) invoke the corporate guarantees;

(e) appoint a nominee director/observer on the board of directors;

(f) issue a notice for conversion of outstanding loan obligations into equity or other securities;

(g) enforce their security interest; and

534
 (h) disclose details of borrowings and default to regulators/third parties.

The above is an indicative list and there may be additional consequences of an event of default under the
various borrowing arrangements entered into by us.

For further details on the principal terms of our borrowings, see “Restated Consolidated Financial Information-
Note 21 Non current borrowings” on page 421 and for further details on financial and other covenants required to
be complied with in relation to our borrowings, see “Risk Factors – We have substantial indebtedness which
requires significant cash flows to service and limits our ability to operate freely. Any breach of terms under our
financing arrangements or our inability to meet our obligations, including financial and other covenants under
our debt financing arrangements could adversely affect our business and financial condition” on page 51.

535
 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there are no pending: (i) criminal proceedings; (ii) actions by statutory or
regulatory authorities; (iii) claims relating to direct and indirect taxes; and (iv) any other pending
litigation/arbitration proceeding which has been determined to be material pursuant to the Materiality Policy (as
disclosed herein below), each involving our Company, Subsidiaries, Material Joint Venture, Directors or
Promoters (collectively, the “Relevant Parties”). Further, except as disclosed in this section, there are (a) no
disciplinary actions (including penalties imposed) initiated by SEBI or a stock exchange against our Promoters
in the last five Fiscals immediately preceding the date of this Draft Red Herring Prospectus, including any
outstanding action; or (b) pending litigation involving our Group Companies which may have a material impact
on our Company in the opinion of our Board. Further, as on the date of this Draft Red Herring Prospectus, there
are no findings/observations of any inspections by SEBI or any other regulator involving our Company which are
material and which need to be disclosed or non-disclosure of which may have bearing on the investment decision.

For the purpose of (iv) above, our Board in its meeting held on July 27, 2024 has considered and adopted the
Materiality Policy for identification of material outstanding litigation involving Relevant Parties. In accordance
with the Materiality Policy:

(i) all outstanding civil litigation /arbitration proceedings (including claims related to direct and indirect
taxes) involving the Relevant Parties (other than our Listed Subsidiary) in which the aggregate monetary
claim made by or against the Relevant Parties (other than our Listed Subsidiary is equal to or in excess of
(a) 2% of the turnover of our Company as per the Restated Consolidated Financial Information for the
preceding financial year; or (b) 2% of the net worth of our Company as per the Restated Consolidated
Financial Information as at the end of the preceding financial year; or (c) 5% of the average of the absolute
value of the profit/loss after tax of our Company as per the Restated Consolidated Financial Information
of the preceding three financial years disclosed in the relevant Offer Documents, whichever is lower
(“Threshold”);
2% of the turnover of our Company, as per the Restated Consolidated Financial Information for Fiscal
2024 is ₹ 1,205.62 million, 2% of the net worth of our Company, as per the Restated Consolidated Financial
Information as at March 31, 2024 is ₹ 492.94 million and 5% of the average of absolute value of profit or
loss after tax of our Company, as per the Restated Consolidated Financial Information for the last three
Fiscals is ₹ 66.45 million. Accordingly, ₹ 66.45 million has been considered as the Threshold.

(ii) all outstanding civil litigation /arbitration proceedings involving the Relevant Parties (other than our
Listed Subsidiary) wherein the monetary liability is (a) not quantifiable, or (b) which is not equal to or in
excess of the Threshold, but the outcome of such a proceeding could, nonetheless, have a material adverse
effect on the financial position, business, operations, prospects, or reputation of our Company, in the
opinion of our Board;

(iii) all outstanding civil litigation/arbitration (including claims related to direct and indirect taxes) involving
our Listed Subsidiary, which have been considered material as per its materiality policy adopted in
accordance with the SEBI Listing Regulations. In terms of the materiality policy of our Listed Subsidiary,
for the purposes of the Offer, all outstanding civil litigation/arbitration (including claims related to direct
and indirect taxes) involving our Listed Subsidiary which are equal to or in excess of 5% of the average of
the absolute value of the profit/loss after tax of our Listed Subsidiary for the preceding three financial years
as per its audited consolidated financial statements i.e., ₹ 29.05 million have been disclosed in this section;
and

(iv) all outstanding civil litigation /arbitration proceedings involving the Relevant Parties (other than our
Listed Subsidiary) wherein the decision in such a proceeding is likely to affect the decision in similar
proceedings, such that the cumulative amount involved in such proceedings exceeds the Threshold, even
though the amount involved in any individual proceeding does not exceed the Threshold.
For the purposes of the above, pre-litigation notices received by the Relevant Parties or Group Companies from
third parties (excluding those notices issued by statutory or regulatory or governmental or taxation authorities
or notices threatening initiation of criminal action to the Relevant Parties) shall, unless otherwise decided by our
Board, not be considered as outstanding litigation until such time the Relevant Party or Group Company is
impleaded as a party in proceedings before any judicial or arbitral forum. Further, first information reports

536
(whether cognizance has been taken or not) filed against the Relevant Parties shall be disclosed in this Draft Red
Herring Prospectus.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further, in
accordance with the Materiality Policy, our Company has considered such creditors ‘material’ to whom the
amount due is equal to or in excess of 5% of the consolidated trade payables of our Company as at the end of the
most recent fiscal/period covered in the Restated Consolidated Financial Information. The consolidated trade
payables of our Company as on March 31, 2024 was ₹ 12,222.46 million as per the Restated Consolidated
Financial Information. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor
is equal to or exceeds ₹ 611.12 million (being 5% of the consolidated trade payables of our Company as on March
31, 2024 as per the Restated Consolidated Financial Information). For outstanding dues to any creditor which is
a micro, small or medium enterprise, the disclosure will be based on information available with the Company
regarding the status of the creditor as defined under Micro, Small and Medium Enterprises Development Act,
2006, as amended read with the rules and notifications thereunder.

Unless stated to the contrary, all terms defined in a particular litigation disclosure below are for that particular
litigation only.

A. LITIGATION INVOLVING OUR COMPANY

Criminal proceedings by our Company

1. Our Company has filed 86 cases under Section 138 of the Negotiable Instruments Act, 1881 in relation to
dishonour of cheques issued by its dealers, suppliers, stockists, etc. The aggregate amount involved in these
matters is ₹ 60.61 million. These matters are pending before various forums at various stages of adjudication.
2. Our Company filed a written complaint dated August 24, 2021 before the Station House Officer, Gadivemula
Police Station, Gadivemula alleging inter alia that certain persons working as associate workers (“Accused”)
gathered in front of the main gate of our cement manufacturing unit and stopped vehicles from entering the
unit for carrying goods and sought for disciplinary action to be taken against the Accused. Subsequently, the
Sub-Inspector, Gadvivemula Police Station, Gadivemula registered a first information report dated August
24, 2021 against the Accused. The matter is currently pending.
Criminal proceedings against our Company

Nil

Other material proceedings by our Company

1. Our Company filed a writ petition dated January 10, 2017 (“Petition”) before the High Court of Karnataka
at Bangalore (“High Court”) against the Government of Karnataka and the Department of Mines and
Geology, Bengaluru (“Department”) in relation to a letter of intent dated October 23, 2010 (“LoI”) issued
by the Department. Our Company claimed inter alia that (i) in light of the LoI, it is entitled to obtain a mining
lease in relation to a plot of land in Chittapur, Karnataka (“Lease”); (ii) the Department’s failure to execute
the Lease is illegal and arbitrary under the Mines and Minerals (Development and Regulation) Amendment
Act, 2015 (“MMDRA”); (iii) despite submitting the requisite approvals for the proposed mine and sending
repeated reminders to the Department for execution of the Lease, no action has been taken for execution of
the Lease by January 11, 2017, being the deadline for execution of the Lease as per the MMRDA
(“Deadline”), and the non-execution of which would jeopardise proposed investments by our Company; and
(iv) the application for grant of a mining lease will become redundant and our Company will not be in a
position to get the Lease executed within the Deadline. Our Company prayed for inter alia, an order calling
for records pertaining to the grant of the LoI and directing the Department to execute the Lease. The High
Court, pursuant to its order dated January 11, 2017, held that if the Petition succeeded on merits, the
Department shall not object to grant, execute and register the Lease in favour of our Company. The matter is
currently pending.
Other material proceedings against our Company

Nil

537
Actions by statutory or regulatory authorities against our Company

1. The Ministry of Coal, Government of India (“Ministry”), issued a show cause notice dated March 15, 2024
(“SCN”) to our Company, alleging non-compliance by our Company of the efficiency parameters laid down
in coal block development and production agreement executed on March 29, 2023 (“CBDPA”) in relation to
the Marwatola VI Coal Mine located in Madhya Pradesh (“Coal Mine”) thereby triggering appropriation of
10% of the performance security, amounting to ₹ 179.53 million. Our Company has replied to the SCN vide
letter dated March 27, 2024 requesting the Ministry to not take any action against the Company and to repeal
the SCN. The matter is currently pending.
2. The Special Collector, Srisailam Project, Kurnool (“Collector”) issued a notification dated September 19,
2009 (“Notification”) under Section 4(1) of the Land Acquisition Act, 1894 (“Act”) notifying the purported
acquisition, for the purpose of excavating a canal (“Canal”), of certain land in the villages of Bilakalagudur
and Bujnur, Andhra Pradesh (“Land”), in respect of which a mining lease had been transferred to our
Company and majority of which were owned by our Company. Consequent to the issuance of the Notification,
the Collector issued a declaration dated September 29, 2009 under Section 6 of the Act for the proposed
acquisition of the Land (“Declaration”). Pursuant to certain correspondence between our Company and the
Collector, the Collector expressed willingness to divert the channel of the Canal so as to not block the core
mining area of our Company situated on the Land, where our Company carried out mining operations.
Subsequently, the Executive Engineer, KC Canal Division, Nandyal, Kurnool District (“Engineer”), pursuant
to its letter dated November 16, 2009 called upon our Company to deposit ₹ 45.00 million (“Demand”)
towards the cost of change in alignment of the Canal. Our Company filed a writ petition dated April 11, 2011
(“Petition”) before the High Court of Judicature, Andhra Pradesh at Hyderabad (“High Court”) against the
Government of Andhra Pradesh, the Collector, the Engineer and the Special Duty Collector (Land
Acquisition), SRBC Nandyal, Kurnool District (“SDC”) (collectively, the “Respondents”) claiming inter
alia that the Notification and Declaration were not issued in accordance with the relevant provisions of the
Act, the excavation of the Canal, as proposed in the Notification, does not serve the public at large, hence
causing protests and a representation being submitted by the residents of the local area to local officials, and
that the excavation of the Canal would cause irreparable loss and injury to our Company. Our Company
prayed inter alia, for an order staying all proceedings including to take possession of the Land pending
disposal of the Petition and an order declaring the Notification and Declaration as well as Demand raised by
the Engineer as arbitrary, illegal, unjust and contrary to law and consequently to set aside the proceedings for
taking possession of the Land. The High Court, pursuant to its order dated April 20, 2011 (“Interim Order”),
declared that pending further orders, status quo should be maintained in relation to possession of the Land.
The SDC filed a counter affidavit dated June 13, 2011 before the High Court claiming inter alia that our
Company, by agreeing to provide the necessary required lands for diversion of the Canal free of cost, had
acquiesced to the Land acquisition proceedings and that our Company had no locus standi to ask for change
of alignment of the Canal when it failed to pay the differential cost of the change of alignment and prayed for
the High Court to vacate the Interim Order. The matter is currently pending.
3. The Assistant Labour Officer, Nandyal (“Assistant Labour Officer”) and the Joint Commissioner of Labour,
Kurnool (“Joint Commissioner”) issued notices dated September 17, 2009 and November 25, 2009
respectively to our Company informing us that our Company is required to pay cess of 1% of the construction
cost of ₹ 1,000.00 million incurred for our cement grinding plant in Kurnool (“Plant”) under the Building
and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996
(“Building Act”) and the Building and Other Construction Workers Welfare Cess Act, 1996 (“Cess Act”)
and requesting our Company to submit certain information and documentation regarding the Plant.
Subsequently, the Joint Commissioner issued a show cause notice (“SCN”) dated April 21, 2010 calling upon
our Company to pay ₹ 10.00 million, being the applicable cess payable by our Company under the Cess Act.
Our Company submitted a reply to the SCN dated November 15, 2010 and a written submission dated January
15, 2011 to the Joint Commissioner, contending inter alia that (i) the Plant constitutes a factory under the
Factories Act, 1948 and the Andhra Pradesh Factories Rules, 1950 (collectively, the “Factories Act”); (ii)
our Company has obtained the necessary permits as required under the Factories Act, 1948 and accordingly
the Building Act and Cess Act were not applicable to our Company; and (iii) all proceedings initiated against
our Company under the Building Act and Cess Act should be ceased. The Joint Commissioner, pursuant to
its order (“Order”) dated January 29, 2011, held that the objections raised by our Company were not
sustainable and directed our Company to deposit provisional cess of ₹ 10.00 million as well as penalty of ₹
10.00 million along with interest. Our Company filed a writ petition (“Petition”) dated March 4, 2011 before
the High Court of Judicature of Andhra Pradesh at Hyderabad against the Commissioner of Labour, Andhra
Pradesh, the Joint Commissioner and the Assistant Labour Officer (collectively, the “Respondents”)
claiming inter alia that (i) the Building Act and Cess Act do not apply to our Company as the Plant does not

538
 fall within the definition of ‘Building or Other Construction Work’ under the Building Act; (ii) the Joint
Commissioner failed to consider the fact that the entire exercise of setting up the Plant was for the welfare of
the labour in the surrounding areas and in such a situation, imposition of restrictions and penalties would not
be fair; and (iii) the Joint Commissioner failed to rely on the precedents relied on by the Company. Our
Company prayed inter alia for (i) an order staying all further proceedings before the Joint Commissioner
pending disposal of the Petition; and (ii) an order declaring that the Building Act and Cess Act are not
applicable to our Company and consequentially setting aside the SCN and the Order and restraining the
Respondents from enforcing the provisions of the Building Act and Cess Act against our Company in relation
to the Plant. The matter is currently pending.
4. The Revenue Divisional Officer, Nandyal, Andhra Pradesh (“RDO”) issued a notice dated March 11, 2010
(“Notice-1”) to our Company noting that certain agricultural land to an extent of 567.19 acres (“Land-1”)
had been used for non-agriculture purpose by our Company without obtaining relevant permissions as
required under the Andhra Pradesh Agricultural Land (Conversion for Non-Agriculture purpose) Act, 2006
(“Act”) and calling upon our Company to show cause as to why the applicable penalty along with conversion
fee under the Act should not be imposed on our Company. Our Company filed a reply to the Notice-1 dated
March 19, 2010 before the RDO claiming inter alia that a mining lease had been registered in favour of our
Company, pursuant to which, only part of the Land-1 was actually put to non-agricultural use and the
permission for conversion to non-agriculture purposes was also obtained from the RDO. Subsequently, the
RDO issued a notice dated September 24, 2016 (“Notice-2”) to our Company noting that certain agricultural
land to an extent of 658.66 acres, inclusive of the Land-1 (“Land-2”), had been put to non-agriculture purpose
by our Company without obtaining any permission as required under the Act and calling upon our Company
to show cause as to why the applicable penalty along with conversion fee under the Act should not be imposed
on our Company. Our Company filed a reply to the Notice-2 dated October 6, 2016 before the RDO claiming
inter alia that a mining lease had been registered in favour of our Company, pursuant to which, only part of
the Land-2 was actually put to non-agricultural use and the permission for conversion to non-agriculture
purposes was also obtained from the RDO. The RDO pursuant to its order dated October 24, 2017 (“Order”)
directed our Company to pay ₹ 6.59 million towards land conversion fee and ₹ 3.30 million towards penalty
of 50% of the land conversion fee, aggregating to a total amount of ₹ 9.89 million for the balance of the Land-
2 for which permission for conversion to non-agriculture purposes under the Act was not taken. Our Company
filed a memorandum of appeal dated January 3, 2018 before the District Collector, Kurnool against the RDO
claiming inter alia that (i) the land for which conversion fee and penalty have been levied is not an agricultural
land and therefore the provisions of the Act are not applicable; (ii) the RDO has levied the penalty without
specific reasons for such levy. Our Company prayed for an order suspending the operation of the Order. The
matter is currently pending.
5. The Competition Commission of India (“CCI”) passed an order dated July 1, 2019 (“Order”), on the basis
of certain complaints received by the CCI against certain cement manufacturing companies
(“Cement Companies”) alleging cartelization amongst them by increasing the price and controlling the
supply of cement. By way of the Order, the CCI directed the Director General (“DG”) to investigate the
aforesaid matter. The DG submitted its report on July 1, 2022 (“Report”) alleging that our Company along
with the Cement Companies had engaged in cartelization to increase the price of cement between December
2018 and May 2019. The Report also identifies the vicarious liability of inter alia Parth Jindal, our Managing
Director and the direct liability of two other executives of our Company for the alleged contravention. Our
Company, Parth Jindal, our Managing Director and the two other executives of our Company submitted their
responses dated September 1, 2022 to the Report denying the allegations. The matter is currently pending.
Tax proceedings involving our Company

Nature of case Number of cases Amount in dispute/demand (in ₹ million)*

Direct tax 8 229.99
Indirect tax 43# 703.22#
Total 51# 933.21#
*
To the extent quantifiable.
# Includes 6 appeals filed by our Company before the Customs, Excise and Service Tax Appellate Tribunal for refund of indirect taxes paid
aggregating to ₹ 15.58 million.

In addition, set forth hereunder is a description of the material tax matters involving our Company:

1. Our Company filed a writ petition dated December 28, 2018 (“Petition”) before the High Court of Judicature
at Hyderabad for the State of Telangana and the State of Andhra Pradesh against the State of Andhra Pradesh

539
 represented by its principal secretary, Industries & Commerce, the State of Andhra Pradesh represented by
its principal secretary, Commercial Taxes Department, the State of Telangana represented by its principal
secretary, Industries & Commerce and State of Telangana by its principal secretary Commercial Taxes
Department (collectively, the “Respondents”) claiming inter alia that (i) the Respondents, post the
bifurcation of the State of Andhra Pradesh, have failed to provide incentives in the form of reimbursement of
25% of the value added tax (“VAT”) paid by our Company on its sales in the then unified State of Andhra
Pradesh granted to our Company pursuant to the Industrial Investment Promoter Policy of 2010-2015 as well
as the letter of representation (“LoR”) dated May 9, 2011 issued by the erstwhile Government of Andhra
Pradesh; and (ii) the Respondents failed to act on the representation of our Company dated October 19, 2018
(“Representation”) seeking for extension of the aforementioned incentives with respect to the sales of our
Company in the State of Telangana, thereby causing a loss to our Company amounting to approximately ₹
89.60 million Our Company has prayed inter alia for (i) an order declaring the inaction by the State of Andhra
Pradesh in not granting reimbursement of VAT/ state sales tax / central goods and services tax as arbitrary
and illegal; and (ii) an order an order declaring that our Company is entitled to reimbursement of VAT/ state
sales tax / central goods and services tax along with interest for the sales of our Company in the State of
Telangana. The State of Telangana filed a counter affidavit dated July 27, 2019, claiming inter alia that our
Company was not entitled to any reimbursement for the sales of our Company affected in the State of
Telangana as the industrial unit of our Company was established in the State of Andhra Pradesh and as such
our claim of reimbursement was eligible from the respective state alone and prayed for dismissal of the
Petition. The matter is currently pending.
2. Our Company filed a writ petition dated December 21, 2020 before the High Court of Odisha at Cuttack
(“High Court”) against the State of Odisha through Principal Secretary, Industries Department and others
(“Respondents”), claiming inter alia that the resolution dated August 18, 2020 (“Resolution”) issued by the
Industries Department, Government of Odisha, by retrospectively amending the Industrial Policy Resolution,
2015 (“Policy”), excluded cement manufacturing units from the benefit of reimbursement of 100% of value
added tax as available under the Policy, thereby causing huge amounts of losses to our Company and sought
for an order to strike down the Resolution, to the extent it excludes cement manufacturing units from availing
the benefits available under the Policy, and to direct the State of Odisha to consider our Company’s
application to avail the benefits granted under the Policy. Further, our Company, in the interim, sought for a
stay order on the Resolution and to direct the Respondents to process our application for grant of priority
sector status. The Respondents filed a counter affidavit dated April 15, 2021 (“Counter Affidavit”) before
the High Court claiming inter alia that (i) the provisions of the Policy empower the State Government to
amend any provisions of the Policy if the situation demands so and when there is overriding public interest;
and (ii) our Company has no right to question the legality and validity of the Resolution as it had not yet been
considered as an industrial unit under the priority sector as per the Policy. In response to the Counter Affidavit,
our Company filed a rejoinder dated August 10, 2021 (“Rejoinder”) before the High Court claiming inter
alia that (i) the power to amend the Policy vests with a committee of ministers of the government and not
with a subordinate executive body; and (ii) the Resolution exceeds the scope of power given to the State
Government to amend the provisions of the Policy. Following the Respondents’ subsequent reply dated
October 25, 2021, our Company presented an additional affidavit dated November 9, 2021 addressing the
points raised in their response. The matter is currently pending.
3. Our Company and Narinder Singh Kahlon, our Director – Finance & Commercial and Chief Financial Officer
(“Petitioners”), filed a writ petition dated April 26, 2023 (“Petition”) before the High Court of Calcutta
(“High Court”) against the State of West Bengal through the secretary Department of Finance ( the “State”),
the Director, the Directorate of Industries, West Bengal (“Directorate”), and others (collectively, the
“Respondents”), aggrieved by the repeated rejection of our application for a final registration certificate (RC-
Part-II) (“Certificate”) under the West Bengal State Support for Industries Scheme, 2013 (“WBSSIS 2013
Scheme”).
Under the WBSSIS 2013 Scheme, the State offers various incentives, including financial support such as
industrial promotion assistance. Following an application submitted to the Respondents, our Company was
granted a preliminary registration certificate on June 22, 2017. Subsequently, our Company, in compliance
with WBSSIS 2013 Scheme, submitted the application for issuance of final registration certificate which was
rejected. The Petitioners filed a writ petition before the High Court against the rejection of the aforementioned
application, which was disposed off vide order dated September 14, 2022 and our Company was directed to
comply with the steps stipulated in clause 5.3 of the WBSSIS 2013 Scheme. Yet again, vide order dated
December 6, 2022 (“Order”), the Respondents rejected the application of our Company stating that the
application was not made within 30 days of the commencement of commercial production. Against the said
order, the Petitioners filed another writ petition before the High Court which resulted in the annulment of the

540
 Order. Further, the High Court directed the Directorate to pass a fresh reasoned order after considering IEM
(Part-B) and certificates of chartered engineer and chartered accountant. However, the Directorate vide its
order dated March 21, 2023 once again rejected the application for grant of the Certificate.
Thus, our Company filed the present Petition praying for, inter alia an order directing (i) the Directorate to
issue the Certificate and grant the benefits of the industrial promotion assistance applicable to our Company
in terms of the Scheme; (ii) the Respondents to certify and transmit to the High Court the records relating to
the case and set aside the Order; and (iii) restraining the Respondents from acting upon the Order. The matter
is currently pending.
4. The Deputy Commissioner of Income Tax, Circle 5(2)(1), Mumbai (“DCIT”), by its order dated December
27, 2018 assessed the taxable income of our Company for the assessment year 2016-17 at ₹ 652.29 million
by disallowing certain expenses deducted by our Company (“Assessment Order”) amounting to ₹ 1.40
million (“Ground 1”), against which our Company filed an appeal dated January 15, 2019 (“Appeal 1”).
Subsequently, the DCIT, by its rectification order dated May 3, 2021 rectified the taxable income of our
Company assessed pursuant to the Assessment Order and made a demand of ₹ 110.07 million (“Rectification
Order”). Our Company filed an appeal dated July 25, 2023 before the Commissioner of Income-tax
(Appeals) (“CIT-A”) against the Rectification Order (“Appeal 2”). Further, Appeal 1 was allowed vide order
dated January 17, 2024 (“Order”). Our Company filed an appeal dated March 6, 2024 against the Order on
the basis that the CIT-A has erred in not adjudicating Ground 1. The matter is currently pending.
5. The Assessment Unit, Income Tax Department through its order dated October 30, 2023, assessed the taxable
income of our Company for the assessment year 2020-21 at ₹ 150.40 million as against the originally declared
‘Nil” income (“Assessment Order”). Our Company filed an appeal dated November 20, 2023 before the
Commissioner of Income-tax (Appeals) against the Assessment Order disputing the addition of ₹149.50
million to the taxable income of our Company. The matter is currently pending.
6. The Assessment Unit, Income Tax Department by its order dated January 31, 2024 assessed the taxable
income of our Company for the assessment year 2021-22 at ₹ 252.27 million as against the originally declared
‘Nil” income (“Assessment Order”). Our Company filed an appeal before the Commissioner of Income-tax
(Appeals) against the Assessment Order (“Appeal”) disputing the addition of ₹176.88 million to the taxable
income of our Company. Our Company had also received a penalty notice u/s 274 read with 270A of the
Income Tax Act, 1961 dated January 31, 2024 from the Assessment Unit, Income Tax Department. In view
of the Appeal filed, our Company vide a letter requested for the penalty proceedings to be kept in abeyance
till the disposal of the Appeal. The matter is currently pending.
B. LITIGATION INVOLVING OUR SUBSIDIARIES

Criminal proceedings by our Subsidiaries

Shiva Cement Limited (“SCL”)

1. SCL has filed 40 cases under Section 138 of the Negotiable Instruments Act, 1881 and Section 420 of the
Indian Penal Code, 1860 in relation to dishonour of cheques issued by its customers. The aggregate amount
involved in these matters is ₹ 7.87 million. These matters are pending before various forums at various stages
of adjudication.
Criminal proceedings against our Subsidiaries

Nil

Other material proceedings by our Subsidiaries

Nil

Other material proceedings against our Subsidiaries

Nil

Actions by statutory or regulatory authorities against our Subsidiaries

Shiva Cement Limited (“SCL”)

541
1. The Office of the Deputy Director of Mines, Rourkela issued a show cause notice dated November 14, 2023,
against SCL in relation to certain non-compliances with the applicable safety standards and directed SCL to
pay the highest rate of royalty for the limestone extracted from its mines at Khatkurbahal as specified under
the Orissa Minerals (Prevention of theft, Smuggling & Illegal Mining and Regulation of Possession, Storage,
Trading and Transportation) Rules, 2007 (“Mining Rules” and the said show cause notice dated November
14, 2023, the “Show Cause Notice”). SCL responded to the Show Cause Notice vide letter dated December
2, 2023, (i) indicating compliance with, and seeking time to comply with the applicable safety standards, and
(ii) disputing the demand for royalty at the highest rate provided under the Mining Rules. Further, SCL
received demand notices both dated December 14, 2023 alleging that SCL is required to pay the highest rate
of royalty in respect of the exemption granted to SCL to dispense with compliance with stacking and
sampling requirements under Rule 10(7) of the Mining Rules (“Demand Notice”). Accordingly, SCL was
directed to pay differential royalty, DMF and NMET of ₹ 0.85 million, ₹ 0.25 million and ₹ 0.17 million,
respectively for the period from December 15, 2020 till November 30, 2023. SCL filed a revision application
dated March 13, 2024 before the Revisional Authority, Ministry of Mines, Government of India, New Delhi
against the State of Odisha to set aside the Demand Notice. Upon hearing of the matter, the State Government
of Odisha was directed to levy a royalty fee of ₹ 80 per tonne till a decision is reached and SCL will be liable
to pay the difference depending on the outcome of the case. The matter is currently pending.

Tax proceedings involving our Subsidiaries

Nature of case Number of cases Amount in dispute/demand (in ₹ million)

Shiva Cement Limited
Direct tax 5 304.87
Indirect tax 9 13.64
Total 14 318.51
*
To the extent quantifiable

C. LITIGATION INVOLVING OUR MATERIAL JOINT VENTURE

Criminal proceedings by our Material Joint Venture

Nil

Criminal proceedings against our Material Joint Venture

Nil

Other material proceedings by our Material Joint Venture

JSW Cement FZC (“JSW FZC”)

1. JSW FZC supplied limestone to JF International FZCO pursuant to certain invoices. Subsequently, JSW FZC
initiated recovery of monies for an amount of AED 0.47 million due to non-payment by JF International FZCO
despite JSW FZC fulfilling its obligations by delivering the materials as per the relevant invoices. The Court
of First Instance of Fujairah Courts (“Fujairah Courts”) on December 26, 2023, passed an order in favour of
JSW FZC, granting AED 0.47 million plus default interest at the rate of 5% from the date of filing the case
until complete settlement. JSW FZC filed for execution of the order passed by the Fujairah Courts and inter
alia sought recovery of an amount of AED 0.51 million. The case was heard before the Execution Department,
Fujairah Courts. On May 31, 2024, the Execution Department, Fujairah Courts ordered: (a) the arrest of the
director of the debtor / Rasheed Ahmed Sheikh; (b) seizure of the trade license belonging to the debtor; (c)
seizure of the cars and vehicles belonging to the debtor; and (iv) seizure of the funds, deposits and accounts
belonging to the debtor. The matter is currently pending.

Other material proceedings against our Material Joint Venture

Nil

Actions by statutory or regulatory authorities against our Material Joint Venture

Nil

542
Tax proceedings involving our Material Joint Venture

Nil

D. LITIGATION INVOLVING OUR DIRECTORS

Criminal proceedings by our Directors

Nil

Criminal proceedings against our Directors

Nil

Other material proceedings by our Directors

Nil

Other material proceedings against our Directors

Nil

Actions by statutory or regulatory authorities against our Directors

Seshagiri Rao Venkata Satya Metlapalli

Except as disclosed below, there are no pending actions by statutory or regulatory authorities against our Chairman
and Non-Executive Director, Seshagiri Rao Venkata Satya Metlapalli:

1. The Directorate of Enforcement issued a show cause notice to JSW Steel Limited and our Chairman and
Non-Executive Director, Seshagiri Rao Venkata Satya Metlapalli alleging violation of Section 8(3) and 8(4)
of Foreign Exchange Regulation Act, 1973 in relation to imports of certain equipment for its manufacturing
plant between 1994 to 1995 (“SCN”). Further to the SCN, the Special Director Enforcement imposed a
penalty of ₹ 41.00 million on JSW Steel Limited and a penalty of ₹ 4.00 million on Seshagiri Rao Venkata
Satya Metlapalli pursuant to its order dated October 6, 2009 (“Order”). JSW Steel Limited and Seshagiri
Rao Venkata Satya Metlapalli filed separate appeals before the Appellate Tribunal which upheld the Order
(“Appellate Order”). JSW Steel Limited, Seshagiri Rao Venkata Satya Metlapalli filed review against the
Appellate Order. The review petition filed against the Appellate Order was dismissed on the ground of
maintainability on January 9, 2015. JSW Steel Limited and Seshagiri Rao Venkata Satya Metlapalli filed a
further appeal against the Appellate Order before the High Court of Bombay, which vide order dated
September 28, 2015 admitted the appeal and stayed the demand for the penalty amount subject to continuance
of bank guarantees already furnished. The matter is currently pending.
Kantilal Narandas Patel

Except as disclosed below, there are no pending actions by statutory or regulatory authorities against our Non-
Executive Non-Independent Director, Kantilal Narandas Patel.

2. The Additional Director, Directorate of Enforcement, Government of India, issued a show cause notice
(“SCN”) dated May 31, 2017 to inter alia Kantilal Narandas Patel, our Non-Executive Non-Independent
Director, in his capacity as a director of JSW Infrastructure Limited (“JSWIL”), for the alleged
contravention of Section 6(3)(b) of the Foreign Exchange Management Act, 1999 (“FEMA”), Regulation
5(1) of the Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India)
Regulations, 2000 (“FEM Regulations”) read with Section 42(1) of FEMA and for imposition of penalty
under Section 13 of FEMA, for receipt of foreign direct investment (“FDI”) by JSWIL amounting to ₹ 93.54
million from Steel Traders Limited, a person resident outside India, for business activity of infrastructure
development under automatic route of FDI policy and by JSWIL making a downstream investment of ₹
345.00 million in JSW Jaigarh Port Limited (“JPL”), one of its wholly owned subsidiaries, thereby becoming
an operating-cum-holding company without approval of Reserve Bank of India/Government of India. JSWIL

543
 filed a reply to the SCN dated June 23, 2018, denying all the allegations made in the SCN and clarifying that
it did not require any approval for the investment in JPL. Kantilal Narandas Patel has not received any further
communication from the Enforcement Directorate in this regard. The matter is currently pending.
Parth Jindal

1. Except as disclosed above in para 5 in “ -Actions by statutory or regulatory authorities against our Company”
on page 537, there are no pending actions by statutory or regulatory authorities against our Managing
Director, Parth Jindal.
Tax proceedings involving our Directors

Nil

Set forth hereunder is a description of the material tax matters involving our Directors:

Narinder Singh Kahlon

1. Except as disclosed in “- Litigation involving our Company –Tax proceedings involving our Company” on
page 539, there are no pending material tax proceedings against our Director – Finance & Commercial and
Chief Financial Officer, Narinder Singh Kahlon.
E. LITIGATION INVOLVING OUR PROMOTERS

Criminal proceedings by our Promoters

Nil

Criminal proceedings against our Promoters

Nil
Other material proceedings by our Promoters

Nil
Other material proceedings against our Promoters

Nil
Actions by statutory or regulatory authorities against our Promoters

Parth Jindal

1. Except as disclosed above in para 5 in “ -Actions by statutory or regulatory authorities against our Company”
on page 537, there are no pending actions by statutory or regulatory authorities against our Individual
Promoter, Parth Jindal.

Sajjan Jindal

1. A show cause notice dated March 18, 2024 (“SCN”) was issued to inter alia, Hexa Tradex Limited (“HTL”)
a member of our Promoter Group, its directors, one of our Promoter, Sajjan Jindal as well as certain other
members of our Promoter Group namely Prithvi Raj Jindal, Naveen Jindal, Ratan Jindal, Virtuous Tradecorp
Private Limited, OPJ Trading Private Limited, Sahyog Holding Private Limited and Siddeshwari Tradex
Private Limited (“PG Members”) by SEBI, under inter alia Sections 11(1), 11(4), 11(4A), 11B(1), 11B(2),
read with Section 15A(b) and Section 15HA of the SEBI Act, 1992, for matters relating to alleged failure by
HTL to disclose certain price-sensitive information (in terms of Regulation 2(ha) of the erstwhile Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, for undertaking transactions
related to the realignment and reorganisation of investments held by HTL through its wholly owned subsidiary,
Hexa Securities and Finance Company Limited (“Transactions”). Our Promoter, Sajjan Jindal, on account of
having a controlling stake in Sahyog Holdings Private Limited, has been named in the SCN for, allegedly
aiding and facilitating the Transactions and violating, among others, the provisions of the SEBI Act, 1992, and

544
 the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to
Securities Market) Regulations, 2003. Further, our Promoter, Sajjan Jindal and PG Members have submitted
their replies with SEBI for contesting the SCN inter-alia on merits contending that the Transactions were in
due compliance with applicable laws and have also filed settlement applications to bring an expeditious closure
to this matter. The matter is currently pending.

Disciplinary actions including penalties imposed by SEBI or a stock exchange in the last five Fiscals

Nil
Tax proceedings involving our Promoters

Nature of case Number of cases Amount in dispute/demand (in ₹ million)*

Direct tax Nil Nil
Indirect tax 1 3,021.30#
Total 1 3,021.30#
*To the extent quantifiable
#
The case is an appeal filed by the Commissioner of Central Excise and Service Tax, Goa (“CCEST”), before the Supreme Court of India,
against JSW Steel Limited, one of our Group Companies, and Sajjan Jindal, our Individual Promoter, Sajjan Jindal is a co-noticee in the case
and there are no claims against him in this matter. The matter is an appeal filed by CCEST against the order of the Customs, Excise and
Service Tax Appellate Tribunal.

Set forth hereunder is a description of the material tax matters involving our Promoter, Sajjan Jindal:

2. JSW Steel Limited (“JSW Steel”) imported coal and claimed an exemption from customs duty under
Notification No.21/2022-Cus dated March 1, 2002. Under the said notification, coking coal was fully exempt
from customs duty. However, the Customs Department initiated a provisional assessment of the goods
imported and sent a sample to Customs House Laboratory, Chennai, which found that the goods were other
than coking coal. Consequently, the assessment was finalised and a notice was issued to JSW Steel and our
Promoter, Sajjan Jindal denying the exemption and raised a demand for customs duty of ₹ 3,021.30 million
for import of non-coking coal. JSW Steel preferred an appeal before Commissioner (Appeals), which held that
during the relevant period held that the impugned goods could be considered as coking coal and allowed the
exemption claimed by JSW Steel (“CA Order”). The Commissioner of Central Excise and Service Tax, Goa
filed an appeal before Customs, Excise and Service Tax Appellate Tribunal which upheld the CA Order and
held that no duty was payable and accordingly not intent to evade duty arises (“CESTAT Order”). The
Commissioner of Central Excise and Service Tax has filed an appeal before the Supreme Court against the
CESTAT Order. There are no claims against our Promoter, Sajjan Jindal in relation to this matter. The matter
is currently pending.

F. LITIGATION INVOLVING OUR GROUP COMPANIES WHICH MAY HAVE A MATERIAL

IMPACT ON OUR COMPANY

Litigation involving our Group Companies

JSW Steel Limited (formerly JSW ISPAT Special Products Limited and now merged with JSW Steel Limited)

1. The Central Bureau of Investigation, Anti-Corruption Branch - Bengaluru (“CBI”) filed an FIR on April 25,
2015 against, JSW Steel Limited (“JSWSL”) and others, before the XVII Additional Chief Metropolitan
Magistrate at Bengaluru. Pursuant to the FIR, a chargesheet was filed before the XVII Additional Chief
Metropolitan Magistrate (“Ld. Trial Court”) on October 25, 2016 against JSW Energy Limited (“JSW
Energy”), JSWSL and others, alleging that Senlogic Automation Private Limited conspired with our
Company, JSWSL and others in the matter of fraudulently transporting excess cargo in each wagon than the
permissible carrying capacity, based on the manipulation made in the software of the electronic in-motion
weigh bridge, installed at the Panambur Railway station, Mangalore, in order to evade the payment of punitive
charges levied by Southern Railways for the excess quantity transported, thereby, causing wrongful loss of
approximately ₹ 798.03 million to Southern Railways and corresponding wrongful gain to themselves.
Subsequently, JSW Energy, JSWSL and others (“Applicants”) filed an application for discharge of offences
alleged against them, which was allowed by the Ld. Trial Court through its order dated September 11, 2018
(“Discharge Order”). Aggrieved by the Discharge Order, CBI filed a criminal revision petition before the
Hon’ble Court of XLVII Additional City Civil and Sessions Judge and Special Judge for CBI cases, Bengaluru
(“Ld. Sessions Court”) which was allowed on December 20, 2021 thereby setting aside the Discharge Order
(“Revision Order”). Challenging the Revision Order, the Applicants then filed a revision petition before the

545
 Hon’ble High Court of Karnataka at Bengaluru (“High Court”). The High Court has stayed the Revision
Order and the matter is currently pending.

2. Dwarkanath Patil and another filed an appeal dated September 23, 2015 with the National Green Tribunal,
Pune bench (“NGT Pune”) challenging the environmental clearance granted to JSW Steel Limited’s Dolvi
unit citing alleged violations such as non-compliance with regulations, the area’s inclusion in the Coastal
Regulation Zone (CRZ), among others. JSW Steel Limited sought to dismiss this appeal by filing an
application dated October 28, 2015 with NGT Pune, but the application was not approved (“Order”).
Dissatisfied by the Order, JSW Steel Limited filed a writ petition dated November 30, 2016 before the High
Court of Bombay (“High Court”). The High Court by way of its order dated December 7, 2016 issued a stay
on the proceedings. The matter is currently pending.

JSW Energy Limited

1. JSW Energy Limited (“JSW Energy”) filed a writ petition dated September 22, 2018, against State of
Karnataka (Department of Energy) through Principal Secretary (“State”) and others, before the Hon’ble High
Court of Karnataka, Dharwad bench at Dharwad (“High Court”) under article 226 of the Constitution of
India (“Writ Petition”).

JSW Energy had setup two power plants in Karnataka, India and had entered into various power purchase
agreements with JSW Steel Limited (“JSL”) and our Company for supply of electricity on a full cost and
return of profit basis. The deputy electrical inspector vide notices dated August 1, 2014 and August 4, 2014
(“Notices”), called upon JSW Energy to remit additional electricity tax under Section 3(1) of the Karnataka
Electricity (Taxation on Consumption or Sale) Act, 1959 (“Electricity Act”), alleging short payment of
electricity tax by JSW Energy whereby the rate per unit of electricity sold to JSL, for the purposes of
computing tax, was alleged to be lesser than the rate per unit of electricity levied by the licensee (under the
Electricity Act) to other consumers during the period between March, 2013 to August, 2013. The State by
way of a notification dated August 18, 2014, issued the Electricity (Taxation on Consumption or Sale) Rules,
2014 (“Tax Rules”) with ‘Form F’ highlighting the manner in which the electricity tax is to be calculated
under the Electricity Act. JSW Energy by way of its reply dated November 25, 2014, denied the allegations
and requested the Inspector to withdraw the Notices. On January 8, 2015, the Inspector rejected JSW Energy’s
reply and raised similar issues for supply of electricity to our Company on February 20, 2015. Pursuant to
exchange of multiple letters thereafter whereby JSW Energy repeatedly denied supply of electricity at
concessional rate to JSL and our Company and denied the allegation of short payment of electricity tax, the
Inspector vide an order dated May 24, 2018 (“Impugned Order”) rejected our previous submissions
including the letter dated May 11, 2018. The Inspector by way of the Impugned Order directed JSW Energy
to make a payment of ₹ 636.90 million along with an interest of ₹164.18 million for the incorrect computation
and payment of electricity tax by JSW Energy during the period of FY 2013-14 to FY 2017-18 (till January,
2018). JSW Energy filed a Writ Petition seeking directions from the High Court to set aside the Impugned
Order and declare Form F of the Tax Rules to be invalid and ultra vires. The High Court by way of its order
dated September 27, 2018, stayed the operation of the Impugned Order. The matter is currently pending.

G. OTHER LITIGATIONS INVOLVING OUR GROUP COMPANIES

Litigation against our Group Companies

JSW Steel Limited (formerly JSW ISPAT Special Products Limited and now merged with JSW Steel Limited)

1. Securities and Exchange Board of India (“SEBI”) issued a show cause notice dated October 18, 2019 (“SCN
1”) to JSW ISPAT Special Products Limited (“JSW ISPAT”) (now merged with JSW Steel Limited) for
alleged violation of making requisite disclosures inter alia on financial information as required under Chapter
V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). JSW ISPAT filed a reply to the SCN 1 wherein it denied
all allegations and submitted that there was no obligation on it to comply with the SEBI Listing Regulations
on account of the insolvency proceedings it was undergoing. JSW Steel Limited and AION Investments
Private II Limited had submitted a resolution plan which was approved on July 24, 2018 by the National
Company Law Tribunal, Mumbai bench (“Resolution Plan”). Pursuant to the Resolution Plan, the non-
convertible debentures (“NCDs”) were paid/settled and permanently extinguished. Further, the debenture
trustee of NCDs had issued a no-objection/no-dues certificate to JSW ISPAT and such extinguished NCDs
were delisted by BSE Limited on June 26, 2019 (“Reply to SCN 1”).

546
 Further, the Adjudicating Officer passed an order on June 26, 2020 (“Order”) wherein it was alleged that
JSW ISPAT failed to disclose to BSE Limited its quarterly financial statements and the nature of security
created and maintained with respect to its listed NCDs to BSE Limited. Pursuant to the Order, SEBI imposed
a monetary penalty of ₹ 0.60 million on JSW ISPAT. Subsequently, JSW ISPAT filed an appeal before the
Securities Appellate Tribunal, Mumbai (“SAT”) challenging the Order and prayed that the Order be set aside
as it did not consider that JSW ISPAT had successfully undergone insolvency proceedings and is now in the
control of a new management. Further, the Resolution Plan is binding on all stakeholders. SAT pursuant to
its order dated October 29, 2020 (“SAT Order”), inter alia, held that once a Resolution Plan has been
approved it becomes binding on all creditors including the government and local authorities under Section
31(1) of the Insolvency and Bankruptcy Code, 2016. Consequently, the Order cannot be sustained and is
quashed. Subsequently, SEBI filed an appeal against the SAT Order before the Supreme Court of India. The
matter is currently pending.

This matter has been disclosed in this Draft Red Herring Prospectus in accordance with the requirements
under clause 4(1) of the SEBI (Issuing Observations on Draft Offer Documents Pending Regulatory Actions)
Order, 2020, which states that if a show cause notice has been issued to the group companies, then necessary
disclosures along with the possible adverse impact shall be made in the offer document. This matter does not
have a material impact on our Company.

H. OTHER PENDING LITIGATION

Involving our Company

1. Niranjan Garai and others (“Petitioner”) filed a civil case on July 21, 2017 against our Company before the
Civil Judge, junior division, Medinipur. As on the date of this Draft Red Herring Prospectus, our Company
has not received notices or any other document in relation to this matter and the disclosure included herein is
based on the information available on the E-courts services website.

2. Sudhakara Reddy Kambam (“Petitioner”) filed a civil case on October 8, 2018 against our Company and
others before the Senior Civil Court, Proddatur. As on the date of this Draft Red Herring Prospectus, our
Company has not received notices or any other document in relation to this matter and the disclosure included
herein is based on the information available on the E-courts services website.

Involving our Subsidiaries

JSW Green Cement Private Limited

1. A public interest litigation was filed by a petitioner against our subsidiary, JSW Green Cement Private
Limited and others on May 24, 2023 before the High Court of Bombay (“High Court”). As on the date of
this Draft Red Herring Prospectus, JSW Green Cement Private Limited has not received notices or any other
document in relation to this matter and the disclosure included herein is based on the information available
on the website of the High Court.

Shiva Cement Limited

1. The State of Odisha (“Complainant”) filed a criminal case on June 17, 2015, against SCL, before the Court
of Sub-Divisional Judicial Magistrate, Bonai. As on the date of this Draft Red Herring Prospectus, SCL has
not received summons or any other document in relation to this matter and the disclosure included herein is
based on the information available on the E-courts services website.

2. K.S. Roy (“Complainant”) filed a criminal case on June 30, 2003, against SCL, before the Court of
Metropolitan Magistrate, Calcutta. As on the date of this Draft Red Herring Prospectus, SCL has not received
summons or any other document in relation to this matter and the disclosure included herein is based on the
information available on the E-courts services website.

3. The Kolkata Port Trust (“Complainant”) filed a money suit on May 12, 2006, against SCL, before the City
Civil Court, Calcutta. As on the date of this Draft Red Herring Prospectus, SCL has not received summons
or any other document in relation to this matter and the disclosure included herein is based on the information
available on the E-courts services website.

Involving our Promoter

547
1. Santosh Ramdas Khirid (“Complainant”) filed a summons case on March 6, 2020 against BCCI and 26
others including Sajjan Jindal, one of our Individual Promoters under the provisions of IPC, 1860 and NDPS
Act, 1985, before the Chief Metropolitan Magistrate, Mumbai. The matter is currently pending for verification
of the Complainant. As on the date of this Draft Red Herring Prospectus, Sajjan Jindal has not received
summons or any other document in relation to this matter and the disclosure included herein is based on the
information available on the E-courts services website.

2. Bhaskara Rao Uttaravilli has filed a writ petition on August 1, 2023 against JSW Steel Limited, one of our
Group Companies, Sajjan Jindal, one of our Individual Promoters and two others before the High Court of
Karnataka (“High Court”). As on the date of this Draft Red Herring Prospectus, JSW Steel Limited and
Sajjan Jindal have not received notices or any other document in relation to this matter and the disclosure
included herein is based on the information available on the website of the High Court.

I. OUTSTANDING DUES TO CREDITORS

In accordance with the Materiality Policy, a creditor has been considered ‘material’ if the amount due to such
creditor exceeds ₹ 611.12 million, being 5% of the consolidated trade payables of our Company as on March 31,
2024 (“Material Creditor”) as per the Restated Consolidated Financial Information.

As of March 31, 2024, outstanding dues to Material Creditors, micro, small and medium enterprises and other
creditors, on a consolidated basis, is as follows*:

Sr. Amount involved

Type of creditor No. of creditors
No. (in ₹ million)
1. Dues to micro, small and medium enterprises** 505 378.38
2. Dues to Material Creditors - -
3. Dues to other creditors 4,443 11,843.95
Total 4,948 12,222.33
* As certified by Shah Gupta & Co., Chartered Accountants, with firm registration number 109574W, pursuant to their certificate dated
August 16, 2024.
**
As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.

The details pertaining to outstanding dues to Material Creditors, along with the name and amounts involved for
each such Material Creditor, are available on the website of our Company at https://www.jswcement.in/material-
creditors.

J. MATERIAL DEVELOPMENTS

Except as disclosed in “Management Discussion & Analysis – Significant developments after March 31, 2024 that
may affect our future results of operations” on page 524, there have been no material developments, since the date
of the last financial statements disclosed in this Draft Red Herring Prospectus, any circumstances, which
materially and adversely affect, or are likely to affect our trading or profitability of our Company or the value of
our assets or our ability to pay our liabilities within the next 12 months.

548
 GOVERNMENT AND OTHER APPROVALS

Our business requires various approvals, consents, licenses, registrations and permits issued by relevant
governmental and regulatory authorities of the respective jurisdictions under various rules and regulations. Set
out below an indicative list of approvals obtained by our Company and our Material Joint Venture which are
considered material and necessary for the purpose of undertaking their respective business activities and
operations. Certain approvals, licenses, registrations and permits may expire periodically in the ordinary course
and applications for renewal of such expired approvals are submitted in accordance with applicable requirements
and procedures. Except as disclosed herein, our Company and our Material Joint Venture have obtained all
material consents, licenses, registrations, permissions and approvals from the relevant governmental, statutory
and regulatory authorities, which are necessary for undertaking their respective business activities and
operations. In addition, the manufacturing plant at Salem is currently owned by JSW Steel Limited and its
operations are supervised and controlled by our employees pursuant to a GGBS manufacturing agreement entered
into with JSW Steel Limited dated October 4, 2023. For further details, see “History and Certain Corporate
Matters – Other material agreements” on page 306. Except as disclosed herein, all material consents, licenses,
registrations, permissions and approvals from the relevant governmental, statutory and regulatory authorities,
which are necessary for operation of the manufacturing plant at Salem have been obtained.

In addition, certain of our material approvals may expire in the ordinary course of business and our Company
and our Material Joint Venture, as applicable, will make applications to the appropriate authorities for renewal
of such key approvals, as necessary.

We have also disclosed below (i) the material approvals for which fresh applications/renewal applications have
been made by our Company and our Material Joint Venture; and (ii) the material approvals for which fresh
applications/renewal applications are yet to be made by our Company and our Material Joint Venture. For details
of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors- A delay or
inability in obtaining, renewing or maintaining or failing to comply with the terms and conditions of statutory and
regulatory permits, licenses and approvals needed to operate our business and plants could result in an adverse
effect on our results of operations.” on page 59.

For details in connection with the regulatory and legal framework within which our Company operates, see “Key
Regulations and Policies in India” on page 291. For Offer related approvals, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on page 564, and for incorporation details of our Company and our
Material Joint Venture, see “History and Certain Corporate Matters – Brief history of our Company” and “Our
Holding Company, Our Subsidiaries, our Associate and Our Joint Ventures” on pages 299 and 309, respectively.

A. Material approvals in relation to our Company

I. Material labour/employment related approvals

1. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 issued
by the Employees’ Provident Fund Organisation.

2. Registration certificate under the Employees’ State Insurance Act, 1948, issued by the Sub-Regional
Office, Employees’ State Insurance Corporation.

3. Registration certificate under the Contract Labour (Regulation & Abolition) Act, 1970, issued by
the Labour Commissioner’s Office.

4. Certificate of registration issued under applicable shops and establishments legislation for our
offices, issued by the ministry or department of labour of relevant State government, wherever
applicable.

II. Material tax related approvals

1. Permanent account number issued by the Income Tax Department under the Income Tax Act, 1961
(“IT Act”).

2. Tax deduction account number issued by the Income Tax Department under the IT Act.

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3. Goods and services tax registration issued by the Government of India under the Central Goods and
Services Tax Act, 2017.

4. Certificate of registration issued by the Maharashtra Sales Tax Department under the Maharashtra
State Tax on Professions, Trades, Callings and Employments Act, 1975.

III. Material approvals in relation to the manufacturing units of our Company

1. Factory license issued by the Directorate Industrial Safety & Health, under the Factories Act, 1948.

2. Environment clearances issued by the Ministry of Environment and Forests or State Environment
Impact Assessment Authority, as applicable.

3. Consent to establish issued by relevant state Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.

4. Consent to operate issued by relevant state Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.

5. Authorization under the Hazardous and other Wastes (Management and Transboundary Movement)
Rules, 2016 issued by relevant state Pollution Control Board.

6. Authorization under the Biomedical Waste Management Rules, 2016 issued by relevant state
Pollution Control Board.

7. Licence granted Bureau of Indian Standards Act, 2016 to use a specified standard mark in relation
to goods or articles which conform to a standard.

8. No objection certificates from the relevant fire department.

9. No objection certificate for extraction of groundwater or surface water from the central or state level
ground water authority.

10. Certificate issued by the Chief Electrical Inspector to the Government under the Electricity Act,
2003.

11. License for storage of petroleum under the Petroleum Rules, 2002 issued by the Petroleum and
Explosives Safety Organization.

12. Certificates with respect to weights and measures issued under the Legal Metrology Act, 2009 issued
by the Legal Metrology Officer.

IV. Material approvals in relation to the mines of our Company

1. Approval of mining plan by the Indian Bureau of Mines.

2. Environment clearances issued by the Ministry of Environment and Forests or State Environment
Impact Assessment Authority, as applicable.

3. Consent to establish issued by relevant state Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.

550
4. Consent to operate issued by relevant state Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.

5. Authorization under the Hazardous and other Wastes (Management and Transboundary Movement)
Rules, 2016 issued by relevant state Pollution Control Board.

6. Permission for deployment of heavy earth moving machineries with a system of deep hole drilling
and blasting for digging and excavation of limestone at mines from the Director General of Mines
Safety under the Metalliferous Mines Regulations, 1961.

7. License to possess for use of ammonium nitrate from the Chief Controller of Explosives of the
respective zone prescribed under the Ammonium Nitrate Rules, 2012.

V. Material approvals in relation to the Project

1. Environment clearance issued by the Ministry of Environment and Forests.

2. Consent to establish issued by Rajasthan Sate Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.

3. No objection certificate for extraction of groundwater from the Central Ground Water Authority.

The Project will also require us to apply for and obtain certain approvals, such as consent to operate
issued under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and
Control of Pollution) Act, 1981, authorization under the Hazardous and other Wastes (Management
and Transboundary Movement) Rules, 2016 and no objection certificates from the relevant fire
departments. Our Company will obtain such approvals at various stages in the construction of the
Project but prior to the commencement of operations of the Project. For further details see “Objects
of the Offer- Government Approvals” on page 145.

VI. Material approvals or renewals applied for but not received

Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no material
approvals applied for, including renewal applications, that have not been received by our Company:

Name of issuing
S. No. Description Date of application
authority
1. Application for environmental clearance Ministry of Environment, September 7, 2023
for the proposed manufacturing unit at Forest and Climate
Hatta, Madhya Pradesh Change, Government of
India
2. Application for environmental clearance Ministry of Environment, November 6, 2023
for the proposed expansion of our Forest and Climate
manufacturing unit at Vijayanagar, Change, Government of
Karnataka from 6.0 MTPA to 12.0 India
MTPA
3. Authorization under the Hazardous and Odisha Pollution Control January 24, 2024
other Wastes (Management and Board
Transboundary Movement) Rules, 2016
for our manufacturing unit at Jajpur,
Odisha
4. Certificate for electrical safety clearance Chief Electrical Inspector January 29, 2024
issued under the Electricity Act, 2003 for
our manufacturing unit at Jajpur, Odisha

551
 Name of issuing
S. No. Description Date of application
authority
5. Application for consent to operate under Karnataka State Pollution March 27, 2024
Water (Prevention and Control of Control Board
Pollution) Act, 1974 for the proposed
expansion of our manufacturing unit at
Vijayanagar, Karnataka
6. Application for consent to operate under Karnataka State Pollution March 27, 2024
Air (Prevention and Control of Pollution) Control Board
Act, 1981 for the proposed expansion of
our manufacturing unit at Vijayanagar,
Karnataka from 4.0 MTPA to 6.0 MTPA
7. Application for change in name of Ministry of Environment, July 11, 2024
environmental clearance in respect of our Forest and Climate
mine at Kolkhariya, Madhya Pradesh Change, Government of
India
‘
Pursuant to a scheme of amalgamation between our Company and Springway Mining Private Limited,
among others, approved by the National Company Law Tribunal, Kolkata, order dated March 12,
2024, the Springway Mining Private Limited’s entire business, including such mine lease deed was
transferred to our Company. For further details in relation to such scheme of amalgamation, see
“History and Certain Corporate Matters - Mergers or amalgamations in the last 10 years” on page
303. Our Company has, by way of a letter dated June 25, 2024 requested the Mineral Resource
Department, Government of Madhya Pradesh to transfer the mine lease deed dated October 13, 2015
in relation to our mine at Kolkhariya, Madhya Pradesh from the name of Springway Mining Private
Limited to the name of our Company. The application for the transfer of the said mine lease deed is
currently pending approval. Upon receipt of approval for the transfer of the said mining lease deed,
our Company will apply for transfer of certain approvals in relation to operation of our mine at
Kolkhariya, Madhya Pradesh from the name of Springway Mining Private Limited to our Company.
As mentioned in the table above, Springway Mining Private Limited has made an application dated
September 7, 2023 to the Ministry of Environment, Forest and Climate Change, Government of India
for environmental clearance in relation to our proposed manufacturing unit at Hatta, Madhya Pradesh.
Further, our Company has made an application dated June 25, 2024 to the Ministry of Environment,
Forest and Climate Change, Government of India for transfer of the application for the environmental
clearance from the name of Springway Mining Private Limited to the name of our Company in
relation to proposed manufacturing unit at Hatta, Madhya Pradesh.

The manufacturing plant at Salem currently owned by JSW Steel Limited and its operations are
supervised and controlled by our employees pursuant to a GGBS manufacturing agreement entered
into with JSW Steel Limited dated October 4, 2023. For further details in relation to this arrangement
see “History and Certain Corporate Matters – Other material agreements” on page 306. JSW Steel
Limited by way of an application dated May 7, 2024 to the Ministry of Environment, Forest and
Climate Change, Government of India, has applied for transfer of the environmental clearance
obtained in relation to the manufacturing plant at Salem from JSW Steel Limited to our Company.
This application is currently pending approval.

VII. Material approvals for which fresh applications/renewal applications are yet to be made

As on the date of this Draft Red Herring Prospectus, there are no material approvals for which fresh
applications/renewal applications are yet to be made by our Company.

B. Material approvals in relation to our Material Joint Venture

1. Environmental license issued by the Fujairah Environmental Authority under relevant Federal and
Emirate level laws, as applicable.

2. Certificate of completion of works issued by the Fujairah Municipality under relevant Federal and
Emirate level laws, as applicable.

3. Certificate from Department of Civil Defence (Fujairah) under Cabinet Resolution No. 24 of 2012
regarding the organisation of Civil Defense Services in the UAE.

552
 4. Work Completion Certificate issued by the Fujairah Municipality under relevant Federal and
Emirate level laws, as applicable.

5. Certificate of Building Completion issued by the Department of Civil Defence (Fujairah) under
Cabinet Resolution No. 24 of 2012 regarding the organisation of Civil Defense Services in the
UAE.

6. Certificate from the Department of Civil Defence (Fujairah) for no objection to temporary
connection of electricity and water under relevant Federal and Emirate level laws, as applicable.

I. Material approvals or renewals applied for but not received

As on the date of this Draft Red Herring Prospectus, there are no material approvals applied for,
including renewal applications, that have not been received by our Material Joint Venture:

II. Material approvals for which fresh applications/renewal applications are yet to be made

As on the date of this Draft Red Herring Prospectus, there are no material approvals for which fresh
applications/renewal applications are yet to be made by our Material Joint Venture.

As on the date of this Draft Red Herring Prospectus, there has been no resultant financial or operational
impact on our Company and the Material Joint Venture owing to any pending material approvals.

C. Intellectual property related approvals

For details of the intellectual property held by our Company and our Subsidiary, Shiva Cement Limited,
see “Our Business – Intellectual Property” on page 284 and for risks associated with our intellectual
property, see “Risk Factors- We may not be able to protect our intellectual property rights and prevent the
unauthorised use of our intellectual property, which could harm our business and competitive position.”
on page 71.

553
 GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than
promoter(s) and subsidiary(ies)) with which there were related party transactions during the period for which
financial information is disclosed, as covered under applicable accounting standards, and (ii) any other companies
considered material by the board of directors of the relevant issuer company.

Accordingly, for (i) above, all such companies (other than our Corporate Promoter and our Subsidiaries) with
which our Company there were related party transactions during the period covered in the Restated Consolidated
Financial Information, as covered under the applicable accounting standards, shall be considered as Group
Companies.

In addition, pursuant to the Materiality Policy, for the purposes of (ii) above, a company (other than our Corporate
Promoter, Subsidiaries and companies categorized under (i) above) has been considered “material” and has been
disclosed as a ‘Group Company’ in this Draft Red Herring Prospectus if: such company is a member of the
Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations; and our Company has entered
into one or more transactions with such company during the last completed Fiscal, for which Restated Consolidated
Financial Information are being included, which individually or cumulatively in value exceeds 5% of the
consolidated revenue from operations of our Company for the last completed Fiscal as per the Restated
Consolidated Financial Information.

Based on the above, our Group Companies are set forth below:

1. Amba River Coke Limited;

2. Bhushan Power & Steel Limited;
3. Brahmani River Pellets Limited;
4. Descon Private Limited;
5. Epsilon Advanced Materials Private Limited;
6. Epsilon Carbon Private Limited;
7. Everbest Consultancy Service Private Limited;
8. Gopal Traders Private Limited;
9. JSW Bengal Steel Limited;
10. JSW Bengaluru Football Club Private Limited;
11. JSW Cement FZC;
12. JSW Dharamtar Port Private Limited;
13. JSW Energy Limited;
14. JSW Global Business Solutions Limited;
15. JSW GMR Cricket Private Limited;
16. JSW Industrial Gases Limited;
17. JSW Infrastructure Limited;
18. JSW International Tradecorp Pte. Ltd;
19. JSW IP Holdings Private Limited;
20. JSW Jaigarh Port Limited;
21. JSW Living Private Limited;
22. JSW One Distribution Limited;
23. JSW One Platforms Limited;
24. JSW Paints Limited;
25. JSW Power Trading Company Limited (formerly known as JSW Green Energy Limited);
26. JSW Processors & Traders Private Limited;
27. JSW Projects Limited;
28. JSW Realty & Infrastructure Private Limited;
29. JSW Renewable Energy (Cement) Limited;
30. JSW Severfield Structures Limited;
31. JSW Shipping & Logistics Private Limited;
32. JSW Sports Private Limited;
33. JSW Steel (USA), Inc.;
34. JSW Steel Coated Products Limited;
35. JSW Steel Global Trade PTE. Limited;
36. JSW Steel Limited;
37. JSW Steel USA Ohio, Inc.;

554
38. JSW Structural Metal Decking Limited;
39. JSW Techno Projects Management Limited;
40. JSW Vijayanagar Metallics Limited;
41. JTPM Metal Traders Private Limited;
42. Mangalore Coal Terminal Private Limited;
43. Neotrex Steel Limited (formerly known as Neotrex Steel Private Limited);
44. Sapphire Airlines Private Limited;
45. South-West Mining Limited;
46. South-West Port Limited;
47. Tranquil Homes and Holdings Private Limited; and
48. Windsor Residency Private Limited.
Details of our top five Group Companies
The details of our top five Group Companies are provided below:
1. JSW Steel Limited
Registered office
The registered office of JSW Steel Limited is situated at JSW Centre, Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051, Maharashtra, India.
Financial information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per share,
diluted earnings per share and net asset value, derived from the audited standalone financial statements of JSW
Steel Limited for the last three financial years, as required by the SEBI ICDR Regulations, are available on its
website at https://www.jswsteel.in/steel/summary-financial-results-last-three-financial-years. Our Company is
providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations.
2. JSW Energy Limited
Registered office

The registered office of JSW Energy is situated at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai
– 400 051, Maharashtra, India.
Financial information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per share,
diluted earnings per share and net asset value, derived from the audited standalone financial statements of JSW
Energy Limited for the last three financial years, as required by the SEBI ICDR Regulations, are available on
its website at https://www.jsw.in/sites/default/files/assets/downloads/energy/Financial%20Releases/Financial-
Information-JSW-Energy-Limited-3yrs.pdf. Our Company is providing a link to this website solely to comply
with the requirements specified in the SEBI ICDR Regulations.

3. JSW Infrastructure Limited

Registered office
The registered office of JSW Infrastructure Limited is situated at JSW Centre, Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051, Maharashtra, India.

Financial information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per share,
diluted earnings per share and net asset value, derived from the audited standalone financial statements of JSW
Infrastructure Limited for the last three financial years, as required by the SEBI ICDR Regulations, are
available on its website at https://www.jsw.in/infrastructure/others-infra. Our Company is providing a link to
this website solely to comply with the requirements specified in the SEBI ICDR Regulations.

555
4. JSW Steel Coated Products Limited
Registered office
The registered office of JSW Steel Coated Products Limited is situated at JSW Centre, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051, Maharashtra, India.
Financial information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per share,
diluted earnings per share and net asset value, derived from the audited standalone financial statements of JSW
Steel Coated Products Limited for the last three financial years, as required by the SEBI ICDR Regulations,
are available on its website at https://www.jswsteel.in/jsw-steel-coated-products-limited-1. Our Company is
providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations.
5. JSW Steel Global Trade PTE. Limited
Registered office
The registered office of JSW Steel Global Trade PTE. Limited is situated at 9 Raffles Place, #20-01, Republic
Plaza, Singapore – 048 619.
Financial information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per share,
diluted earnings per share and net asset value, derived from the audited standalone financial statements of JSW
Steel Global Trade PTE. Ltd. for the last three financial years, as required by the SEBI ICDR Regulations, are
available on its website at https://www.jswsteel.in/jsw-steel-global-trade-pte-limited. Our Company is
providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations.
The financial information in relation to the top 5 Group Companies made available on their respective websites,
do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a
prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer
or an offer document to purchase or sell any securities under the Companies Act, 2013, the SEBI ICDR
Regulations, or any other applicable law in India or elsewhere in the world. Such information should not be
considered as part of information that any investor should consider in order to subscribe for or purchase any
securities of our Company, its Subsidiaries or any entity in which it or its shareholders have significant influence
(collectively, the “Group”) and should not be relied upon or used as a basis for any investment decision. None of
the Group or any of its advisors, nor any of the BRLMs, nor any of their respective employees, directors, affiliates,
agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any financial
information in relation to the top 5 Group Companies made available on their respective websites, as detailed
above.
Details of other Group Companies
The details of our other Group Companies are provided below:
1. Amba River Coke Limited
Registered office
The registered office of Amba River Coke Limited is situated at JSW Centre, Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051, Maharashtra, India.

2. Bhushan Power and Steel Limited

Registered office

The registered office of Bhushan Power and Steel Limited is situated at 4 th Floor, A-2, NTH Complex,
Shaheed Jeet Singh Marg, USO Road, Qutab Institutional Area, New Delhi – 110 067, India.

556
3. Brahmani River Pellets Limited

Registered office

The registered office of Brahmani River Pellets Limited is situated at 4th Floor, Ipicol House, Janpath,
Khordha, Bhubaneswar – 751 022, Orissa, India.

4. Descon Private Limited

Registered office

The registered office of Descon Private Limited is situated at Godrej Waterside, Plot No. 5, Block - DP Sector
V, Salt Lake, Kolkata – 700 091, West Bengal, India.

5. Epsilon Advanced Materials Private Limited

Registered office

The registered office of Epsilon Advanced Materials Private Limited is situated at Plot No 46, Upadrasta
House, Dr. V.B. Gandhi Marg, Kala Ghoda, Fort, Mumbai – 400 001, Maharashtra, India.

6. Epsilon Carbon Private Limited

Registered office

The registered office of Epsilon Carbon Private Limited is situated at Plot No 46, Upadrastha House, Dr. V
B Gandhi Marg, Kala Ghoda, Fort, Mumbai – 400 001, Maharashtra, India.

7. Everbest Consultancy Services Private Limited

Registered office

The registered office of Everbest Consultancy Services Private Limited is situated at Jindal Mansion, 5A, Dr.
G. Deshmukh Marg, Mumbai – 400 026, Maharashtra, India.

8. Gopal Traders Private Limited

Registered office

The registered office of Gopal Traders Private Limited is situated at Jindal Mansion, 5A, Dr. G. Deshmukh
Marg, Mumbai – 400 026, Maharashtra, India.

9. JSW Bengal Steel Limited

Registered office

The registered office of JSW Bengal Steel Limited is situated at JSW Centre, Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051, Maharashtra, India.

10. JSW Bengaluru Football Club Private Limited

Registered office

The registered office of JSW Bengaluru Football Club Private Limited is situated at 6 th Floor, Raheja Towers
(East) 26-27, M. G. Road, Bangalore – 560 001, Karnataka, India.

11. JSW Cement FZC

Registered office
The registered office of JSW Cement FZC is situated at PO Box 50492, Fujairah, UAE.

557
12. JSW Dharamtar Port Private Limited

Registered office

The registered office of JSW Dharamtar Port Private Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

13. JSW Global Business Solutions Limited

Registered office

The registered office of JSW Global Business Solutions Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

14. JSW GMR Cricket Private Limited

Registered office
The registered office of JSW GMR Cricket Private Limited is situated at 8B, Ground Floor, Tej Building
Bahadurshah Zafar Marg, Near ITO, Central Delhi – 110 002, India.

15. JSW IP Holdings Private Limited

Registered office
The registered office of JSW IP Holdings Private Limited is situated at JSW Centre, Bandra Kurla Complex
Bandra (East), Mumbai – 400 051, Maharashtra, India.

16. JSW Industrial Gases Limited

Registered office

The registered office of JSW Industrial Gases Limited is situated at JSW Centre, Bandra Kurla Complex
Bandra (East), Mumbai – 400 051, Maharashtra, India.

17. JSW International Tradecorp Pte Ltd.

Registered office:
The registered office of JSW International Tradecorp Pte Ltd. is situated at 9 Raffles Place, #20-01, Republic
Plaza, Singapore – 048 619.

18. JSW Jaigarh Port Limited

Registered office

The registered office of JSW Jaigarh Port Limited is situated at JSW Centre, Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051, Maharashtra, India.

19. JSW Living Private Limited

Registered office
The registered office of JSW Living Private Limited is situated at Jindal Mansion 5A, Dr. G. Deshmukh
Marg, Mumbai – 400 026, Maharashtra, India.
20. JSW One Distribution Limited
Registered office
The registered office of JSW One Distribution Limited is situated at 6 th Floor, JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.
21. JSW One Platforms Limited
Registered office

558
 The registered office of JSW One Platforms Limited is situated at 6th Floor, JSW Centre Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

22. JSW Paints Limited

Registered office
The registered office of JSW Paints Limited is situated at Jindal Mansion, 5A, Dr. G. Deshmukh Marg,
Mumbai – 400 026, Maharashtra, India.
23. JSW Power Trading Company Limited (formerly known as JSW Green Energy Limited)
Registered office
The registered office of JSW Power Trading Company Limited (formerly known as JSW Green Energy
Limited) is situated at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra,
India.
24. JSW Processors and Traders Private Limited
Registered office
The registered office of JSW Processors and Traders Private Limited is situated at Jindal Mansion, 5A, Dr.
G. Deshmukh Marg, Mumbai – 400 026, Maharashtra, India.
25. JSW Projects Limited

Registered office

The registered office of JSW Projects Limited is situated at JSW Centre, Bandra Kurla Complex, BKC,
Bandra (East), Mumbai – 400 051, Maharashtra, India.

26. JSW Realty & Infrastructure Private Limited

Registered office
The registered office of JSW Realty & Infrastructure Private Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.
27. JSW Renewable Energy (Cement) Limited
Registered office
The registered office of JSW Renewable Energy (Cement) Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra-(East), Mumbai – 400 051, Maharashtra, India.

28. JSW Severfield Structures Limited

Registered office
The registered office of JSW Severfield Structures Limited is situated at 07-08, B-wing, Ground Floor, Art
Guild House, Phoenix Market City, L.B.S Marg, Kurla (West), Kurla, Mumbai – 400 051, Maharashtra, India.

29. JSW Shipping & Logistics Private Limited

Registered office

The registered office of JSW Shipping & Logistics Private Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra-(East), Mumbai – 400 051, Maharashtra, India.

30. JSW Sports Private Limited

Registered office

The registered office of JSW Sports Private Limited is situated at JSW Centre, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051, Maharashtra, India.

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31. JSW Steel Coated Products Limited

Registered office

The registered office of JSW Steel Coated Products Limited is situated at JSW Centre Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051, Maharashtra, India.

32. JSW Steel (USA), Inc.

Registered office

The registered office of JSW Steel (USA), Inc. is situated at 5200 E McKinney Rd Ste 110 Baytown, TX,
77523-8291.
33. JSW Steel USA Ohio, Inc.
Registered office
The registered office of JSW Steel USA Ohio, Inc. is situated at 1500 Commercial Ave, Mingo Junction,
Ohio 48439, United States.
34. JSW Steel Limited

Registered office

The registered office of JSW Steel Limited is situated at JSW Centre Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051, Maharashtra, India.

35. JSW Structural Metal Decking Limited

Registered office

The registered office of JSW Structural Metal Decking Limited is situated at 501, 5 th Floor, Aiswarya
Business Plaza, Near Aiswarya Tower, CST Road, Kalina, Santacruz (East), Mumbai – 400 098, Maharashtra,
India.

36. JSW Techno Projects Management Limited

Registered office
The registered office of JSW Techno Projects Management Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

37. JSW Vijayanagar Metallics Limited

Registered office

The registered office of JSW Vijayanagar Metallics Limited is situated at 5 th Floor, JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

38. JTPM Metal Traders Private Limited

Registered office

The registered office of JTPM Metal Traders Private Limited is situated at JSW Centre, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

39. Mangalore Coal Terminal Private Limited

Registered office

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 The registered office of Mangalore Coal Terminal Private Limited is situated at Site Office Building Berth
No 5A & 6A, Mormugao Harbour, South Goa, Goa – 403 803, India.

40. Neotrex Steel Limited (formerly known as Neotrex Steel Private Limited)

Registered office

The registered office of Neotrex Steel Limited (formerly known as Neotrex Steel Private Limited) is situated
at JSW Centre, 6th Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.

41. Sapphire Airlines Private Limited

Registered office

The registered office of Sapphire Airlines Private Limited is situated at Jindal Mansion, 5A Dr. G. Deshmukh
Marg, Mumbai – 400 026, Maharashtra, India.

42. South-West Mining Limited

Registered office

The registered office of South-West Mining Limited is situated at JSW Mining Office, Vidyanagar Nagar,
Talur Cross, Bellary, Toranagallu – 583 275, Karnataka, India.

43. South-West Port Limited

Registered office

The registered office of South-West Port Limited is situated at Site Office Building, Berth No 5A & 6A,
Mormugao Harbour, South Goa, Goa – 403 803, India

44. Tranquil Homes and Holdings Private Limited

Registered office

The registered office of Tranquil Homes and Holdings Private Limited is situated at Jindal Mansion, 5A, Dr.
G Deshmukh Marg, Mumbai – 400 026, Maharashtra, India.

45. Windsor Residency Private Limited

Registered office

The registered office of Windsor Residency Private Limited is situated at Jindal Mansion, 5A, Dr. G
Deshmukh Marg, Mumbai – 400 026, Maharashtra, India.

Nature and extent of interest of Group Companies

In the promotion of our Company

None of our Group Companies have any interest in the promotion of our Company.

In the properties acquired by our Company in the past three years before filing this Draft Red Herring Prospectus
or proposed to be acquired by our Company

Except as disclosed below, none of our Group Companies are interested in the properties acquired by our
Company in the three years preceding the filing of this Draft Red Herring Prospectus or proposed to be acquired
by our Company:

JSW Projects Limited and our Company have entered into a lease deed dated October 23, 2023 under which JSW
Projects Limited has agreed to allot number of workspaces on quarterly basis, for period of 5 years for an annual

561
lease rent of ₹ 34.96 million with annual escalation of 5% and recovery of one time capex cost of ₹ 68.70 million
payable to JSW Projects Limited.

Tranquil Homes and Holdings Private Limited and our Company have entered into a lease deed dated July 6, 2022
under which our Company shall occupy space of 3,520 sq. feet for period of 60 months for a monthly lease rent
of ₹ 0.48 million subject to escalation of 10% on annual basis, payable to Tranquil Homes and Holdings Private
Limited.

JSW Realty & Infrastructure Private Limited and our Company have entered into a lease deed dated December 1,
2021 under which our Company shall occupy additional space of 16 flats/ houses for period of 23 years for a
monthly lease rent of ₹0.10 million payable to JSW Realty & Infrastructure Private Limited.

In transactions for acquisition of land, construction of building and supply of machinery, etc.

Except as disclosed below, none of our Group Companies are interested in any transactions for acquisition of land,
construction of building or supply of machinery, etc. entered into by our Company:

JSW Steel Limited and our Company have entered into a lease deed dated July 5, 2023 under which our Company
shall occupy space of 5-31-10 hectares, situate, lying and being at village kharkharavi, Taluka Pen, District Raigad
Maharashtra 402107, for period of 5 years for yearly lease rent of ₹ 26.80 million inclusive of applicable service
tax, cess etc, subject to escalation of 5% annually payable to JSW Steel Limited.

JSW Projects Limited and our Company have entered into a lease deed dated October 23, 2023 under which JSW
Projects Limited has agreed to allot number of workspaces on quarterly basis, for period of 5 years for an annual
lease rent of ₹ 34.96 million with annual escalation of 5% and recovery of one time capex cost of ₹ 68.70 million
payable to JSW Projects Limited.

Common pursuits

There are no common pursuits between our Group Companies and our Company, as on the date of this Draft Red
Herring Prospectus. We shall adopt necessary procedures and practices as permitted by law to address any
instances of conflict of interest, as and when they may arise.

Related business transactions within our Group Companies and significance on the financial performance
of our Company

Except the transactions disclosed in “Related Party Transactions” and “Restated Consolidated Financial
Information – Note 37 Related party disclosure as per Ind AS 24” on pages 494 and 447, there are no other related
business transactions with the Group Companies.

Litigation

Except for litigation involving JSW Energy Limited and JSW Steel Limited, there are no litigation proceedings
involving our Group Companies which may have a material impact on our Company. For details, see “Outstanding
Litigation and Material Developments – Litigation involving our Group Companies which may have a material
impact on our Company” on page 545.

Business interest of Group Companies

Except in the ordinary course of business and as stated in “Related Party Transactions” on page 494, none of our
Group Companies have any business interest in our Company.

Confirmations

Except as disclosed below, none of our Group Companies have its securities listed on any stock exchange:

Sr.
Group Company Listed securities
no.
1. JSW Steel Limited Equity shares listed on BSE and NSE, non-convertible debentures
listed on BSE and foreign currency bonds are listed on Singapore
Exchange Limited

562
 Sr.
Group Company Listed securities
no.
2. JSW Energy Limited Equity shares listed on BSE and NSE and non-convertible
debentures listed on BSE
3 JSW Infrastructure Limited Equity shares listed on BSE and NSE and senior secured notes listed
on India International Exchange (IFSC) Limited

Except JSW Infrastructure Limited, none of our Group Companies has made any public or rights issue (as defined
under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Draft Red Herring
Prospectus.

563
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

The Offer has been authorised pursuant to the resolution passed by our Board dated July 27, 2024 and resolution
of the IPO Committee dated August 13, 2024 and the Fresh Issue has been authorized by a special resolution of
our Shareholders dated July 30, 2024. Further, the IPO Committee has taken on record the consent and
authorisation of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution dated August
16, 2024.

This Draft Red Herring Prospectus has been approved by our Board, pursuant to a resolution dated August 12,
2024 for filing with SEBI and the Stock Exchanges.

The Equity Shares arising from conversion of the CCPS held by the respective Selling Shareholders and being
offered by the Selling Shareholders shall be eligible for being offered for sale in terms of the SEBI ICDR
Regulations. The Equity Shares proposed to be offered by the Selling Shareholders will be issued upon conversion
of the CCPS held by them as on date of this DRHP. The conversion of CCPS will be completed prior to filing the
Red Herring Prospectus with the Registrar of Companies in accordance with Regulation 5(2) and Regulation 8 of
the SEBI ICDR Regulations. For more details, see “Capital Structure” on page 109. Each of the Selling
Shareholders has severally and not jointly confirmed and approved its participation in the Offer for Sale and also
has authorized the sale of its portion of the Offered Shares in the Offer for Sale as set out below:

Date of board
Name of Selling Maximum number of Offered
approval/corporate Date of consent letter
Shareholder Shares
authorisation
AP Asia Opportunistic Up to [●] Equity Shares of face July 31, 2024 August 11, 2024
Holdings Pte. Ltd. ** value of ₹10 each aggregating up
to ₹ 9,375.00 million
Synergy Metals Up to [●] Equity Shares of face August 13, 2024 August 16, 2024
Investments Holding value of ₹10 each aggregating up
Limited** to ₹ 9,375.00 million
State Bank of India** Up to [●] Equity Shares of face July 16, 2024 August 16, 2024
value of ₹10 each aggregating up
to ₹ 1,250.00 million
Total Up to [●] Equity Shares of face
value of ₹10 each aggregating up
to ₹ 20,000 million
**160,000,000 CCPS of face value of ₹100 each, shall be converted into a maximum of 245,290,000 Equity Shares of face value of ₹10 each,
prior to filing of the Red Herring Prospectus, in accordance with Regulation 5(2) of the SEBI ICDR Regulations. The maximum number of
Equity Shares that the CCPS shall be converted into, has been determined basis the maximum shareholding percentage which can be held by
the shareholders of CCPS in our Company prior to the Issue as per the terms of the Share Subscription Agreements. The actual number of
Equity Shares that the CCPS will convert into shall be determined at the time of conversion, prior to the filing of the Red Herring Prospectus
with the RoC, in accordance with the terms of the CCPS. For details, see “Capital Structure – Terms of conversion of Preference shares” and
"History and Certain Corporate Matters - Shareholders’ agreements" on pages 113 and 304.

In-principle listing approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated [•] and [•], respectively.

Prohibition by SEBI, the RBI or other Governmental Authorities

Our Company, our Subsidiaries, our Directors, our Promoters (the persons in control of our Company and the
persons in control of our Corporate Promoter and our Promoter Trust) and the members of the Promoter Group
are not prohibited from accessing the capital markets and have not been debarred from buying, selling or dealing
in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or
any other authority/court.

Each of the Selling Shareholders severally and not jointly confirm, that it is not prohibited from accessing the
capital market or debarred from buying, selling, or dealing in securities under any order or direction passed by the
SEBI or any securities market regulator in any other jurisdiction or any other authority/court.

564
None of the companies with which our Promoter and Directors are associated with as promoters, directors or
persons in control have been debarred from accessing capital markets under any order or direction passed by SEBI
or any other authorities.

None of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers.

None of our Promoters or Directors have been declared as Fugitive Economic Offenders.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Each of our Company, our Promoters, the members of the Promoter Group and each of the Selling Shareholders
severally and not jointly, confirms that, as on the date of this Draft Red Herring Prospectus, it is in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them.

Directors associated with the securities market

Other than Sutapa Banerjee, who is a director on the board of directors of Axis Capital Limited, a SEBI registered
merchant banker, none of our Directors are, in any manner, associated with the securities market. Further, there
are no outstanding action(s) initiated by SEBI against the Directors of our Company in the five years preceding
the date of this Draft Red Herring Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is
in compliance with the conditions specified therein in the following manner:

• Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each), i.e., as at and for the Financial Years
2024, 2023 and 2022, of which not more than 50% of the net tangible assets are held as monetary assets;

• Our Company has an average operating profit of at least ₹150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), i.e., as at and for the Financial
Years 2024, 2023 and 2022, with operating profit in each of these preceding three years;

• Our Company has a net worth of at least ₹10 million in each of the preceding three full years (of 12 months
each), i.e., as at and for the Financial Years 2024, 2023 and 2022, calculated on a restated and consolidated
basis; and

• Our Company has not changed its name in the last one year.

Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profits and net worth, derived from the Restated Consolidated Financial Information included in this
Draft Red Herring Prospectus as at, and for the last three Fiscals are set forth below:

(in ₹ million, unless otherwise stated)

As at and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Restated net tangible assets (A)(1) 17,321.37 14,764.62 19,742.96
Restated monetary assets (B) (2) 2,681.72 529.60 5,341.86
Restated monetary assets, as a percentage of
Restated net tangible assets (in %) (C) = (B) / 15.48% 3.59% 27.06%
(A)*100
Pre-tax operating profit/ (loss), as restated(3) 5,725.70 2,895.89 5,164.26
Average operating profit/ (loss), as restated 4,595.28
Net worth, as restated(4) 24,646.81 22,921.00 21,306.53
* As per the report of factual findings in connection with agreed-upon procedures related to the statement on eligibility for Offer, issued by
our Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants dated August 14, 2024.
Notes:
(1)
Restated net tangible assets means the sum of all net assets of the Group, excluding intangible assets as defined in Indian Accounting
Standard (Ind AS) 38 - intangible assets, goodwill as defined in Ind AS 103 - Business combinations, right of use assets and lease liabilities
as defined in Ind AS 116 - leases and deferred tax assets and deferred tax liability as defined in Ind AS 12 - income taxes.

565
(2)
Restated monetary assets means cash in hand, balance with bank in current and deposit account (excluding earmarked deposits) and
investment in liquid mutual funds.
(3)
Pre-tax operating profit for this purpose means restated profit /(loss) before tax and excludes finance cost and other income.
(4)
Net-worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of
revaluation of assets, capital reserve, write-back of depreciation and amalgamation as on 31 March, 2024, 2023 and 2022. Therefore,
net worth for the group includes paid-up share capital, retained earnings, other comprehensive income and legal reserve.

Our Company has operating profits in each of the Fiscals 2024, 2023 and 2022 in terms of our Restated Financial
Information, as indicated in the table above.

Each of the Selling Shareholders has severally and not jointly confirmed its compliance with Regulation 8 of the
SEBI ICDR Regulations and approved its participation in the Offer for Sale in relation to its portion of the Offered
Shares.

Further, our Company confirms that it eligible to make the Offer in terms of Regulation 5 of the SEBI ICDR
Regulations, fulfils requirements set out in Regulation 7(1) of the SEBI ICDR Regulations and will ensure
compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent
applicable.

The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as
follows:

(a) none of our Company, our Promoters, members of our Promoter Group, our Directors or the Selling
Shareholders are debarred from accessing the capital markets by SEBI.

(b) none of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI.

(c) none of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.

(d) neither our Promoters nor any of our Directors are a fugitive economic offender (in accordance with Section
12 of the Fugitive Economic Offenders Act, 2018).

(e) other than outstanding options issued in terms of the ESOP Plans and the issued and subscribed CCPS, there
are no outstanding convertible securities of our Company or any other right which would entitle any person
with any option to receive Equity Shares of our Company as on the date of filing of this Draft Red Herring
Prospectus.

(f) our Company along with Registrar to the Offer has entered into tripartite agreements dated June 18, 2016
and March 20, 2024 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares.

(g) the Equity Shares of our Company held by the Promoters are in the dematerialised form.

(h) all the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares outstanding as on the
date of filing of this Draft Red Herring Prospectus.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded forthwith. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as
prescribed under applicable laws, and our Company shall be liable to pay interest on the application money in
accordance with applicable laws.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING

566
PROSPECTUS. THE BRLMs, BEING JM FINANCIAL LIMITED, AXIS CAPITAL LIMITED,
CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED, DAM CAPITAL ADVISORS
LIMITED, GOLDMAN SACHS (INDIA) SECURITIES PRIVATE LIMITED, JEFFERIES INDIA
PRIVATE LIMITED, KOTAK MAHINDRA CAPITAL COMPANY LIMITED AND SBI CAPITAL
MARKETS LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED
HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT
IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLMs ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND EACH OF THE SELLING
SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED AUGUST 16, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE
V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMs, ANY IRREGULARITIES OR LAPSES IN
THIS DRAFT RED HERRING PROSPECTUS.

All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red
Herring Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act.

Disclaimer from our Company, our Directors, the Selling Shareholders and the BRLMs

Our Company, the Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued
by or at our Company’s instance and anyone placing reliance on any other source of information, or the respective
websites of our Subsidiaries or of any of the Group Companies or of any of the Selling Shareholders, would be
doing so at his or her own risk.

Each of the Selling Shareholders, severally and not jointly, is providing information in this Draft Red Herring
Prospectus only in relation to itself as a selling shareholder and its respective portion of the Offered Shares, and
each of the Selling Shareholders, including its directors, partners, affiliates, associates and officers, accepts and/or
undertakes no responsibility for any statements made or undertakings provided, including without limitation, any
statement made by or in relation to our Company or its business, other than those specifically undertaken or
confirmed by it as a selling shareholder, in relation to itself and its portion of the Offered Shares in this Draft Red
Herring Prospectus.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will
be provided in the Underwriting Agreement.

All information shall be made available by our Company, the Selling Shareholders (to the extent the information
pertains to such Selling Shareholder and its portion of Offered Shares) and the BRLMs to the public and investors
at large and no selective or additional information would be available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at Bidding Centres or elsewhere.

Neither our Company nor the Selling Shareholders or any member of the Syndicate is liable for any failure in
uploading the Bids due to faults in any software/ hardware system or otherwise; the blocking of Bid Amount in
the ASBA Account on receipt of instructions from the Sponsor Bank(s) on account of any errors, omissions or
non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise,
in the UPI Mechanism.

567
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling
Shareholders, Underwriters and their respective directors, partners, designated partners, officers, agents, affiliates,
and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, the Selling Shareholders, Underwriters and their respective directors, partners, designated partners,
officers, agents, affiliates, employees and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, each of the Selling Shareholders and their respective
group companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or
may in the future engage, in commercial banking and investment banking transactions with our Company, the
Selling Shareholders and their respective group companies, affiliates or associates or third parties, for which they
have received, and may in the future receive, compensation.

Disclaimer in respect of jurisdiction

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai,
Maharashtra only.

This Offer is being made in India to persons resident in India who are competent to contract under the Indian
Contract Act, 1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate
bodies and societies registered under applicable laws in India and authorised to invest in equity shares, domestic
Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks,
cooperative banks (subject to permission from RBI) or systemically important NBFCs or trusts under applicable
trust law and who are authorised under their respective constitutions to hold and invest in equity shares, public
financial institutions as specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral
development financial institutions, state industrial development corporations, insurance companies registered with
IRDAI, provident funds (subject to applicable law) and pension funds registered with the Pension Fund Regulatory
and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and
Development Authority Act, 2013, National Investment Fund, insurance funds set up and managed by army, navy
or air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI, and permitted
Non-Residents including FPIs and Eligible NRIs, QIBs, AIFs, FVCIs and other eligible foreign investors, if any,
provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares.

This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to
Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is
required to inform himself or herself about, and to observe, any such restrictions. This Draft Red Herring
Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares offered in the Offer in
any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares offered in the Offer will
be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering
memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap
for the Offer, if the recipient is outside India.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Draft Red Herring Prospectus has been filed with the SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft
Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor the
offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change
in the affairs of our Company or the Selling Shareholders since the date of this Draft Red Herring Prospectus or
that the information contained herein is correct as of any time subsequent to this date.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law.

No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the

568
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Offer have not been, and will not be, registered under 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 state securities laws. Accordingly, the Equity Shares are
being offered and sold (i) within the United States only to U.S. QIBs in transactions exempt from, or not subject
to, the registration requirements of the U.S. Securities Act, and (ii) outside the United States in “offshore
transactions” as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdiction where those offers and sales occur. For the avoidance of doubt, the term “U.S. QIBs” does
not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this
Pre-filed Draft Red Herring Prospectus as “QIBs”.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the
United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements
of the U.S. Securities Act unless made pursuant to Rule 144A under the U.S. Securities Act or another available
exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable
securities laws of any state or other jurisdiction of the United States.

Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer within the United States, by its
acceptance of the Red Herring Prospectus, Prospectus and of the Equity Shares, will be deemed to have
acknowledged, represented and warranted to and agreed with our Company, the Selling Shareholders and the
BRLMs that it has received a copy of the Red Herring Prospectus and Prospectus and such other information as
it deems necessary to make an informed investment decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and accordingly, 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;

3. the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from or
not subject to the registration requirements of the U.S. Securities Act, and (iii) is acquiring such Equity Shares
for its own account or for the account of one or more U.S. QIBs with respect to which it exercises sole
investment discretion;

4. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

5. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged
or otherwise transferred, only (A) (i) to a person whom the beneficial owner and/or any person acting on its
behalf reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A under the
U.S. Securities Act, or (ii) in an “offshore transaction” complying with Regulation S under the U.S. Securities
Act; and (B) in accordance with all applicable laws, including the state securities laws in the United States.
The purchaser understands that the transfer restrictions will remain in effect until our Company determines,
in its sole discretion, to remove them;

6. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities
Act and no representation is made as to the availability of the exemption provided by Rule 144 under the U.S.
Securities Act for resales of any such Equity Shares;

569
7. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility
established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility,
so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S.
Securities Act;

8. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the U.S.
Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule
405 of the U.S. Securities Act), will make any “directed selling efforts” (as that term is defined in Regulation
S under the U.S. Securities Act) in the United States with respect to the Equity Shares or any form of “general
solicitation” or “general advertising” (as defined in Regulation D under the U.S. Securities Act) in connection
with any offer or sale of the Equity Shares;

9. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND 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 ACCORDINGLY, THE EQUITY SHARES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED (1) WITHIN THE UNITED STATES,
SOLELY TO A PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT OR ANOTHER
EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (2) OUTSIDE THE UNITED STATES IN
AN “OFFSHORE TRANSACTION” AS DEFINED IN AND IN COMPLIANCE WITH
REGULATION S UNDER THE U.S. SECURITIES ACT, AND THE APPLICABLE LAWS OF THE
JURISDICTIONS WHERE THOSE OFFERS AND SALES OCCUR.”

10. Our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other
than in compliance with the above-stated restrictions; and

11. The purchaser acknowledges that our Company, the Selling Shareholders, the BRLMs, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations
and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed
to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company and the BRLMs, and if it is acquiring any of such Equity Shares as a fiduciary or agent
for one or more accounts, it represents that it has sole investment discretion with respect to each such account
and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf
of such account.

All Other Equity Shares Offered and Sold in the Offer

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer outside the United States, by its
acceptance of the Red Herring Prospectus, Prospectus and of the Equity Shares offered pursuant to the Offer, will
be deemed to have acknowledged, represented and warranted to and agreed with our Company, the Selling
Shareholders and the BRLMs that it has received a copy of the Red Herring Prospectus, Prospectus and such other
information as it deems necessary to make an informed investment decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state of or other
jurisdiction of the United States and accordingly, may not be offered, resold, pledged or transferred within
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration

570
 requirements of the U.S. Securities Act;

3. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction meeting
the requirements of Rule 903 of Regulation S under the U.S. Securities Act;

4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares
offered pursuant to the Offer, was located outside the United States at the time (i) the offer for such Equity
Shares was made to it and (ii) when the buy order for such Equity Shares was originated and continues to be
located outside the United States and has not purchased such Equity Shares for the account or benefit of any
person in the United States or entered into any arrangement for the transfer of such Equity Shares or any
economic interest therein to any person in the United States;

5. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged
or otherwise transferred only (A) (i) to a person whom the beneficial owner and/or any person acting on its
behalf reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A, or (ii) in an
offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and
(B) in accordance with all applicable laws, including the securities laws of the States of the United States.
The purchaser understands that the transfer restrictions will remain in effect until our Company determines,
in its sole discretion, to remove them;

7. neither the purchaser nor any of its affiliates, nor any person acting on behalf of the purchaser or any of its
affiliates, is acquiring the Equity Shares as a result of any “directed selling efforts” as defined in Regulation
S under the U.S. Securities Act in the United States with respect to the Equity Shares;

8. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determine otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE
SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
U.S. SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE U.S. SECURITIES ACT, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES.”

9. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other
than in compliance with the above-stated restrictions; and

10. the purchaser acknowledges that our Company, the Selling Shareholders, the BRLMs, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations
and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed
to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company and the BRLMs, and if it is acquiring any of such Equity Shares as a fiduciary or agent
for one or more accounts, it represents that it has sole investment discretion with respect to each such account
and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf
of such account.

Our Company, the Selling Shareholders, the BRLMs and their affiliates, and others will rely upon the truth and
accuracy of the foregoing representation, acknowledgement and agreement.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of

571
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in
the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or
any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act.

Disclaimer clause of BSE Limited

As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.

Disclaimer clause of National Stock Exchange of India Limited

As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.

Listing

The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on
BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an
official quotation of the Equity Shares being offered and transferred in the Offer and [•] will be the Designated
Stock Exchange, with which the Basis of Allotment will be finalised for the Offer.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the
completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock
Exchanges are taken within three Working Days from the Bid/Offer Closing Date or such period as may be
prescribed by SEBI.

The Company shall refund the money raised in the Offer, together with any interest on such money as required
under applicable laws, to the Bidders if required to do so for any reason under applicable laws, including due to
failure to obtain listing or trading approval or pursuant to any direction or order of SEBI or any other governmental
authority. Each Selling Shareholder shall be, severally and not jointly, liable to refund money raised in the Offer,
only to the extent of its Offered Shares, together with any interest on such amount as per applicable laws. Provided
that the Selling Shareholders shall not be liable or responsible to pay such interest unless such delay is solely and
directly attributable to an act or omission of such Selling Shareholder.

Each of the Selling Shareholders undertake to provide such reasonable assistance as may be requested by our
Company, to the extent such assistance is required from it in relation to its Offered Shares to facilitate the process
of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed
by the SEBI.

Consents

Consents in writing of (a) each of the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, legal counsel to our Company, the BRLMs, the Registrar to the Offer, lenders to our Company (wherever
applicable), CRISIL MI&A, Chartered Engineer, Mining Geologist, independent chartered accountant, in their
respective capacities have been obtained; and consents in writing of (b) the Syndicate Members, Monitoring
Agency, Sponsor Bank(s), Escrow Collection Bank(s), Public Offer Account Bank(s) and Refund Bank(s) to act
in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the
RoC as required under the Companies Act and such consents obtained under (a) have not be withdrawn as on the
date of this Draft Red Herring Prospectus.

Experts

Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red
Herring Prospectus:

572
Our Company has received the written consent dated August 14, 2024 from our Statutory Auditors, M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, to include their name as required under section 26 (1) of the
Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert”
as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditors, and in respect of their (i) examination report dated August 12, 2024 on the Restated Consolidated
Financial Information; and (ii) the statement of special tax benefits available to the Company and its shareholders,
under the direct and indirect tax laws in India dated August 14, 2024, included in this Draft Red Herring Prospectus
and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term
“expert” and “consent” does not represent an “expert” or “consent” within the meaning under the U.S. Securities
Act.

Our Company has also received written consent dated August 16, 2024, from the independent chartered
accountant, namely Shah Gupta & Co, Chartered Accountants, having firm registration number 109574W, holding
a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies
Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined
under Section 2(38) of Companies Act, 2013 in respect of the certificates and the statement of special benefits
available to our Material Joint Venture issued by them in their capacity as an independent chartered accountant to
our Company.

Our Company has also received written consent dated August 14, 2024, from Holtec Consulting Private Limited,
to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies
Act, 2013 in respect of the Project Report.

Our Company has also received written consent dated August 16, 2024, from the Chartered Engineer, namely
Kondru Dhanapathi Rao, to include his name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section
2(38) of Companies Act, 2013 in relation to the certificate dated August 16, 2024, certifying inter alia authorised
installed capacity and capacity utilisation of our facilities.

Our Company has also received written consent dated August 16, 2024, from the Mining Geologist, namely
Vallabh Tarun Chander, to include his name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section
2(38) of Companies Act, 2013 in relation to the certificate dated August 16, 2024, certifying inter alia the residual
reserves of our limestone and dolomite mines.

Our Company has also received written consent dated August 16, 2024, from the Coal Consultant, namely Min
Mec Consultancy Private Limited, to include their name as required under Section 26(5) of the Companies Act,
2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and as an ‘expert’ as defined under
Section 2(38) of Companies Act, 2013 in relation to the certificate dated August 16, 2024 certifying inter alia the
residual reserves of our coal mines.

Our Company has received a written consent dated August 16, 2024, from the Practising Company Secretary,
namely, S.K. Jain & Company, having the membership number 3076, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus
and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013, in respect of certificates issued by
them in their capacity as the independent practising company secretary to our Company, and such consent has not
been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.

Particulars regarding public or rights issues by our Company during the last five years and performance
vis-à-vis objects
Our Company has not made any public or rights issues (as defined under the SEBI ICDR Regulations) during the
five years preceding the date of this Draft Red Herring Prospectus.

Performance vis-à-vis objects – public/ rights issue of listed subsidiaries/ promoters

Other than a rights issue of the fully paid-up equity shares of our listed Subsidiary, Shiva Cement Limited
(“SCL”), it has not undertaken any public/ rights issue of its equity shares in the preceding five years and the

573
stated objects in the letter of offer dated 28 March 2024 filed by SCL in relation to its rights issue, are proposed
to be met over the financial year ending March 31, 2025. Other than Shiva Cement Limited, our Company does
not have any other listed subsidiary. Further, the securities of our Corporate Promoter are unlisted.

Commission, brokerage and selling commission paid on previous issues of the Equity Shares

Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the
five years preceding the date of this Draft Red Herring Prospectus.

Particulars regarding capital issues by our Company and listed Group Companies, Subsidiaries or
Associate during the previous three years

Our Company and Associate have not made any capital issues during the three years preceding the date of this
Draft Red Herring Prospectus.

Except as disclosed below, our Subsidiaries and our listed Group Companies, have not undertaken any capital
issue in the last three years preceding the date of this Draft Red Herring Prospectus:

Capital issuance
Capital issuance
Capital issuance by by JSW
Particulars by JSW Energy
Shiva Cement Limited Infrastructure
Limited
Limited
Year of issue 2024 2024 2023
Type of issue Rights issue Qualified Initial public offer
institutions
placement
Amount of issue (in ₹ million) ₹ 4,000 million ₹ 50,000 million ₹ 28,000 million
Issue price (in ₹) ₹ 40 per equity share ₹ 485 per equity ₹ 119 per equity
share share
Date of closure of issue May 6, 2024 April 5, 2024 September 28, 2023
Date of allotment and credit of securities Date of allotment – May Date of allotment – Date of allotment –
to dematerialized account of investors 13, 2024 April 5, 2024 September 29, 2024

Date of credit of Date of credit of Date of credit of

securities – May 14, securities – April 8, securities –
2024 2024 September 29, 2024
Date of completion of the project, where NA NA In progress
the object of the issue was financing the
project
Rate of dividend paid Nil NA ₹ 0.55 per equity
share

Exemption from complying with any provisions of securities laws, if any, granted by Securities Exchange
Board of India

Our Company has not applied for or received any exemption from the SEBI from complying with any provisions
of securities laws, as on the date of this Draft Red Herring Prospectus.

574
 Price information of past issues handled by the BRLMs

A. JM Financial Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) overseen by JM Financial Limited:

+/- % change in closing +/- % change in closing +/- % change in closing

Opening
Issue price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. Issue Size Listing price on
Issue name price closing benchmark] - closing benchmark] - closing benchmark] -
No. (` million) Date Listing Date
(`) 30th calendar days from 90th calendar days from 180th calendar days from
(in `)
listing listing listing
1. Brainbees Solutions Limited*11 41,937.28 465.00 August 13,2024 651.00 Not Applicable Not Applicable Not Applicable
2. Ceigall India Limited*10 12,526.63 401.00 August 08, 2024 419.00 Not Applicable Not Applicable Not Applicable
3. Stanley Lifestyles Limited# 5370.24 369.00 June 28, 2024 499.00 55.96% [2.91%] Not Applicable Not Applicable
4. Le Travenues Technology Limited# 7401.02 93.00 June 18, 2024 135.00 86.34% [4.42%] Not Applicable Not Applicable
5. TBO Tek Limited* 15,508.09 920.00 May 15, 2024 1,426.00 69.94% [5.40%] 84.90% [9.67%] Not Applicable
6. Gopal Snacks Limited# 9 6,500.00 401.00 March 14, 2024 350.00 -18.13% [1.57%] -19.35% [4.60%] Not Applicable
7. GPT Healthcare Limited# 5,251.40 186.00 February 29, 2024 216.15 -5.13% [1.59%] -20.67% [3.68%] Not Applicable
8. Juniper Hotels Limited* 18,000.00 360.00 February 28, 2024 365.00 43.76% [1.71%] 21.22% [4.47%] Not Applicable
9. Entero Healthcare Solutions Limited# 16,000.00 1,258.00 February 16, 2024 1,245.00 -19.65% [0.30%] -19.84% [0.77%] -2.19% [9.02%]
8

10. Rashi Peripherals Limited# 6,000.00 311.00 February 14, 2024 335.00 -0.77% [1.77%] 1.06% [1.33%] 37.28% [10.98%]
Source: www.nseindia.com and www.bseindia.com
#
BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock
Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180 th calendar day has been taken
a listing date plus 179 calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 7 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 119 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
9. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 44 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.

575
 2. Summary statement of price information of past issues handled by JM Financial Limited:

Nos. of IPOs trading at discount Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at premium
Total
Total funds on as on 30th calendar days premium on as on 30th calendar discount as on 180th calendar as on 180th calendar days from
Financial no.
raised from listing date days from listing date days from listing date listing date
Year of
(` Millions) Over Between Less than Between Less than Over Between Less than Over Between Less than
IPOs Over 50%
50% 25% - 50% 25% 25%-50% 25% 50% 25%-50% 25% 50% 25%-50% 25%
2024-2025 5 82,743.26 - - - 3 - - - - - - - -
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 4 7 5 5
2022-2023 11 3,16,770.53 - 1 3 - 5 2 - 2 2 2 3 2

B. Axis Capital Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Axis Capital Limited:

+/- % change in +/- % change in +/- % change in

closing price, [+/- closing price, [+/- closing
% change in % change in price, [+/- %
Opening price on
Sr. Issue size Issue closing closing change in
Issue name Listing date listing date
No. (₹ millions) price (₹) benchmark]- benchmark]- closing
(in ₹)
30th 90th benchmark]-
calendar days calendar days 180th calendar
from listing from listing days from listing
1 Ola Electric Mobility Limited(2)# 61,455.59 76.00 9-Aug-24 91.20 - - -
Akums Drugs and Pharmaceuticals Limited @
2 (2) 18,567.37 679.00 6-Aug-24 725.00 - - -

3 Emcure Pharmaceuticals Limited^ (2) 19,520.27 1,008.00 10-Jul-24 1,325.05 +27.94%, [-0.85%] - -
4 Stanley Lifestyles Limited(1) 5,370.24 369.00 28-Jun-24 499.00 +55.96%, [+2.91%] - -
5 Le Travenues Technology Limited(1) 7,401.02 93.00 18-Jun-24 135.00 +86.34%, [+4.42%] - -
6 Awfis Space Solutions Limited*(2) 5,989.25 383.00 30-May-24 435.00 +34.36%, [+6.77%] - -
7 Go Digit General Insurance Limited(2) 26,146.46 272.00 23-May-24 286.00 +22.83%, [+2.32%] - -
8 TBO Tek Limited(2) 15,508.09 920.00 15-May-24 1,426.00 +69.94%, [+5.40%] +84.90%, [+9.67%] -
9 Bharti Hexacom Limited(1) 42,750.00 570.00 12-Apr-24 755.20 +58.25%, [-2.13%] +85.03%, [+7.65%] -
10 Gopal Snacks Limited! (1) 6,500.00 401.00 14-Mar-24 350.00 -18.13%, [+1.57%] -19.35%, [+4.60%] -
Source: www.nseindia.com and www.bseindia.co
(1)
BSE as Designated Stock Exchange
(2)
NSE as Designated Stock Exchange
#
Offer Price was ₹ 69.00 per equity share to Eligible Employees
@
Offer Price was ₹ 615.00 per equity share to Eligible Employees
^ Offer Price was ₹ 918.00 per equity share to Eligible Employees
*
Offer Price was ₹ 347.00 per equity share to Eligible Employees
!
Offer Price was ₹ 363.00 per equity share to Eligible Employees

576
 Notes:
a. Issue Size derived from Prospectus/final post issue reports, as available.
b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

2. Summary statement of price information of past issues handled by Axis Capital Limited:

Nos. of IPOs trading at discount on as Nos. of IPOs trading at premium on as Nos. of IPOs trading at discount as on Nos. of IPOs trading at premium
on 30th calendar days from on 30th calendar days from 180th calendar days from as on 180th calendar days from
Total no. Total funds
Financial listing date listing date listing date listing date
of raised
Year Less Less Less Less
IPOs (₹ in Millions) Between Between Between Between
Over 50% than Over 50% than Over 50% than Over 50% than
25%-50% 25%-50% 25%-50% 25%-50%
25% 25% 25% 25%
2024-2025* 9 2,02,708.29 - - - 4 2 1 - - - - - -
2023-2024 18 218,638.22 - - 4 2 6 6 - - 2 7 4 4
2022-2023 11 279,285.39 - 1 6 - 2 2 - 2 5 - 3 1
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

C. Citigroup Global Markets India Private Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Citigroup Global Markets
India Private Limited:
+/- % change in +/- % change in +/- % change in
closing price, [+/- closing price, [+/- closing price, [+/- %
Opening price
Sr. Issue size Issue price % change in closing % change in closing change in closing
Issue name Listing date on listing date
No. (₹ million) (₹) benchmark]- 30th benchmark]- 90th benchmark]- 180th
(in ₹)
calendar days from calendar days from calendar days from
listing listing listing
1. Ola Electric Mobility Limited 61,456.59 76.00 August 09, 2024 76.00 NA NA NA
2. Akums Drugs and 18,567.37 679.00 August 06, 2024 725.00 NA NA NA
Pharmaceuticals Ltd
3. Aadhar Housing Finance Limited 30,000.00 315.00 May 15, 2024 315.00 +25.56% [+5.40%] +33.70% [+9.67%] NA
4. Indegene Limited 18,417.59 452.00 May 13, 2024 655.00 +24.28% [+5.25%] +26.60% [+9.11%] NA
5. India Shelter Finance Corporation 12,000.00 493.00 December 20, 620.00 +17.64% [+1.48%] +10.50% [+4.28%] +41.91% [+10.95%]
Limited 2023
6. Tata Technologies Limited 30,425.14 500.00 November 30, 1,200.00 +136.03% [+7.94%] +115.15% +118.17%[+13.90%]
2023 [+10.26%]
7. Honasa Consumer Limited 17,014.40 324.00 November 7, 2023 330.00 +17.58% [+7.89%] 34.77% [+12.61%] +29.68% [+15.81%]
8. R. R. Kabel Limited 19,640.10 1,035.00 September 20, 1,179.00 +34.45% [-1.75%] +66.44% [+6.76%] +36.22% [+8.75%]
2023

577
 +/- % change in +/- % change in +/- % change in
closing price, [+/- closing price, [+/- closing price, [+/- %
Opening price
Sr. Issue size Issue price % change in closing % change in closing change in closing
Issue name Listing date on listing date
No. (₹ million) (₹) benchmark]- 30th benchmark]- 90th benchmark]- 180th
(in ₹)
calendar days from calendar days from calendar days from
listing listing listing
9. Concord Biotech Limited 15,505.21 741.00 August 18, 2023 900.05 +36.82% [+4.57%] +83.91% [+1.89%] +88.78% [+12.60%]
10. Delhivery Limited 52,350.0 487.00 May 24, 2022 495.20 +3.49% [-4.41%] +17.00% [+10.13%] -27.99% [+13.53%]
11. Life Insurance Corporation of India 205,572.3 949.00 May 17, 2022 872.00 -27.24% [-3.27%] -28.12% [+9.47%] -33.82% [+13.76%]
Notes:
1. Benchmark index basis designated stock exchange.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs. Issue Price. % change in closing benchmark index is calculated based on closing index on listing day
vs. closing index on 30th / 90th / 180th calendar day from listing day.
3.30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case closing
price on designated stock exchange of a trading day immediately prior to the 30th / 90th / 180th day, is considered.

2. Summary statement of price information of past issues handled by Citigroup Global Markets India Private Limited.

No. of IPOs trading at discount No. of IPOs trading at No. of IPOs trading at discount No. of IPOs trading at
Total
– 30th calendar days from premium – 30th calendar days – 180th calendar days from premium – 180th calendar days
Total amount of
Financial listing from listing listing from listing
no. of funds
Year Less Less Less Less
IPOs raised Over Between 25- Over Between 25- Over Between 25- Over Between 25-
than than than than
(₹mn.) 50% 50% 50% 50% 50% 50% 50% 50%
25% 25% 25% 25%
2024-25 4 66,984.96 - - - - 1 1 - - - - - -
2023-24 5 94,584.85 - - - 1 2 2 - - - 2 3 -
2022-23 2 257,922.30 - 1 - - - 1 - 2 - - - -

Source: www.nseindia.com
Notes:
1. The information is as on the date of the document.
2. The information for each of the Financial Years is based on issues listed during such Financial Year.
3. Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

578
D. DAM Capital Advisors Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by DAM Capital Advisors
Limited:

+/- % change in +/- % change in

+/- % change in
closing price, [+/- closing price, [+/-
closing price, [+/- %
Issue Opening price % change in % change in
Sr. Issue size change in closing
Issue name price Listing date on listing date closing closing
No. (₹ millions) benchmark]- 30th
(₹ ) (in ₹) benchmark]- 90th benchmark]- 180th
calendar day from
calendar day from calendar day from
listing
listing listing
7,450.00 256.00 July 356.00 +37.40%, Not applicable Not applicable
Bansal Wire Industries
1 10, 2024 [-0.85%]
Limited(1)
Le Travenues 7,401.02 93.00 June 135.00 +86.34%, Not applicable Not applicable
2
Technology Limited(2) 18, 2024 [+4.42%]
Entero 16,000.00 1,258.00# February 16, 1,245.00 -19.65%, -19.84% -2.19%,
Healthcare 2024 [+0.30%] [+0.77%] [+9.02%]
3
Solutions
Limited(2)
5230.70 468.00 February 14, 435.00 -25.25%, -26.09%, -31.44%,
Capital Small Finance
4 2024 [+1.77%] [+1.33%] [+10.98%]
Bank Limited(2)
6,400.53 230.00 January 30, 225.00 -19.96%, -9.76%, +14.04%,
5 Epack Durable Limited(2)
2024 [+1.64%] [+3.64%] [+14.33%]
Credo Brands Marketing 5,497.79 280.00 December 27, 282.00 -9.89%, -35.86%, -39.34%,
6
Limited(2) 2023 [-1.86%] [+1.10%] [+7.18%]
ESAF Small Finance 4,630.00 60.00$ November 10, 71.90 +12.87%, +31.18%, +0.77%,
7
Bank Limited(2) 2023 [+ 7.58%] [+11.17%] [+13.26%]
JSW Infrastructure 28,000.00 119.00 October 3, 143.00 +41.34%, +75.04%, +106.30%,
8
Limited(2) 2023 [-2.93%] [+10.27%] [+12.42%]
7,750.00 142.00 September 28, 130.00 -11.06%, -0.21%, +7.64%.
9 Yatra Online Limited(2)
2023 [-2.63%] [+8.90%] [+11.18%]
10 Rishabh Instruments 4,907.83 441.00 September 11, 460.05 +20.12%, +13.24%, +5.94%,
Limited(1) 2023 [-1.53%] [+4.87%] [+12.49%]
Source: www.nseindia.com and www.bseindia.com
$
A discount of ₹ 5 per equity share was provided to eligible employees bidding in the employee reservation portion.
#
A discount of ₹ 119 per equity share was provided to eligible employees bidding in the employee reservation portion
(1) NSE was the designated stock exchange for the said issue.
(2) BSE was the designated stock exchange for the said issue.

579
 Notes:
1. Issue size derived from prospectus / basis of allotment advertisement, as applicable
2. Price on NSE or BSE is considered for the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
3. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs
closing index on 30th/ 90th / 180th calendar day from listing day.
4. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
5. The Nifty 50 or S&P BSE SENSEX index is considered as the benchmark index as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
6. Not applicable – Period not completed

2. Summary statement of price information of past issues handled by DAM Capital Advisors Limited:

Nos. of IPOs trading at discount - as Nos. of IPOs trading at Nos. of IPOs trading at discount - Nos. of IPOs trading at premium
on 30th calendar days from listing premium - as on 30th calendar as on 180th calendar days from - as on 180th calendar days from
Total Total funds
Financial date days from listing date listing date listing date
no. of raised (₹ in
Year Less Less Less
IPOs millions) Between Over Between Over Between Less than Over Between
Over 50% than than than
25%-50% 50% 25%-50% 50% 25%-50% 25% 50% 25%-50%
25% 25% 25%
2024-25 2 14,851.02 - - - 1 1 - - - - - - -
2023-24 9 87,066.85 - 1 5 - 1 2 - 2 1 1 - 5
2022-23 4 32,735.54 - 1 1 - 1 1 - 1 1 1 - 1
Source: www.nseindia.com and www.bseindia.com
Notes:
1. The information is as on the date of this offer document
2. The information for each of the financial years is based on issues listed during such financial year.
3. Since 30 or 180 calendar days from listing date has not elapsed for few issues, hence data for same is not available.

E. Goldman Sachs (India) Securities Private Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Goldman Sachs (India)
Securities Private Limited:

+/- % change in +/- % change in +/- % change in

Opening closing price, [+/- % closing price, [+/- % closing price, [+/- %
Issue size Issue price price on change in closing change in closing change in closing
S. No. Issue name Listing date
(₹ million) (₹) listing date benchmark]- 30th benchmark]- 90th benchmark]- 180th
(in ₹) calendar days from calendar days from calendar days from
listing listing listing
1. Ola Electric Mobility Limited 61,455.59 76 Aug 09, 2024 76.00 NA NA NA
2. TBO Tek Limited 15,508.09 920 May 15, 2024 1,426.00 +69.94% / [+5.40]% +84.90% / [+9.67]% NA
3. Life Insurance Corporation of 205,572.31 949 May 17, 2022 872.00 -27.28% / [-3.49]% -28.09%/[8.85%] -33.86%/[12.86%]
India1
Source: www.nseindia.com; www.bseindia.com

580
 Notes:
1. Discount of ₹ 45 per equity share offered to eligible employees and retail individual bidders. Discount of ₹60 per equity share offered to eligible policyholders. All calculations are based on issue price of
₹949.00 per equity share.
2. All data sourced from www.nseindia.com
3. Benchmark index considered is NIFTY 50
4. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered
the closing data of the preceding trading day

2. Summary statement of price information of past issues handled by Goldman Sachs (India) Securities Private Limited:

No. of IPOs trading at

Nos. of IPOs trading at discount Nos. of IPOs trading at Nos. of IPOs trading at premium as
Total amount discount as on 180th
on as on 30th calendar days premium on as on 30th calendar on 180th calendar days from listing
Total of funds calendar days from listing
Financial from listing date days from listing date date
no. of raised date
Year
IPOs (₹ in Less Less Less Between Less
Over Between Over Between Between Over
millions) than than Over 50% than 25%- than
50% 25%-50% 50% 25%-50% 25%-50% 50%
25% 25% 25% 50% 25%
2024-2025 2 76,963.68 NA NA NA 1 NA NA NA NA NA NA NA NA
2023-2024 0 -- - - - - - - - - - - -
2022-2023 1 205,572.31 - 1 - - - - - 1 - - - -
1. The information is as on August 15, 2024.
2. The information for each of the financial years is based on issues listed during such financial year.

F. Jefferies India Private Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Jefferies India Private
Limited:

+/- % change
in closing
price, [+/- %
Opening +/- % change in closing +/- % change in closing price,
change in
S. Issue Size Issue price Price on price, [+/- % change in [+/- % change in closing
Issue Name Listing Date closing
No. (₹ million) (₹) listing date closing benchmark]- 30 th th
benchmark]- 90 calendar days
benchmark]-
(in ₹) calendar days from listing from listing
180th calendar
days from
listing
1 Emcure Pharmaceuticals Limited^^ 19,520.27 1,008.00 July 10, 2024 1,325.05 +27.94% [-0.85%] NA NA
2 TBO Tek Limited^^ 15,508.09 920.00 May 15, 2024 1,426.00 +69.94% [+5.40%] +84.90% [+9.67%] NA
3 Entero Healthcare Limited^ 16,000.00 1,258.00* February 16, 2024 1,149.50 -19.65% [+0.30%] -19.84% [+0.77%] -2.19% [+9.02%]
4 Concord Biotech Limited^^ 15,505.21 741.00** August 18, 2023 900.05 +36.82% [+4.57%] +83.91% [+1.89%] +88.78%
[+12.60%]

581
 +/- % change
in closing
price, [+/- %
Opening +/- % change in closing +/- % change in closing price,
change in
S. Issue Size Issue price Price on price, [+/- % change in [+/- % change in closing
Issue Name Listing Date closing
No. (₹ million) (₹) listing date closing benchmark]- 30th benchmark]- 90th calendar days
benchmark]-
(in ₹) calendar days from listing from listing
180th calendar
days from
listing
5 Mankind Pharma Limited^^ 43,263.55 1,080.00 May 9, 2023 1,300.00 +37.61% [+2.52%] +74.13% [+6.85%] +64.36%
[+5.28%]
6 KFin Technologies^^ 15,000.00 366.00 December 29, 2022 367.00 -13.55% [-3.22%] -24.56% [-6.81%] -4.48% [+2.75%]
7 Global Health Limited^^ 22.055.70 336.00 November 16, 2022 401.00 +33.23% [-0.03%] +35.94% [-3.47%] +61.67% [-
0.52%]
Not Applicable – Period not completed
^ BSE as designated stock exchange
^^NSE as designated stock exchange

i. *- A Discount of ₹ 119 per equity was offered to eligible employees bidding in the employee reservation portion.
ii. ** - A Discount of ₹ 70 per equity was offered to eligible employees bidding in the employee reservation portion.

2. Summary statement of price information of past issues handled by Jefferies India Private Limited:

Fiscal Total Total amount No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium -
no. of of funds calendar days from listing calendar days from listing calendar days from listing 180th calendar days from listing
IPOs raised Over Between 25- Less than Over 50% Between 25- Less than Over 50% Between 25- Less than Over Between Less than
(₹ Mn.) 50% 50% 25% 50% 25% 50% 25% 50% 25-50% 25%
2024 – 2025* 2 35,028.36 - - - 1 1 - - - - - - -
2023 – 2024 3 74,768.76 - - 1 - 2 - - - - 2 - -
2022 – 2023 2 37.055.70 - - 1 - 1 - - - 1 1 - -
* This data covers issues up to YTD
The information for each of the financial years is based on issues listed during such financial year.

Notes:

1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the
respective Issuer Company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30 th, 90th, 180th calendar day is a holiday, in which case we have
considered the closing data of the previous trading day

582
G. Kotak Mahindra Capital Company Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Kotak Mahindra Capital
Company Limited:
+/- % change in closing +/- % change in closing price, +/- % change in closing
Opening price
Issue size Issue price price, [+/- % change in [+/- % change in closing price, [+/- % change in
S. No. Issue name Listing date on listing date
(₹ million) (₹) closing benchmark]- 30th benchmark]- 90th calendar closing benchmark]- 180th
(in ₹)
calendar days from listing days from listing calendar days from listing
1. Brainbees Solutions Limited 41,937.28 4651 August 13, 2024 Not applicable Not applicable Not applicable
651.00
2. Ola Electric Mobility Limited 61,455.59 762 August 9, 2024 76.00 Not applicable Not applicable Not applicable
3. Emcure Pharmaceuticals Limited 19,520.27 1,0083 July 10, 2024 1,325.05 +28.45%, [-1.36%] Not applicable Not applicable
4. Aadhar Housing Finance Limited 30,000.00 3154 May 15, 2024 315.00 +25.56%, [+5.40%] +33.89%, [+9.67%] Not applicable
5. Indegene Limited 18,417.59 4525 May 13, 2024 655.00 +24.28%, [+5.25%] +26.86%, [+10.24%] Not applicable
India Shelter Finance Corporation
6. 12,000.00 493 December 20, 2023 620.00 +17.64%, [+1.48%] +10.50%, [+4.28%] +41.91%, [+10.95%]
Limited
7. Honasa Consumer Limited 17,014.40 3246 November 7, 2023 330.00 +17.58%, [+7.89%] +34.77%, [+12.61%] +29.68%, [+15.81%]
8. Cello World Limited 19,000 6487 November 6, 2023 829.00 +21.92%, [+7.44%] +32.99%, [+12.58%] +40.57%, [+15.78%]
9. Blue Jet Healthcare Limited 8,402.67 346 November 1, 2023 380.00 +4.08%, [+6.02%] +10.10%, [+14.47%] +11.16%, [+18.07%]
10. JSW Infrastructure Limited 28,000.00 119 October 3, 2023 143.00 +41.34%, [-2.93%] +75.04%, [+10.27%] +106.30%, [+12.42%]
Source: www.nseindia.com; www.bseindia.com

Notes:
1. In Brainbees Solutions Limited, the issue price to eligible employees was ₹ 421 after a discount of ₹ 44 per equity share
2. In Ola Electric Mobility Limited, the issue price to eligible employees was ₹ 69 after a discount of ₹ 7 per equity share
3. In Emcure Pharmaceuticals Limited, the issue price to eligible employees was ₹ 918 after a discount of ₹ 90 per equity share
4. In Aadhar Housing Finance Limited, the issue price to eligible employees was ₹ 292 after a discount of ₹ 23 per equity share
5. In Indegene Limited, the issue price to eligible employees was ₹ 422 after a discount of ₹ 30 per equity share
6. In Honasa Consumer Limited, the issue price to eligible employees was ₹ 294 after a discount of ₹ 30 per equity share
7. In Cello World Limited, the issue price to eligible employees was ₹ 587 after a discount of ₹ 61 per equity share
8. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
9. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
10. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
11. Restricted to last 10 equity initial public issues.

2. Summary statement of price information of past issues handled by Kotak Mahindra Capital Company Limited:

No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium -
Total amount of calendar days from listing calendar days from listing calendar days from listing 180th calendar days from listing
Financial Total no.
funds raised Less
year of IPOs Between 25- Less than Over Between 25- Less than Between 25- Less than Between 25-
(₹ million) Over 50% Over 50% Over 50% than
50% 25% 50% 50% 25% 50% 25% 50%
25%
- - - - 2 1 - - - - - -
2024-25 5
17,1330.73

583
 No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium -
Total amount of calendar days from listing calendar days from listing calendar days from listing 180th calendar days from listing
Financial Total no.
funds raised Less
year of IPOs Between 25- Less than Over Between 25- Less than Between 25- Less than Between 25-
(₹ million) Over 50% Over 50% Over 50% than
50% 25% 50% 50% 25% 50% 25% 50%
25%
2023-24 11 179,436.83 - - - 2 4 5 - - - 7 3 1
2022-23 10 367,209.37 - 1 2 - 3 4 - 2 1 2 3 2
Notes:
1. The information is as on the date of this Draft Red Herring Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.

H. SBI Capital Markets Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by SBI Capital Markets Limited:

+/- % change in closing +/- % change in closing +/- % change in closing

Opening
Sr. Issue Size Issue Price price, [+/- % change in price, [+/- % change in price, [+/- % change in
Issue Name** Listing Date Price on
No. (₹ Mn.) (₹) closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
Listing Date
calendar days from listing calendar days from listing calendar days from listing
1 Ola Electric Mobility Limited# (1) 61,455.59 76.00 August 9, 2024 76.00 - - -
+37.40%
2 Bansal Wire Industries Limited# 7,450.00 256.00 July 10, 2024 356.00 - -
[-0.85%]
+55.96%
3 Stanley Lifestyles Limited@ 5,370.24 369.00 June 28, 2024 499.00 - -
[+2.91%]
+81.16%
4 Dee Development Engineers Limited(2) # 4,180.15 203.00 June 26, 2024 339.00 - -
[+2.25%]
+25.56% +33.89%
5 Aadhar Housing Finance Ltd(3)# 30,000.00 315.00 May 15, 2024 315.00 -
[+5.40%] [+9.67%]
+58.25%
+85.03%
6 Bharti Hexacom Ltd@ 42,750 570.00 April 12,2024 755.20 [-2.13%] -
[+7.65%]
-1.30% -6.70%
7 R K Swamy Limited(4) @ 4,235.60 288.00 March 12, 2024 252.00 -
[+1.86%] [+4.11%]
-19.65% -19.84% -2.19%
Entero Healthcare Solutions Ltd(5) @ 16,000.00 1,258.00 February 16, 2024 1,245.00
8 [+0.30%] [+0.77%] [+9.02%]
-5.23% +50.70% +44.72%
9 Jana Small Finance Bank@ 5,699.98 414.00 February 14, 2024 396.00
[+1.77%] [+1.33%] [+10.98%]
+22.32% +15.66% +33.86%
10 Medi Assist Healthcare Services Ltd@ 11,715.77 418.00 January 23, 2024 465.00
[+3.40%] [+4.06%] [+14.76%]
Source: www.nseindia.com and www.bseindia.com

Notes:

** The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa trading holiday, the previous trading day is considered for the computation. We
have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the %
change in closing price of the benchmark as on 30th, 90th and 180th day.
** The information is as on the date of this document.

584
 * The information for each of the financial years is based on issues listed during such financial year.
@ The S&P BSE SENSEX index is considered as the Benchmark Index, BSE being the designated stock exchange
# The Nifty 50 index is considered as the Benchmark Index, NSE being the designated stock exchange

1 Price for eligible employee was Rs 184.00 per equity share

2 Price for eligible employee was Rs 184.00 per equity share
3 Price for eligible employee was Rs 292.00 per equity share
4 Price for eligible employee was Rs 261.00 per equity share
5 Price for eligible employee was Rs 1,139.00 per equity share

(i) Summary statement of price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year):
Financi Tot Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium - 180th
al Year al amount calendar days from listing calendar days from listing calendar days from listing calendar days from listing
no. of funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
of raised
IPO (₹ Mn.) 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
s#
2024- 6 1,51,205.
- - - 3 2 - - - - - - -
25* 98
2023-24 12 1,32,353.
6 2 3 1 2 5 2 2
46
2022-23 3 2,28,668. 1 1 1 1 1 1
- - - - - -
02
* The information is as on the date of this Offer Document.
# Date of Listing for the issue is used to determine which financial year that particular issue falls into

585
Track record of the Book Running Lead Managers

For details regarding the track record of the BRLMs, as specified in circular bearing reference CIR/MIRSD/1/2012
dated January 10, 2012 issued by SEBI, please see the websites of the BRLMs, as set forth in the table below:

Name Website
JM Financial Limited www.jmfl.com
Axis Capital Limited www.axiscapital.co.in
Citigroup Global Markets India Private Limited www.online.citibank.co.in
DAM Capital Advisors Limited www.damcapital.in
Goldman Sachs (India) Securities Private Limited www.goldmansachs.com
Jefferies India Private Limited www.jefferies.com
Kotal Mahindra Capital Company Limited https://investmentbank.kotak.com
SBI Capital Markets Limited www.sbicaps.com

For further details in relation to the BRLMs, please see “General Information – Book Running Lead Managers”
on page 99.

Stock market data of Equity Shares

This being an initial public issue of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange and accordingly, no stock market data is available for the Equity Shares.

Mechanism for redressal of investor grievances

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges
or any such period as prescribed under the applicable laws, to enable the investors to approach the Registrar to
the Offer for redressal of their grievances. The Registrar to the Offer shall obtain the required information from
SCSBs for addressing any clarifications or grievances of ASBA Bidders.

Bidders can contact the Company Secretary and the Compliance Officer and/or the Registrar to the Offer in case
of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non- credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund orders or non- receipt of funds by
electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may also write to the
BRLMs, in the manner provided below. Our Company, the Selling Shareholders, the BRLMs and the Registrar to
the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults
in complying with its obligations under the applicable provisions of the SEBI ICDR Regulations.

All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving
full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client
ID, PAN, address of the Bidder, number of the Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders), date of Bid cum Application
Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further,
the Bidder shall also enclose the Acknowledgment Slip or the application number from the Designated
Intermediary in addition to the documents or information mentioned hereinabove.

All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity
Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and
address of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

Pursuant to the SEBI ICDR Master Circular and the circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021 Circular”), SEBI has
identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI
Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic
issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non
allotment within prescribed timelines and procedures.

586
In terms of SEBI ICDR Master Circular and subsequent circulars issued by the SEBI, as may be applicable, any
ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall
have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing
of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned
SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days.
Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment
of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the
BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application
received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints
has been paid by the SCSB.

In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the
Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration
of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary responsible for
causing such delay in unblocking. The BRLMs, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.

Separately, pursuant to March 2021 Circular, the following compensation mechanism shall be applicable for
investor grievances in relation to Bids made through the UPI Mechanism, for public issues opening on or after
May 1, 2021, for which the relevant SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for cancelled / ₹100 per day or 15% per annum of From the date on which the request for
withdrawn / deleted applications the Bid Amount, whichever is cancellation / withdrawal / deletion is placed
higher on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple amounts
the same Bid made through the funds other than the original were blocked till the date of actual unblock
UPI Mechanism application amount; and

2. ₹100 per day or 15% per annum

of the total cumulative blocked
amount except the original Bid
Amount, whichever is higher
Blocking more amount than the 1. Instantly revoke the difference From the date on which the funds to the excess
Bid Amount amount, i.e., the blocked amount of the Bid Amount were blocked till the date
less the Bid Amount; and of actual unblock

2. ₹100 per day or 15% per annum

of the difference amount, whichever
is higher
Delayed unblock for non – ₹100 per day or 15% per annum of From the Working Day subsequent to the
Allotted/ partially Allotted the Bid Amount, whichever is finalisation of the Basis of Allotment till the
applications higher date of actual unblock

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of actual unblock.

All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Offer. Further, for grievance redressal contact details of the BRLMs pursuant
to the March 2021 Circular, see “Offer Procedure– General Instructions” on page 612.

Disposal of Investor Grievances by our Company and our listed Subsidiary

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB
in case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.

587
Our Company shall obtain SCORES authentication and shall comply with the SEBI circular (CIR/OIAE/1/2013)
dated April 17, 2013 and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 read
with the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 and SEBI circular
(SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022 in relation to redressal of investor grievances
through SCORES.

Our Company has also constituted a Stakeholders Relationship Committee which is responsible for redressal of
grievances of security holders of our Company. For further details on the Stakeholders Relationship Committee,
see “Our Management – Committees of the Board” on page 331.

Our Company has appointed Sneha Bindra, Company Secretary of our Company, as the Compliance Officer for
the Offer. For details, “General Information- Company Secretary and Compliance Officer” on page 98.

Our Company has not received any investor complaint during the three years preceding the date of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of filing
of this Draft Red Herring Prospectus.

Our listed subsidiary, Shiva Cement Limited has received no investor complaints during the three years preceding
the date of this Draft Red Herring Prospectus which is pending as on the date of filing of this Draft Red Herring
Prospectus. Shiva Cement Limited estimates that the average time required by it or its registrar and transfer agent
or the relevant Designated Intermediary, for the redressal of routine investor grievances is 30 days Working Days
from the date of receipt of the complaint.

Other confirmations

No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any person for making an application in the initial public offer, except
for fees or commission for services rendered in relation to the Offer.

588
 SECTION VIII - OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being issued, offered and Allotted pursuant to this Offer shall be subject to the provisions of
the Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum
of Association and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring
Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN,
the Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other
documents or certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject to
all applicable laws, guidelines, rules, notifications and regulations relating to the offer of capital and listing and
trading of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or
other authorities, as in force on the date of this Offer and to the extent applicable, or such other conditions as may
be prescribed by such governmental, regulatory or statutory authority while granting its approval for the Offer.

The Offer

The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses
for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner specified in
“Objects of the Offer – Offer Related Expenses”, on page 153.

Ranking of the Equity Shares

The Equity Shares being offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions
of the Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, our Memorandum of Association and Articles
of Association and shall rank pari passu in all respects with the existing Equity Shares, including rights in respect
of dividend, voting and other corporate benefits if any, declared by our Company after the date of Allotment. For
further details, see “Description of Equity Shares and Terms of the Articles of Association” on page 623.

Mode of payment of dividend

Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the
Companies Act, 2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations
and other applicable law. All dividends, if any, declared by our Company after the date of Allotment, will be
payable to the Bidders who have been Allotted Equity Shares in the Offer, in accordance with applicable law. For
further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of
the Articles of Association” on pages 358 and 623, respectively.

Face Value, Floor Price, Price Band and Offer Price

The face value of the Equity Shares is ₹10. The Floor Price of Equity Shares is ₹[●] per Equity Share and the Cap
Price is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.

The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company in compliance
with the SEBI ICDR Regulations, and advertised in all editions of the English national daily newspaper [●], all
editions of the Hindi national daily newspaper [●], and [●] editions of the Marathi daily newspaper [•] (Marathi
being the regional language of Maharashtra, where our Registered Office is located), each with wide circulation, at
least two Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock Exchanges
for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated
at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the
websites of the Stock Exchanges. The Offer Price shall be determined by our Company in compliance with the
SEBI ICDR Regulations, after the Bid / Offer Closing Date, on the basis of assessment of market demand for the
Equity Shares offered by way of Book Building Process.

At any given point of time there shall be only one denomination for the Equity Shares.

589
 Compliance with disclosure and accounting norms

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.

Rights of the Shareholders

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, our Shareholders
shall have the following rights:

• the right to receive dividend, if declared;

• the right to attend general meetings and exercise voting rights, unless prohibited by law;

• the right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the
Companies Act;

• the right to receive offers for rights shares and be allotted bonus shares, if announced;

• the right to receive surplus on liquidation subject to any statutory and preferential claims being satisfied;

• the right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable laws,
including rules framed by the RBI; and

• such other rights, as may be available to a shareholder of a listed public company under applicable law,
including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of
Association and Articles of Association.

For a detailed description of the main provisions of our Articles relating to voting rights, dividend, forfeiture and
lien, transfer and transmission, consolidation and splitting, see “Description of Equity Shares and Terms of the
Articles of Association” on page 623.

Allotment of Equity Shares in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can
be applied for in the dematerialised form only. In this context, our Company has entered into the following
agreements:

• tripartite agreement dated June 18, 2016, entered into amongst our Company, NSDL and Registrar to the Offer;
and

• tripartite agreement dated March 20, 2024, entered into amongst our Company, CDSL and Registrar to the
Offer.

Market lot and Trading lot

The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to
which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples
of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment,
see “Offer Procedure” on page 599.

Joint holders

Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any
Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship.

590
 Jurisdiction

The competent courts/authorities of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to
this Offer.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013, read with Rule 19 of the Companies (Share Capital
and Debentures) Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate
any one person in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all
the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons,
unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the
Equity Shares by reason of death of the original holder(s), shall be entitled to the same advantages to which such
person would be entitled if such person were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled
to the Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded
upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled
or varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who
has made the nomination by giving a notice of such cancellation or variation to our Company in the prescribed
form. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be
made only on the prescribed form, which is available on request at our Registered and Corporate Office or with
the registrar and transfer agents of our Company.

Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned
above, shall, upon the production of such evidence as may be required by our Board, elect either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.

Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate
nomination with our Company. Nominations registered with the respective Collecting Depository Participant of
the applicant will prevail. If Bidders wish to change their nomination, they are requested to inform their respective
Collecting Depository Participant.

Bid/ Offer Programme

EVENT INDICATIVE DATE

BID/OFFER OPENS ON(1) On or about [●]
BID/OFFER CLOSES ON(2)(3) On or about [●]
FINALIZATION OF BASIS OF ALLOTMENT WITH THE On or about [●]
DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR ANCHOR On or about [●]
INVESTORS)/UNBLOCKING OF FUNDS FROM ASBA ACCOUNT
CREDIT OF EQUITY SHARES TO DEPOSITORY ACCOUNTS OF On or about [●]
ALLOTTEES
COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON On or about [●]
THE STOCK EXCHANGES
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.

(2) Our Company and the Selling Shareholders, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIB one Working
Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.

(3) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.

591
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated
for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking, in the manner specified in the UPI Circulars, to the extent
applicable, which for the avoidance of doubt, shall be deemed to be incorporated herein. The Book Running Lead
Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking.

The Bidder shall be compensated by the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and the SEBI ICDR Master Circular, which for the
avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the Self
Certified Syndicate Bank(s), to the extent applicable. The processing fees for applications made by UPI Bidders
using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation in compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read
with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 read with SEBI master circular no.
SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023.

The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any
obligation or liability on our Company, the Selling Shareholders or the BRLMs. While our Company shall
ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid
/ Offer Closing Date, or such other period as prescribed by the SEBI, the timetable may be extended due
to various factors, such as extension of the Bid / Offer Period by our Company in consultation with the
BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval from the
Stock Exchanges, and delay in respect of final certificates from SCSBs. The commencement of trading of
the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. Each Selling Shareholder, severally and not jointly, confirms that it shall extend reasonable
assistance as required by our Company and the BRLMs for the completion of the necessary formalities for
listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working
Days from the Bid / Offer Closing Date, or within such other period as prescribed.

SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue
timeline for initial public offerings. The revised timeline of T+3 days has been made applicable in two phases,
i.e., voluntary for all public issues opening on or after September 1, 2023 and mandatory on or after December 1,
2023. Accordingly, the Offer will be made under UPI Phase III on mandatory basis, subject to the timing of the
Offer and any circulars, clarification or notification issued by the SEBI from time to time, including with respect
to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid / Offer Closing Date or such other time as prescribed by SEBI, identifying non-
adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.

Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes
to the listing timelines. Further, the offer procedure is subject to change to any revised SEBI circulars to this effect.

Submission of Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard
Time (“IST”)
Bid/Offer Closing Date

592
 Bid/Offer Period (except the Bid/Offer Closing Date)
Submission of Electronic Applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m. IST
3-in-1 accounts) – For RIIs, other than QIBs and NIIs
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m. IST
Online channels like Internet Banking, Mobile Banking and
Syndicate UPI ASBA applications where Bid Amount is up to
₹500,000)
Submission of Electronic Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 12.00 p.m. IST
Non-Individual Applications where Bid Amount is more than
₹500,000
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/Offer Opening
Investors# Date and up to 4.00 p.m. IST on Bid/Offer Closing
Date
Upward or downward Revision of Bids or cancellation of Bids Only between 10.00 a.m. on the Bid/Offer Opening
by RIIs Date and up to 5.00 p.m. IST on Bid/Offer Closing
Date
* UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
#
QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the
SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the
Bid/Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such
applications by the closing hours of the Working Day and submit the confirmation to the Book Running
Lead Managers and the RTA on a daily basis, as per the format prescribed in SEBI circular bearing
reference number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021. To avoid duplication,
the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per
bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is
clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected.

On the Bid/ Offer Closing Date, the Bids shall be uploaded until:

(a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and

(b) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIIs.

On Bid / Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids
received by Retail Individual Investors, after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/ Offer Closing Date, and are advised to submit their Bids no later than
1:00 p.m. IST on the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, as is
typically experienced in public offerings in India, it may lead to some Bids not being uploaded due to lack of
sufficient time to upload. Such Bids that cannot be uploaded will not be considered for allocation under this Offer.
Bids and any revision to the Bids, will be accepted only during Working Days, during the Bid/ Offer Period. Bids
will be accepted only during Monday to Friday (excluding any public holiday), during the Bid/Offer period.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall
not be accepted on Saturdays, Sundays and public holidays as declared by the Stock Exchanges. Bids by ASBA
Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the
Stock Exchanges.

593
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.

Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer
Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on
either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will
be revised accordingly. The Floor Price will not be less than the face value of the Equity Shares. In all
circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price, subject to minimum 105% of
the Floor Price.

In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar unforeseen circumstances, our Company in consultation with
the BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one
Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days, in compliance with the
SEBI ICDR Regulations.

Any revision in Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated
by notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the
websites of the BRLMs and terminals of the Syndicate Members and by intimation to the Designated
Intermediaries. In case of revision of price band, the Bid lot shall remain the same.

In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.

Minimum Subscription

In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a
subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of
Underwriters, as applicable, within sixty (60) days from the date of Bid Closing Date, or if the subscription level
falls below the thresholds mentioned above after the Bid Closing Date, on account of withdrawal of applications
or after technical rejections or any other reason, or if the listing or trading permission is not obtained from the
Stock Exchanges for the Equity Shares being offered under the Red Herring Prospectus, our Company shall
forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI ICDR Master Circular.
If there is a delay beyond four days, our Company and every Director of our Company who is an officer in default,
to the extent applicable, shall pay interest as prescribed under applicable law.

Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the
following order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as
required to comply with the minimum subscription to be received in the Offer under applicable law, will be
Allotted prior to the sale of Equity Shares in the Offer for Sale; (ii) next all the Equity Shares held by the Selling
Shareholders and offered for sale in the Offer will be Allotted in proportion to their respective Offered Shares;
and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be
Allotted by our Company towards the remaining 10% of the Fresh Issue.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing
which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case
of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our
Company and the Selling Shareholders shall be liable to pay interest on the application money in accordance with
applicable laws.

Each of the Selling Shareholders shall reimburse any expenses and interest incurred by our Company on its behalf
for any delays in making refunds as required under the Companies Act and any other applicable law, provided
that such Selling Shareholder shall not be responsible or liable for payment of such expenses or interest, unless
such delay is solely and directly attributable to an act or omission of such Selling Shareholder and any expenses
and interest shall be paid solely to the extent of its portion of the Offered Shares.

594
Arrangements for disposal of odd lots

Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

New financial instruments

Our Company is not issuing any new financial instruments through this Offer.

Restriction on transfer and transmission of shares

Except for the lock-in of the pre-Offer Equity Shares, the Promoters’ Contribution and Equity Shares allotted to
Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 109, and except as provided in
our Articles, there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or
splitting. See, “Description of Equity Shares and Terms of the Articles of Association” at page 623.

Option to receive Equity Shares in dematerialized form

Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges.

Withdrawal of the Offer

The Offer shall be withdrawn in the event that 90% of the Fresh Issue is not subscribed.

Our Company in consultation with the BRLMs and the Selling Shareholders, reserves the right not to proceed
with the entire or portion of the Offer for any reason at any time after the Bid / Offer Opening Date but before the
Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which the pre-
Offer advertisements were published, within two days of the Bid / Offer Closing Date or such other time as may
be prescribed by SEBI, providing reasons for not proceeding with the Offer. Further, the Stock Exchanges shall
be informed promptly in this regard by our Company and the BRLMs, through the Registrar to the Offer, shall
notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of the ASBA Bidders within one Working
Day from the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to
the Anchor Investors, as the case may be. In the event of withdrawal of the Offer and subsequently, plans of a
fresh offer by our Company, a fresh draft red herring prospectus will be submitted again to SEBI.

Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days or such
other period as may be prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. If
Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law.

595
 OFFER STRUCTURE

The Offer is being made through the Book Building Process. The Offer is of up to [●] Equity Shares for cash at a
price of ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹40,000.00
million comprising of a Fresh Issue of up to [●] Equity Shares aggregating up to ₹20,000.00 million by our
Company and an Offer of Sale of up to [●] Equity Shares aggregating up to ₹20,000.00 million by the Selling
Shareholders. The Offer shall constitute [●]%, of the post-Offer paid-up Equity Share capital of our Company.

Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red
Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our
Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to
the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the
completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with
the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations.

Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
Number of Equity Not more than [●] Equity Shares of Not less than [●] Equity Shares of Not less than [●] Equity
Shares available face value of ₹10 each face value of ₹10 each available for Shares of face value of
for Allotment / allocation or Offer less allocation to ₹10 each available for
allocation* (2) QIB Bidders and Retail Individual allocation or Offer less
Investors allocation to QIB Bidders
and Non-Institutional
Investors
Percentage of Not more than 50% of the Offer size Not less than 15% of the Offer, or the Not less than 35% of the
Offer Size shall be allocated to QIB Bidders. Offer less allocation to QIB Bidders Offer, or the Offer less
available for However, 5% of the Net QIB Portion and Retail Individual Investors was allocation to QIB Bidders
Allotment / will be available for allocation available for allocation, out of which and Non-Institutional
allocation proportionately to Mutual Funds only. Investors
Mutual Funds participating in the (a) one third of such portion shall
Mutual Fund Portion will also be be reserved for applicants with
eligible for allocation in the remaining application size of more than
balance Net QIB Portion. The ₹200,000 and up to ₹1,000,000;
unsubscribed portion in the Mutual and
Fund Portion will be added to the Net
QIB Portion (b) two third of such portion shall
be reserved for applicants with
application size of more than
₹1,000,000, provided that the
unsubscribed portion in either
of such sub-categories may be
allocated to applicants in the
other sub-category of Non-
Investors.
Basis of Allotment Proportionate as follows (excluding The Equity Shares available for The allotment to each
/ allocation if the Anchor Investor Portion): allocation to Non-Institutional Retail Individual Investor
respective Investors under the Non-Institutional shall not be less than the
category is (a) Up to [●] Equity Shares of face Portion shall not be less than the minimum Bid Lot, subject
oversubscribed* value of ₹10 each shall be minimum application size and the to availability of Equity
available for allocation on a remaining available Equity Shares if Shares in the Retail Portion
any, shall be Allotted on a and the remaining
proportionate basis to Mutual
proportionate basis, in accordance available Equity Shares if
Funds only; and
with the conditions specified in the any, shall be allotted on a
SEBI ICDR Regulations subject to proportionate basis. For
(b) Up to [●] Equity Shares of face
the following: details, see “Offer
value of ₹10 each shall be Procedure” on page 599.

596
 Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
available for allocation on a (i) one-third of the portion available
proportionate basis to all QIBs, to Non-Institutional Investors
including Mutual Funds receiving shall be reserved for Bidders
allocation as per (a) above with an application size of more
than ₹200,000 and up to
(c) Up to 60% of the QIP portion (of ₹1,000,000, and
up to [●] Equity Shares of face
value of ₹10 each) may be (ii) two-third of the portion available
allocated on a discretionary basis to Non-Institutional Investors
to Anchor Investors of which one- shall be reserved for Bidders
third shall be available for with application size of more
allocation to Mutual Funds only, than ₹1,000,000,
subject to valid Bid received from
provided that the unsubscribed
Mutual Funds at or above the
portion in either of the
Anchor Investor Allocation Price. aforementioned sub-categories may
be allocated to Bidders in the other
sub-category of Non-Institutional
Investors.
Minimum Bid [●] Equity Shares of face value of Such number of Equity Shares in [●] Equity Shares of face
₹10 each and in multiples of [●] multiples of [●] Equity Shares of value of ₹10 each
Equity Shares of face value of ₹10 face value of ₹10 each such that the
each that the Bid Amount exceeds Bid Amount exceeds ₹200,000
₹200,000 and in multiples of [●]
Equity Shares thereafter
Maximum Bid Such number of Equity Shares in Such number of Equity Shares in Such number of Equity
multiples of [●] Equity Shares of face multiples of [●] Equity Shares of face Shares in multiples of [●]
value of ₹10 each not exceeding the value of ₹10 each not exceeding the Equity Shares of face value
size of the Offer (excluding the Anchor size of the Offer (excluding the QIB of ₹10 each so that the Bid
Portion), subject to applicable limits Portion), subject to limits prescribed Amount does not exceed
under applicable law under applicable law ₹200,000
Bid Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares of face value of ₹10 each
thereafter
Mode of allotment Compulsorily in dematerialised form
Allotment Lot A minimum of [●] Equity Shares of face value of ₹10 each and in multiples of [•] Equity Share of face
value of ₹10 each thereafter
Trading Lot One Equity Share
Who can Public financial institutions (as Resident Indian individuals, Eligible Resident Indian
apply(3)(4)(5)(6) specified in Section 2(72) of the NRIs, HUFs (in the name of the individuals, Eligible NRIs
Companies Act), scheduled karta), companies, corporate bodies, and HUFs (in the name of
commercial banks, Mutual Funds, scientific institutions societies family the karta) applying for
eligible FPIs, VCFs, AIFs, FVCIs offices, trusts, FPIs who are Equity Shares such that the
registered with SEBI, multilateral and individuals, corporate bodies and Bid amount does not
bilateral development financial family offices. exceed ₹200,000 million in
institutions, state industrial value.
development corporation, insurance
companies registered with IRDAI,
provident funds (subject to applicable
law) with minimum corpus of ₹250
million, pension funds with minimum
corpus of ₹250 million, registered with
the Pension Fund Regulatory and
Development Authority established
under Section 3(1) of the Pension Fund
Regulatory and Development
Authority Act, 2013, National
Investment Fund set up by the
Government of India, the insurance
funds set up and managed by army,
navy or air force of the Union of India,
insurance funds set up and managed by
the Department of Posts, India and
Systemically Important Non-Banking
Financial Companies, in accordance

597
 Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
with applicable laws including FEMA
Rules.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of
submission of their Bids(4)

In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the
ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI Mechanism, that
is specified in the ASBA Form at the time of submission of the ASBA Form.
Mode of Bidding^ ASBA only (excluding the UPI ASBA only (including UPI ASBA only (including the
Mechanism) except for Anchor Mechanism for Bids up to ₹500,000) UPI Mechanism)
Investors
* Assuming full subscription in the Offer

^ SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in Public Issues
shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all
categories of investors viz. QIB, NII and Retail and also for all modes through which the applications are processed, accept the ASBA
applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked.
(1)
Our Company may, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors at the Anchor Investor Offer Price,
on a discretionary basis, subject to having been (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion was
up to ₹ 100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion was
more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor
Investor, and (iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a
maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500
million or part thereof was permitted, subject to minimum allotment of ₹50 million per Anchor Investor. An Anchor Investor could make a
minimum Bid of such number of Equity Shares, that the Bid Amount was at least ₹100 million. One-third of the Anchor Investor Portion was
reserved for domestic Mutual Funds, subject to valid Bids having been received at or above the price at which allocation is made to Anchor
Investors, which price was determined by the Company in consultation with the BRLMs.

(2)
This Offer is being made in accordance with Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations wherein not more
than 50% of the Offer was made available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of
the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion
was made available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them
at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-Institutional Investors, of which
(a) one-third portion was reserved for applicants with application size of more than ₹ 0.20 million and up to ₹1.00 million; and (b) two-thirds
portion was 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-Institutional Investors, subject to valid Bids being received at or
above the Offer Price and not less than 35% of the Offer was made available for allocation to RII in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received from them at or above the Offer Price.

(3)
In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint
names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form
contained only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names.
The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have
signed on behalf of the joint holders.

(4)
Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any
difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor pay-in
date as indicated in the Confirmation of Allotment Note.

(5)
Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” beginning on page 607and having the same PAN
were collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with
the same PAN) have been proportionately distributed.

(6)
Bidders were required to confirm and were deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines
and approvals to acquire the Equity Shares.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock
Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed
to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of
the Offer” on page 589.

598
 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in
accordance with the General Information Document which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the
SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer. The investors should note that the details and process provided in the General Information Document
should be read along with this section.

Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note and Allotment in the
Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii)
designated date; (viii) disposal of applications and electronic registration of bids; (ix) submission of Bid cum
Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (xi) applicable provisions of Companies Act
relating to punishment for fictitious applications; (xii) mode of making refunds; (xiii) price discovery and
allocation and (xiv) interest in case of delay in Allotment or refund.

SEBI, through the UPI Circulars, has introduced an alternate payment mechanism using UPI and consequent
reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIIs applying
through Designated Intermediaries was made effective along with the timeline of T+6 days. (“UPI Phase I”).
The UPI Phase I was effective till June 30, 2019. Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45
dated April 5, 2022, the SEBI has increased the UPI limit from ₹ 0.20 million to ₹ 0.50 million for all the individual
investors applying in public issues.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by RIIs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of
forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or
launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide
its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline for
implementation of UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism
for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was
notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made
effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for
all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and
procedures under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued
by the SEBI from time to time.

Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated
May 17, 2023 (“SEBI RTA Master Circular”) and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022, SEBI has introduced certain additional measures for streamlining the process of initial public
offers and redressing investor grievances. The SEBI RTA Master Circular consolidated the aforementioned
circulars (excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and
rescinded these circulars to the extent relevant for RTAs.

Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings whose application size are up to ₹0.50 million shall use the UPI
Mechanism and provide their UPI ID in the Bid-cum-Application Form for bidding through Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial
public offerings shall be processed only after application monies are blocked in the bank accounts of investors
(all categories).

599
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in
accordance with applicable law. The BRLMs shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.

In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part
of the agreements being signed between the intermediaries involved in the public issuance process and lead
managers shall continue to coordinate with intermediaries involved in the said process.

Further, our Company, the Selling Shareholders and the BRLMs are not liable for any amendment, modification
or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held by
them under applicable law or as specified in the Red Herring Prospectus and the Prospectus.

The BRLMs shall be the nodal entity for any issues arising out of public issuance process.

Our Company, the Selling Shareholders and the Syndicate are not liable for any adverse occurrences consequent
to the implementation of the UPI Mechanism for application in this Offer.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available
for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLMs may
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from them at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription,
or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion.
5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and
the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders,
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than
15% of the Offer shall be available for allocation to Non-Institutional Investors and not less than 35% of the Offer
shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price. The Equity Shares available for allocation to Non-
Institutional Investors under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the
portion available to Non-Institutional Investors shall be reserved for Bidders with an application size of more than
₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Investors
shall be reserved for Bidders with application size of more than ₹ 1.00 million, provided that the unsubscribed
portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category of
Non-Institutional Investors. Further, not less than 35% of the Offer shall be available for allocation to Retail
Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Offer Price.

Subject to applicable laws and valid Bids being received at or above the Offer Price, under-subscription, if any,
in any category except in the QIB Portion, would be allowed to be met with spill over from any other category or
combination of categories on proportionate basis, at the discretion of our Company in consultation with the
BRLMs and the Designated Stock Exchange.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors must ensure that their PAN is linked with Aadhaar ID and are in compliance with Central Board
of Direct Taxes notification dated February 13, 2020, press release dated June 25, 2021, September 17,
2021, March 30, 2022 and March 28, 2023.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the UPI
Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have the option of being

600
 Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized
subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

Phased implementation of UPI for Bids by RIIs as per the UPI Circulars

SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI has
been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the
account maintained with SCSBs under the ASBA) for applications by RIIs through intermediaries with the
objective to reduce the time duration from public issue closure to listing from six Working Days to up to three
Working Days. Considering the time required for making necessary changes to the systems and to ensure complete
and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced and implemented the
UPI payment mechanism in three phases in the following manner:

(a) Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended until
June 30, 2019. Under this phase, an RII also had the option to submit the ASBA Form with any of the intermediary
and use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to
listing would continue to be six Working Days.

(b) Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA Form
by an RII through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued
and replaced by the UPI payment mechanism. However, the time duration from public issue closure to listing
continued to be six Working Days during this phase. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice.

(c) Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,
2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the
time duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification
or notification which may be issued by SEBI.

The Offer is being made under Phase III of the UPI (on a mandatory basis)

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure
to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities
law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
post–Offer BRLMs will be required to compensate the concerned investor.

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI.

Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the
Stock Exchanges and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI
Bidders using the UPI.

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 The processing fees for application made by UPI Bidders using the UPI mechanism may be released to the remitter
banks (SCSBs) only after such banks make an application to the BRLMs with a copy to the Registrar, and such
application shall be made only after (i) unblocking of application amounts in the bank accounts for each
application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51)
dated April 20, 2022.

The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer bidding process.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
shall provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein
below:

(i) a syndicate member;

(ii) a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity);

(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this
activity);

(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for this activity).

Electronic registration of Bids

(a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the online facilities for the Book Building
process on a regular basis before the closure of the Offer.

(b) On the Bid / Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

(c) Only Bids that are uploaded on the Stock Exchanges’ platform are considered for allocation / Allotment. The
Designated Intermediaries are given till 5:00 pm on the Bid / Offer Closing Date to modify select fields uploaded
in the Stock Exchanges’ platform during the Bid / Offer Period after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.

(d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at relevant Bidding Centers and at our Registered and Corporate
Office. An electronic copy of the ASBA Form will also be available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid / Offer Opening Date.

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 Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer.
Anchor Investors are not permitted to participate in this Offer through the ASBA process.

Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) must provide bank
account details and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts
in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not
contain such details are liable to be rejected.

UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall
be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the
Bid cum Application Form. Bids submitted by UPI Bidders with any Designated Intermediary (other than SCSBs)
without mentioning the UPI ID are liable to be rejected. UPI Bidders Bidding using the UPI Mechanism may also
apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.

Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centres only on ASBA Forms
bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not
bearing such specified stamp maybe liable for rejection. Bidders using the ASBA process to participate in the
Offer must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked therein. In order to ensure timely information to investors SCSBs are required to send
SMS alerts to investors intimating them about the Bid Amounts blocked / unblocked.

Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in
the manner below:

(i) RIIs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as applicable),
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by
certain brokers.

(ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub-Syndicate
members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and
bank account (3 in 1 type accounts), provided by certain brokers.

(iii) QIBs and NIIs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate, Sub-
Syndicate members, Registered Brokers, RTAs or CDPs.

ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s), as applicable, at
the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send
SMS alerts to investors intimating them about Bid Amounts blocked / unblocked.

For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, all the ASBA applications in Public Issues shall be
processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall
accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on
the application monies blocked. The circular is applicable for all categories of investors viz. Retail Individual
Investors, QIB and NII and also for all modes through which the applications are processed.

UPI Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid
cum Application Form.

The prescribed colour of the Bid cum Application Forms for various categories is as follows:

Colour of Bid cum

Category
Application Form*
Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual [●]
Investors and Eligible NRIs applying on a non-repatriation basis

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 Colour of Bid cum
Category
Application Form*
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs [●]
and registered bilateral and multilateral institutions
Anchor Investors [●]
* Excluding electronic Bid cum Application Forms

Notes:
1. Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com) and BScom).

2. Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the
electronic bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit /
deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders Bidding using the UPI
Mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-
SCSB bank or any Escrow Collection Bank(s). For UPI Bidders using the UPI Mechanism, the Stock Exchanges
shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor
Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking of funds. The Sponsor Bank(s) shall
initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request
for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The
NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability
to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the
concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction
has come to a halt. The NPCI shall share the audit trail of all disputed transactions / investor complaints to the
Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit
trail to the BRLMs for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs
shall send SMS alerts as specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021,
and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking of funds prior to the
Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.

The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the
format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall
download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three
way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer
banks and Sponsor Bank(s) on a continuous basis.

The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks,
performance of apps and UPI handles, down-time / network latency (if any) across intermediaries and any such
processes having an impact / bearing on the Offer Bidding process.

Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial
public offers opening on or after September 1, 2022:

(a) Cut-off time for acceptance of UPI mandate shall be up to 5:00 p.m. on the initial public offer closure date and
existing process of UPI bid entry by syndicate members, registrars to the offer and Depository Participants shall
continue till further notice;

(b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day
for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be
discontinued;

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(c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to
4.00 p.m. 4:00 p.m. for QIBs and Non-Institutional Investors categories and up to 5.00 p.m. for Retail Individual
category on the initial public offer closure day;

(d) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids;

(e) The Stock Exchanges shall display Offer demand details on its website and for UPI bids the demand shall
include/consider UPI bids only with latest status as RC 100–black request accepted by Investor/ client, based on
responses/status received from the Sponsor Bank(s).

The Equity Shares represented hereby have not been, and will not be registered under the U.S. Securities Act, as
amended or with any securities regulatory authority of any state or other jurisdiction 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 of 1933 and applicable
state securities laws. Accordingly, the Equity Shares may be offered, sold, pledged or otherwise transferred (i)
within the United States solely to persons who the seller or any other person acting on its behalf reasonably
believes to be “qualified institutional buyers” within the meaning of Rule 144A under the U.S. Securities Act in
a transaction meeting the requirements of Rule 144A under the U.S. Securities Act or another exemption from or
transaction not subject to, the registration requirements of the U.S. Securities Act or (ii) outside the United States
in “offshore transactions” as defined in and in compliance with Regulation S under the U.S. Securities Act and
the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

Participation by Promoter, Promoter Group, the Book Running Lead Managers, associates and affiliates
of the Book Running Lead Managers and the Syndicate Members and the persons related to Promoter,
Promoter Group, Book Running Lead Managers and the Syndicate Members and Bids by Anchor Investors

The BRLMs and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs
and the Syndicate Members may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-
Institutional Portion as may be applicable to such Bidders, and such subscription may be on their own account or
on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs
and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.

Except as stated below, neither the Book Running Lead Managers nor any associate of the Book Running Lead
Managers can apply in the Offer under the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associate of the Book Running Lead Managers;

(ii) insurance companies promoted by entities which are associate of the Book Running Lead Managers;

(iii) AIFs sponsored by the entities which are associate of the Book Running Lead Managers;

(iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate of
the Book Running Lead Managers; or

(v) Pension funds sponsored by entities which are associate of the Book Running Lead Managers.

Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” if: (i) either
of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting
rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons,
exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst the
Anchor Investors and the BRLMs.

Further, the Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in
the Offer, except in accordance with the applicable law. Furthermore, persons related to the Promoter and the
Promoter Group shall not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified

605
institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of
the Promoter or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee
director on our Board, shall be deemed to be a person related to the Promoter or Promoter Group of our Company.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Bid cum Application Form. Failing this, the Company in consultation with BRLMs reserves the right to reject
any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual
Funds shall specifically state names of the concerned schemes for which such Bids are made, subject to applicable
law.

In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with
the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids,
provided that such Bids clearly indicate the scheme for which the Bid is submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds or sector or industry specific scheme. No Mutual Fund under all its schemes should own more than
10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRIs Bidding on a repatriation basis should authorise their SCSBs or confirm or accept
the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their NRE
Account, or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a non-
repatriation basis should authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI
Bidders Bidding through the UPI Mechanism) to block their NRO Accounts for the full Bid amount, at the time
of submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the
FEMA regulations. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the
relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form.

In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.

Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE / NRO accounts.

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents ([●] in colour).

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour).

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 621.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form / Application
Form as follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where
XYZ is the name of the Karta”. Bids by HUFs will be considered at par with Bids from individuals.

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 Bids by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple
entities registered as foreign portfolio investors and directly or indirectly, having common ownership of more than
50% or common control)) shall be below 10% of our post-Offer equity share capital of our Company on a fully
diluted basis. In case the total holding of an FPI or investor group increase beyond 10% of the total paid-up Equity
Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor group will
be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company
and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of
all FPIs put together can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up
to 100%). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company in
consultation with BRLMs, reserve the right to reject any Bid without assigning any reason. FPIs who wish to
participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour).

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore
derivative instruments, directly or indirectly, only if it complies with the following conditions:

(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;

(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;

(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified
by SEBI; and

(d) such other conditions as may be specified by SEBI from time to time.

An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the
SEBI FPI Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for
such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred,
are pre-approved by the FPI.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs shall not be treated as multiple Bids:

• FPIs which utilise the multi investment manager structure;

• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;

• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

• FPI registrations granted at investment strategy level / sub fund level where a collective investment scheme or
fund has multiple investment strategies / sub-funds with identifiable differences and managed by a single
investment manager.
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;

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• Government and Government related investors registered as Category 1 FPIs; and

• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN).

In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and
indicate the name of their respective investment managers in such confirmation. In the absence of such compliance
from the relevant FPIs with the operational guidelines for FPIs and designated Collecting Depository Participants
issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.

There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.

Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture
Capital Investors

The SEBI AIF Regulations, as amended prescribe, amongst others, the investment restrictions on AIFs. Post the
repeal of the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital
funds which have not re-registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 until the existing fund or
scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification
of the SEBI AIF Regulations. The SEBI FVCI Regulations as amended prescribe the investment restrictions on
FVCIs.

The Category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A
Category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered
as a Category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in certain specified
instruments, including by way of subscription to an initial public offering of a venture capital undertaking. An
FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which
includes subscription to an initial public offering of a venture capital undertaking or an investee company (as
defined under the SEBI AIF Regulations) whose shares are proposed to be listed.

Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA Rules.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs, reserves the
right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to
be attached to the Bid cum Application Form, failing which our Company in consultation with BRLMs, reserve
the right to reject any Bid without assigning any reason thereof, subject to applicable law.

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The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949 (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the
bank’s own paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet,
whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and
non-financial services cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company
would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if: (a) the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans / investments made to a company, provided that the bank is required
to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to
the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of
the paid-up share capital of the investee company, investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company
in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended.

Bids by SCSBs

SCSBs participating in the Offer are required to comply with the terms of the circulars dated September 13, 2012
and January 2, 2013 issued by SEBI. Such SCSBs are required to ensure that for making applications on their own
account using ASBA, they should have a separate account in their own name with any other SEBI registered
SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear
demarcated funds should be available in such account for such Bids.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company in
consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The exposure
norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of
India (Investment) Regulations, 2016 (“IRDA Investment Regulations”), and are based on investments in the
equity shares of a company, the entire group of the investee company and the industry sector in which the investee
company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific investment limits
applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI
from time to time.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI, a certified copy of (i) the certificate of registration issued by the RBI, (ii) a
certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its
statutory auditor(s), and (iii) such other approval as may be required by the Systemically Important NBFCs must
be attached to the Bid-cum Application Form. Failing this, our Company in consultation with BRLMs, reserve
the right to reject any Bid, without assigning any reason thereof. NBFC-SI participating in the Offer shall comply
with all applicable regulations, guidelines and circulars issued by RBI from time to time.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of ₹250 million (subject to applicable laws) and pension funds with
a minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority
established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, a certified
copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified
copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the
Bid cum Application Form. Failing this, our Company reserve the right to accept or reject any Bid in whole or in
part, in either case, without assigning any reason thereof.

Our Company in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above

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 condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company in consultation with the BRLMs, may deem fit.

Bids by provident funds / pension funds

In case of Bids made by provident funds / pension funds, subject to applicable laws, with minimum corpus of
₹250 million, registered with the Pension Fund Regulatory and Development Authority established under section
3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of certificate from a
chartered accountant certifying the corpus of the provident fund / pension fund must be attached to the Bid cum
Application Form. Failing this, our Company in consultation with BRLMs reserve the right to reject any Bid,
without assigning any reason therefor.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below.

(a) Anchor Investor Application Forms to be made available for the Anchor Investor Portion at the offices of the
BRLMs.

(b) The Bids are required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100
million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate bids by
individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100
million.

(c) One-third of the Anchor Investor Portion is reserved for allocation to domestic Mutual Funds.

(d) Bidding for Anchor Investors will open one Working Day before the Bid / Offer Opening Date, and will be
completed on the same day.

(e) Our Company in consultation with the BRLMs will finalise allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion is not less than:

• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million;

• minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million
per Anchor Investor; and

• in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10
Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per
Anchor Investor.

(f) Allocation to Anchor Investors is required to be completed on the Anchor Investor Bid / Offer Period. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation will be made, is required to
be made available in the public domain by the BRLMs before the Bid / Offer Opening Date, through intimation
to the Stock Exchanges.

(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

(h) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a
period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor
Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.

(i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs
sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and
family offices sponsored by the entities which are associate of the and BRLMs) can apply in the Offer under the

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 Anchor Investor Portion.

(j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as multiple
Bids.

(k) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor Investors on the
Anchor Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer
Price, Allotment to successful Anchor Investors will be at the higher price.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and
the Book Running Lead Managers are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of the Red Herring Prospectus, when filed.
Bidders are advised to make their independent investigations and ensure that any single Bid from them
does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held
by them under applicable laws or regulation and as specified in the Red Herring Prospectus, when filed.

In accordance with RBI regulations, OCBs cannot participate in the Offer.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated / Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he / she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be
listed or will continue to be listed on the Stock Exchanges.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, our Company will, after filing the Red Herring Prospectus with the
RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of
[●], a widely circulated English national daily newspaper, all editions of [●], a widely circulated Hindi national
daily newspaper, and [●] editions of [●], a widely circulated Marathi daily newspaper (Marathi being the regional
language of Maharashtra, where our Registered Office is located). Our Company shall, in the pre-Offer
advertisement state the Bid / Offer Opening Date, the Bid / Offer Closing Date and the QIB Bid / Offer Closing
Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

Signing of Underwriting Agreement and filing of Prospectus with the RoC

Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters
on or after the determination of the Offer Price. After signing the Underwriting Agreement, the Company will file
the Prospectus with the RoC. The Prospectus would have details of the Offer Price, Anchor Investor Offer Price,
Offer size and underwriting arrangements and would be complete in all material respects.

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 General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise or withdraw their Bid(s) until the Bid / Offer Closing Date. Anchor Investors are not allowed to
withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;

2. Ensure that you have Bid within the Price Band;

3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders
Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs to you and
no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID and shall use only his / her
own bank account which is linked to such UPI ID;

4. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank
account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by
NPCI before submitting the ASBA Form to any of the Designated Intermediaries;

5. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications
and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI
website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the
application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July
26, 2019. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is
not mentioned on the SEBI website is liable to be rejected;

6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;

8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI Mechanism,
may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered Brokers, RTA or CDP;

9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account holder,
as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form;

10. UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs
and not with any other Designated Intermediary;

11. Ensure that they have correctly signed the authorisation / undertaking box in the Bid cum Application Form, or
have otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode,
for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application
Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and
participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised
by the Sponsor Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;

12. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

13. Ensure that the name(s) given in the Bid cum Application Form is / are exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application
Form should contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names;

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14. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number duly signed
and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application Form;

15. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;

16. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;

17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who,
in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July
20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other
category of Bidders, including without limitation, multilateral / bilateral institutions, which may be exempted
from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted
under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts
and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the
PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the
address as per the Demographic Details evidencing the same. All other applications in which PAN is not
mentioned will be rejected;

18. Ensure that the Demographic Details are updated, true and correct in all respects;

19. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under
official seal;

20. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;

21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

22. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;

23. UPI Bidders Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request
generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to application amount and subsequent
debit of funds in case of Allotment, in a timely manner;

24. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN
available in the Depository database, then such Bids are liable to be rejected;

25. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their
investment managers in such confirmation which shall be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;

26. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise
the MIM structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP
IDs.

27. In case of QIBs and NIIs (other than for Anchor Investor and UPI Bidder), ensure that while Bidding through a
Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that
the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch
at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on

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 the website of SEBI at http://www.sebi.gov.in);

28. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or
have otherwise provided an authorization to the SCSB or the Sponsor Bank(s), as applicable via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form at the time of submission of the Bid;

29. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and verified by
opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using
his / her UPI PIN. Upon the authorization of the mandate using his / her UPI PIN, the UPI Bidder shall be deemed
to have verified the attachment containing the application details of the UPI Bidder Bidding using the UPI
Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the
Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the Bid Cum Application Form in his /
her ASBA Account;

30. UPI Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single account)
and of the First Bidder (in case of joint account) in the Bid cum Application Form;

31. UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making the initial
Bid, should also approve the revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise
blocking of funds equivalent to the revised Bid Amount in his / her account and subsequent debit of funds in case
of allotment in a timely manner;

32. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the
ASBA Account;

33. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.

34. Ensure that ASBA bidders shall ensure that bids above ₹ 0.50 million, are uploaded only by the SCSBs;

35. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on
the Bid / Offer Closing Date.

36. Investors must ensure that their PAN is linked with Aadhaar ID and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020, press release dated June 25, 2021, September 17, 2021, March
30, 2022 and March 28, 2023.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
or in the list displayed on SEBI’s website is liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not Bid for a Bid Amount which exceeds ₹ 0.20 million (for Bids by RIIs);

4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;

5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;

6. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only;

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7. Bids by HUFs not mentioned correctly as provided in “- Bids by HUFs” on page 606;

8. Anchor Investors should not Bid through the ASBA process;

9. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding
Centers;

10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;

11. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

12. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

13. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of the Red
Herring Prospectus;

14. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid / Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);

15. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;

16. If you are a UPI Bidders using UPI Mechanism, do not submit more than one Bid cum Application Form for each
UPI ID;

17. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any
bids above ₹ 0.50 million;

18. Do not submit the General Index Register (GIR) number instead of the PAN;

19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;

20. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking
in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism, in the UPI-linked
bank account where funds for making the Bid are available;

21. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can revise or
withdraw their Bids until the Bid / Offer Closing Date;

22. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;

23. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in
case of Bids submitted by UPI Bidders using the UPI Mechanism;

24. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

25. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);

26. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder Bidding
using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or UPI handle that
is not listed on the website of SEBI;

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27. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

28. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;

29. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company;

30. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case
of Bids submitted by UPI Bidders using the UPI Mechanism); and

31. Do not Bid if you are an OCB.

For helpline details of the Book Running Lead Managers pursuant to the SEBI circular bearing reference number
SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, see “General Information – Book Running Lead
Managers” on page 99.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

Grounds for Rejection

In addition to the grounds for rejection of Bids as provided in the GID, Bidders are requested to note that Bids
could be rejected on the following additional technical grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;

2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;

3. Bids submitted on a plain paper;

4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application
or UPI handle, not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party
linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor
Bank(s));

6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

7. Bids submitted without the signature of the First Bidder or sole Bidder;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

9. ASBA Form by the UPI Bidders by using third party bank accounts or using third party linked bank account UPI
IDs;

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended
for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

11. GIR number furnished instead of PAN;

12. Bids by RIIs with Bid Amount of a value of more than ₹ 0.20 million (net of retail discount);

13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;

14. Bids accompanied by stock invest, money order, postal order or cash; and

15. Bids uploaded by QIBs and by Non-Institutional Investors after 4:00 p.m. on the Bid/ Offer Closing and Bids by
RIIs after 5:00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchange. On the Bid/Offer

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Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from
Retail Individual Investors, after taking into account the total number of Bids received up to closure of timings
for acceptance of Bid-cum-Application Forms as stated herein and as informed to the Stock Exchanges.

In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking, etc.,
investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the
Company Secretary and Compliance Officer and the Registrar, see “General Information – Company Secretary
and Compliance Officer” on page 98.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid / Offer Closing Date, the Bidder shall be
compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner
specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, in case of delays in resolving investor grievances in
relation to blocking / unblocking of funds.

The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation
23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master
Circular shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and the BRLMs shall continue to coordinate with intermediaries involved in the said
process.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall
ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the
offer document except in case of oversubscription for the purpose of rounding off to make Allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than
1% of the Offer to public may be made for the purpose of making Allotment in minimum lots.

The allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors
and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number
of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the
minimum application size as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of Equity Shares in Retail Individual Investor category, and the remaining available
Equity Shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the Offer shall be available
for allocation to Non-Institutional Investors. The Equity Shares available for allocation to Non-Institutional
Investors under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion
available to Non-Institutional Investors shall be reserved for applicants with an application size of more than ₹
0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Investors
shall be reserved for applicants with an application size of more than ₹1.00 million, provided that the unsubscribed
portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of
Non-Institutional Investors. The allotment to each Non-Institutional Investor shall not be less than the Minimum
NII Application Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the
remaining Equity Shares.

Payment into Escrow Account(s) for Anchor Investors

Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor
Investors to whom the Allotment Advice will be sent, pursuant to which the details of the Equity Shares allocated
to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to
Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through

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 direct credit, RTGS, NACH or NEFT) to the Escrow Account(s). The payment instruments for payment into the
Escrow Account(s) should be drawn in favour of:

(i) In case of resident Anchor Investors: “[●]”

(ii) In case of non-resident Anchor Investors: “[●]”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and the
Registrar to the Offer to facilitate collections from Anchor Investors.

Allotment Advertisement

Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of a widely circulated English national
daily newspaper, [●], [●] editions of a widely circulated Hindi national daily newspaper, [●] and Mumbai editions
of a widely circulated Marathi daily newspaper [●] (Marathi being the regional language of Maharashtra, where
our Registered Office is located).

Depository Arrangements

The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed amongst our Company, the respective Depositories and the
Registrar to the Offer:

• Tripartite agreement dated June 18, 2016, amongst our Company, NSDL and Registrar to the Offer.

• Tripartite agreement dated March 20, 2024, amongst our Company, CDSL and Registrar to the Offer.

Undertaking by our Company

Our Company undertakes:

(i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

(ii) that if the Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded / unblocked within the time prescribed under applicable law, failing which
interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period;

(iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading at
all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days from the
Bid / Offer Closing Date or such other time as may be prescribed;

(iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;

(v) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the Applicant within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;

(vi) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice
shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges
on which the Equity Shares are proposed to be listed shall also be informed promptly;

(vii) that if our Company in consultation with the BRLMs, withdraw the Offer after the Bid / Offer Closing Date, our
Company shall be required to file a fresh draft offer document with SEBI, in the event our Company and/or the
Selling Shareholders subsequently decide to proceed with the Offer thereafter;

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(viii) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
Anchor Investor Application Form from Anchor Investors; and

(ix) that, except for any (a) allotment of Equity Shares to employees of our Company pursuant to exercise of stock
options granted under the ESOP Plans; (b) allotment of Equity Shares to holders of the CCPS (upon conversion);
and (d) allotment of Equity Shares pursuant to the Pre-IPO Placement, no further issue of Equity Shares shall be
made until the Equity Shares issued or offered through the Red Herring Prospectus are listed or until the Bid
monies are refunded / unblocked in the ASBA Accounts on account of non-listing, under-subscription, etc.

Undertakings by the Selling Shareholders

Each of the Selling Shareholders, severally and not jointly, undertakes the following in respect of itself as a Selling
Shareholder, and its portion of the Offered Share:

(i) that it is the legal and beneficial owner of, and have clear and marketable title to the Offered Shares;

(ii) that it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in
the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;

(iii) that the Equity Shares being sold by it pursuant to the Offer are free and clear of any pre-emptive rights, liens,
mortgages, charges, pledges or any other encumbrances and shall be in dematerialized form at the time of transfer;

(iv) that it shall provide all reasonable co-operation as requested by our Company in relation to the completion of
Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent of its
Offered Shares;

(v) that it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share
escrow agreement to be executed between the parties to such share escrow agreement; and

(vi) that it will provide such reasonable support and extend such reasonable cooperation as may be required by our
Company and the BRLMs in redressal of such investor grievances that pertain to its Offered Shares.

Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below:

“Any person who –

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹1.00 million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a
term which shall not be less than six months extending up to 10 years and fine of an amount not less than the
amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves
public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than
₹1.00 million or one per cent of the turnover of the company, whichever is lower, and does not involve public
interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to
five years or with fine which may extend to ₹5.00 million or with both.

Utilisation of Offer Proceeds

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 Our Board certifies that:

• all monies received out of the Offer shall be credited / transferred to a separate bank account other than the bank
account referred to in sub-section (3) of Section 40 of the Companies Act;

• details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time
any part of the Fresh Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilized; and

• details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head
in the balance sheet indicating the form in which such unutilized monies have been invested.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is
freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investor is required to follow certain prescribed procedures for making such investment.

The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment.

The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as Department of Industrial Policy and Promotion) (“DPIIT”), issued the
FDI Policy, which is effect from October 15, 2020, which subsumes and supersedes all previous press notes, press
releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The
FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in sectors/ activities
which are not listed in the FDI Policy is permitted up to 100% of the paid up share capital of such company under
the automatic route, subject to compliance with certain prescribed conditions. For further details, see “Key
Regulations and Policies” on page 291.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which
shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen
of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the
FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign
direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within
the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval
of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment)
Rules, 2020, issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be
treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the
investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to
participate in the Offer. In the event such prior approval of the Government of India is required, and such approval
has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such
approval along with a copy thereof within the Offer Period.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI policy
and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed
by the SEBI/RBI.

In terms of the FEMA Rule and the FDI Policy, a person resident outside India may make investments into India,
subject to certain terms and conditions, and further provided that an entity of a country, which shares land border
with India or where the beneficial owner of an investment into India, who is situated in or is a citizen of any such
country, shall invest only with the approval of the Government of India. Further, in the event of transfer of
ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting
in the beneficial ownership falling within the above restriction/ purview, such subsequent change in the beneficial
ownership will also require approval of the Government of India. Each Bidder should seek independent legal
advice about its ability to participate in the Offer. In the event such prior approval of the Government is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about
such approval along with a copy thereof within the Offer Period.

Foreign Exchange Laws

The foreign investment in our Company is governed by, inter-alia, the FEMA, the FEMA Rules, the FDI Policy
issued and amended by way of press notes.

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Pursuant to the resolution dated July 27, 2024 the aggregate investment limit by NRIs and OCIs was increased
from 10% to 24% of the paid-up equity share capital of our Company, provided however, that the shareholding
of each NRI or OCI shall not exceed 5% of the total paid-up equity capital of our Company on a fully diluted
basis and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity
capital on a fully diluted basis.

Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company.

As per the existing policy of the Government, OCBs cannot participate in this Offer. For more information on
bids by FPIs and Eligible NRIs, see “Offer Procedure” on page 599. For further details of the aggregate limit for
investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by Eligible NRIs” and “Offer
Procedure – Bids by FPIs” on pages 606 and 607, respectively.

The Equity Shares represented hereby have not been and will not be registered under the U.S. Securities
Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the
United States and, unless so registered, may not be offered, sold, pledged or otherwise transferred except
(1) To a person whom the seller or any person acting on its behalf reasonably believes is a qualified
institutional buyer within the meaning of Rule 144A under the U.S. Securities Act in a transaction meeting
the requirements of Rule 144A under the U.S. Securities Act, or (2) In an offshore transaction complying
with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act, in each case in accordance with
any applicable securities laws of any state of the United States.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws
or regulations.

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 SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. The main provisions of the Articles of Association of our Company are detailed
below. No material clause of the Articles of Association having bearing on the Offer or the disclosures required
in this Draft Red Herring Prospectus has been omitted.

As on the date of this Draft Red Herring Prospectus, the provisions of the Articles of Association of our Company
are in compliance with the Companies Act.

The Articles of Association of the Company comprise of two parts, Part A and Part B, which parts shall, unless
the context otherwise requires, co-exist with each other. In the event of inconsistency between Part A and Part B,
the provisions of Part B shall prevail over the provisions of Part A until the Consummation of the QIPO (as
defined hereinafter). However, Part A shall automatically and without any further corporate actions by the
Company or by the Shareholders, come into effect upon the Consummation of the QIPO; and (ii) Part B shall
automatically, and without any further corporate action by the Company or by the Shareholders, terminate and
shall cease to have any force and effect on and from the Consummation of the QIPO.

PART A

1. No regulations contained in Table F of Schedule I to the Limited Application Companies Act, 2013, or
in analogous schedule to any of Table F of the previous or subsequent analogous law shall apply to
Companie and its operations are supervised and controlled by our employees pursuant to a s Act, 2013.
this Company, except in regard to matters not specifically provided in these Articles, but the regulations
for the management of the Company and for the observance of the members thereof and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to
the repeal or alteration of or addition, be such as are contained in these Articles.

2. In the interpretation of these Articles, unless repugnant to the subject or context:-

“Company” means JSW CEMENT LIMITED.

“Act” means The Companies Act, 2013, or any statutory modification or re-enactment thereof for the
time being in force.

“Articles” or “Articles of Association” means the articles of association of the Company as amended
from time to time.

“Auditors” means and includes those persons appointed as such for the time being by the Company.

“Board” or “Board of Directors” means a meeting of the Directors duly called and constituted, or as
the case may be, the Directors assembled as the Board of Directors of the Company collectively.

“Beneficial Owner” means a person or persons whose name is recorded as such with a depository;

“Capital” means such Share Capital as is authorised by Memorandum of the Company to be the
maximum amount of Share Capital of the Company.

“Common Seal” means the common seal of the Company.

“Debenture” includes debenture - stock.

“Directors” means the Directors for the time being of the Company or as the case may be the Directors
assembled at a Board.

“Dividend” includes bonus.

623
“Depository” means a company formed and registered under the Companies Act, 1956, and which has
been granted a certificate of registration to act as a depository under the Securities and Exchange Board
of India Act, 1992;

“In Writing” and “Written” include printing, lithography and other modes of representing or
reproducing words in a visible form.

“Member” means the duly registered holder from time to time of the Company and includes the
subscribers to the Memorandum of the Company.

“Month” means a calendar month.

“Meeting” or “General Meeting” means a meeting of members.

“Annual General Meeting” means a general meeting of the members held in accordance with the
provisions of Section 96 of The Act and any adjourned holding thereof.

“Extraordinary General Meeting” means an extraordinary General Meeting of the members duly
called and constituted and any adjourned holding thereof.

“Office” means the registered office for the time being of the Company

“Paid-up” includes credited as paid up.

“Persons” includes corporations and firms as well as individuals.

“Register of Members” means the register of members to be kept pursuant to the Act.

“Registrar” means the Registrar of Companies of the State in which the office of the Company is for the
time being situated.

“Secretary” includes a temporary or assistant secretary or any person or persons appointed by the Board
to perform any of the duties of a Secretary.

“SEBI” means the Securities and Exchange Board of India;

“Seal” means the Common Seal for the time being of the Company.

“Shares” means Shares in the Shares Capital of the Company and includes stock except where a
distinction between stock and Shares is expressed or implied.

“Share Capital” means the Equity Share Capital and Preference Share Capital of any face value together
with all rights, differential rights, obligations, title, interest and claim in such Shares and includes all
subsequent issue of such Shares of whatever face value or description, bonus Shares, conversion Shares
and Shares issued pursuant to a stock split or the exercise of any warrant, option or other convertible
security of the Company.

“Singular Number” - Words importing the singular number include, where the context admits or
requires, the plural number and vice versa.

“Ordinary Resolution” and “Special Resolution” shall have the meaning assigned thereto by Section
114 of the Act.

“Year” means the calendar year and “Financial Year” has the meaning assigned thereto by Section
2(41) of the Act.

The marginal notes used in these Articles shall not affect the construction thereof.

Save as aforesaid, any words or expressions defined in the Act shall if not inconsistent with the subject
or context bear the same meaning in these Articles.

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 “Security” means such security as may be specified by SEBI from time to time.

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

Authorised Share Capital

3. (a) The authorised Capital of the Company will be as stated in Clause V of the Memorandum of
Association, with the right and power to increase or reduce its Share Capital from time to time
and to divide the Shares in the Share Capital for the time being into several classes and to attach
thereto respectively such preferential, deferred, qualified or special rights, privileges or
conditions as may be determined by or in accordance with the Act and the Articles of
Association of the Company and to vary, modify, amalgamate or abrogate any such rights,
privileges or conditions in such manner as may be for the time being provided by the Articles
of Association of the Company and to acquire, purchase, hold, re-sell, any of its own fully /
partly paid equity and / or preference Shares whether redeemable or not and to make any
payment out of Share Capital or out of funds at its disposal, for and in respect of such purchase,
subject to the provisions of the Act in force from time to time.

The Company shall be entitled to dematerialize its existing shares, rematerialize its shares held
in the Depositories and / or to offer its fresh shares in a dematerialized form pursuant to the
Depositories Act, 1996 and the rules framed thereunder, if any.

(b) Paid-up Capital of the Company shall be minimum INR 5,00,000 (Indian Rupees Five Lakhs
only).

Increase of capital by the Company and how carried into effect

4. The Company in General Meeting may, from time to time, increase its Share Capital by the creation of
new Shares, with such increase to be of such aggregate amount and to be divided into Shares of such
respective amounts, as the resolution shall prescribe. Subject to the provisions of the Act, any Shares of
the original or increased capital shall be issued upon such terms and conditions and with such rights and
privileges annexed thereto, as the General Meeting resolving upon the creation thereof, shall direct, and
if no direction be given, as the Directors shall determine and in particular, such Shares may be issued
with a preferential or qualified right to dividends and in the distribution of assets of the Company upon
winding up, and with a right of voting at General Meeting of the Company in conformity with Sections
47 of the Act. Whenever the authorised Capital of the Company has been increased under the provisions
of the Article, the Directors shall comply with the provisions of Section 64 of the Act.

New Capital same as existing Capital

5. Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by
the creation of new shares shall be considered as part of the existing Share Capital, and shall be subject
to the provision herein contained, with reference to the payment of calls and instalments, forfeiture, lien,
surrender, transfer and transmission, voting and otherwise.

Preference Shares

6. Subject to the provisions of Section 55 of the Act, the Company shall have the power to issue from time
to time, Redeemable Cumulative and / or Non-Cumulative, Convertible and / or Non-Convertible
Preference Shares and such Preference may confer upon the holders thereof:

(i) the right to be paid a fixed preferential dividend either as a fixed amount or at a fixed rate specified
by the terms of issue of such from time to time in respect of the amount paid -up on the; (ii) the right to
attend meetings and vote on resolutions directly affecting their rights, resolutions for the winding up of
the Company, resolutions for the repayment or reduction of equity or preference Shares Capital; (iii)
right to attend meetings and vote on all resolutions where the dividend due on the Shares is in arrears for
not less than two years before the meetings; and (iv) in case of winding-up or repayment of Capital, a
preferential right of return of the Share Capital paid-up or deemed to be paid up together with arrears of

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 cumulative preferential dividend due thereon, but without any further right or claim over the assets of
the Company.

Provision to apply on issue of Redeemable Preference Shares

7. On the issue of Redeemable Preference Shares under the provisions of Article 6 hereof, the following
provisions shall take effect:

(a) no such Shares shall be redeemed except out of the profits of the Company which would otherwise
be available for dividend or out of the proceeds of a fresh issue of made for the purpose of the
redemption;

(b) no such Shares shall be redeemed unless they are fully paid;

(c) the premium, if any, payable on redemption must have been provided for out of the profits of the
Company or the Company's Shares Premium Account (as applicable in terms of Section 55 of the
Act) before the Shares are redeemed;

(d) where any such Shares are redeemed otherwise than out of the proceeds of a fresh issue, there
shall, out of profits which would otherwise have been available for dividend, be transferred to a
reserve fund, to be called 'Capital Redemption Reserve Account', a sum equal to the nominal
amount of the redeemed and provisions of the Act relating to the reduction for the Shares Capital
of the Company shall, except as provided in Section 55 of the Act, apply as if the Capital
Redemption Reserve Account were paid-up Shares Capital of the Company.

Reduction of Capital

8. The company may (subject to the provisions of Section 52, 55, 66 and other applicable provisions of the
Act) from time to time by Special Resolution, reduce its capital and any Capital Redemption Reserve
Account or Shares Premium Account in any manner for the time being authorised by law, and in
particular, capital may be paid off on the footing that it may be called upon again or otherwise. This
Article is not to derogate from any power the Company would have if it were omitted.

Sub-division, consolidation and cancellation of Shares

9. Subject to the provisions of Section 61 of the Act, the Company in General Meeting may, from time to
time, alter its memorandum to increase its Share Capital; sub-divide or consolidate its Shares or any of
them; convert Shares into stock and vice-versa; and cancel Shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any person and diminish the amount of its Share
Capital by the amount of the Shares so cancelled. The resolution whereby any Shares is sub- divided may
determine that, as between the holder of the resulting from such sub-division one or more such Shares
shall have some preference or special advantage as regards dividend, capital or otherwise over or as
compared with the other or others Subject as aforesaid.

9A The Company may, by special resolution, reduce in any manner and with, and subject to, any incident
authorised, and consent required by law -

(a) Its Share capital;

(b) Any capital redemption reserve account; and
(c) Any Share premium account

Modification of rights

10. Whenever the Share Capital by reason of the issue of Preference or otherwise, is divided into different
classes, of all or any of the rights and privileges attached to each class may, subject to the provisions of
Section 48 of the Act and terms of issue of such class of Shares, and whether or not the Company is being
wound up, be modified, commuted, affected or abrogated or dealt with by agreement between the
Company and any person purporting to contract on behalf of that class, provided such agreement is
ratified in writing by holders of at least three-fourths in nominal value of the issued Shares of the class
or is sanctioned by a Special Resolution passed at a separate General Meeting of the holders of that class.

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 Issue of further pari passu Shares not to affect the right of Shares already issued

11. The rights conferred upon the holders of the Shares of any class issued with preferred or any other rights
shall not, unless, otherwise expressly provided by the terms of issue of that class, be deemed to be varied
by the creation or issue of further Shares ranking pari passu therewith.

Sub-division and consolidation of Shares

12. The Directors are hereby authorised to issue equity Shares or Debentures (whether or not convertible
into equity shares) for offer and allotment to such of the officers, employees and workers of the Company
as the Directors may select or the trustees of such trust as may be set up for the benefit of the officers,
employees and workers in accordance with the terms and conditions of such scheme, plan or proposal as
the Directors may formulate. Subject to the consent of the Stock Exchanges and of the Securities
Exchange Board of India, the Directors may impose the condition that the Shares in or debentures of the
Company so allotted shall not be transferable for a specified period.

SHARES AND CERTIFICATES

Register and Index of Members

13. The Company shall cause to be kept a Register and Index of Members in accordance with Section 88 of
the Act. The Company shall be entitled to keep in any State or country outside India a branch Register
of Members resident in that State or country.

Shares to be numbered progressively and no Shares to be sub-divided

14. The Shares in the Share Capital shall be numbered progressively according to their several
denominations, and except in the manner hereinbefore mentioned no Shares shall be sub-divided. Every
forfeited or surrendered Shares shall continue to bear the number by which the same was originally
distinguished.

Further issue of capital

15. (a) Where at any time the Company proposes to increase its subscribed Capital by the
issue of further Shares, then such further Shares shall be offered to the persons who at the date
of the offer, are holders of the equity Shares of the Company, in proportion, as nearly as
circumstances admit, to the Shares Capital paid-up on these Shares in accordance with Section
62 of the Act.

(b) The aforesaid offer shall be made by a notice specifying the number of shares offered and
limiting a time not being less than fifteen days or such lesser number of days as may be
prescribed under the Act and not exceeding 30 (thirty) days from the date of the offer within
which the offer, if not accepted, will be deemed to have been declined.

(c) The aforesaid offer shall be deemed to include a right exercisable by the person concerned to
renounce the Shares offered to him or any of them in favour of any other person and the notice
referred to in (b) shall contain a statement of this right, provided that the Board may decline,
without assigning any reason therefore, to allot any Shares to any person in whose favor any
Member may renounce the Shares offered to him.

(d) After expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from
the person to whom such notice is given that he declines to accept the Shares offered, the Board
may dispose of them in such manner which is not disadvantageous to the Members and the
Company.

(e) Notwithstanding anything contained in the preceding sub-clause the Company may by a special
resolution offer further to any persons (including employees under a scheme of employees' stock
option) and such person or persons may or may not include the persons who at the date of the
offer are the holder of the equity Shares of the Company.

627
 (f) Nothing in sub-clause (c) shall be deemed:

(i) To extend the time within which the offer should be accepted; or
(ii) To authorize any person to exercise the right of renunciation for a second time, on the
ground that the person in whose favour the renunciation was first made has declined
to take the shares comprised in the renunciation.

(g) Notwithstanding anything contained in sub-clause (a) above but subject however, to Section
62(3) of the Act, the Company may increase its subscribed Capital on exercise of an option
attached to the debentures issued or loans raised by the Company to convert such debentures or
loans into Shares, or to subscribe for Shares, or to subscribe for Shares in the Company.

Provided that the terms of issue of such debentures or the terms of such loans containing such
option have been approved before the issue of such debentures or the raising of loan by a special
resolution passed by the Company in general meeting.

(h) Notwithstanding anything contained in sub-clause (g) above, where any debentures have been
issued or loan has been obtained from any Government by the Company, and if that Government
considers it necessary in the public interest so to do, it may, by order, direct that such debentures
or loans or any part thereof shall be converted into shares in the Company on such terms and
conditions as appear to the Government to be reasonable in the circumstances of the case even
if terms of the issue of such debentures or the raising of such loans do not include a term for
providing for an option for such conversion.

Provided that where the terms and conditions of such conversion are not acceptable to the
Company, it may, within sixty days from the date of communication of such order, appeal to
the National Company Law Tribunal which shall, after hearing the Company and the
Government, pass such order as it deems fit.

(i) In determining the terms and conditions of conversion under sub-clause (h), the Government
shall have due regard to the financial position of the Company, the terms of issue of debentures
or loans, as the case may be, the rate of interest payable on such debentures or loans and such
other matters as it may consider necessary.

(j) Where the Government has, by an order made under sub-clause (h), directed that any
debenture or loan or any part thereof shall be converted into shares in the Company and
where no appeal has been preferred to the National Company Law Tribunal under sub-
clause (h) or where such appeal has been dismissed, the Memorandum of Association of
the Company shall, where such order has the effect of increasing the authorized Share
Capital of the Company, be altered and the authorized share capital of the Company shall
stand increased by an amount equal to the amount of the value of shares which such
debentures or loans or part thereof has been converted into.

Shares under control of Directors

16. Subject to the provisions of these Articles and of the Act, the Shares (including any Shares forming part
of any increased capital of the Company) shall be under the control of the Directors, who may issue, allot
or otherwise dispose of the same or any of them to such persons in such proportion on such terms and
conditions and either at a premium or at par or at a discount and at such times as the Directors think fit
and subject to the sanction of the Company in General Meeting, with full power to give any person the
option or right to call for or be allotted Shares of any class of the Company either (subject to the
provisions of Section 52 and 53 of the Act) at a premium or at par or at a discount and such option being
exercisable for such time and for such consideration as the Directors think fit. The Directors may issue
and allot shares in the capital of the Company on payment in full or part of any property sold and
transferred or for any services rendered to the company in the conduct of its business and any Shares
which may so be allotted may be issued as fully paid up Shares and if so issued, shall be deemed to be
fully paid Shares. Provided that option or right to call of Shares shall not be given to any person or
persons without the sanction of the Company in the General Meeting. The Board shall cause to be filed
the returns as to allotment as provided for in the Act.

628
 Power to Company in General Meeting to issue Shares

17. In addition to and without derogating from the powers for that purpose conferred on the Board under
Article 15 and 16 the Company in General Meeting may, subject to the provisions of Section 62 of the
Act determine that any (whether forming part of the original Shares Capital or of any increased Shares
Capital of the Company) shall be offered to such person (whether members or not) in such proportion
and on such terms and conditions and either (subject to compliance with the provisions of Section 52 and
53 of the Act) at a premium or at par or at a discount, such option being exercisable at such times and for
such consideration as may be directed by such General Meeting or the Company in General Meeting may
make any other provision whatsoever for the issue, allotment or disposal of any Shares.

Acceptance of Shares

18. Any application signed by or on behalf of an applicant for Shares in the Company, followed by an
allotment of any Shares therein, shall be an acceptance of Shares within the meaning of these Articles,
and every person who thus or otherwise accepts any Shares and whose name is on the register of members
(or the register of beneficial owners maintained by a depository) shall, for the purpose of these Articles,
be a member.

Deposit and call etc. to be a debt payable immediately

19. The money (if any) which the Board shall, on the allotment of any Shares being made by them, require
or direct to be paid by way of deposit, call or otherwise, in respect of any Shares allotted by them, shall
immediately on the insertion of the name of the allottee in the Register of Members as the name of the
holders of such Shares become a debt due to and recoverable by the Company from the allottee thereof,
and shall be paid by him accordingly.

Liability of Members

20. Every member, or his heirs, executors or administrators, shall pay to Company the portion of the capital
represented by his Shares or which may, for the time being, remain unpaid thereof in such amounts, at
such time or times, and in such manner as the Board shall, from time to time in accordance with the
Company's regulations, require or fix for the payment thereof.

Shares Certificate

21. Subject to the provisions of Section 46 and the rules made thereunder:

(a) Every member or allottee of shares shall be entitled, without payment, to receive one certificate
for all the shares of each class or denomination registered in the name of the person in whose
favour it is issued, the shares to which it relates and the amount paid-up thereon or, if the
Directors so approve (upon paying such fee of fees or at the discretion of the Directors without
payment of fees as the Directors may from time to time determine, subject to a maximum of
twenty rupee) to several certificates, each for one or more of such shares and the Company shall
complete and have ready for delivery such certificates within two months after allotment or
within one month from the receipt of the application for the registration of transfer, transmission,
sub-division, consolidation or renewal of any of its Shares as the case may be, to several
certificates.

Such certificates shall be issued only in pursuance of a resolution passed by the Board and on
surrender to the Company of its letters of allotment or its fractional coupons of requisite value,
save in case of issues against letters of acceptance or of renunciation or in case of issue of bonus
shares. Every such certificate shall be issued under the Seal of the Company, which shall be
affixed in the presence of, and signed by any two · Directors or persons acting on behalf of the
Directors under a duly registered power of attorney and the Secretary or other person shall sign
the Share certificate, provided that if the composition of the Board permits it, at least one of the
aforesaid two Directors shall be a person other than a Managing or a whole time Director. Every
such Share certificate shall specify the number and distinctive numbers of shares in respect of
which it is issued and amount paid thereon and shall be in such form as the Directors shall

629
 prescribe or approve. Particulars of every Share certificate issued shall be entered in the register
of members against the name of the person to whom it has been issued, indicating the date of
issue.

(b) Any two or more joint allottees of a Share shall, for the purpose of this Article, be treated as a
single Member, and the certificate of any Share, which may be the subject of joint ownership,
may be delivered to anyone of such joint owners on behalf of all of them. For any further
certificate the Board shall be entitled but shall not be bound, to prescribe a charge not exceeding
Rupee one. The Company shall comply with the provisions of Section 46 of the Act and the rules
made thereunder.

(c) Directors may sign a Shares certificate by affixing their signature thereon by means of any
machine, equipment or other mechanical means, such as engraving in metal or lithography, but
not by means of a rubber stamp, provided that the Director shall be responsible for the safe
custody of such machine, equipment or other material used for the purpose.

Renewal of Shares certificate

22. (a) No certificate of any Shares or Shares shall be issued either in exchange for those
which are sub-divided or consolidated or in replacement of those which are defaced, torn or old,
decrepit, mutilated, worn out, or where the cages on the reverse for recording transfers have
been duly utilised, unless the certificate in lieu of which it is issued is produced and surrendered
to the Company.

(b) When a new Share certificate has been issued in pursuance of clause (a) of this Article it shall
state on the face of it and against such counterfoil to the effect that it is "issued in lieu of Shares
certificate No. sub- divided / replaced / on consolidation of Shares.

(c) If a Share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only
with the prior consent of the Board and on such terms, if any, as to evidence and indemnity as
to the payment of out-of-pocket expenses incurred by the Company in investigating evidence,
as the Board thinks fit.

(d) When a new Shares certificate has been issued in pursuance of clause (c) of this Article, it shall
state on the face of it or counterfoil to the effect that it is 'duplicate issued in lieu of Shares
certificate No…..’. The word 'Duplicate' shall be stamped or punched in bold letters across the
face of the Shares certificate.

(e) Where a new Share certificate has been issued in pursuance of clause (a) or clause (c) of this
Article, particulars of every such Share certificate shall be entered in Register of Renewed and
Duplicate certificates indicating against the names of the persons to whom the certificate is
issued, the number and date of issue of the Share certificate in lieu of which the new certificate
is issued, and the necessary changes indicated in the Register of Members by suitable cross
reference in the 'Remarks' column.

(f) Every certificate under this Article shall be issued without payment of fees if the Board so
decides, or on payment of such fees (not exceeding INR 50 (Indian Rupees fifty)) as the Board
shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement
of those which are old, defaced or worn out or where there is no further space on the back thereof
for endorsement of transfer or in case of sub-division or consolidation of Shares.
Notwithstanding the foregoing provisions of this Article, the Board shall comply with applicable
Law including the rules or regulations or requirements of any stock exchange, or the rules made
under the Securities Contracts (Regulation) Act, 1956, or any statutory modification or re-
enactment thereof, for the time being in force.

(g) Subject to the provisions of the Act, the provisions of the foregoing Articles relating to issue of
certificates shall mutatis mutandis apply to issue of certificates for any other securities including
debentures of the Company.

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 (h) All blank forms to be issued for issue of Share certificate shall be printed and printing shall be
done only on the authority of a resolution of the Board. The blank forms shall be consecutively
machine numbered and the forms and the blocks, engraving, facsimiles relating to the printing
of such forms shall be kept in the custody of the Secretary or such other person as the Board
may appoint for the purpose; and the Secretary or the other person aforesaid shall be responsible
for rendering an account of these forms to the Board.

(i) The Managing Director of the Company for the time being or, if the Company has no Managing
Director, every Director of the Company shall be responsible for the maintenance, preservation
and safe custody of all books and documents relating to the issue of Share certificates except
the blank forms of Share certificates referred to in sub Article(f).

(j) All books referred to in sub-Article (g) shall be preserved in good order permanently.

The first named joint holder deemed sole holder

23. If any Shares stands in the names of two or more persons, the person first named in the Register shall as
regards receipt of dividends, bonus or service or notices and all or any other matter connected with the
Company, except voting at meetings, and the transfer of the, be deemed the sole holder thereof but the
joint-holders of a Shares shall be severally as well as jointly liable for the payment of all instalments and
calls due in respect of such Shares and for all incidentals thereof according to the Company's regulations.

Company not bound to recognise any interest in Shares other than that of registered holder

24. Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall not be
bound or compelled to recognise any equitable, contingent, future or partial interest in any Shares, or
(except only as is by these Article otherwise expressly provided) any right in respect of a Shares other
than an absolute right thereto in accordance with these Articles in the person from time to time registered
as the holder thereof; but the Board shall be at liberty at their sole discretion to register any Shares in the
joint names of any two or more persons or the survivor or survivors of them.

Funds of Company may not be applied in purchase of Shares of the company

25. None of the funds of the Company shall be applied in the purchase of any Shares of the Company, and
it shall not give any financial assistance for or in connection with the purchase or subscription of any in
the Company or in its holding Company save as provided by Section 67 of the Act. The Company may,
however, undertake a buy-back of its securities in accordance with Sections 67, 68, 69, 70 and other
applicable provisions of the Act.

UNDERWRITING AND BROKERAGE

Commission may be paid

26. Subject to the provision of the Act, the Company may at any time pay commission to any person in
consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any or
debentures in the Company, or procuring, or agreeing to procure, subscriptions (whether absolute or
conditional) for any or debentures in the Company, but so that the commission shall not exceed in the
case of Shares five per cent of the price at which the Shares are issued and in the case of debentures two
and a half per cent of the price at which the debentures are issued. Such commission may be satisfied by
payment of cash or by allotment of fully or partly paid Shares or in any other manner.

Brokerage

27. The Company may pay a reasonable sum for brokerage

CALLS

Director may make calls

631
28. The Board may, from time to time, subject to the terms on which any Shares may have been issued and
subject to the conditions of allotment by a resolution passed at a meeting of the Board (and not by circular
resolution) make such calls as it thinks fit upon the members in respect of all money unpaid on the Shares
held by them respectively and each member shall pay the amount of every call so made on him to the
person or persons and at the times and places appointed by the Board. A call may be made payable by
instalments.

29. The Board may-

(i) may, if it thinks fit, subject to the provisions of the Act agree to and, receive from any Member
willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares
held by him beyond the sums actually called for; and

(ii) upon all or any of the monies so paid or satisfied in advance, may (until the same would, but for
such advance, become presently payable) pay interest at such rate not exceeding, unless the
Company in general meeting shall otherwise direct, twelve per cent per annum, as may be agreed
upon between the Board and the Member paying the sum in advance. The Members shall not be
entitled to any voting rights in respect of the monies so paid by him until the same would but for
such payment, become presently payable. The provisions of these Articles shall mutatis mutandis
apply to any calls on Debentures of the Company.

Notice of calls

30. Fifteen days' notice in writing of any call shall be given by the Company specifying the time, place of
payment, and the person or persons to whom such call shall be paid.

Calls to date from resolution

31. A call shall be deemed to have been made at the time when the resolution authorising such call was
passed at a meeting of the Board.

Call may be revoked or postponed

32. A call may be revoked or postponed at the discretion of the Board.

Liability of joint holders

33. The joint holders of Shares shall be jointly and severally liable to pay all calls in respect thereof.

Directors may extend time for call

34. The Board may, from time to time at its discretion, extend the time fixed for the payment of any call and
may extend such time as to all or any of the members who from, residence at a distance or other cause,
the Board may deem fairly entitled to such extension but no member shall be entitled to such extension
save as a matter of grace and favour.

Calls to carry interest

35. If any member fails to pay any call due from him on the day appointed for the payment thereof, or any
such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed
for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by
the Board not exceeding 10 per cent per annum but nothing in this Article shall render it obligatory for
the Board to demand or recover any interest from any such members.

Sums deemed to be calls

36. Any sum, which by the terms of issue of a Share becomes payable on allotment or at fixed date, whether
on account of the nominal value of the Shares or by way of premium shall for the purposes of these
Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the
same become payable, and in case of non-payment all the relevant provisions of these Articles as to

632
 payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable
by virtue of a call duly made and notified.

Proof on trial of suit for money due on

37. On the trial or hearing of any action or suit brought by the Company against any member or his
representatives for the recovery of any money claimed to be due to the Company in respect of his, it shall
be sufficient to prove that the name of the member in this respect of whose Shares the money is sought
to be recovered, appears entered on the Register of Members as the holder, at or subsequently to the date
at which the money is sought to be recovered is alleged to have become due on the in respect of which
such money is sought to be recovered; that the resolution making the call is duly recorded in the Minute
Book; and that notice of such call was duly given to the member or his representatives sued in pursuance
of these Articles; and that it shall not be necessary to prove the appointment of the Directors who made
such call, or that a quorum of Directors were present at the Board at which any call was made nor that
the meeting at which any call made was duly convened or constituted nor any matters whatsoever, but
the proof of the matters aforesaid shall be conclusive evidence of the debt.

Partial payment not to preclude forfeiture

38. Neither the receipt by the Company of a portion of any money which shall from time to time be due from
any member to the Company in respect of his Shares, either by way of principal or interest, nor any
indulgence granted by the Company in respect of the payment of any such money, shall preclude the
Company from thereafter proceeding to enforce a forfeiture of such Shares as hereinafter provided.

Payment in anticipation of calls may carry interest

39. (a) The Board may, if it thinks fit, agree to and receive from any member willing to
advance the same, all or any part of the amounts of his respective beyond the sums, actually
called up and upon the moneys so paid in advance, or upon so much thereof, from time to time
and at any time thereafter as exceeds the amount of the calls then made upon and due in respect
of the on account of which such advances are made, the Board may pay or allow interest, at
such rate as the member paying the sum in advance and the Board agree upon. The Board may
agree to repay at any time any amount so advanced or at any time repay the same upon giving
to the member three months' notice in writing. Provided that moneys paid in advance of calls
on any Shares may carry interest but shall not confer a right to dividend or to participate in
profits.

(b) No member paying any such sum in advance shall be entitled to voting rights in respect of the
moneys so paid by him until the same would but for such payment become presently payable.

LIEN

Company to have lien on Shares/Debentures

40. The company shall have a first and paramount lien upon all the Shares/Debentures (other than fully paid
up Shares/Debentures) registered in the name of each member (whether solely or jointly with other) and
upon the proceeds of sale thereof for all money (whether presently payable or not) called or payable at a
fixed time in respect of such Shares, and no equitable interest in any Shares shall be created except upon
the footing and upon the condition that Article 24 hereof is to have full effect. Any such lien shall extend
to all dividends from time to time declared in respect of such Shares/Debentures. Unless otherwise agreed
the registration of a transfer of Shares/Debentures shall operate as a waiver of the Company's lien, if any,
in such Shares.

41. Provided that the Board of directors may at any time declare any share to be wholly or in part exempt
from the provisions of this clause.

42. Provided that fully paid shares shall be free from all lien and that in the case of partly paid shares the
Company's lien shall be restricted to monies called or payable at a fixed time in respect of such shares

Enforcing lien for sale

633
43. For the purpose of enforcing such lien the Board may sell the Shares subject thereto in such manner as
they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such
Shares and may authorise one of their members to execute a transfer thereof on behalf of and in the name
of such members. No sale ·shall be made until notice in writing of the intention to sell shall have been
served on such member or his representatives and default shall have been made by him or them in
payment, fulfilment, or discharge of such debts, liabilities or engagements for fourteen days after such
notice.

40A The purchaser shall be registered as the holder of the Shares comprised in any such transfer. The
purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the
Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Application of proceeds or sale

44. The net proceeds of any such sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable and the residue, if
any, shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale)
be paid to the persons entitled to the Shares at the date _of the sale.

FORFEITURE OF SHARES

Notice to member who has not paid call

45. If any member fails to pay any call or instalment of a call on or before the day appointed for the payment
of the same or any such extension thereof as aforesaid, the Board may at any time thereafter, during such
time as the call or instalment remains unpaid, give notice to him requiring him to pay the same together
with any interest that may have accrued, and all expenses that may have been incurred by the Company
by reason of such non-payment.

Form of Notice

46. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or
places on and at which such call or instalment and such interest thereon at such rate not exceeding 10 per
cent per annum as the Directors shall determine from the day in which such call or instalment ought to
have been paid and expenses as aforesaid are to be paid. The notice shall also state that, in the event of
the non-payment at or before the time and at the place appointed, the Shares in respect of which the call
was made or instalment is payable, will be liable to be forfeited.

In default of payment, to be forfeited

47. If the requirements of any such notice as aforesaid shall not be complied with, every or any Shares in
respect of which such notice has been given, may at any time there after before payment of calls or
instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the Board to that
effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the
forfeited Shares and not actually paid before the forfeiture.

Notice of forfeiture to a member

48. When any Shares shall have been so forfeited notice of the forfeiture shall be given to the member in
whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date
thereof, shall forthwith be made in the Register of Members, but no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make any such entry as aforesaid.

Forfeited Shares to be property of the Company and may be sold etc.

49. Any Shares so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted,
or otherwise disposed-off, either to the original holder thereof or to any other person; upon such terms
and in such manner as the Board shall think fit.

634
 Member still liable to pay money owing at time of forfeiture and interest

50. Any member whose Shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the Company, on demand all calls, instalments, interest and expenses owing upon
or in respect of such Shares at the time of the forfeiture, together with interest thereon from the time of
the forfeiture, until payment, at such rate not exceeding 18 per cent per annum as the Board may
determine and the Board may enforce the payment thereof, if it thinks fit.

Effect of forfeiture

51. The forfeiture of a Shares shall involve extinction at the time of the forfeiture, of all• interest in all claims
and demand against the Company, in respect of the Shares and all other rights incidental to the Shares,
except only such of those rights as by these Articles are expressly save.

Evidence of forfeiture

52. A declaration in writing that the declarant is a Director or Secretary of the Company and that a Shares in
the Company has been duly forfeited in accordance with these Articles on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all persons claimed to be entitled to the
Shares.

Validity of sale under Article 37 and 43

53. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore
given, the Board may appoint some person to execute an instrument of transfer of the sold and cause the
purchaser's name to be entered in the Register in respect of the sold, and the purchaser shall not be bound
to see the regularity of the proceedings, or to the applications of the purchase money, and after his name
has been entered in the Register in respect of such the validity of the sale shall not be impeached by any
person and the remedy of any person aggrieved by the sale shall be in damages only and against the
Company exclusively.

Cancellation of Shares certificates in respect of forfeited

54. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate or certificates originally issued in respect of the relative shall (unless the same shall on demand
by the Company has been previously surrendered to it by the defaulting member) stand cancelled and
become null and void and of no effect, and the Directors shall be entitled to issue a duplicate certificate
or certificates in respect of the said to the person or persons entitled thereto.

Power to annul forfeiture

55. The Board may at any time before any Shares so forfeited shall have been sold, re-allotted or otherwise
disposed-off, annul the forfeiture thereof upon such conditions as it thinks fit.

TRANSFER AND TRANSMISSION OF SHARES

Register of Transfers

56. The Company shall keep a "Register of Transfers" and therein shall be fairly and distinctly entered
particulars of every transfer or transmission of any Shares.

Form of transfer

57. Shares in the Company may be transferred by an instrument in writing as provided by the provision of
the Act, such instrument of transfer shall be in the form prescribed and shall be duly stamped and
delivered to Company within the period prescribed in the Act.

Transfer form to be completed and presented to the Company

635
58. The instrument of Transfer duly stamped and executed by the Transferor and the Transferee shall be
delivered to the Company in accordance with the provisions of the Act. The Instrument of Transfer shall
be accompanied by such evidence as the Board may require to prove the title of Transferor and his right
to transfer the Shares and every registered instrument of Transfer shall remain in the custody of the
Company until destroyed by order of the Board. The Transferor shall be deemed to be the holder of such
Shares until the name of the Transferee shall have been entered in the Register of Members in respect
thereof. Before the registration of a transfer the certificate of the Shares must be delivered to the
Company.

Transfer Books and Register of members when close

59. The Board shall have power on giving not less than seven day's previous notice in accordance with
Section 91 and rules made thereunder, the registration of transfers may be suspended at such times and
for such periods as the Board may from time to time determine, not exceeding thirty days at a time and
in the aggregate forty-five days in each year.

Directors may refuse to register transfers

60. Subject to the Provisions of Section 58 of the Act, Board may, in due and strict accordance and
compliance with the provision of Section 22A of the Securities Contract (Regulation) Act, 1956, decline
to register or acknowledge any transfer of, whether fully paid or not, (notwithstanding that the proposed
transferee be already a member), but in such cases it shall, within thirty days from the date on which the
instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of
the refusal to register such transfer. The registration of transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the Company on any
account whatsoever, except a lien on Shares.

Notice of application when to be given

61. Where in the case of partly paid Shares, an application for registration is made by the transferor; the
Company shall give notice of the application to the transferee in accordance with the provisions of
Section 56 of the Act.

Nomination of Shares

62. (1) Every holder / joint holder of Shares in or holder / joint holder of debentures of the
Company may at any time, nominate, in accordance with the provisions of and in the manner
provided by Section 72 of the Act a person to whom all the rights in the Shares or debentures
of the Company shall vest in the event of death of the holder / joint holders.

(2) A person, being a nominee, becoming entitled to a security by reason of the death of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled if he
were the registered holder of the security except that he shall not, before being registered as a
member in respect of his security, be entitled in respect of it to exercise any rights conferred by
membership in relation to meetings of the Company

Death of one or more joint- holders of

63. In the case of the death of any one or more of the persons named in the Register of Members as the joint-
holders of any Shares, the survivor or survivors shall be the only persons recognised by the Company as
having any title to or interest in such Shares, but nothing herein contained shall be taken to release the
estate of a deceased joint-holder from any liability on Shares held by him jointly with any other person.

Title of deceased Member

64. The executors or administrators or holders of a Succession Certificate or the legal representatives of a
deceased member (not being one or two or more joint holders) shall be the_ only persons recognised by
the Company as having any title to the registered in the name of such member, and the Company shall
not be bound to recognise such executors or administrators or holders or successors or the legal
representatives, unless such executors or administrators or legal representatives shall have first obtained

636
 Probate or Letter of Administration or Succession Certificate, as the case may be, from a duly constituted
Court in the Union of India; provided that in any case where the Board in its absolute discretion thinks
fit, the Board may dispense with production of Probate or Letters of Administration or Succession
Certificate, upon such terms as to indemnity or otherwise as the Board in its absolute discretion may
think necessary and under Article 64 register the name of any person who claims to be absolutely entitled
to the Shares standing in the name of a deceased member, as a member.

No transfer to infant etc.

65. No Shares shall in any circumstances be transferred to any infant, insolvent or person of unsound mind.

Registration of person entitled to otherwise than by transfer

66. Subject to the provisions of the Act and Article 60 and 61, any person becoming entitled to Shares in
consequence of the death, lunacy, bankruptcy or insolvency of any member, or by any lawful means
other than by a transfer in accordance with these Articles, may, with the consent of the Board (which it
shall not be under any obligation to give), upon producing such evidence that he sustains the character
in respect of which he proposes to act under this Articles or of such title as the Board thinks sufficient,
either be registered himself as the holder of the Shares or elect to have some person nominated by him
and approved by the Board registered as such holder, provided nevertheless, that if such person shall
elect to have his nominee registered, he shall testify the election by executing in favour of his nominee
an instrument of transfer in accordance with the provisions herein contained, and until he does so, he
shall not be freed from any liability in respect of the Shares.

Person entitled may receive dividend without being registered as Member

67. A person entitled to Shares by transmission shall, subject to the right of the Directors to retain such
dividends or money as hereinafter provided, be entitled to receive and may give a discharge for, any
dividend or other moneys payable in respect of the Shares. Such person shall not, before being registered
as a member in respect of the Share, be entitled in respect of it exercise any right conferred by
membership in relation to meetings of the Company.

Fee on transfer or transmission

68. There shall be paid to the Company in respect of the transfer or transmission of any number of Shares,
such fee, if any, as the Directors may require.

Company not liable for disregard of a notice prohibiting registration of a transfer.

69. The Company shall incur no liability or responsibility whatsoever in consequence of its giving effect to
any transfer of Shares made or purporting to be made by any apparent legal owner thereof (as shown or
appearing in the Register of Members) to the prejudice of person having or claiming any equitable right,
title or interest to or in the said, notwithstanding that the Company may have had notice of such equitable
right, title or interest or notice prohibiting registration of such transfer, and may have such notice, or
referred thereto, in any book of the Company, and the Company shall not be bound or required to regard
or attend or give effect to any notice which may be given to it of any equitable right, title or interest or
be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or
referred to in some book of the Company, but the Company shall nevertheless be at liberty to record and
attend to any such notice and give effect thereto if the Board shall so think fit.

COPIES OF MEMORANDUM AND ARTILCES OF ASSOCIATION TO BE SENT TO MEMBERS

Copies of Memorandum and Articles of Association to be sent by the Company

70. Copies of the Memorandum and Articles of Association of the Company and other documents referred
to Section 17 of the Act shall be sent by the Company to every member at his request within seven days
of the request on payment of the sum of INR 25 (Indian Rupees Twenty-five) of each copy.

BORROWING POWERS

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 Power to Borrow

71. Subject to the provisions of Section 179 and 180 of the Act the Board may, from time to time at its
discretion by a resolution passed at a meeting of the Board, accept deposits from members, either in
advance of call or otherwise and generally raise or borrow or secure the payment of any sum or sums of
money for the purpose of the Company provided however, where the moneys, to be borrowed together
with the moneys already borrowed (apart from temporary loans obtained from the Company's bankers in
the ordinary course of business) exceed the aggregate of the paid up capital of the Company and its free
reserves (not being reserves set apart for any specific purpose) the Board shall not borrow such moneys
without the consent of the company in General Meeting.

Payment or repayment of moneys borrowed

72. Subject to the provisions of Articles 68 hereof, the payment or re-payment of moneys borrowed as
aforesaid may be secured in such manner and upon such terms and conditions in all respect as the Special
Resolution shall prescribe including by the issue of debentures or debenture-stock of the Company,
charged upon all or any part of the property of the Company (both present and future) including its
uncalled capital for the time being; and debentures, debenture-stock and other securities may be made
assignable free from any equities between the Company and the person to whom the same may be issued.

Terms of issue of Debentures

73. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into Shares of any denomination, and with
any privileges and condition as to redemption, surrender, drawing, allotment of and attending (but not
voting) at General Meeting, appointment of Directors and otherwise. Debentures with the right to
conversion into or allotment of Shares shall be issued only with the consent of General Meeting by a
Special Resolution.

Register of Mortgage etc., to be kept

74. The Board shall cause a proper Register to be kept in accordance with the provisions of Section 85 of the
Act of all mortgages, debentures and charges specifically affecting the property of the Company; and
shall cause the requirements of Section 77 to 87 (both inclusive) of the Act in that behalf to be duly
complied with, so far as they fall to be complied with by the Board.

Register and Index of Debenture holders

75. The Company shall, if at any time it issues debentures, keep a Register and Index of Debenture- holder
in accordance with Section 88 of the Act. The company shall have the power to keep in any state or
country outside India a branch Register of Debenture holders resident in that State or Country.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

Shares may be converted into stock

76. The company in general meeting may convert any paid-up Shares into stock, and when any Shares shall
have been converted into stock, the several holders of such stock may henceforth transfer their respective
interest therein, or any part of such interest, in the same manner and subject to the same regulations as,
and subject to the same regulations as the Shares from which the stock arose might have been transferred,
if no such conversion had taken place, or as near thereto as circumstances will admit. The Company may
at any time reconvert any stock into paid-up Shares of any denomination.

Right of stock holders

77. The holders of stock shall, according to the amount of stock held by them, have same rights, privileges
as regards dividends, voting at meetings of the Company, and other matters, as if they held the Shares
from which the stock arose; but no such privileges or advantage (except participation in the dividends
and profits of the Company, and in the assets on winding-up) shall be conferred by an amount of stock
which would not, if existing in, have conferred that privilege or advantage

638
 DEMATERIALISATION OF SECURITIES

Dematerialisation of Securities

78. (1) Notwithstanding anything contained in these Articles, the Company shall be entitled
to dematerialise its securities and to offer securities in a dematerialised form pursuant to the
Depositories Act, 1996.

Options for investors

(2) Every person subscribing to securities offered by the Company shall have the option to receive
security certificates or to hold the securities with a depository. Such person who is the beneficial
owner of the securities can at any time opt out of a depository, if permitted by the law, in respect
of any security in the manner provided by the Depositories Act, and the Company shall, in the
manner and within the time prescribed, issue to the beneficial owner the required Certificate of
Securities.

(3) If a person opts to hold his security with a depository, the Company shall intimate such
depository the details of allotment of the security, and on receipt of the information, the
depository shall enter in its record the name of the allottee as the beneficial owner of the security.

Securities in depositories to be in fungible form

(4) a) All securities held by a depository shall be dematerialised and be in fungible form. Nothing
contained in Sections 89 and 187 of the Act shall apply to a depository in respect of the
securities held by it on behalf of the beneficial owners.

Rights of Depositories and beneficial owners

(b) Notwithstanding anything to the contrary contained in the Act or these Articles, a
depository shall be deemed to be the registered owner for the purposes of effecting transfer
of ownership of security on behalf of the beneficial owner.

(c) Save as otherwise provided in (a) above, the depository as the registered owner of the
securities shall not have any voting rights or any other rights in respect of the securities
held by it.

(d) Every person holding securities of the Company and whose name is entered as the
beneficial owner in the records of the depository shall be deemed to be a member of the
Company. The beneficial owner of securities shall be entitled to all the rights and benefits
and be subject to all the liabilities in respect of his securities which are held by a
depository.

Service of documents

(5) Notwithstanding anything in the Act, or these Articles to the contrary, where securities are held
in a depository, the records of the beneficial ownership may be served by such depository on
the Company by means of electronic mode or by delivery of floppies or discs.

Transfer of Securities

(6) Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of securities
effected by a transferor and transferee both of whom are entered as beneficial owners in the
records of a depository.

Allotment of securities dealt with in a depository

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 (7) Notwithstanding anything in the Act, or these Articles, where securities are dealt with by a
depository, the Company shall intimate the details thereof to the depository immediately on
allotment of such securities

Distinctive numbers of securities held in a depository

(8) Nothing contained in the Act or these Articles regarding the necessity of having distinctive
numbers for securities issued by the Company shall apply to securities held with a depository.

Register and Index of Beneficial Owner

(9) The Register and Index of beneficial owners maintained by a depository under Depositories
Act, 1996, shall be deemed to be the Register and Index of Members and Security holders for
the purposes of these Articles.

MEETING OF MEMBERS

Annual General Meeting Annual Summary

79. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to
any other meeting in that year. All General Meetings other than Annual General Meeting shall be called
Extraordinary General Meetings. The first Annual General meeting shall be held within six months after
the expiry of each financial year, provided that not more than fifteen months shall elapse between the
date of one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions
shall be taken as affecting the right conferred upon the Registrar under the provisions of Section 96 of
the Act to extend the time within which any Annual General Meeting may be held. Every Annual General
Meeting shall be called for a time during business hours, i.e. 9.00a.m. to 6.00 p.m., on a day that is not a
national holiday, and shall be held at the office of the Company or at some other place within the city in
which the office of the Company is situate as the Board may determine and the Notice calling the Meeting
shall specify it as the Annual General Meeting. The Company may in any one Annual General Meeting
fix the time for its subsequent Annual General Meetings. Every member of the Company shall be entitled
to attend either in person or by proxy and the Auditor of the Company shall have the right to attend and
to be heard at any General Meeting which he attends on any part of the business which concern him as
Auditor. At every Annual General Meeting, there shall be laid on the table the Director's Report and
Audited Statement of Account, Auditor's Report (if not already incorporated in the audited Statements
of Account), the proxy Register with proxies and the Register of Directors Shareholdings which later
Register shall remain open and accessible during the continuance of the meeting. The Board shall cause
to be prepared the Annual Return, List of Members, Summary of the Shares Capital, Balance Sheet and
Profit and Loss Account and forward the same to the Registrar in accordance with Sections 92 and 129
of the Act.

EXTRAORDINARY GENERAL MEETING

Extraordinary General Meeting

80. The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition in writing by any member or members holding in the aggregate not less than one-tenth of
such of the paid-up capital as at that date carries the right to voting in regard to the matter in respect of
which the requisition has been made.

Requisition of Members to state object of meeting

81. Any valid requisition so made by members must state the object or objects of the meeting proposed to
be called, and must be signed by the requisitionist and to be deposited at the office provided that such
requisition may consist of several documents in like form each signed by one or more requisitionist.

On receipt of requisition, Directors to call Meeting and in default requisitionists may do so

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82. Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General Meeting
and if they do not proceed within twenty-one days from the date of the requisition being deposited at the
office to cause a meeting to be called on a day not later than forty-five days from the date of deposit of
the requisition, the requisitionists, or such of their number as represent a majority in value of the paid-up
Share Capital held by all of them, may themselves call the Extraordinary General Meeting, but in either
case any Extraordinary General Meeting so called shall be held within three months from the date of the
delivery of the requisition as aforesaid.

Meeting called by requisitionists

83. Any meeting called under foregoing articles by the requisitionists shall be called in the same manner, as
nearly as possible, as that in which meetings are to be called by the Board.

Twenty-one days’ notice of meeting to be given

84. Twenty-one days' notice at the least of every General Meeting, Annual or Extraordinary, and by
whomsoever called specifying the date, day, place and hour of meeting, and the general nature of business
to transacted thereat, shall be given in the manner hereinafter provided, to such persons as are under these
Articles entitled to receive notice from the Company. Provided that in the case of an Annual General
Meeting with the consent in writing of all the members entitled to vote thereat and in case of any other
meeting, with the consent in writing of all the members holding not less than 95 per cent of such part of
the paid-up Shares capital of the Company as gives a right to vote at the meeting, a meeting may be
convened by a shorter notice. In the case of an Annual General Meeting, if any business other than (i)
the consideration of the Accounts, Balance Sheets and Reports of the Board of Directors and Auditors,
(ii) the declaration of dividend, (iii) the appointment of Directors in place of those retiring, (iv) the
appointment of and fixing of the remuneration of the Auditors, is to be transacted, and in the case of any
other meeting in any event there shall be annexed to the notice of the Meeting a statement setting out all
material facts concerning each such item of business including in particular the nature of the concern of
interest, if any therein of every Director, and the Manager (if any), where any such item of special
business relates to or affects any other Company, the extent of shareholding interest in other company of
every Director, and the Manager, if any, of the Company shall also be set out in the statement if the extent
of such Shareholding interest is not less than 2 (two) per cent of the paid-up Share Capital of the other
Company. Where any item of business consists of according of approval to any document by the meeting,
the time and place where the document can be inspected shall be specified in the statement aforesaid.

Omission to give Notice not to invalidate a resolution passed

85. The accidental omission to give any such notice as aforesaid to any of the members, or the non-receipt
thereof, shall not invalidate any resolution passed at any such meeting.

Meeting not to transact business not mentioned in notice

86. No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact any
business which has not been mentioned in the notice or notices upon which it was convened.

Quorum at General Meeting

87. The quorum for a general Meeting shall be as set out in Section 103 of the Act.

Body corporate deemed to be personally present

88. A body corporate being a member shall be deemed to be personally present if it is duly represented by
an authorised representative.

If quorum not present meeting to be dissolved or adjourned

89. If at the expiration of half an hour from the time appointed for holding a meeting of company, a quorum
shall not be present, the meeting, if convened by or upon requisition of members, shall stand dissolved,
but in any other case the meeting shall stand adjourned to the same day next week or if that day is a
public holiday until the next succeeding day which is not a public holiday at the same time and place or

641
 to such other day, and at such other time and place in the city or town in which the Office of the Company
is for the time being situate, as the Board may determine and if at such adjourned meeting a quorum is
not present at the expiration of half an hour from the time appointed for holding the meeting, the members
present shall be a quorum and may transact the business for which the meeting was called.

Chairman of General Meeting

90. The Chairman (if any) of the Directors shall be entitled to take the Chair at every General Meeting
whether Annual or Extraordinary. If there be no such Chairman of the Directors, or, if at any meeting he
shall not be present within fifteen minutes of the time appointed for holding such meeting or if he shall
be unable or unwilling to take the Chair, then the Vice-Chairman (if any) of the Directors shall be entitled
to take the Chair and if there be no such Vice-Chairman or if he be not so present, the members present
shall elect another Director as Chairman, and if no Director be present or if all the Directors present
decline to take the Chair, then the members present shall elect one of their member to be the Chairman.

Business confined to election of Chairman whilst chair vacant

91. No business shall be discussed at any General Meeting except the election of a Chairman, whilst the
Chair is vacant.

Chairman with consent may adjourn meeting

92. The Chairman with the consent of the members may adjourn any meeting from time to time and from
place to place, but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which adjournment took place.

Question on General Meeting how decided

93. At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands,
unless voting is carried out electronically or a poll is (before or on declaration of the result of the show
of hands) demanded by any member or members present in person or by proxy and holding in the
Company which confer a power to vote on the resolution not being less than one-tenth of the total voting
power in respect of the resolution or on which an aggregate sum of not less than INR 5,00,000 (Indian
Rupees five lakhs) or such higher sum as may be prescribed by law has been paid-up, and unless a poll
is demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or
carried unanimously, or by a particular majority or lost and an entry to that effect in the Minute Book of
the Company shall be conclusive evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against that resolution.

Chairman's casting vote

94. In the case of an equality of votes, the Chairman shall both on show of hands and at a poll (if any) have
a casting vote in addition to the vote or votes to which he may be entitled as member.

Poll to be taken if demanded

95. If a poll is demanded as aforesaid, the same shall be taken at such time (not later than forty-eight hours
from the time when the demand was made) and place in the city or town in which the Office of the
Company is for the time being situate and either by open voting or by ballot, as the Chairman shall direct,
and either at once or after an interval or adjournment, or otherwise, and the result of the poll shall be
deemed to be the resolution of the meeting at which poll was demanded. The demand for a poll may be
withdrawn at any time by the person or persons who made the demand.

Scrutinizers at poll

96. Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinise the
vote given on the poll and to report thereon to him. One of the scrutinizers so appointed should always
be a member (not being an officer or employee of the Company) present at the meeting provided such a
member is available and willing to be appointed. The Chairman shall have power at any time before the

642
 result of the poll is declared to remove a scrutiniser from office and fill vacancies in the office of the
scrutiniser arising from such removal or from any other cause.

In what case poll taken without adjournment

97. Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment
shall be taken at the meeting forthwith.

Demand for poll not to prevent transaction of other business

98. The demand for a poll except on the question of the election of the Chairman and of an adjournment shall
not prevent the continuance of a meeting for the transaction of any business other than the question for
which the poll has been demanded.

Members in arrears not to vote

99. No members shall be entitled to vote either personally or by proxy at any General Meeting or Meeting
of a class of Shareholders either upon a show of hands or upon a poll in respect of any Shares registered
in his name on which any calls or other sums presently payable by him have not been paid or in regard
to which the Company has, and has exercised, any right of lien.

Number of votes to which member entitled

100. Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions
as to voting for the time being attached to any class of for the time being forming part of the capital of
the Company, every member, not disqualified by the last preceding Articles shall be entitled to be present,
and to speak and vote at such meeting, and on show of hands every member present in person shall have
one vote and upon a poll the voting right of every member present in person or by proxy shall be in
proportion to his Shares of the paid up equity Shares capital of the Company. Provided, however, if any
preference Shareholder be present at any meeting of the Company save as provided in of sub-section (2)
of Section 47 of the Act, he shall have a right to vote only on resolutions placed before the meeting which
directly affect the rights attached to his preference.

Casting of votes by a member entitled to more than one vote

101. On a poll taken at a meeting of the Company a member entitled to more than one vote, or his proxy or
other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast
them the same way.

How members non-compomentis and minor may vote

102. A member of unsound mind in respect of whom an order has been made by any Court having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian;
and any such committee or guardian may, on poll vote by proxy, if any member be a minor the vote in
respect of his Shares or shall be by his guardian, or any one of his guardian, if more than one, to be
selected in case of dispute by the Chairman of the meeting, shall vote on any Shares held by a minor
member.

Votes of joint members

103. If there be joint registered holders of any, any one of such persons may vote at any meeting or may
appoint another person (whether a member or not) as his proxy but the proxy so appointed shall not have
any right to speak at the meeting and if more than one of such joint holders be present at any meeting,
that one of the said person so present whose name stands higher on the Register shall alone be entitled
to speak and vote in respect of such but the other or others of the joint holders shall be entitled to be
present at the meeting. Several executors or administrator of a deceased member in whose name stand
shall for the purpose of these Articles be deemed joint holders thereof.

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 Voting in person or by proxy

104. Subject to the provisions of these Articles votes may be given either personally or by proxy. A body
corporate being a member may vote either by a representative duly authorised in accordance with the
Act and such representative shall be entitled to exercise the same rights and powers (including the right
to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it
were an individual member.

Votes in respect of deceased and insolvent Member

105. Any person entitled under Article 64 to transfer any Shares may vote at any General Meeting in respect
thereof in the same manner as if he were registered holder of such, provided that forty-eight hours at least
before the time of holding the meeting or adjourned meeting, as the case may be at which he proposes to
vote he shall satisfy the Directors of his right to transfer such and give such indemnity (if any) as the
Directors may require or the Directors shall have previously admitted his right to vote at such meeting in
respect thereof.

Appointment of proxy

106. Every proxy (whether a member or not) shall be appointed in writing under the hand of the appointer or
his attorney, or if such appointer is corporation under the common seal of such corporation, or be signed
by an officer or any attorney duly authorised by it and any committee or guardian may appoint such
proxy. The proxy so appointed shall not have any right to speak at the meetings.

Proxy for specified meeting

107. An instrument of proxy may appoint a proxy for the purpose of a particular meeting specified in the
instrument and any adjournment thereof.

Proxy to vote only on a poll

108. A member present by proxy shall be entitled to vote only on a poll.

Deposit of instrument of appointment

109. The instrument appointing a proxy and the power of attorney or their authority (if any), under which it is
signed or a notarially certified copy of that power of authority, shall be deposited at the office not later
than forty-eight hours before the time for holding the meeting at which the person named in the
instrument proposes to vote, and in default the instrument or proxy shall not be treated as valid. No
instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its
execution.

Form of proxy

110. Every instrument of proxy shall as nearly as circumstances will admit, be in any of the forms set out in
the Act and the rules made thereunder.

Validity of votes given by proxy notwithstanding death of member

111. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal, or revocation of the proxy or of any power of attorney under
which such proxy was signed, or the transfer of the Shares in respect of which the vote is given, provided
that no intimation in writing of the death or insanity or revocation or transfer shall have been received at
the office before the meeting.

Time for objections of votes

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112. No objection shall be made to the validity of any vote, except at any meeting or poll at which such vote
shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting
or poll shall be deemed valid for all purposes of such meeting or poll whatsoever.

Chairman of the meeting to be judge of validity of any vote

113. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such
meeting. The Chairman present or taking of poll shall be the sole judge of the validity of every vote
tendered at such poll.

Minutes of General Meeting and inspection thereof by Members

114. The company shall cause minutes of all proceedings

(i) of every General Meeting to be kept by making within thirty days of the conclusion of every such
meeting entries thereof in books kept for that purpose with their pages consecutively numbered.

(ii) Each page of every such book shall be initialled or signed and the last page of the record of
proceedings of each meeting in such book shall be dated and signed by the Chairman of the same
meeting within that period or by a Director duly authorised by the Board for the purpose.

(iii) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid
by pasting or otherwise.

(iv) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

(v) All appointments of officer made at any meeting aforesaid shall be included in the minutes of the
meeting.

(vi) Nothing herein contained shall require or be deemed to require the inclusion in any such minutes
of any matter which in the opinion of the Chairman of the meeting (a) is or could reasonably be
regarded as, defamatory of any person, or (b) is irrelevant or immaterial to the proceedings, or (c)
is detrimental to the interests of the Company. The Chairman of the meeting shall exercise an
absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the
aforesaid grounds.

(vii) Any such minutes shall be evidence of the proceedings recorded therein.

(viii) The book containing the minutes of proceedings of General Meetings shall be kept at the office of
the Company and shall be open during business hours, for such periods not being less than two
hours in each day as the Directors determine, to the inspection of any Member without charge.

DIRECTORS

Number of Directors

115. (1) Until otherwise determined by a General Meeting of the Company and subject to the
provisions of Section 149 of the Act, the number of Directors (excluding Debenture and
Alternate Directors) shall not be less than three nor more than fifteen.

(2) The first Directors of the Company shall be:

1. Mr. K. N. Patel
2. Mr. Jayant Acharya
3. Mr. P. K. Kedia

Power to appoint ex-officio Directors

116. Whenever Directors enter into a contract with any Government, Central, State or Local, any bank or
financial institution or any person or persons (hereinafter referred to as “the appointer”) for borrowing

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 any money or for providing any guarantee or security or for technical collaboration or assistance or for
underwriting or enter into any other arrangement whatsoever, the Directors shall have, subject to the
provisions of Section 152 of the Act, the power to agree that such appointer shall have the right to appoint
or nominate by a notice in writing addressed to the company one or more persons, who are acceptable to
the Board, as Directors on the Board for such period and upon such conditions as may be mentioned in
the agreement and that such Director or Directors may not be liable to retire by rotation nor be required
to hold any qualification Shares. The Directors may also agree that any such Director or Directors may
be removed from time to time by the appointer entitled to appoint, nominate them and the appointer may
appoint another or other in his or their place and also fill in vacancy, which may occur as a result of any
such Director or Directors ceasing to hold that office for any reason whatever. The Directors appointed
or nominated under this Article shall be entitled to exercise and enjoy all or any of the rights and
privileges exercised and enjoyed by the Directors of the Company including payment of remuneration
and travelling expenses to such Director or Directors as may be agreed by the Company with the
appointer.

Debenture Director

117. Subject to Section 152 of the Act, if it is provided by the Trust Deed entered in connection with any issue
of debentures of the Company, that any person or persons shall have the power to nominate a Director
of the Company, then in case of any and every such issue of debentures, the person or persons having
such power may exercise such power from time to time and appoint a Director accordingly. Any Director
so appointed is herein referred to as Debenture Director. A Debenture Director may be removed from
office at any time by the person or person in whom for the time being is vested the power under which
he was appointed and another Director may be appointed in his place. A Debenture Director shall not be
bound to hold any qualification Shares.

Appointment of Alternate Director

118. At the request of the concerned Director the Board may appoint an Alternate Director to act for Director
(hereinafter call "the Original Director") during his absence for a period of not less than three months in
the State in which the meetings of the Board are ordinarily held. An Alternate Director appointed under
the Articles shall not hold office for a period longer than that permissible to the Original Director in
which place he has been appointed and shall vacate office if and when the Original Director returns to
that State. If the term of office of the Original Director is determined before he so returns to that State,
any provisions in the Act or in these Articles for the Automatic re-appointment of retiring Director in
defaulting of another appointment shall apply to the Original Director and not to the Alternate Director.

Directors' power to add to the Board

119. Subject to the provisions of Section 161 of the Act, the Board shall have power at any time and from
time to time to appoint any other qualified person to be an additional Director, but so that the total number
of Directors shall not at any time exceed the maximum fixed under Article 116. Any such additional
Director shall hold office only up to the date of next Annual General Meeting.

Directors' power to fill causal vacancies

120. Subject to the provisions of Section 161 of the Act, the Board shall have power at any time and from
time to time to appoint any other qualified person to be Director to fill a causal vacancy. Any person so
appointed shall hold office only up to the date upto which the Director in whose place he is appointed
would have held office if it had not been vacated by him.

Qualification of Directors

121. A Director of the company shall not be bound to hold any qualification Share(s).

122. (1) Subject to the provisions of the Act, a Managing Director, who is in the whole-time
employment of the Company, may be paid remuneration either by way of a monthly payment,
fees for each meeting or participation in profits or by any or all of these modes and / or any
other mode not expressly prohibited by the Act.

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 (2) Subject to the provisions of the Act a Director, who is neither in the whole-time employment
nor a Managing Director may be paid remuneration either;

(i) by way of monthly, quarterly or annual payment with the approval of the Central
Government (if such approval is required); or

(ii) by way of commission if the Company by a special resolution authorised such payment.

(3) Unless otherwise determined by the Company in General Meeting, the fee payable to a Director
for attending a meeting of the Board or Committee thereof shall be such amount as may be fixed
by the Board of Directors from time to time, subject to such limits, if any, as may be prescribed
under the Act.

Travelling expenses incurred by Director not a bonafide resident or by Director going out on Company's
business

123. The Board may allow and pay to any Director, who is not a bonafide resident of the place where the
meetings of the Board are ordinarily held and who shall come to such place for the purpose of attending
any meeting, such sum as the Board may consider fair compensation or for travelling, boarding, lodging
and other expenses, in addition to his fee for attending such meeting as above specified; and if any
Director be called upon to go or reside out of the ordinary place of his residence on the Company's
business, he shall be entitled to be repaid and reimbursed any travelling or other expenses incurred in
connection with the business of the Company.

Director may act notwithstanding a vacancy

124. The continuing Directors may act notwithstanding any vacancy in their body but if, and so long as their
number is reduced below the minimum number fixed by Article 116 hereof, the continuing Directors,
not being less than two may act for the purpose of increasing the number of Directors to that number, or
of summoning a General Meeting but for no other purpose.

When office of Directors to become vacant

125. Subject to Sections 164 and 167 of the Act the office of a Director shall become vacant if :

(a) he is found to be of unsound mind by a Court of competent jurisdiction; or

(b) he applies to be adjudicated an insolvent; or

(c) he is adjudged an insolvent; or

(d) he fails to pay any calls made on him in respect of Shares of the Company held by him; whether
alone or jointly with others, within six months from the date fixed for the payment of such call; or

(e) he absents himself from all the meetings of the Directors held during a period of twelve months
with or without seeking leave of absence from the Board; or

(f) he becomes disqualified by an order of the Court or Tribunal under Section 167 of the Act; or

(g) he is removed in pursuance of Section 169; or

(h) he acts in contravention of Section 184 of the Act relating to entering into contracts or
arrangements in which he is directly or indirectly interested; or

(i) he fails to disclose his interest in any contract or arrangement in which he is directly or indirectly
interested, in contravention of the provisions of Section 184 of the Act; or

(j) he is convicted by a court of an offence involving moral turpitude and sentenced in respect thereof
to imprisonment for not less than six months and a period of five years has not elapsed from the
date of expiry of the sentence; or

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 (k) he is convicted by a court of an offence and sentenced in respect thereof to imprisonment for a
period of seven years or more; or

(l) he has been convicted of the offence dealing with related party transactions under Section 188 of
the Act at any time during the last preceding five years; or

(m) he has not complied with sub-section (3) of Section 152 of the Act; or

(n) he is disqualified from holding office in terms of sub-section (2) of Section 164 of the Act; or

(o) having been appointed a Director by virtue of his holding any office or other employment in the
holding, subsidiary or associate company of the Company, he ceases to hold such office or other
employment in the Company; or

(p) he resigns his office by a notice in writing addressed to the company.

Director may contract with Company

126. (1) A Director or his relative, firm in which such Director or relative is a partner, or any
other partner in such firm or a private company of which the Director is member or Director may
enter into any contract with the Company, including for the sale, purchase or supply of any goods,
materials, or services or for underwriting the subscription of any Shares in or debentures of the
company, provided the requirements of Section 184, 185, 188 and other applicable provisions of
the Act are complied with.

Disclosure of interest

127. A Director of the Company who is in any way, whether directly or indirectly concerned or interested in
a contract or arrangement or proposed contract or arrangement entered into or to be entered into by or on
behalf of the Company, shall disclose the nature of his concern or interest at a meeting of the Board in
the manner provided Section 184 of the Act; provided that it shall not be necessary for a Director to
disclose his concern or interest in any contract or arrangement entered into or to be entered into with any
other company where any of the Directors of the Company or two or more of them together holds not
more than two per cent of the paid-up Share capital in any such Company.

General Notice of interest

128. A General Notice given to the Board by the Director, to the effect that he is a Director or member of a
specified body corporate or is a member of a specified firm and is to be regarded as concerned or
interested in any contracts or arrangements so made shall be deemed to be a sufficient disclosure. Any
such general notice shall expire at the end of the financial year in which it is given but may be renewed
for a further period of one financial year at a time by a fresh notice given in the last month of the financial
year in which it would have otherwise expired. No such general notice, and no renewal thereof shall be
of effect unless, either it is given at a meeting of the Board or the Director concerned takes reasonable
steps to secure that it is brought up and read at the first meeting of the Board after it is given.

Interested Directors not to participate or vote in Board's

129. No Director shall as a Director, take any part in the discussion of, or vote on any contract or arrangement
entered into or to be entered into by or on behalf of the Company, if he is in any way, whether directly
or indirectly, concerned or interested in such contract or arrangement.

Register of Contracts in which Directors are interested

130. The company shall keep a Register in accordance with Section 189 and shall within the time specified in
Section 189(2) enter therein such of the particulars as may be relevant having regard to the application
thereto of Section 184 of the Act. The Register aforesaid shall also specify, in relation to each Director
of the Company the names of the bodies corporate, firms and associations of which notice has been given
by him under Article 129. The Register shall be kept at the office of the Company and shall be open to

648
 inspection at such office, and extracts may be taken therefrom and copies thereof may be required by any
member of the Company to the same extent, in the same manner, and on payment of the same fee as in
the case of the Register of Member of the Company and the provisions of Section 94 of the Act shall
apply accordingly.

Directors may be Directors of companies promoted by the Company

131. Subject to the provisions of the Act, a Director may be or become a Director of any company promoted
by the Company, or in which it may be interested as a vendor, Shareholder, or otherwise, and no such
Director shall be accountable for any benefits received as Director or Shareholder of such Company.

Retirement and rotation of Directors

132. At every Annual General Meeting of the Company, one-third of such of the Directors for time being as
are liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to
one- third shall retire from office. The Debenture Director, if any, shall not be subject to retirement under
this clause and shall not be taken into account in determining the rotation of retirement of the number of
Directors to retire.

(i) Not less than two-thirds of the total number of the Directors, as understood under Section 152 of
the Act, shall be persons whose period of office is liable for determination by retirement of
Directors by rotation and save as otherwise expressly provided herein, be appointed by the
Company in General Meeting.

(ii) The remaining Directors not exceeding one-third of the total number of Directors, as understood
under Section 152 of the Act, for the time being in office, shall not be liable to retire by rotation,
in terms of Section 152 of the Act.

(iii) The Directors appointed as Managing Director of the Company pursuant to Article 143 hereof
shall not be liable to retire by rotation so long as he continues to hold such position.

Ascertainment of Directors retiring by rotation and filing of vacancies

133. Subject to Section 152 of the Act, the Directors to retire by rotation under Article 133 at every General
Meeting shall be those who have been longest in office since their last appointment, but as between
persons who are to retire, shall, in default of and subject to any agreement among themselves, be
determined by lot.

Eligibility for re-election

134. A retiring Director shall be eligible for re-election.

Company to appoint successors

135. The Company at the General Meeting at which a Director retires in manner aforesaid may fill up the
vacated office by electing a person thereto.

136. (a) If the place of the retiring Director is not so filled up and the meeting has not expressly
resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next
week, at the same time and place, or if that day is a public holiday, till the next succeeding day
which is not a public holiday, at the same time and place.

(b) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting
also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to
have been re-appointed at the adjourned meeting unless

(a) at the meeting or at the previous meeting resolution for the re-appointment of such
Director has been put to the meeting and lost;

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 (b) the retiring Director has, by a notice in writing, addressed to the Company or its Board,
expressed his unwillingness to be so re- appointed;

(c) he is not qualified or a disqualified for appointment;

(d) a resolution, whether special or ordinary, is required for the appointment or re-
appointment by virtue of any provision of the Act; or

(e) the provision of sub-section (2) of Section 162 of the Act is applicable to the case.

Company may increase or reduce the number of Directors

137. Subject to Section 149 of the Act, the Company may by Ordinary Resolution, from time to time, increase
or reduce the number of Directors, and may alter their qualifications and the Company may (subject to
the provisions of Section 169 of the Act) remove any Director before the expiration of his period of office
and appoint another qualified person in his stead. The person so appointed shall hold office during such
time as the Director in whose place he is appointed would have held the same if he had not been removed.

Notice of candidate for office of Director except in certain cases

138. (1) No person not being a retiring Director, shall be eligible for appointment to the office
of Director at any General Meeting unless he or some member intending to propose him has,
not less than fourteen days before the meeting, left at the office of the Company a notice in
writing under his hand signifying his candidature for the office of Director or the intention of
such member to propose him as a candidate for that office. Such person or the member as the
case may be, shall deposit an amount of INR 1,00,000 (Indian Rupees One Lakh only) or such
other amount as may be prescribed under Section 160 of the Act which shall be refunded to him
or, as the case may be, to such member, if the person succeeds in getting elected as a Director
or gets more than twenty-five per cent of the total valid votes cast either on a show of hands or
on a poll on such resolution.

(2) Every person proposed as a candidate for the office of a Director shall sign and file with the
Company his consent in writing to act as a Director, if appointed.

(3) A person shall not act as a Director of the Company, unless he has within thirty days of his
appointment signed and filed with the Registrar his consent in writing as act as such Director.

139. (a) The Company shall keep at its Office a Register containing the particular of its
Directors and key managerial personnel as may be prescribed under Section 170 of the Act, and
shall otherwise comply with the provisions of the said Section in all respects.

Register of / debentures held by Directors

(b) The Company shall in respect of each of its Directors also keep at its Office a Register, as
required by Section 170 of the Act, and shall otherwise duly comply with the provisions of the
said Section in all respects.

Disclosure by Director of appointment to any other body corporate

140. (a) Every Director, Managing Director, Manager or Secretary of the Company shall within
twenty days of his appointment to any of the above office in any other body corporate, disclose
in the Company the particulars relating to his office in other body corporate which are required
to be specified under Section 184 of the Act.

(b) Every Director and every person deemed to be a Director of the Company shall give notice to
the Company of such matters relating to himself as may be necessary for the purpose of enabling
the Company to comply with the provisions of that Section.

Board may appoint Managing Director or Managing Directors etc.

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141. Subject to Section 196 and other applicable provisions of the Act and of these Articles, the Board shall
have power to appoint from time to time any one or more of its number as the Managing Director or
Managing Directors or whole time Director or Directors (including Technical Director) of the company
for fixed term not exceeding five year at a time and upon such terms and conditions as the Board thinks
fit, and subject to the provisions of Article 143 the Board may, by resolution, vest in such Managing
Director or Managing Directors or whole-time Director or Directors (including Technical Director) such
of the powers hereby vested in the Board generally as it thinks fit, and such powers may be made
exercisable for such period or periods, and upon such conditions and subject to such restrictions as it may
determine. The remuneration of Managing Director or Managing Directors or Whole-time Director or
Directors (including Technical Director) may be, by way of monthly payment, fee for each meeting or
participation in profits, or by any or all these modes, and/ or any other mode not expressly prohibited by
the Act.

Managing Director shall not exercise the powers without the consent of the Board

142. The Managing Director shall not, except pursuant to a Board resolution on the matter passed at a meeting
of the Board, exercise the powers to;

(a) make calls on Shareholders in respect of money unpaid on the Shares in the Company;
(b) Authorise the buy-back of securities;
(c) Issue securities, including debentures, whether in or outside India;
(d) approve the financial statement and the Board's report;
(e) diversify the business of the Company
(f) Approve an amalgamation, merger or reconstruction;
(g) Takeover over company or acquire a controlling or substantial stake in another company;
(h) Take any action on a matter notified under Section 179(3)(k) of the Act;
(i) borrow moneys, otherwise than on debentures;
(j) invest the funds of the Company, and
(k) grant loans, give guarantee or provide security in respect of loans.

Certain person not to be appointed as Managing Directors

143. Subject to the provisions of Section 196(3) of the Act, the Company shall not appoint or employ, or
continue the appointment or employment of a person as its Managing or Whole-time Director who -

(a) is below the age of twenty-one years or has attained the age of seventy years (provided, however
that a person who has attained the age of seventy years may be appointed by way of special
resolution);

(b) is an un-discharged insolvent, or has at any time been adjudged an insolvent;

(c) suspends, or has at any time suspended, payment to his creditors, or makes or has at any time
made, a composition with them;
(d)
(e) is, or has at any time been convicted by a Court of an offence involving moral turpitude.

Managing Director Non-Retiring Director

144. A Managing Director shall not, while he continues to hold that office, be subject to retirement by rotation,
in accordance with Article 133. If he ceases to hold the office of Director, he shall ipso facto, immediately
cease to be a Managing Director.

PROCEEDING OF THE BOARD OF DIRECTORS

Meeting of Directors

145. The Directors may meet together as a Board for the despatch of business from time to time and shall so
meet at least once in every one hundred and twenty days and at least four such meetings shall be held in
every year. The Directors may adjourn and otherwise regulate their meetings as they think fit.

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 Notice of Meetings

146. Notice of every meeting of the Board shall be given in writing to every Director, at his usual address and
as prescribed under Section 173 of the Act.

Quorum

147. Subject to Section 174 of the Act the quorum of a meeting of the Board shall be one-third of its total
strength (excluding Directors, if any whose places may be vacant at the time and any fraction contained
in that one-third being rounded off as next number one), or two Director whichever is higher; provided
that where at any time the number of interested Director exceeds or is equal to two-thirds of the total
strength, the number of the remaining Directors, who are not interested, present at the meeting being not
less than two, shall be the quorum during such time.

144A The continuing Directors may act notwithstanding any vacancy in the Boards; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing
Directors or Director may act for the purpose of increasing number of Directors to that fixed for the
quorum, or of summoning a general meeting of the Company, but for no other purpose.

Adjournment of meeting for want of quorum

148. If a meeting of the Board could not be held for want of a quorum, then the meeting shall automatically
stand adjourned to such other date and time (if any) as may be fixed by the Chairman not being later than
seven days from the Date originally fixed for the meeting.

When meeting to be convened

149. A Director may at any time and the Secretary shall, as and when directed by the Director to do so, convene
a meeting of the Board by giving a notice in writing to every other Director.

Chairman

150. The Directors may, from time to time, elect from among their number, a Chairman of the Board and
determine the period for which they are respectively to hold office. If at any meeting of the Board, the
Chairman is not present within fifteen minutes after the time appointed for holding the same, the
Directors present may choose one of their member to be Chairman of the Meeting

Questions at Board Meeting how decided

151. Questions arising at any meeting of the Board of Directors shall be decided by majority of votes and in
case of an equality of votes, the Chairman shall have a second or a casting vote

Powers of Board Meeting

152. A meeting of the Board for the time being at which a quorum is present shall be competent to exercise
all or any of the authorities, powers and discretions which by or under the Act or the Articles of the
company are for the time being vested in or exercisable by the Board generally.

Directors may appoint Committee

153. Subject to the restriction contained in Section 179(3) of the Act the Board may delegate any of their
powers to Committees of the Board consisting of such Member or Members of its body as it thinks fit,
and it may from time to time revoke and discharge any such Committee of the Board either wholly or in
part and either as to person or purposes, but every Committee of the Board so formed shall, in the exercise
of the powers so delegated, confirm to any regulations that may from time to time be imposed on it by
the Board. All acts done by any such Committee of the Board in conformity with such relations and
fulfilment of the purposes of their appointment, but not otherwise, shall have the like force and effect as
if done by the Board.

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 Meeting of Committee how to be Governed

154. The meeting and proceeding of any such Committee for the Board consisting of two or more members
shall be governed by the provisions herein contained for regulating the meetings and proceedings of the
Directors, so far as the same are applicable thereto and are not superseded by any regulations made by
the Directors under the last preceding Article.

Resolution by circulation

155. No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by
circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any,
to all the Directors, or to all the Members of the Committee, at their registered address in India, and has
been approved by a majority of the Directors or Members of the Committee as are entitled to vote on the
resolution. Provided that, where not less than one-third of the total number of directors of the Company
for the time being require that any resolution under circulation must be decided at a meeting of the Board,
the Chairman shall put such resolution to be decided at a meeting of the Board and not by circulation.

Acts of Board or Committee valid notwithstanding informal appointment

156. All acts done by any meeting of the Board or by Committee of the Board, or by any person acting as a
Director shall notwithstanding that it shall afterwards be discovered that there was some defect in the
appointment of such Director or person acting as aforesaid, or that they or any of them were disqualified
or had vacated office or that the appointment of any of them had been terminated by virtue of any
provisions contained in the Act or in these Articles, be as valid as if every such person had been duly
appointed, and was qualified to be Director and had not vacated his office or his appointment had not
been terminated; provided that nothing in this Article shall be deemed to give validity to acts done by a
Director after his appointment has been shown to the Company to be invalid or to have terminated.

Minutes of proceeding of meeting of the Board

157. (1) The Company shall cause minutes of all proceeding of every meeting of the Board and
Committee thereof to be kept by making within thirty days of the conclusion of every such
meeting entries thereof in books kept for that purpose with their pages consecutively numbered.

(2) Each page of every book shall be initialled or signed and the last page of the record of
proceeding of each meeting in such book shall be dated and signed by the Chairman of the said
meeting or the Chairman of the next succeeding meeting.

(3) In no case the minutes of proceedings of meeting shall be attached to any such book as aforesaid
by pasting or otherwise.

(4) The minutes of each meeting shall contain a fair and correct summary of the proceeding thereat.

(5) All appointments of officers made at any of the meetings aforesaid shall be included in the
minutes of the meeting.

(6) The minutes shall also contain.

(a) The names of the Directors present at the meeting and

(b) In the case of each resolution passed at the meeting the names of the Directors, if any,
dissenting from, or not concurring in the resolution.

(7) Nothing contained in Sub-Clause (1) to (6) shall be deemed to require the inclusion in any such
minutes of any matter which, in the opinion of the Chairman of the Meeting.

(a) is, or could reasonably be regarded as defamatory of any person;

(b) is irrelevant or immaterial to the proceedings;

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 (c) is detrimental to the interest of the Company.

(d) The Chairman shall be the sole judge in case of difference in regard to the inclusion or
non-inclusion of any matter in the minutes on the grounds specified in this sub-clause,
without prejudice to the recourse available under the law.

(8) Minutes of meeting kept in accordance with the aforesaid provisions shall be evidence of the
proceedings recorded therein.

Powers of Directors

158. The Board may exercise all such powers of the company and do all such acts and things as are not, by
the Act, or any other Act or by the Memorandum or by the Articles of the company required to be
exercised by the Company in General Meeting, subject nevertheless to these Articles, to the provisions
of the Act, or any other Act and to such regulations being not inconsistent with the aforesaid regulations
or provisions as may be prescribed by the Company in General Meeting but no regulation made by the
Company in General Meeting shall invalidate any prior act of the Board which would have been valid if
that regulation had not been made : Provided that the Board shall not, except with the consent of the
company in General Meeting by way of special resolution:

(i) Sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the
Company or where the Company owns more than one undertaking, of the whole, or substantially
the whole, of any such undertaking;

(ii) invest otherwise than in trust securities the amount of compensation received by the Company as
a result of any merger or amalgamation;

(iii) remit, or give time for the repayment of, any debt due by a Director;

(iv) borrow moneys where the moneys to be borrowed together with the moneys already borrowed by
the Company (apart from temporary loan obtained from the Company's bankers in the ordinary
course of business), will exceed the aggregate of the paid-up Capital of the Company and its free
reserves that is to say, reserves not set apart for any specific purpose

Provided further that the Board shall not, except with the consent of the Company in General
Meeting, contribute to bona fide charitable and other funds any amounts the aggregate of which
will, in any financial year, exceeds five per cent of its average net profits for the three immediately
preceding financial years.

Certain powers of the Board

159. Without prejudice to the general powers conferred by the last preceding Article and so as not in any way
to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles
but subject to the restrictions contained in the last preceding Article, it is hereby declared that the
Directors shall have following powers, that is to say, power:

1. To pay the costs, charges and expenses preliminary and incidental to the promotion, formation,
establishment and registration of the Company.

2. Subject to Section 179 and 184 of the Act to purchase or otherwise acquire for the Company any
property, rights, or privileges which the Company is authorised to acquire, at or for such price or
consideration and generally on such terms and conditions as they may think fit, and in any such
purchase or other acquisitions to accept such title as the Directors may believe or may advise to
be reasonably satisfactory.

3. At their discretion and subject to the provisions of the Act to pay for any property, rights, or
privileges acquired by or services rendered to the Company, either wholly or partially, in cash or
in, bonds, debentures, mortgages, or other securities of the company, and any such may be issued
either as fully paid up or with such amount credited as paid up thereon as may be agreed upon;
and any such bonds, debentures, mortgages or other securities as may be either specifically

654
 charged upon all or any part of the property of the company and its uncalled capital or not so
charged.

4. To secure the fulfilment of any contracts or engagement entered into by the Company by mortgage
or charge of Company and its uncalled capital for the time being or in such manner as they may
think fit.

5. To accept from any member, as far as may be permissible by law, a surrender of his or any part
thereof, on such terms and conditions as shall be agreed.

6. To appoint any person to accept and hold in trust for the Company any property belonging to the
Company, in which it is interested, or for any other purposes; and to execute and do all such deeds_
and things as may be required in relation to any trust, and provide for remuneration of such trustee
or trustees.

7. To institute, conduct, defend, compound or abandon any legal proceeding by or against the
Company or its officers, or otherwise concerning the affairs of the company, and also to compound
and allow the time for payment or satisfaction of any debts, due and of any claim or demands by
or against the company and to refer any differences to arbitration, and observe and perform any
awards made thereon.

8. To act on behalf of the company in all matters relating to bankrupts and insolvents and winding
up and liquidation of companies.
9. To make and give receipts, releases, and other discharges for moneys payable to the Company and
for the claims and demands of the Company.

10. Subject to the provisions of Sections 179, 185 and 186 of the Act to invest and deal with any
moneys of the Company not immediately required for the purpose thereof upon such security (not
being of this Company), or without security and in such manner as they may think fit, and from
time to time to vary or realise such investments, save as provided in Section 187 of the Act, all
investments shall be made and held in the company's own name.

11. To execute in the name and on behalf of the Company in favour of any Director or other person
who may incur or be about to incur any personal liability whether as principal or surety, for the
benefit of the Company, such mortgages of the company's property (present and future) as they
think fit, and any such mortgage may contain a power of sale and such other powers, provisions,
covenants and agreements as shall be agreed upon.

12. To determine from time to time who shall be entitled to sign, on the company's behalf, bills, notes,
receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and
documents and to give, the necessary authority for such purposes.

13. To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of
the Company, and to give to any officer or other person employed by the company, a commission
on the profits of any particular business or transaction; and charge such bonus or commission as
part of the working expenses of the Company.

14. To provide for the welfare of Directors or Ex-Directors or employees and ex- employees of the
Company and their wives, widows and families or the dependants or connections of such persons,
by building or contributing to the building of the houses, dwelling or chawls, or by grants of money
pension, gratuities, allowances, bonus or other payments, or by creating, and from time to time
subscribing or contributing to provident and other associations, institutions, funds or trusts and by
providing or subscribing or contributing towards places of instruction and recreation, hospitals
and dispensaries, medical and other attendance and other assistance as the Board shall think fit;
and to subscribe or contribute or otherwise to assist or to guarantee to charitable, benevolent,
religious, scientific, national or other institutions or objects which shall have any moral or other
claim to support or aid by the Company, either by reason of locality of operation, or of public and
general utility or otherwise.

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15. Before recommending any dividend, to set aside out of the profits of the Company such sums as
they may think proper for depreciation or to Depreciation Fund, or to an Insurance Fund, or as a
Reserve Fund or Sinking Fund or any special fund to meet contingencies or to repay debentures
or debenture-stocks, or for special dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other purposes including the
purposes referred to in the preceding clause, as the Board may in their absolute discretion, think
conducive to the interest of the Company, and subject to Section 292 of the Act, to invest the
several sums so set aside or so much thereof as required to be invested, upon such investments
(other than of the company) as they may think fit, and from time to time to deal with or vary such
investments and dispose-off and apply and expended all or any part thereof for the benefit of the
Company, in such manner and for such purposes as the Board in their absolute discretion, think
conducive to the interest of the Company, notwithstanding that the matters to which the Board
apply or upon which they expended the same, or any part thereof, may be matters to or upon which
the capital moneys of the company might rightly be applied or expended; and to divide the Reserve
Fund into such special funds as the Board may think fit, with full power to transfer the whole or
any portion of a Reserve Fund or division of a Reserve Fund to another Reserve Fund or division
of a Reserve Fund and with power to employ the assets constituting all or any of. the above funds
including the Depreciation Fund in the business of the Company or in the purchase or repayment
of Debentures, debenture stock and without being bound to keep the same separate from the other
assets and without being bound to pay interest on the same with power however, to the Board at
their discretion to pay or allow to the credit of such funds interest at such rate as the Board may
think proper, not exceeding nine per cent per annum.

16. To appoint, and at their discretion remove or suspend such General Managers, Secretaries,
Assistants, Supervisors, Clerks, Agents and servants for permanent, temporary or special services
as they may from time to time think fit and to determine their powers and duties and fix their
salaries or emoluments, remuneration and to require security as they may think fit. And also from
time to time provide for the management and transaction of the affairs of the Company in any
specified locality in India or elsewhere in such manner as they think fit; and the provisions
contained in the four next following general powers conferred by this sub-clause.

17. To comply with the requirements of any local law which in their opinion shall in the interests of
the Company be necessary or expedient to comply with.

18. From time to time and at any time to establish any Local Board for managing any of the affairs of
the Company in any specified locality in India or elsewhere and to appoint any persons to be
members of such Local Boards, and to fix their remuneration.

19. Subject to Section 179 of the Act, from time to time, and at any time to delegate to any person so
appointed any of the powers, authorities and discretions for the time being vested in the Board,
other than their power to make calls or to make loans or borrow moneys, and to authorise the
Members for the time being of any such Local Board, or any of them to fill up any vacancies, and
any such appointment or delegation may be made on such terms and subject to such conditions as
the Board may think fit, and the Board may at any time remove any person so appointed and may
annul or vary any such delegation.

20. At any time and from time to time by Power of Attorney under the Seal of the Company, to appoint
any person or persons to be the Attorney or Attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board
under these presents and excluding the power to make calls and excluding also except in their
limits authorised by the Board the power to make loans and borrow moneys) and for such period
and subject to such conditions as the Board may from time to time think fit; and any such
appointment may (if the Board thinks fit) be made in favour of the members of any Local Board,
established as aforesaid or in favour of any company, or the shareholders, directors, nominees or
managers of any company or firm or otherwise in favour of any fluctuating body of persons
whether nominated directly or indirectly by the Board and any such Power of Attorney may
contain such powers for the protection or convenience of persons dealing with Attorneys as the
Board may think fit, and may contain powers enabling any such delegates or Attorneys as
aforesaid to sub- delegate all or any of the powers, authorities and discretions for the time being
vested in them.

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 21. Subject to provisions of the Act, for or in relation to any of the matters aforesaid or otherwise for
the purposes of the Company to enter into all such negotiations and contracts, and rescind and
vary all such contracts, and execute and do all such acts, deeds and things in the name and on
behalf of the Company as they may consider expedient.

22. From time to time to make, vary and repeal by laws for the regulation of the business of the
Company, its officers and servants.

MANAGEMENT

Prohibition of simultaneous appointment of different categories of managerial personnel

160. The Company shall not appoint or employ at same time more than one of the following categories of
managerial personnel namely:

(a) Managing Director,

(b) Manager.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL

OFFICER

Secretary

161. The Directors may from time to time appoint, and at their discretion, remove any individual, (hereinafter
called "the Secretary") to perform any functions, which by the Act are to be performed by the Secretary
and to execute any others purely ministerial or administrative duties, which may from time to time be
assigned to the Secretary by the Directors. The Directors may also at any time appoint some person (who
need not be Secretary) to keep the registers required to be kept by the Company.

THE SEAL

The Seal, its custody and use

162. The Board shall provide a Common Seal for the purpose of the Company, and shall have power from
time to time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for
the safe custody of the Seal for the time being and the Seal shall never be used except by the authority of
the Board or a Committee of the Board previously given.

Deeds how executed

163. Every deed or other instrument, to which the Seal of the Company is required to be affixed, shall, unless
the same is executed by a duly Constituted Attorney, be signed by two Directors or one Director and by
Secretary or some other person appointed by the Board for the purpose; provided that in respect of Shares
Certificate the Seal shall be affixed in accordance with the provisions of the Act.

DIVIDENDS

Division of profits

164. The profit of the Company, subject to any special rights relating thereto created or authorised to be
created by these Articles and subject to the members in proportion to the amount of capital paid-up or
credited as paid-up on the Shares held by them respectively.

The Company in General Meeting may declare a dividend

165. The Company in General Meeting may declare dividends to be paid to members according to their
respective rights, but no dividend shall exceed the amount recommended by the Board, but the Company
in General Meeting may declare a smaller dividend.

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 Dividends only to be paid out of profits

166. No dividend shall be declared or paid for any financial year otherwise than out of profits of the financial
year arrived at after providing for depreciation in accordance with the provisions of Section 123 of the
Act or out of the profits of the Company for previous financial year or years arrived at after providing
for depreciation in accordance with these provisions and remaining undistributed or out of both

Interim dividend

167. The Board may, from time to time, pay to the Members, such interim dividend as in their judgement the
position of the company justifies.

Capital paid up in advance at interest not to earn dividend

168. Where Share Capital is paid in advance of calls, such Share Capital may carry interest shall not respect
thereof confer a right to dividend or participate in profits.

Dividends in proportion to amount paid-up

169. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the Shares during any portion or portions of the period in respect of which the dividend is paid; but if
any Shares is issued on terms providing that it shall rank for dividend as from a particular date, such
Shares shall rank for dividend accordingly.

Retention of dividends until completion of transfer under Article 60

170. The Board may retain the dividend payable upon Shares in respect of which any person is, under Article
63 entitled to become a Member, or which any person under that Article is entitled to transfer, until such
person shall become a member, in respect of such Shares or shall duly transfer the same.

Dividend etc. to joint holders

171. Any one of several persons who are registered as the joint holders of any Shares may give effectual
receipt for all dividends or bonus and payments on account of dividends or bonus or other moneys
payable in respect of such Shares.

No member to receive dividend whilst indebted to the Company and Company's right to reimbursement
thereof

172. No member shall be entitled to receive payment of any interest or dividend in respect of his Shares or,
whilst any money may be due or owing from him to the Company in respect of such Shares or otherwise
however, either alone or jointly with any other person or persons; and the Board may deduct from the
interest or dividend payable to any member all sums of money so due from him to the Company.

Transfer of Shares

173. A transfer of Shares shall not pass the right to any dividend declared thereon before the registration of
the transfer.

174. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, power of attorney or similar other document.

175. A common form for registration of transfer of Shares shall be used by the Company.

Dividends how remitted

176. Unless otherwise directed any dividend may be paid by cheque or warrant or by a pay slip or receipt
having the force of a cheque or warrant or bank order sent through the post to registered address of the
member or person entitled or in case of joint holders to that one of them first named in the Register in
respect of the joint holdings. Every such cheque or warrant or bank order shall be made payable to the

658
 order of the person to whom it is sent. The Company shall not be liable for non-receipt, lost in
transmission, or for any dividend lost to the member or person entitled thereto by the forged endorsement
of any cheque or warrant or the forged signature of any payslip or the fraudulent recovery of the dividend
by any other means.

Unpaid or unclaimed dividends

177. Pursuant to Section 124, where the Company has declared a Dividend but which has not been paid or
claimed within 30 days from the date of declaration, the Company shall within 7 (seven) days from the
date of expiry of the said period of 30 (thirty) days transfer the total amount of Dividend which remains
unpaid or unclaimed to an account to be opened by the Company in that behalf in any scheduled bank,
to be called the “Unpaid Dividend Account” of the Company.

178. Any money transferred to the unpaid Dividend account of the Company in pursuance of sub-clause (a)
hereof which remains unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer,
shall be transferred by the Company to the Investor Education and Protection Fund of the Central
Government but a claim to any money not transferred to the Investor Education and Protection Fund may
be referred to the Central Government by the person to whom the money is due and shall be dealt with
as if such transfer to the Investors Education and Protection Fund had not been made, the order, if any,
for payment of the claim being treated as an order for refund of revenue

No interest on dividends

179. Subject to the Section 124 of the Act, no unpaid dividend shall bear interest as against the Company.

No forfeiture of unclaimed dividends

178A. There shall be no forfeiture of unclaimed dividends unless the claim becomes barred by law and unless
such forfeiture is permitted by law.

Power to make call in General Meeting while declaring dividend

180. Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on
the members of such amount as the meeting fixes, but so that the call on each member shall not exceed
the dividend payable to him and so that the call be made payable at the same time as the dividend; and
the dividend may, if so arranged between the Company and the member, be set off against the calls.

Capitalisation

181. (a) The Company in General Meeting may resolve that any moneys, investments or other assets
forming part of the undivided profits of the Company standing to the credit of the Reserve Fund,
or any Capital Redemption Reserve Account, or in the hands of Company and available
dividend (or representing premium received on the issue of and standing to the credit of the
Share Premium Account) be capitalised and distributed amongst such of the Shareholders as
would be entitled to receive the same proportions on the footing that they become entitled
thereto as capital and that all or any part of such capitalised fund be applied on behalf of such
Shareholders in paying up in full either at par or at such premium as the resolution may provide,
any unissued or debentures or debenture stock of the Company which shall be distributed
accordingly or in or towards payment of the uncalled liability on any issued or debentures or
debenture-stock and that such distribution or payment shall be accepted by such Shareholders
in full satisfaction of their interest in the said capitalised sum. Provided that a Shares Premium
Account and a Capital Redemption Reserve Account may, for the purposes of the Article, only
be applied in the paying of any unissued Shares to be issued to members of the Company as
fully paid bonus Shares

(b) General Meeting may resolve that any surplus moneys, arising from the realisation of any capital
assets of the Company or any investments representing the same or any other undistributed
profits of the Company not subject to charge for Income Tax be distributed among the members
on the footing that they receive the same as capital.

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 (c) For the purpose of giving effect to any resolution under the preceding paragraphs of this Article
the Board may settle any difficulty which may arise in regard to the distribution as it thinks
expedient and in particular may issue fractional certificates, and may fix the value for
distribution of any specific assets, and may determine that such cash payments shall be made to
and members upon the footing of the value so fixed or that fraction of less value than Rs.10/-
may be disregarded in order to adjust the rights of all parties, and may vest any such cash or
specific assets in trustees upon such trusts for the person entitled to the dividend or capitalised
fund as may seem expedient to the Board. Where requisite, a proper contract shall be delivered
to the Registrar for registration, and the Board may appoint any person to sign such contract on
behalf of the persons entitled to the dividend or capitalised fund, and such appointment shall be
effective.

ACCOUNTS

Directors to keep true accounts

182. The Company shall keep at the office or at such other place in India as the Board thinks fit, proper Books
of Account in accordance with Section 128 of the Act, including with respect to -

(a) all sums of money received and expended by the Company and the matters in respect of which the
receipts and expenditure take place;

(b) all sales and purchases of goods by the company;

(c) the assets and liabilities of the company.

Where the Board decides to keep all or any of the Books of Account at any place other than the office of
the Company, the Company shall within seven days of the decision file with the Registrar a notice in
writing giving the full address of that other place.

Where the company has a branch office, whether in or outside India, the Company shall be deemed to
have complied with this Article if proper Books of Account relating to the transactions effected at the
branch office are kept at the branch office and proper summarised returns, made upto dates at intervals
of not more than three months, are sent by the branch office to the Company at its office or other place
in India at which the company's Books of Account are kept as aforesaid.

The Books of Account shall give a true and fair view of the state of the affairs of the Company or branch
office, as the case may be, and explain its transactions. The Books of Account and other books and papers
shall be open to inspection by any Director during business hours.

As to inspection of accounts or books by Members

183. The Board shall from time to time determine whether and to what extent and at what times and places
and under what conditions of regulations the accounts and books of the Company or any of them shall
be open to the inspection of members not being Directors, and no member (not being a Director) shall
have any right of inspecting of any account or books or documents of the Company except as conferred
by law or authorised by the Board.

Statement of Accounts to be furnished to the General Meeting

184. The Directors shall from time to time, in accordance with Section 129(2) and other applicable provisions
of the Act, cause to be prepared and to be laid before the Company in General Meeting, such Balance
Sheets, Profit and Loss Accounts and Reports as are required by the Act.

Copies shall be sent to each Member

185. Subject to Section 136 of the Act, a copy of every such Profit and Loss Account and Balance Sheet
(including the Auditor's Report and every other document required by law to be annexed or attached to
the Balance Sheets), shall at least twenty one days before the meeting at which the same are to be laid

660
 before the members, be sent to the members of the Company; to trustees for the holders of such
debentures and to all persons entitled to receive notice of General Meeting of the Company.

AUDIT

Accounts to be audited

186. Auditors shall be appointed and their rights and duties regulated in accordance with Section 139 to 147
of the Act.

First Auditor or Auditors

187. The first Auditor or Auditors of the Company shall be appointed by the Board within one month of the
date of registration of the Company and the Auditor or Auditors so appointed shall hold office until the
conclusion of the First Annual General Meeting provided that the Company may, at a General Meeting,
remove any such Auditor or all of such Auditors and appoint in his or their place any other person or
persons who have been nominated for appointment by any member of the Company and of whose
nomination notice has been given to the members of the Company not less than fourteen days before the
date of the Meeting provided further that if the Board fails to exercise its powers under this Article, the
Company in General Meeting may appoint the first Auditor or Auditors.

DOCUMENTS AND NOTICE

Service of documents or notices on Members by Company

188. (1) Subject to Section 20 of the Act, a document or notice may be served or given by the company
on any member either personally or by sending it by post to him to his registered address or (if
he has no registered address in India) to the address, if any, supplied by him to the company for
serving documents or notice on him.

Document or notice by post

(2) Where a document or notice is sent by post, service of the document or notice shall be deemed
to be effected by properly addressing, prepaying and posting a letter containing the document
or notice, provided that where a member has intimated to the Company in advance that
documents or notices should be sent to him under a certificate of posting or by registered post
with or without acknowledge due and has deposited with the Company a sum sufficient to defray
the expenses of doing so; service of the document or notice shall not be deemed to be effected
unless it is sent in the manner intimated by the member and such service shall be deemed to
have been effected in the case of Notice of a meeting at the expiration of forty-eight hours after
the letter containing the document or notice is posted and in any other case, at the time, at which
the letter would be delivered in the ordinary course of post.

By Advertisement

189. A document or notice advertised in a newspaper circulating in the neighbourhood of the office shall be
deemed to be duly served or sent on the day on which the advertisement appears on or to every member
who has no registered address in India and has not supplied to the Company an address within India for
the serving of documents on or the sending of notices to him.

On joint holders

190. A document or notice may be served or given by the Company or to the joint holder named first in the
Register of Members in respect of the Share, and such notice shall be deemed to be notice to each of such
joint- holders.

On personal representatives etc.

191. A document or notice may be served or given by the Company on or to the persons entitled to a Shares
in consequence of the death or insolvency of a member by sending it through the post in prepaid letter

661
 addressed to them by name or by the title or representatives of the deceased, or assignee of the insolvent
or by any like description at the address (if any) supplied for the purpose by the persons claiming to be
entitled, or (until any such address has been so supplied) by serving the document or notice in any manner
in which the same might have been given if the death or insolvency had not occurred.

To whom documents or notices must be served or given

192. Documents or notices of every General Meeting shall be served or given in same manner hereinbefore
authorised on or to (a) every member, (b) every person entitled to a Shares in consequence of the death
or insolvency of member, (c) the Auditor or Auditors for the time being of the Company and (d) every
director of the Company.

Members bound by documents or notices served on or given to previous holders

193. Every person who, by operation of law, transfer or other means whatsoever shall become entitled to any
Shares, shall be bound by every document or notice in respect of such Shares, which previously to his
name and address being entered on the Register of Members, shall have been duly served on or given to
the person from whom he derives his title to such Shares.

Document of notice by company and signature thereto

194. Any documents or notice to be served or given by the Company may be signed by a Director or some
person duly authorised by the Board of Directors for such purpose and the signature thereto may be
written, printed or lithographed.

Service of document or notice by Member

195. All documents or notices to be served or given by members on or to the Company or any officer thereof
shall be served or given by sending it to the Company or officer by post under a certificate of posting or
by registered post, or by leaving it at the registered office of the Company or electronically or by such
other mode as may be prescribed.

WINDING-UP

Liquidator may divide assets in specie

196. The liquidator on any winding-up (whether voluntary, under supervision or compulsory) may, with the
sanction of a Special Resolution, but subject to the rights attached to any preference Shares capital, divide
among the contributories in specie any of the assets of the Company and may with the like sanction, vest
any part of the assets of the Company in Trustees upon such trusts for the benefit of the contributories as
the liquidator with the like sanction shall think fit.

INDMENITY AND RESPONSIBILITY

Officer's and others right of Indemnity

197. Every officer or agent for the time being of the Company shall be indemnified out of the assets of the
Company against all liability incurred by him in defending any proceedings whether civil or criminal in
which judgement is given in his favour or in which he is acquitted or in connection with any application
under Section 463 of the Act in which relief is granted to him by the Court.

Directors, Managers etc. not liable for acts of others

198. Subject to provisions of the Act no Director, Manager or other Officer of the Company shall be liable for
the act, receipts, neglects of any other Director or Officer or for joining in any receipts or other act for
conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency
of title to any property acquired by order of the Directors, for and on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any of the moneys of the company shall be
invested or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person with
whom any moneys, securities, or effects shall be deposited or for any loss occasioned by an error of

662
 judgement or oversight on his part, or for any other loss, damages or misfortunes whatever which shall
happen in the execution of the duties of this officer or in relation thereto unless the same happens through
his own dishonesty.

SECRECY CLAUSE

Secrecy Clause

199. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of Committee, officer, servant,
agent, accountant or other person employed in the business of the company shall, if so required
by the Directors, before entering upon his duties, sign a declaration pledging himself to observe
strict secrecy respecting all transactions and affairs of the Company with the customers and the
state of accounts with individuals and in matters relating thereto, and shall by such declaration
pledge himself not to reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required so to do by the Directors or by law or by the person
to whom such matters relate and except so far as may be necessary in order to comply with any
of the provisions in these presents contained.

(b) No member shall be entitled to visit or inspect any works of the Company without the
permission of the Directors or to require discovery of or any information respecting any details
of the Company's trading, or any matter which is or may be in the nature of a trade secret,
mystery of trade, secret process or any other matter which may relate to the conduct of the
business of the Company and which in the opinion of the Directors, it would be inexpedient in
the interest of the Company to disclose.

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 PART B

A. Notwithstanding anything to the contrary contained in Table F in the First schedule to the Companies Act
2013 and part A of these Articles, provisions contained in part B of these Articles shall be applicable, as
long as the shareholders’ agreement dated 30 November 2021 executed by Synergy Metals Investments
Holding Limited (“Investor 1”), AP Asia Opportunistic Holdings Pte. Ltd. (“Investor 2”), State Bank of
India ("Investor 3”) Adarsh Advisory Services Private Limited (“AASPL”), and the Company
(“Shareholders’ Agreement”) read with the Amendment and Waiver Agreement entered into between
Investor 1, Investor 2 and Investor 3, AASPL and the Company dated August 12, 2024 (“Amendment and
Waiver Agreement”) shall be in effect.

B. Reference to Articles in this Part B shall be deemed to be articles of this PART B and not PART A.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Part B of the Articles, except where the context otherwise requires, (i) capitalised terms defined by
inclusion in quotations and/or parenthesis have the meanings so ascribed, and (ii) the following words and
expressions shall have the following meanings:

“AASPL” shall mean Adarsh Advisory Services Private Limited;

“Act” means the Indian Companies Act, 2013 and shall include all rules, regulations, circulars,
notifications, guidelines made or issued in relation thereto, from time to time;

“Additional Subscription Amount” has the meaning ascribed to it under the Investor 1 SSA or Investor
2 SSA or the Investor 3 SSA, as the case may be;

“Additional Subscription Securities” has the meaning ascribed to it under the Investor 1 SSA or Investor
2 SSA or the Investor 3 SSA, as the case may be;

“Adjourned Board Meeting” has the meaning ascribed to such term in Article 3.8.2;

“Adjourned General Meeting” has the meaning ascribed to such term in Article 4.3.2;

“Affiliate(s)” with respect to any Person at any time, means any Person, which, at that time, directly or
indirectly, Controls, is Controlled by, or is under common Control with the first named Person and, in
relation to a natural person, shall include the Relatives of such natural person. It is clarified that in case of
the: Investor 1, the term “Affiliate” shall include without limitation, Synergy Metals and Mining Fund I
LP, Synergy Metals and Mining Fund Special Partner LLC and Synergy Metals and Mining General Partner
Limited;

“Alternate Director” has the meaning ascribed to such term in Article 3.3.1;

“Anti-Corruption Laws” mean the laws of any jurisdiction in which the Company or any of its Affiliates
conduct business, or of the United States, or of the United Kingdom, including without limitation, the
Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the (Indian) Prevention of Corruption
Act of 1988, and other laws relating to the prevention of bribery and corruption as are applicable to the
Company or any of its Affiliates;

“Annual Business Plan” means the annual business plan and budget of the Company for each Financial
Year as approved by the Board, which shall include, without limitation: (a) details of operations; (b)
projected financials; and (c) an investment and capital expenditure plan;

“Annual Financial Statements” means, with respect to any Financial Year, the standalone and
consolidated financial statements of the Company as of the end of and for such Financial Year (including
the balance sheet, the profit and loss account and the cash flow statement), prepared by the Company in
accordance with IND AS and audited by the Company’s statutory auditor;

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“Applicable Law” means and includes any applicable statute, law, bye-law, enactment, regulation,
ordinance, policy, treaty, rule, notification, direction, directive, guideline, requirement, rule of common
law, order, decree, judgment, or any restriction or condition including any similar form of decision of, or
determination, application or execution by, or interpretation or pronouncement having the force of law of,
any Governmental Authority having jurisdiction over the matter in question;

“Articles” means the articles of association of the Company, as amended from time to time;

“Big Six Accounting Firm” means any of the Indian or overseas affiliates or associates, as the case may
be, of: (a) Deloitte Touche Tohmatsu; (b) KPMG; (c) Price Waterhouse Coopers; (d) EY (formerly, Ernst
& Young); (e) BDO Global; and (f) Grant Thornton International;

“Board” means the board of Directors of the Company;

“Board Committees” has the meaning ascribed to such term in Article 3.14.1;

“Board Committee Meeting” means a meeting of a Board Committee;

“Business” means the business of production and manufacturing of (i) cement, clinker, ground granulated
blast-furnace slag, slag sand and related products (including mining, crushing and grinding of raw materials
and all other processes to finally produce and manufacture cement); and (ii) construction chemicals, ready-
mix concrete and related products, in which the Company is engaged;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in
Mumbai, (India), Singapore and the United States of America;

“Charter Documents” means the Articles and the Memorandum of the Company, in each case, as amended
from time to time;

“Closing” has the meaning ascribed to it under the Investor 3 SSA;

“Closing Date” has the meaning ascribed to it under the Investor 3 SSA;

“Company” has the meaning ascribed to it in the Preamble;

“Competing Acceptance Notice” has the meaning ascribed to such term in Article 14.2.3;

“Competing Acceptance Period” has the meaning ascribed to such term in Article 14.2.3;

“Competing Business” has the meaning ascribed to such term in Article 14.1.1;

“Competing Investment” has the meaning ascribed to such term in Article 14.2.1;

“Competing Investment Notice” has the meaning ascribed to such term in Article 14.2.3;

“Consummation of the QIPO” means the commencement of listing and trading of the Equity Shares after
the receipt of final listing and trading approvals from Stock Exchanges for the listing and trading of the
Equity Shares pursuant to the QIPO;

“Control” with respect to a Person, means: (a) the ownership or control, direct or indirect, of a majority of
the issued share capital or voting rights of such Person; (b) an ownership interest of more than 50% (fifty
percent) of such partnership; (c) a right to appoint a majority of the directors, or similar equivalent or other
applicable governing body of such Person; and/or (d) the legal power to direct or cause the direction of the
general management and policies of such Person (whether through shareholding, contract, or otherwise);

“Conversion” has the meaning ascribed to such term in the Investor 1 SSA or Investor 2 SSA or the
Investor 3 SSA, as the case may be;

“Conversion Investor” has the meaning ascribed to such term in Article 11.2.3(a);

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“Conversion Notice” has the meaning ascribed to such term in Article 11.2.3(a);
“Conversion Price” has the meaning ascribed to it under the Investor 1 SSA or the Investor 2 SSA or the
Investor 3 SSA, as the case may be;

“Covered Person” has the meaning ascribed to such term in Article 3.6.1;

“Deadlock Event” has the meaning ascribed to such term in Article 6.1;

“Deed of Adherence” means the deed of adherence, substantially in the form annexed to the Shareholders’
Agreement;

“Defaulting Party” has the meaning ascribed to such term in Article 12.1;

“Director” means a director of the Company, nominated and elected to the Board, and includes Alternate
Directors, Independent Directors, Investor Director(s), and AASPL Directors, as applicable, duly appointed
in accordance with the Act, the Shareholders’ Agreement and these Articles;

“Draft Red Herring Prospectus” or “DRHP” means the draft red herring prospectus to be filed by the
Company with SEBI pursuant to and in relation to the Proposed Offer;

“Drag-Along Notice” has the meaning ascribed to such term in Article 8.6.2;

“Drag Price” has the meaning ascribed to such term in Article 8.6.2;

“Drag-Along Securities” has the meaning ascribed to such term in Article 8.6.1;

“Encumbrance” means: (i) any mortgage, charge (whether fixed or floating), claim, pledge, lien,
hypothecation, assignment, security interest or other encumbrance of any kind securing, or conferring any
priority of payment in respect of, any obligation of any Person, including any right granted by a transaction
which, in legal terms, is not the granting of security but which has an economic or financial effect similar
to the granting of security under Applicable Law; or (ii) any voting agreement, option, right of first offer,
refusal or any transfer restriction (including non-disposal undertaking with an attached power of attorney
which entitles the holder thereof to sell the relevant asset), in favour of any Person, and the term
“Encumber” shall be construed accordingly;

“Equity Share” means an equity share of the Company having a face value of INR 10 (Indian Rupees Ten
only) each and carrying 1 (one) vote per equity share;

“Equity Shareholder” means any Person holding any Equity Share;

“ESOP Plan” has the meaning ascribed to such term in Article 9.2;

“ESOP Shareholding” has the meaning ascribed to such term in Article 9.2;

“Event of Default” has the meaning ascribed to such term in Article 12.1;

“Execution Date” means the date of the Shareholders’ Agreement;

“Existing Investors” means Investor 1 and Investor 2;

“Existing Investors SHA” means the shareholders’ agreement executed by Investor 1, Investor 2, AASPL
and the Company dated 27 July 2021;

“Existing AASPL Debt” means the outstanding indebtedness of AASPL as of 30 September 2021 as set
out in the Shareholders’ Agreement, and shall also include any additional indebtedness incurred by AASPL
for the purposes of servicing the outstanding principal amount of the Existing AASPL Debt, interest thereon
and all other monies that are payable in respect of the Existing AASPL Debt;

“Fair Market Value” means the fair value of the Equity Shares of the Company calculated in accordance
with Applicable Law and in the manner set out in the Shareholders’ Agreement;

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“Filing Date” means the date of filing of the updated draft red herring prospectus by the Company with
SEBI, pursuant to and in relation to the Proposed Offer. It is clarified that the updated draft red herring
prospectus shall be the final document to be filed with SEBI, prior to the filing of the Red Herring
Prospectus by the Company with the RoC;

“Financial Year” means a financial year of the Company commencing on 1 st April of any calendar year
and ending on 31st March of the following calendar year or such other accounting period that may be
adopted by the Company from time to time in accordance with Applicable Law;

“Fully Diluted Basis” means the total of all classes and series of issued shares on a particular date,
combined with all options (whether granted, vested or exercised or not), warrants (whether exercised or
not), convertible securities of all kinds, any other arrangements relating to the equity of the Company, all
on an “as if converted” basis. For the purpose of these Articles, “as if converted” basis shall mean as if such
instrument, option or security had been converted into equity shares of the Company in accordance with
their terms;

“Funding Requirements” has the meaning ascribed to such term in Article 7.1.1;

“General Meetings” has the meaning ascribed to such term in Article 4.1.1;

“Governmental Authority” means any government (foreign, domestic, multinational, federal, territorial,
state, municipal or local), or any governmental, non-governmental, legislative, executive, administrative,
fiscal, judicial, quasi-judicial or regulatory authority, government-owned or government-controlled (in
whole or in part) enterprise, public international organisation, body, board, bureau, ministry, department,
commission, court, tribunal, agency, instrumentality or other Person exercising legislative, executive,
administrative, fiscal, judicial or regulatory functions (including planning authorities, mediators or
arbitrators of competent jurisdiction), having jurisdiction over the matter in question, in any jurisdiction or
political sub-division (as the case may be) and includes any such authority having jurisdiction over or
responsibility with respect to, the administration, assessment, determination, collection or imposition of
any Tax;

“Identified Reserved Matters” means the Reserved Matters set out in paragraphs 1, 2, 4 and 11 of
SCHEDULE 1;

“Independent Director” means an independent director of the Company appointed in accordance with
Applicable Law, these Articles and the Shareholders’ Agreement;

“Independent Valuer” means any of the Big Six Accounting Firms, provided that a firm acting as a
statutory auditor of a Party shall not be appointed as an Independent Valuer;

“IND AS” means Indian Accounting Standards, notified by the Ministry of Corporate Affairs under
Companies (Indian Accounting Standard) Rules 2015, which are converged with the International Financial
Reporting Standards (IFRS), formulated by Accounting Standards Board of Institute of Chartered
Accountants of India;

“Investor(s)” shall individually mean Investor 1,Investor 2 or Investor 3 and shall collectively mean
Investor 1, Investor 2 and Investor 3;

“Investor 1 SSA” means the share subscription agreement executed on 22 June 2021 and the amendment
letter thereto executed on 27 July 2021 between the Company, AASPL and Investor 1 for subscription of
certain compulsorily convertible preference shares of the Company by Investor 1 according to the terms
and conditions set out in the Investor 1 SSA;

“Investor 2 Closing Date” means the closing date as defined under the Investor 2 SSA;

“Investor 2 Execution Date” means the execution date as defined under the Investor 2 SSA;

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“Investor 2 SSA” means the share subscription agreement executed on 27 July 2021 between the Company,
AASPL and Investor 2 for subscription of certain compulsorily convertible preference shares of the
Company by Investor 2 according to the terms and conditions set out in the Investor 2 SSA;

“Investor 3 SSA” means the share subscription agreement executed on 30 November 2021 between the
Company, AASPL and Investor 3 for subscription of certain compulsorily convertible preference shares of
the Company by Investor 3 according to the terms and conditions set out in the Investor 3 SSA;

“Investor Director(s)” has the meaning ascribed to such term in Article 3.2.1(b);

“Investor Tag-Along Securities” has the meaning ascribed to such term in Article 8.5.2;

“Issuance Notice” has the meaning ascribed to such term in Article 7.3.2;

“Issuance Period” has the meaning ascribed to such term in Article 7.3.2;

“Issuance Price” has the meaning ascribed to such term in Article 7.3.2;

“Issuance Securities” has the meaning ascribed to such term in Article 7.3.2;

“KMP” shall mean key managerial personnel having such meaning ascribed to such term under the Act;

“Liquidation Event” means, with respect to a person, the occurrence of the following events:

(a) commencement of a voluntary winding up with respect to itself under Applicable Law;

(b) appointment of a trustee, receiver, administrator, liquidator (provisional or official), resolution

professional, interim resolution professional, custodian, or other similar official with respect to itself
or a substantial part of its assets or property under Applicable Law;

(c) entering into a compromise or arrangement with its creditors; or

(d) any proceedings against such Person (including dissolution, insolvency and/ or bankruptcy
proceedings) seeking:

(i) the winding up or dissolution or other similar relief with respect to such Person under
Applicable Law; or

(ii) the appointment of a trustee, receiver, liquidator, custodian, resolution professional, interim
resolution professional or other similar official with respect to itself or a substantial part of its
assets or property, before a competent Governmental Authority under any Applicable Law,

provided, in each case, such proceeding is admitted by the relevant court or tribunal or Governmental
Authority and, in the case of (ii), provisional or final appointment of such official is made pending
disposal of such proceedings, and, no order dismissing or staying such proceedings or order for relief
has been obtained by the relevant Person within 120 (one hundred twenty) days from the date such
proceedings are admitted;

“Long Stop Date” means the earlier of the (i) expiry of a period of 18 (eighteen) months from the date of
filing of the Draft Red Herring Prospectus by the Company with SEBI, or such extended date as may be
agreed to in writing among the Parties; or (ii) in the event that the Board decides not to undertake the
Proposed Offer and withdraws any of the Offer Document(s), then the date of such withdrawal of the Offer
Document(s);

“Loss” means all direct (contingent or otherwise) losses, liabilities, demands, penalties, awards,
settlements, cost or expenses (including reasonable attorney’s fees and expenses) but in any case, shall
exclude any and all special, punitive, indirect, incidental or consequential loss, including but not limited to
exemplary damages, loss of profit, loss of revenue, loss of opportunity or loss of goodwill;

“Managing Director” has the meaning ascribed to such term under the Act;

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“Memorandum” means the memorandum of association of the Company as amended from time to time;

“Money Laundering Laws” mean the U.S. Currency and Foreign Transaction Reporting Act of 1970; the
U.S. Money Laundering Control Act of 1986; the Indian Prevention of Money Laundering Act, 2002; and
all applicable money laundering-related laws, rules and regulations of other jurisdictions where the
Company or any of its Affiliates conduct business or own assets;

“New Issuance” has the meaning ascribed to such term in Article 7.3.1;

“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury;

“Offer Document(s)” means the DRHP, the RHP, the prospectus and any other document prepared and
filed in relation to the Proposed Offer with relevant regulatory authorities;

“Offer for Sale” means the offer for sale of the Equity Shares by the Selling Shareholders pursuant to the
Proposed Offer;

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and
practice (including with respect to quantity and frequency), provided that if a series of related transactions
when taken together are not in the Ordinary Course of Business, then such series of transactions shall not
be deemed to be in the Ordinary Course of Business;

“Original Shareholder” means any Investor or AASPL, as may be applicable;

“Other Shareholders” shall mean Siddeshwari Tradex Private Limited, JSL Limited and Virtuous
Tradecorp Private Limited;

“Party” means each of the Company, AASPL and the Investors;

“Participation Notice” has the meaning ascribed to such term in Article 7.3.3;

“Participation Securities” has the meaning ascribed to such term in Article 7.3.3;

“Permit” means:

(i) a permit, permission, license, approval, authorisation, consent, clearance, waiver, exemption, no
objection certificate or other authorisation of whatsoever nature and by whatever name called from
a Governmental Authority, contractual counterparty or other third party; and

(ii) a registration, declaration, lodgement, notice or filing with any Governmental Authority, contractual
counterparty or other third party,

in each case, whether required under any Applicable Law or under any contract, agreement, permit, licence,
approval, consent or other arrangement;

“Person(s)” means any individual, sole proprietorship, unincorporated or incorporated association,

incorporated or unincorporated organization, body corporate, corporation, company, partnership, limited
liability company, limited liability partnership, joint venture, enterprise, Governmental Authority or trust
or any other entity or organization that may be treated as a person under Applicable Law;

“Person Resident in India” has the meaning ascribed to such term under the Foreign Exchange
Management Act, 1999;

“Person Resident outside India” has the meaning ascribed to such term under the Foreign Exchange
Management Act, 1999;

“Post QIPO Investor” has the meaning ascribed to such term in Article 11.1.11(a);

“Post QIPO Investor Equity Shares” has the meaning ascribed to such term in Article 11.1.11(a);

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“Post QIPO Put Deadline” has the meaning ascribed to such term in Article 11.1.11(a);

“Post QIPO Put Exercise Notice” has the meaning ascribed to such term in Article 11.1.11(a);

“Post QIPO Put Exercise Period” has the meaning ascribed to such term in Article 11.1.11(a);

“Post QIPO Put Price” has the meaning ascribed to such term in Article 11.1.11(a);

“Post QIPO Sale Shares” has the meaning ascribed to such term in Article 11.1.11(d);

“Preference Share” means a preference share of the Company having a face value of INR 100 (Indian
Rupees One Hundred only) each;

“Preference Shareholder” means any Person holding any Preference Share;

“Pre-IPO Placement” means the further issue of Equity Shares, including by way of a preferential issue
or any other method as may be permitted in accordance with Applicable Law to any Person(s), prior to the
filing of the updated draft red herring prospectus with the SEBI, to be undertaken at a price and on such
terms to be decided by the Company through its IPO Committee, in consultation with the book running
lead managers appointed in relation to the Proposed Offer;

“AASPL Director” has the meaning ascribed to such term in Article 3.2.1(a);

“AASPL Sale Securities” has the meaning ascribed to such term in Article 8.6.1;

“Proposed Offer” means the proposed initial public offering of the Equity Shares, authorized and approved
by the Board and Shareholders of the Company pursuant to the resolutions dated July 27, 2024, and July
30, 2024, respectively, comprising of a fresh issue aggregating up to ₹20,000 million by the Company and
an offer for sale of Equity Shares by certain selling shareholders aggregating up to ₹20,000 million and
shall include the Pre-IPO Placement, if any;

“Pro-Rata Shareholding” means, with respect to any Shareholder, the proportion that the number of
Securities held by such Shareholder bears to the aggregate number of Securities held by all the
Shareholders, in each case on a Fully Diluted Basis; provided that in respect of the Investors, (i) Pro-Rata
Shareholding of Investor 1 shall mean the final equity shareholding percentage held by the Investor 1 and
its Affiliates (as may be applicable) in accordance with the Investor 1 SSA, on a Fully Diluted Basis, as
adjusted in accordance with the provisions of the Transaction Documents; (ii) Pro-Rata Shareholding of
Investor 2 shall mean the final equity shareholding percentage held by the Investor 2 and its Affiliates (as
may be applicable) in accordance with the Investor 2 SSA, on a Fully Diluted Basis, as adjusted in
accordance with the provisions of the Transaction Documents; and (iii) Pro-Rata Shareholding of Investor
3 shall mean the final equity shareholding percentage held by the Investor 3 and its Affiliates (as may be
applicable) in accordance with the Investor 3 SSA, on a Fully Diluted Basis, as adjusted in accordance with
the provisions of the Transaction Documents;

“Put Option Deadline” has the meaning ascribed to such term in Article 11.2.2(a);

“Put Option Investor” has the meaning ascribed to such term in Article 11.2.2(a);

“Put Option Notice” has the meaning ascribed to such term in Article 11.2.2(a);

“Put Option Period” has the meaning ascribed to such term in Article 11.2.2(a);

“Put Option Securities” has the meaning ascribed to such term in Article 11.2.2(a);

“QIPO” shall mean the admission of the Equity Shares to listing on the National Stock Exchange of India
Limited and the BSE Limited, through an initial public offering of the Equity Shares of the Company and
includes the Proposed Offer and the Pre-IPO Placement;

“QIPO Float” has the meaning ascribed to such term in Article 11.1.4(a);

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“QIPO Period” has the meaning ascribed to such term in Article 11.1.1;

“QIPO Committee” has the meaning ascribed to such term in Article 11.1.2;

“QIPO Banker” has the meaning ascribed to such term in Article 11.1.2;
“Related Party” has the meaning ascribed to such term under the Act;

“Related Party Transactions” means any transaction between the Company and a Related Party under
Section 188 of the Act;

“Relative” has the meaning ascribed to such term under the Act;

“Reserved Matters” has the meaning ascribed to such term in Article 5.1;

“Restricted Person(s)” means the Persons (and the Affiliates of such Persons) engaged in a Competing
Business including any Person which has been specifically and mutually identified in the Shareholders’
Agreement, but shall not include any financial investor which has invested in a Person engaged in a
Competing Business, unless such financial investor is in Control of such Person. The list agreed to between
the Parties under the Shareholders’ Agreement may be updated by the Board annually, with the mutual
written agreement between AASPL and the Existing Investors, and, in the event AASPL and any of the
Existing Investors are unable to agree on an updated list, the list prevailing as on the Execution Date shall
continue to be applicable to the Investors;

“RHP” or “Red Herring Prospectus” means the red herring prospectus to be filed by the Company with
SEBI pursuant to and in relation to the Proposed Offer;

“RoC” means the Registrar of Companies, Maharashtra at Mumbai;

“ROFO Acceptance Notice” has the meaning ascribed to such term in Article 8.4.3;

“ROFO Acceptance Response Period” has the meaning ascribed to such term in Article 8.4.5;

“ROFO Notice Period” has the meaning ascribed to such term in Article 8.4.3;

“ROFO Offer Notice” has the meaning ascribed to such term in Article 8.4.2;

“ROFO Period” has the meaning ascribed to such term in Article 8.4.1;

“ROFO Price” has the meaning ascribed to such term in Article 8.4.3;

“ROFO Securities” has the meaning ascribed to such term in Article 8.4.1;

“ROFO Transferor” has the meaning ascribed to such term in Article 8.4.1;

“Rupees” or “Rs” or “INR” means the lawful currency of the Republic of India;

“Sanctioned Party” means any individual or entity on one or more of the Sanctioned Party Lists, or any
individual or entity owned by or acting on behalf of a party on one or more of the Sanctioned Party Lists;

“Sanctioned Party List” include the list of sanctioned entities maintained by the United Nations, the
Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the
Sectoral Sanctions Identifications List, all administered by OFAC, the U.S. Denied Persons List, the U.S.
Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce, the
consolidated list of Persons, Groups and Entities subject to EU Financial Sanctions, as implemented by the
EU Common Foreign & Security Policy;

“Sanctions Laws” mean the economic sanctions laws, embargoes, rules and regulations administered by
OFAC, EU Council sanctions regulations, as implemented in any member state of the EU, United Nations
sanctions policies, all relevant regulations made under any of the foregoing and any other applicable

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sanctions laws imposed by a Governmental Authority of any jurisdiction in which the Company or any of
its Affiliates conduct business;

“Securities” mean any class of securities issued by the Company and shall include the Equity Shares,
Preference Shares, any options (whether or not granted, vested or exercised), warrants, convertible
debentures, convertible Preference Shares (including the Subscription Securities), equity linked
instruments, loans or other securities or ownership interests that are directly or indirectly convertible into,
or exercisable or exchangeable for, any such Equity Shares (whether or not such securities are then
currently convertible, exercisable or exchangeable and whether with or without payment of additional
consideration);

“SEBI” means the Securities and Exchange Board of India;

“SEBI ICDR Regulations” means the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended from time to time;

“SEBI Listing Regulations” means Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015, as amended from time to time;

“Selling Shareholders” means Investor 1, Investor 2 and/or Investor 3 (as applicable); “Share Capital”
means the entire issued and paid-up Equity Share capital of the Company on a Fully Diluted Basis as at the
date or time of determination;

“Shareholder” means any Person holding any Securities;

“Shiva Cement” means Shiva Cement Limited, a publicly listed company, duly organized and existing
under the laws of India, with UIN L26942OR1985PLC001557 and having its registered office at YY-5,
Civil Township, Rourkela, Odisha-769004 (which is a subsidiary of the Company);

“Specified Clauses” means Clause 1 (Definitions and Interpretation), Clause 2 (Binding Nature), Clause
15.3 (Effect of Termination), Clause 17 (Confidentiality), Clause 19 (Notice), Clause 0 (Governing Law
and Jurisdiction), Clause 21 (Dispute Resolution) and Clause 23 (Miscellaneous) of the Shareholders’
Agreement;

“Stock Exchanges” shall collectively mean BSE Limited and National Stock Exchange of India Limited.

“Strategic Acquisition Event” has the meaning ascribed to such term in Article 8.6.1;

“Subscription Amount” with reference to (i) Investor 1, shall mean the total amount invested by Investor
1 in the Company pursuant to the Investor 1 SSA; (ii) Investor 2, shall mean the total amount invested by
the Investor 2 in the Company pursuant to the Investor 2 SSA; and (iii) Investor 3 shall mean an amount
equal to INR 750,000,000 (Indian Rupees Seven Hundred Fifty Million) or INR 1,000,000,000 (Indian
Rupees One Billion), as may be invested by Investor 3 pursuant to the Investor 3 SSA respectively;

“Subscription Securities” mean the compulsorily convertible Preference Shares held by each of Investor
1,Investor 2 and Investor 3 in the Company from time to time, having the rights, privileges, benefits and
terms as set out in the Investor 1 SSA, the Investor 2 SSA and the Investor 3 SSA, respectively;

“Subsidiaries” has the meaning ascribed to such term in the Act and with reference to the Company, shall
mean (i) JSW Cement FZE; (ii) Utkarsh Transport Private Limited; and (iii) JSW Green Cement Private
Limited; provided that the provisions of the Shareholders’ Agreement and Part-B of these Articles in
relation to Subsidiaries of the Company shall not be applicable to, and the term Subsidiaries shall not mean
and include Shiva Cement, except as may be expressly provided herein;

“Tag-Along Acceptance Notice” has the meaning ascribed to such term in Article 8.5.3;

“Tag Investor” has the meaning ascribed to such term in Article 8.5.3;

“Tag-Along Notice” has the meaning ascribed to such term in Article 8.5.1;

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 “Tag Notice Period” has the meaning ascribed to such term in Article 8.5.3;

“Tag Price” has the meaning ascribed to such term in Article 8.5.1;

“Tag Securities” has the meaning ascribed to such term in Article 8.5.1;

“Tag Transferee” has the meaning ascribed to such term in Article 8.5.1;

“Target Volume Payout” has the meaning ascribed to such item in Article 16.6;

“Taxes” means: (a) any direct or indirect taxes including excise duties, stamp duties, customs duties,
service tax, value added tax, sales tax, goods and services tax, local taxes, minimum alternative tax,
dividend distribution tax, surcharge cess; and (b) all forms of deductions, withholdings, duties, imposts,
levies, fees or other charges or taxes of a similar nature charged / levied by any Governmental Authority
(including any penalty or costs or charges or interest payable thereon in any situation), whether levied,
collected, withheld or assessed;

“Third Party” means any Person who is not a Party;

“Third Party Purchaser” means any Person other than the Parties, or their respective Affiliates, that
proposes to acquire Securities from a Shareholder in accordance with the Shareholders’ Agreement and
these Articles;

“Transaction Documents” means the Shareholders’ Agreement, the Investor 1 SSA, Investor 2 SSA,
Investor 3 SSA and any other agreement or document designated in writing as a Transaction Document by
the Parties;

“Transfer” means to sell, gift, exchange, give, assign, transfer, transfer any interest in trust, alienate,
Encumber, amalgamate, merge or suffer to exist (whether by operation of Applicable Law or otherwise)
any Encumbrance on, or otherwise dispose of in any manner whatsoever, voluntarily or involuntarily, such
property, asset, right or privilege or any interest therein, but shall not include transfers by way of
testamentary or intestate successions, and the term “Transferred” shall have a meaning correlative to the
foregoing. The term “Transfer”, when used as a noun, shall have a correlative meaning;

“Transfer Conversion Notice” has the meaning ascribed to such term in Article 11.3;

“Transferee Affiliate” with reference to an Investor, means an Affiliate of such Investor and with reference
to AASPL, means an Affiliate of AASPL; and;

“Unsubscribed Securities” has the meaning ascribed to such term in Article 7.3.4.

2. INCONSISTENCY WITH CHARTER DOCUMENTS

In the event of any inconsistency between the provisions of the Shareholders’ Agreement and the Charter
Documents: (a) the provisions of the Shareholders’ Agreement shall prevail; and (b) the Parties shall take
all necessary action to cause the Charter Documents to be amended to the extent permissible by Applicable
Law to resolve such conflict or inconsistency.

3. MANAGEMENT

3.1 The Board shall be responsible for and shall be the absolute authority for the management, supervision,
direction, and control of the Company. The Board may exercise all such powers of the Company and do all
such lawful acts and things as are permitted under Applicable Law, the Shareholders’ Agreement, and the
Charter Documents.

3.2 Composition of Board

3.2.1 Notwithstanding anything contained in this Part B of the Articles of Association, Parties agree
that to the extent required under Applicable Law, the Board shall be reconstituted in order to
comply with the applicable requirements of the SEBI Listing Regulations, the Act and any other

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 Applicable Law.

Subject to the foregoing, the maximum number of Directors on the Board shall be 15 (fifteen), of
which:

(a) AASPL shall be entitled to nominate up to 5 (five) Directors (each a “AASPL Director”)
and AASPL Directors shall always include Mr. Parth Sajjan Jindal as the Managing
Director of the Company; and

(b) each Existing Investor shall be entitled to nominate 1 (one) non-executive Director
(collectively referred as the “Investor Directors” and individually as the “Investor
Director”). Each Existing Investor hereby agrees, undertakes and covenants that the
Investor Director nominated by it shall not be appointed as a director on the board of
directors of a Competing Business.

Provided that any changes to the Board post filing of the DRHP in relation to the Proposed
Offering, including with respect to AASPL Director or the Investor Director, shall be subject to
the receipt of a prior written intimation by the relevant Party to the other Parties.

Further, in case of any change in AASPL Directors or the Investor Directors, the Parties agree,
that the appointment of the incoming director shall be in compliance with the requirements of the
Act, the SEBI ICDR Regulations, the SEBI Listing Regulations and in accordance with any other
Applicable Law. Further, Parties shall use all reasonable endeavours to facilitate any requirements
pertaining to due diligence required for such appointment in relation to the Proposed Offer.

3.2.2 The Parties shall undertake all actions as may be required under Applicable Law to ensure that the
Directors are appointed on the Board, at all times, in the manner set out in the Shareholders’
Agreement and these Articles. It is hereby clarified that the Shareholders shall take, or cause to be
taken, all necessary actions as may be required under and permitted by Applicable Law (including
executing proxies or written consents) to convene a General Meeting at short notice and, to the
extent permitted by Applicable Law, to approve the appointment of the Director(s) at such General
Meeting in the manner contemplated herein.

3.2.3 All the appointments of Directors shall take place either at duly constituted Board meetings and/or
General Meetings or through circular resolutions, as required under Applicable Law.

3.3 Alternate Directors

3.3.1 Subject to Applicable Laws, each Director, appointed in accordance with Article 3.2 (Composition
of Board), shall be entitled to nominate an alternate individual to act instead of such Director (an
“Alternate Director”) for all purposes at any Board meeting, in terms of the Act, provided that
in case of such nomination of an Alternate Director, each Director shall be required to provide a
prior written notice of at least 10 (ten) days to the Company. The appointment of such Alternate
Director shall take place as the first item of business at the first Board meeting to be held
subsequent to receipt by the Company of such nomination by the original Director. The Alternate
Director shall be entitled to: (a) perform all functions and powers of the original Director in his/
her absence; and (b) the rights and benefits of such original Director (whether under the
Shareholders’ Agreement, Applicable Law or otherwise), including being entitled to receive
notice of all Board meetings and to attend (including being considered for determining the
quorum, if applicable), participate in, and vote at, Board meetings in place of the original Director,
in each case, until such original Director notifies the Board that such nomination of the Alternate
Director is cancelled and terminated, in which case, the original Director shall immediately replace
the Alternate Director.

3.3.2 The act of an Alternate Director while acting for the original Director will be deemed to be the act
of the original Director.

3.4 Removal of Directors

3.4.1 Each Shareholder shall be entitled, at any time, to remove the Director(s) nominated by it and the

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 remaining Shareholders shall take, or cause to be taken, all necessary actions as may be required
under and permitted by Applicable Law (including executing proxies or written consents), to
convene a General Meeting at short notice, and, to the extent permitted by Applicable Law, to
remove such Director at such General Meeting, if required, provided always that an Independent
Director may be removed from the Board only in accordance with Applicable Law.

3.4.2 In the event of resignation, retirement, or vacation of office of a Director nominated by a

Shareholder for any reason whatsoever:

(a) such Shareholder shall be entitled to nominate another representative as a replacement;

(b) the remaining Shareholders shall take, or cause to be taken, all necessary actions as may be
required under and permitted by Applicable Law (including executing proxies or written
consents) to convene a General Meeting at short notice and, to the extent permitted by
Applicable Law, to approve the appointment of such replacement as a Director at such
General Meeting.

3.5 Reimbursement of Costs and Expenses

The Company shall, subject to these Articles and prevailing policies of the Company, reimburse the reasonable
costs and expenses incurred by the Investor Director(s) in relation to attending meetings of the Board.

3.6 Indemnity

3.6.1 Indemnity to Director: To the fullest extent permitted by Applicable Laws, the Directors, including
the Investor Directors (each, a “Covered Person”) shall be indemnified and held harmless by the
Company from any Losses, including, without limitation, reasonable attorneys', accountants',
investigators', and experts' fees and expenses sustained or incurred by such Covered Person by
reason of any act performed by such Covered Person in good faith on behalf of the Company or
any Subsidiary and in a manner reasonably believed by the Covered Person to be within the scope
of authority conferred on such Covered Person by the Shareholders’ Agreement (and any other
related agreements and documents) or omission omitted by such Covered Person in good faith on
behalf of the Company or any Subsidiary, provided always that: (a) any indemnity under this
Article 3.6.1 (Indemnity to Director) shall be provided out of and to the extent of Company’s and
the Subsidiaries’ assets only and (b) the Company shall not be liable to indemnify a Director for
any Loss sustained or incurred by reason of any fraudulent act or omission of such Director or
wilful misconduct of such Director or wilful breach of the Shareholders’ Agreement or these
Articles by such Director.

3.6.2 Mutual Indemnity: Each Party agrees to indemnify, defend and hold harmless the other Parties
and each of their Affiliates and each of their respective officers and employees, from and against
any and all Losses (including without limitation reasonable legal costs, fees and expenses) suffered
and / or incurred, by any of them based upon or arising out of or relating to a breach by such
indemnifying Party of any of the representations and warranties provided and /or the obligations
undertaken, by it under the Shareholders’ Agreement.

3.7 Board Meetings

3.7.1 Subject to Applicable Law: (a) a minimum of 4 (four) Board meetings shall be held by the
Company each calendar year; and (b) there shall be no more than 120 (one hundred and twenty)
days between 2 (two) consecutive Board meetings. The Board shall meet at such place and in such
manner as the Board reasonably may determine from time to time.

3.7.2 No meeting of the Board shall be held unless at least 7 (seven) days prior written notice of such
proposed Board meeting has been delivered to all the Directors, unless a shorter notice period is
agreed to in writing by the Investor Directors. Notices for Board meetings shall be provided to the
addresses (including by way of email) of the Directors, as informed by them in writing to the
Company from time to time.

3.7.3 Each notice of a Board meeting shall be accompanied by, inter alia: (a) an agenda setting out in

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 detail the matters and business items proposed to be discussed and/or voted upon at such Board
meeting, including, without limitation, expressly identifying any Reserved Matters that form part
of this agenda; and (b) all documents and information pertaining to the agenda items and otherwise
required to properly review and discuss the agenda in full, which shall either be in the English
language or translated into English language.

3.7.4 The Board shall not, at any Board meeting, take up, consider, discuss or resolve upon any: (a)
matter that is not a Reserved Matter and that is not expressly specified on the agenda for such
meeting unless a majority of the Directors present at such Board meeting vote in favour of
discussing and voting on such matter; and (b) Reserved Matter, except in accordance with Article
5 (Reserved Matters).

3.7.5 The Company shall ensure that all matters/ topics proposed by any Investor Director for discussion
at a Board meeting shall be included on the agenda of the next Board meeting.

3.8 Quorum for Board Meeting

3.8.1 Valid Quorum: A valid quorum shall exist at any Board meeting if at least 2 (two) Directors or
one-third of the total number of Directors that sit on such Board, whichever is higher, are present
at such Board meeting. If the agenda for a Board meeting includes a Reserved Matter and/or a
Reserved Matter is otherwise proposed to be discussed, or put to vote, at such Board meeting, then
a valid quorum for such Board meeting shall require at least 1 (one) Investor Director nominated
by each of the Existing Investors, to be present at the commencement, and for the duration, of the
Board meeting, unless, at least 1 (one) Business Day prior to the commencement of the Board
meeting, such Investor Director has either: (a) waived such requirement in writing; or (b) given a
prior written consent or dissent (as applicable) for the Reserved Matter.

3.8.2 Adjourned Board Meeting: No business shall be transacted at any Board meeting unless a valid
quorum exists at such Board meeting as set out in accordance with Article 3.8.1 (Valid Quorum),
both at the time when the Board meeting commences and for the duration of the Board meeting.
If a valid quorum is not present within 30 (thirty) minutes of the scheduled time for any Board
meeting, or, if during such Board meeting, a valid quorum no longer exists (including due to an
Investor Director not being present at a Board Meeting where a Reserved Matter is a part of the
agenda and/or a Reserved Matter is otherwise proposed to be discussed), then such Board meeting
shall be adjourned and reconvened to the date that falls 7 (seven) Business Days after such
adjourned Board meeting at the same venue and time. If at such adjourned and reconvened Board
meeting (“Adjourned Board Meeting”), a valid quorum is not present within 30 (thirty) minutes
of the scheduled time for such Adjourned Board Meeting or, if during such Adjourned Board
Meeting, a valid quorum no longer exists (including due to no Investor Director being present),
then the Directors present shall form a valid quorum (provided that they are sufficient in number
to constitute a valid quorum under the Act) and the Board meeting may proceed, subject to the
limitations mentioned in Article 3.7.4.

3.9 Participation by Electronic Means

To the extent permitted by Applicable Law, the Directors may participate in a Board meeting by video
conferencing or other audio-visual means, provided that each Director must indicate or announce his or her
presence for the purpose of the meeting and any Director not doing so shall not be counted for the purposes
of ascertaining quorum nor shall such Director be entitled to speak or vote at the meeting. A Director may
not leave the meeting by voluntarily disconnecting his telephone or other means of communication unless
he or she has previously obtained the express consent of the chairman of the meeting at the beginning of
such meeting. A Director shall conclusively be presumed to have been present and formed part of the
quorum at all times during the meeting unless he or she has previously obtained the express consent of the
chairman of the Board meeting to leave the meeting as aforesaid or his or her telephone line or other means
of communication is disconnected due to technical snag in the connectivity, in which case the Director shall
immediately inform the Board. The quorum and other requirements applicable to Board meetings shall
apply to such meetings as well.

3.10 Voting

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 Each Director shall be entitled to exercise 1 (one) vote at a Board meeting. Subject to Article 5 (Reserved
Matters) and any requirements under the Act, the adoption of any resolution of the Board shall be approved
by a simple majority of the Directors present and voting at a duly constituted Board meeting.

3.11 Minutes of a Board Meeting

The substance of the proceedings of a Board meeting, including the agenda, discussions and results thereof,
shall be recorded in minutes in the English language and shall be signed by the chairman within 30 (thirty)
days of such Board meeting. The company secretary shall send a copy of the minutes of each Board meeting
to each Director within 30 (thirty) days after each such Board meeting.

3.12 Circular Resolutions

3.12.1 A written resolution circulated to all the Directors, whether in India or overseas, and approved in
accordance with Applicable Law, shall (subject to compliance with the relevant requirements of
the Act) be as valid and effective as a resolution duly passed at a duly convened meeting of the
Board. However, if the resolution proposed to be passed by circulation pertains to a Reserved
Matter, then such resolution shall be valid and effective only if the resolution has received the
written consent of each of the Investor Directors in accordance with Article 5 (Reserved Matters).

3.12.2 Any resolution may be circulated by sending it to the addresses (including by way of email) of
each of the Directors, as informed by them to the Company from time to time, and approved in
accordance with Article 3.10 (Voting) and Article 5 (Reserved Matters).

3.12.3 A resolution passed by circulation shall be noted at the next meeting of the Board, and shall be
made part of the minutes of such meeting.

3.13 Committees of the Board

3.13.1 The Board shall have the power to constitute committees or sub committees (including but not
limited to an audit committee) of the Board (“Board Committees”) and delegate such of the
Board’s powers to the aforesaid Board Committees as the Board may deem fit. Each Board
Committee formed under this Article 3 (Management) shall be constituted as determined by the
Board in accordance with Applicable Law.

3.13.2 Unless agreed in writing by the Company, AASPL and the Existing Investors or otherwise
permitted under the Shareholders’ Agreement, the provisions of this Article 3 (Management)
relating to the Board and its meetings shall be applicable to the Board Committees and Board
Committee Meetings as well.

3.14 Board Meetings of Subsidiaries

Unless agreed in writing by the Company, AASPL and the Existing Investors or otherwise permitted under
the Shareholders’ Agreement, all provisions of this Article 3 (Management) relating to the Board and its
meetings shall apply to the board of directors, its committees and their respective meetings of the
Subsidiaries as well, provided that such rights in respect of the Subsidiaries shall be exercised by the
Investor Directors indirectly only through the Company, through decisions taken in meetings of the Board
and Board Committees of the Company. It is clarified that such rights and privileges offered pursuant to
this Article 3.15 shall not be available in respect of Shiva Cement.

4. GENERAL MEETINGS

4.1 Frequency

4.1.1 The Company shall hold at least 1 (one) general meeting of the Equity Shareholders as an
“Annual General Meeting” within 6 (six) months following the end of the prior Financial Year
unless otherwise provided by Applicable Law. All meetings of the Equity Shareholders, whether
Annual General Meetings or otherwise (“General Meetings”), shall be convened and held in
accordance with Applicable Laws, the Shareholders’ Agreement, and these Articles.

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4.2 Notice

4.2.1 A minimum of 21 (twenty-one) days’ prior written notice shall be provided to all Equity
Shareholders for any General Meeting, accompanied by the agenda for such General Meeting,
unless approval for such General Meeting to be called at shorter notice is given in accordance with
the Act and approved in writing by each Investor.

4.2.2 Each notice of a General Meeting shall be accompanied by, inter alia: (a) an agenda setting out in
detail the matters and business items proposed to be discussed and/or voted upon at such General
Meeting, including, without limitation, expressly identifying any Reserved Matters that form part
of this agenda; and (b) all documents and information pertaining to the agenda items and otherwise
required to properly review and discuss the agenda in full, which shall either be in the English
language or translated into English language.

4.2.3 Any item not included in the agenda of a General Meeting shall not be considered or put to vote
at that meeting, without the prior written consent of each Investor.

4.3 Quorum for General Meeting

4.3.1 Valid Quorum: A valid quorum for a General Meeting shall exist if at least 5 (five) Equity
Shareholders are present.

4.3.2 General Meeting: No business shall be transacted at any General Meeting unless there is a valid
quorum in accordance with Article 4.3.1 (Valid Quorum) above both at the time when the General
Meeting commences and for the duration of the General Meeting, and no Reserved Matter shall
be discussed or put to vote at any General Meeting, unless it is done in accordance with Article 5
(Reserved Matters). If a valid quorum is not present within 30 (thirty) minutes of the scheduled
time for such General Meeting, or if, during the General Meeting, a valid quorum no longer exists,
then such General Meeting shall be adjourned and reconvened to the date that falls 7 (seven)
Business Days after such adjourned General Meeting at the same venue and time (or, if such date
is not a Business Day, to the next Business Day at the same time and venue). If, at such adjourned
General Meeting (“Adjourned General Meeting”), a valid quorum is not present within 30
(thirty) minutes of the scheduled time for such Adjourned General Meeting or if, during such
Adjourned General Meeting, a valid quorum no longer exists, then the Equity Shareholders present
shall constitute valid quorum as per Applicable Law and the General Meeting may proceed,
provided that no Reserved Matter is discussed or put to vote, unless it is done in accordance with
Article 5 (Reserved Matters).

4.3.3 General Meeting Requisitioned by Equity Shareholders: No Equity Shareholder shall requisition
a General Meeting in accordance with Applicable Law to put to vote a Reserved Matter without
such Reserved Matter first being approved by or consented to by each Investor Director in
accordance with Article 5 (Reserved Matters). The Equity Shareholders hereby irrevocably waive
their right under the Act to requisition any General Meeting contrary to terms of this Article 4.3.3.

4.3.4 The chairman of the Board shall also be the chairman of a General Meeting. In the event the
chairman of the Board is not present for the General Meeting, then the Equity Shareholders present
at such General Meeting may elect one of them present to be the chairman for the said General
Meeting, absent which, any other Equity Shareholder present at such meeting can be the chairman
of the said meeting. The chairman shall not have a second or casting vote.

4.4 Voting

4.4.1 At all General Meetings, a resolution put to a vote of the Equity Shareholders (and/or Shareholders
holding Preference Shares (where permissible under the Act)) shall be decided by way of a show
of hands, unless otherwise required by Applicable Law. Each Shareholder present in person, by
proxy or, in case of a body corporate, by a duly appointed representative, shall have one vote for
each Equity Share and/or Preference Share (where permissible under the Act) held by such
Shareholder. Each Shareholder shall vote its Equity Shares and/or Preference Shares (where
permissible under the Act) at any General Meeting upon any matter submitted for action by the
Shareholders, in conformity with the specific terms and provisions of the Shareholders’

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 Agreement to the extent legally permissible to give complete legal effect to the provisions of the
Shareholders’ Agreement.

4.4.2 Any Shareholder of the Company may appoint another Person as his proxy (and in case of a
corporate Shareholder, an authorized representative) to attend a General Meeting and vote thereat
on such Shareholder’s behalf (where permissible under the Act), provided that the power given to
such proxy or representative must be in writing and shall be lodged with the Company at any time
before the meeting. Any Person possessing a proxy or other such written authorization with respect
to any Equity Shares shall be able to vote on such Equity Shares and participate in meetings as if
such Person were an Equity Shareholder, subject to Applicable Law; provided that a proxy shall
not be permitted to speak in a General Meeting. The Parties hereby expressly acknowledge that
the Shareholders shall not be bound to follow the recommendations, suggestions or the
observations of a proxy at a General Meeting, in any manner whatsoever.

4.4.3 All resolutions at any General Meeting shall be voted upon only in accordance with Applicable
Law and subject to the provisions of Article 5 (Reserved Matters), be decided by an ordinary
resolution or special resolution in accordance with the Charter Documents and Applicable Law.

4.5 Minutes of a General Meeting

The substance of the proceedings of a General Meeting, including the agenda, discussions and results
thereof, shall be recorded in minutes in the English language and shall be signed by the chairman within
30 (thirty) days of such General Meeting. The company secretary shall send a copy of the minutes of each
General Meeting to each Investor and AASPL within 30 (thirty) days after each such General Meeting.

4.6 Meetings of Preference Shareholders

The Company shall convene and hold meetings of the Preference Shareholders, conduct voting at such
meetings of the Preference Shareholders and undertake all other matters regarding meetings of the
Preference Shareholders in accordance with the provisions of the Act.

5. RESERVED MATTERS

5.1 The Parties agree that any action, decision and/or resolution relating to, or in respect of, the matters set out
in SCHEDULE 1 (each a “Reserved Matter”) shall not be pursued, effected or otherwise undertaken by
the Company without the prior written consent of each of the Investor Directors obtained prior to or by way
of an affirmative vote at a Board (or Board Committee) meeting or through circulation.

5.2 The Parties agree that with respect to Reserved Matters if: (a) any Investor Director abstains from voting
at any Board (or Board Committee) meeting (including any Adjourned Board Meeting); or (b) any Investor
Director fails to respond to the Company’s request for consent in respect of the Reserved Matter within 30
(thirty) days from receipt of such written request from the Company, then it shall be deemed that such
Investor Director has consented to or voted in favour of such Reserved Matter.

5.3 The Company shall, always first table the Reserved Matters at a Board meeting, irrespective of whether
such Reserved Matter is to be approved by the Shareholders in a General Meeting in accordance with
Applicable Law. In the event such Reserved Matter is rejected in the Board Meeting, or an Investor Director
has provided its dissent in writing prior to a Board Meeting or Board Committee Meeting in accordance
with the Shareholders’ Agreement and these Articles, then the Parties shall not discuss or put to vote such
rejected Reserved Matter at any ensuing General Meeting.

5.4 The Parties agree that where each of the Investor Directors have approved a Reserved Matter at a Board
meeting or a Board Committee Meeting, or each of the Investor Directors have provided their consent/
assent in writing prior to a Board Meeting or Board Committee Meeting in accordance with the
Shareholders’ Agreement and these Articles, then, the Equity Shareholders (including each of the Existing
Investors, upon Conversion and becoming Equity Shareholders) present and voting on such Reserved
Matter at an ensuing General Meeting (where such Reserved Matter is required to be voted at in a General
Meeting in accordance with Applicable Law) shall be obligated to vote in accordance with such consent/
assent or approval at such ensuing General Meeting.

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5.5 In the event an Investor Director or an Existing Investor provides his or her dissent in respect of any
Reserved Matter, then such Investor Director or such Existing Investor, as the case may be, must specify
in writing with reasonable detail the reasons for such dissent.

5.6 Subject to Article 15.4, the provisions of this Article 5 shall continue to apply to an Existing Investor even
after the Conversion of the Subscription Securities held by such Existing Investor into Equity Shares.

5.7 The Company shall ensure that the Reserved Matters items specified in SCHEDULE 1 shall also be
applicable mutatis mutandis to the Subsidiaries of the Company with the following modifications: (a)
references to the Company shall be deemed to refer to the Subsidiaries of the Company; (b) references to
Business shall be deemed to refer to the business of the Subsidiaries of the Company; and (c) any rights
available to the Existing Investors in respect of this Article 5 (Reserved Matters), for Subsidiaries, shall
always be exercised by the Investor Directors (or the Existing Investors, if applicable) indirectly through
decisions taken in meetings of the Board and Board Committees of the Company. It is clarified that the
rights and privileges offered pursuant to this Article 5.7 shall not be available in respect of Shiva Cement.

6. DEADLOCK

6.1 For the purpose of this Article 6 (Deadlock), a deadlock event (“Deadlock Event”) shall be deemed to
have occurred in respect of an Existing Investor (and the Investor Director appointed by such Existing
Investor), if (a) a resolution (including a circular resolution) relating to an Identified Reserved Matter is not
passed at 2 (two) consecutive Board (or Board Committee) meetings by reason of a dissenting vote being
cast by the Investor Director appointed by such Existing Investor; or (b) such Existing Investor (or the
Investor Director appointed by such Existing Investor) having dissented to such Identified Reserved Matter
in writing 2 (two) consecutive times as per Article 5.5 above; or (c) the Investor Director appointed by such
Existing Investor does not attend 2 (two) consecutive Board (or Board Committee) meetings where such
Identified Reserved Matter is to be taken up and such Investor Director has not consented or dissented to
such Identified Reserved Matter in writing in advance of such meeting in accordance with Article 5 above.

6.2 A Deadlock Event shall be dealt with in the manner set out in the Shareholders’ Agreement.

7. FURTHER FUNDING, FURTHER ISSUANCES AND PRE-EMPTIVE RIGHTS

7.1 Further Funding

7.1.1 The Parties agree that the Company shall operate and be funded in accordance with the Annual
Business Plan, which shall clearly set out the funding requirements of the Company (“Funding
Requirements”). This shall, however, not preclude the Company from raising funds not
specifically approved by the Annual Business Plan, provided that the Company shall in doing so,
comply with the provisions of this Article 7 (Further Funding, Further Issuances and Pre-Emptive
Rights).

7.1.2 The Board shall evaluate the method of procuring funds for fulfilling such Funding Requirements,
including through finance or credit facilities from banks or financial institutions or other Third
Party sources, or further issuance of Securities, which proposal shall be put forth in writing to each
of the Investors and AASPL. None of the Investors shall be obligated to provide any support or
otherwise contribute towards any Funding Requirements of the Company, including without
limitation, providing a pledge of their respective shareholding in the Company or providing any
other guarantee, indemnity, support, a negative lien or other similar security to such Third Party
for the purpose of securing finance or credit facilities pursuant to such Funding Requirements.

7.2 Further Issuances

7.2.1 Subject to the other terms and conditions of the Shareholders’ Agreement (including Article 5
hereof) and these Articles, the Board may issue further Securities from time to time to the
Shareholders in their Pro-Rata Shareholding (which shall be calculated by including the
shareholding of the Affiliates of each Shareholder, as may be applicable) (i.e. on a ‘rights basis’)
and on such terms as may be determined by the Board.

7.2.2 The Board shall determine the amount of Funding Requirement and time frame for infusion of

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 such additional capital based on the Annual Business Plan.

7.2.3 Notwithstanding the above, the provisions of Articles 7.2.1 and 7.2.2 will not be applicable to the
Proposed Offer.

7.3 Pre-Emptive Rights

7.3.1 Subject to Article 5, in the event any issue of new Securities (“New Issuance”) is proposed to be
made by the Company, then each Shareholder (together with its Affiliates, if applicable) shall have
the right (but not the obligation) to participate, including through its Affiliates, in such New
Issuance on the terms and conditions of the New Issuance corresponding to their inter se Pro-Rata
Shareholding (which shall be calculated by including the Securities held by the Affiliates of each
of the Shareholders). A New Issuance shall not include an issuance of Securities in connection
with any employee stock option plan(s) / scheme(s) or initial public offering of the Company. It
is clarified for the avoidance of doubt that in the event an Affiliate of any Shareholder subscribes
to such Shareholder’s respective Pro-Rata Shareholding entitlement of the New Issuance, such
subscription shall be subject to such Affiliate executing a Deed of Adherence, except as provided
in Article 8.3.2.

7.3.2 In the event that the Company proposes to undertake a New Issuance, it shall issue a written notice
to the Shareholders (“Issuance Notice”) setting forth in detail (a) the terms of the proposed
issuance, including the proposed issuance price (“Issuance Price”), (b) the date of closing of the
proposed issuance, which shall not be less than 30 (thirty) days from the date of receipt of the
Issuance Notice (“Issuance Period”), and (c) the nature and number of Securities proposed to be
issued, based on the Pro-Rata Shareholding, which each Shareholder would be entitled to
subscribe to (“Issuance Securities”).

7.3.3 If any of Shareholders wish to exercise their right to participate in the New Issuance, it shall inform
the Company of the same by way of a written notice (“Participation Notice”) during the Issuance
Period. The Participation Notice shall include the number of Issuance Securities that such
Shareholder proposes to subscribe to (“Participation Securities”) which shall not exceed its Pro-
Rata Shareholding. Subject to the receipt of the Participation Notice and payment of the Issuance
Price, the Company shall issue and allot the Participation Securities to the relevant Shareholders
and/or their respective Affiliates (as the case may be), on the date of closing of the New Issuance
as stated in the Issuance Notice.

7.3.4 In the event that any of the Shareholders notify the Company about its non-acceptance to subscribe
to all or part of the Issuance Securities or fails to give a Participation Notice in accordance with
Article 7.3.3, the remaining Shareholders who have issued a Participation Notice under Article
7.3.3, shall have the right (but not the obligation) to subscribe to some or all of the unsubscribed
portion of the Issuance Securities at the Issuance Price (“Unsubscribed Securities”) based on
their inter se pro-rata shareholding (which shall, for the avoidance of doubt, take into account the
Securities held by the Affiliates of the Shareholders who have issued a Participation Notice under
Article 7.3.3). In any event, the number of new Securities being issued under the New Issuance
shall not exceed the number of Issuance Securities as set out in the Issuance Notice provided
pursuant to Article 7.3.2. For the avoidance of doubt, the shareholding of the non-subscribing
Shareholder will automatically get diluted in case any remaining Shareholder subscribes to the
Unsubscribed Securities and the Pro-Rata Shareholding of the Shareholders will be adjusted to
reflect such dilution.

7.3.5 Except as otherwise provided in this Article 7.3.5, failure by any of the Shareholders to give a
Participation Notice in accordance with Article 7.3.3 shall be deemed a waiver by such
Shareholder of its rights under this Article 7.3 with respect to such New Issuance, provided always
that if any Investor and/or AASPL fail to give the Participation Notice required under Article 7.3.3
solely because of the Company’s failure to comply with the notice provisions of Article 7.3.2,
then the Company shall not be entitled to conduct the New Issuance pursuant to this Article 7.3
and if purported to be issued, any such New Issuance shall be void ab initio.

7.3.6 If subsequent to having offered the Issuance Securities to the Shareholders in accordance with this
Article 7.3, any portion of the Issuance Securities remains unsubscribed, then the Board shall have

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 the right to offer the whole or part of the Unsubscribed Securities to a Third Party (not being a
Restricted Person) at the same price (i.e., Issuance Price) and on terms no more favourable than
those offered under the Issuance Notice to the Shareholders. Upon subscription by any Third Party
to the Unsubscribed Securities, the shareholding of the existing Shareholders will automatically
be diluted and the Pro-Rata Shareholding of the Shareholders will be adjusted to reflect such
dilution. If the Third Party fails to subscribe to the Unsubscribed Securities within a period of 60
(sixty) days from the date of the Issuance Notice, the right to offer the Unsubscribed Securities to
a Third Party under this Article shall lapse and the provisions of this Article 7.3 shall apply afresh
to any issuance of new Securities by the Company.

7.3.7 The provisions of this Article 7.3 shall not apply to the subscription of the Additional Subscription
Securities by Investor 1, Investor 2 and Investor 3 in accordance with the terms of the Investor 1
SSA, the Investor 2 SSA and the Investor 3 SSA, respectively.

8. TRANSFER CONDITIONS

8.1 General Restrictions on Transfer by Shareholders

8.1.1 No Shareholder shall, directly or indirectly, Transfer or attempt to Transfer any Securities or any
right, title or interest therein or thereto, unless: (a) the transferee (other than a Party) has executed
the Deed of Adherence; and (b) the Transfer is made in accordance with the provisions of the
Shareholders’ Agreement and these Articles, provided always that in the case of Transfer of Equity
Shares by any of the nominees (existing or future) of AASPL and / or the Other Shareholders (as
may be required by AASPL and the Other Shareholders, respectively) holding Equity Shares of
the Company for the beneficial ownership of AASPL and the Other Shareholders, respectively,
the transferee shall not be required to execute the Deed of Adherence and pursuant to such
Transfer, such transferee shall make necessary declaration(s) of the beneficial interest in the
Equity Shares acquired by it from the nominee(s) of AASPL and/or the Other Shareholders in
favour of AASPL or any of the Other Shareholders, as may be applicable, in accordance with
Applicable Law. AASPL and/ or the Other Shareholders, as may be applicable, shall continue to
be responsible and liable under the Shareholders’ Agreement and these Articles in respect of the
Equity Shares held by the nominees and/ or the abovementioned transferee nominees.

8.1.2 The Company shall restrict any direct or indirect Transfers or attempt to Transfer any Securities
to a Third Party Purchaser in violation of the Shareholders’ Agreement and these Articles and any
such purported Transfer shall be null and void ab initio, confer no rights on the Third Party
Purchaser as against the Company and/or the remaining Shareholders, and constitute a material
breach of the Shareholders’ Agreement. The Company shall not register or record the Transfer of
any Securities that is not in compliance with the Shareholders’ Agreement and these Articles, and
shall not recognise as a Shareholder or owner of Securities, nor accord any rights (whether relating
to payment of dividend or voting) to the purported transferee of any Securities in violation of the
provisions of the Shareholders’ Agreement.

8.1.3 Subject to the provisions of the Shareholders’ Agreement, each Investor and its Affiliates, shall
be entitled to freely Transfer or Encumber, the Securities held by it (or any legal or beneficial
interest therein) and its rights and obligations under the Shareholders’ Agreement, to any Person,
without any restrictions whatsoever. For the avoidance of doubt, it is clarified that this right under
Article 8.1.3 shall be exercisable only after complying with the provisions of the Shareholders’
Agreement.

8.1.4 No Sale to Restricted Persons: Save as provided for in Clause 16.1 of the Shareholders’ Agreement
and Article 16.1 of these Articles, none of the Investors shall be entitled under any circumstances
whatsoever to Transfer any Securities held by them in the Company to any Restricted Persons.

8.1.5 Unless otherwise stated in the Shareholders’ Agreement, none of the Investors and/ or their
respective Affiliates shall be entitled to transfer a portion or part of their respective Securities at
any point of time, and any purported sale by any Investor and/or its Affiliates of the Securities
held by them, respectively, shall, at all times, be for all and not less than all the Securities held by
them in the Company at that point in time.

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 8.1.6 The Transfer restrictions on the Shareholders (other than in relation to Investor 2 and its Affiliates)
under the Shareholders’ Agreement and/or in these Articles shall not be capable of being avoided
by the holding of Securities indirectly through a company or other entity (or one or more
companies or entities either alone or together in any combination or under contract) that can itself
(or the securities in it) be sold in order to Transfer an interest in the Securities, to avoid the
restrictions imposed under the Shareholders’ Agreement and/ or these Articles. Investor 2
undertakes and warrants to the Company and AASPL that Investor 2 shall, at all times during the
term of the Shareholders’ Agreement, be managed by the Affiliates of Apollo Global
Management, Inc.

8.2 Lock-in Restrictions

8.2.1 Investor Lock-in: Save as otherwise provided in Clause 6.5 of the Shareholders’ Agreement (with
respect to Securities held by each of the Investors); Article 8.3 (Permitted Transfers); Article 8.6.2
(pursuant to AASPL delivering a Drag-Along Notice); Article 12.2.2 (upon occurrence of an
Event of Default) and Article 14.2.3 (in case a Competing Investment is made), each Investor,
shall not, directly Transfer or Encumber any part of its Securities or any legal or beneficial interest
therein, for a period of 18 (eighteen) months from the Investor 2 Closing Date, provided that
nothing contained herein shall restrict an Investor from: (a) converting the Subscription Securities
held by it prior to the filing of the RHP in accordance with the Shareholders’ Agreement; and (b)
selling the Subscription Securities held by it as part of the offer for sale component of the QIPO.

8.2.2 AASPL Lock-in: Save as otherwise provided in this Article 8.2.2 (AASPL Lock-in) and Article
8.3 (Permitted Transfers), AASPL and/or its Affiliates shall not, directly or indirectly, Transfer
or Encumber any Securities or any legal or beneficial interest therein for so long as any of the
Investors hold Securities in the Company. Notwithstanding the foregoing, (i) AASPL shall be
entitled to Transfer the Securities held by it, (a) to a Third Party Purchaser up to an aggregate of
10% (ten percent) of the Share Capital on a Fully Diluted Basis, for growth or strategic purposes,
subject to the prior written consent of each of the Existing Investors which shall not be
unreasonably withheld, and subject to such Third Party Purchaser not being a Sanctioned Party;
or (b) in a QIPO by way of an offer for sale in accordance with Article 11.1 (Qualified Initial
Public Offer); and (ii) AASPL and /or its Affiliates shall be entitled to Encumber, in favour of or
for the benefit of a Person (not being a Sanctioned Party), any Securities held by them for, (a) the
purposes of fulfilling any Funding Requirements through finance or credit facilities from banks
or financial institutions or other Third Party sources, if required by such banks or financial
institutions or other Third Party sources; and/ or (b) any other purpose whatsoever, as stipulated
in and in accordance with Clause 13.2.5 of the Shareholders’ Agreement, provided that AASPL
shall ensure that the Securities held by AASPL representing at least 51% (fifty one percent) of the
Share Capital of the Company(on a Fully Diluted Basis) remain unencumbered, in respect of this
Article 8.2.2(ii)(b) (without any restrictions on the rights provided under Article 8.2.2(ii)(a)
above), and that AASPL intimates each of the Investors of, (A) the number of Securities held by
AASPL over which such Encumbrance is created, within 7 (seven) Business Days of such
creation, and (B) receipt of a notice of intention, if any, to enforce such Encumbrance, within 7
(seven) Business Days of such receipt.

8.3 Permitted Transfers

8.3.1 Notwithstanding the provisions of Article 8.2 (Lock-in Restrictions), a : (i) each Investor shall be
entitled to Transfer all or any part of the Securities held by it, to a Transferee Affiliate; and (ii)
AASPL shall be entitled to Transfer all or any part of the Securities held by it, to a Transferee
Affiliate (each such Transferee Affiliate, not being a Sanctioned Party), provided that the
aggregate indebtedness of AASPL and all its Transferee Affiliate(s) does not, at any time during
the term of the Shareholders’ Agreement, exceed the Existing AASPL Debt (other than for
purposes set out in Clause 13.2.5 of the Shareholders’ Agreement), subject to the following:

(a) the Transferee Affiliate shall have executed the Deed of Adherence agreeing to the rights
and obligations of the Original Shareholder under the Shareholders’ Agreement. It is hereby
clarified that upon Transfer of Securities by an Original Shareholder to its Transferee
Affiliate, such Original Shareholder shall continue to be responsible and liable for its
obligations under the Shareholders’ Agreement and such Original Shareholder and its

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 Transferee Affiliate shall be jointly and severally liable for their respective obligations under
the Shareholders’ Agreement and these Articles;

(b) the Original Shareholder shall provide at least 30 (thirty) days’ prior written notice to the
other Parties of its intention to Transfer the Securities (all or part) to its Transferee Affiliate;
and

(c) the Shareholders’ Agreement and these Articles shall apply as if the Original Shareholder
and its Transferee Affiliate are collectively one Party in the manner set out in Article 8.3.6.

8.3.2 It is clarified that in the event an Other Shareholder (including its nominee(s)) Transfers any
Securities held by it, to an Affiliate of such Other Shareholder, (other than to an Affiliate who is
a Party), such Affiliate of the Other Shareholder shall not be required to execute a Deed of
Adherence upon such Shareholder Transferring all or any part of its Securities to it and vice versa.

8.3.3 For the purpose of computing the shareholding of a Party in the Company, the Securities held by
its Affiliate(s) shall be considered as being held by such Party.

8.3.4 In the event a Transferee Affiliate holding Securities in the Company ceases to be an Affiliate of
a Party:

(a) such Transferee Affiliate and/or the Original Shareholder shall inform the other Parties and
the Company of such cessation, within a period of 2 (two) days thereof; and

(b) the Original Shareholder shall procure that the Securities held by such Transferee Affiliate
shall be Transferred prior to such cessation to itself or another Affiliate of the Original
Shareholder, subject to such new Affiliate executing a Deed of Adherence.

8.3.5 In the event the Original Shareholder fails to Transfer to itself or to another of its Affiliate the
Securities from such Transferee Affiliate prior to such cessation as stated in Article 8.3.4, then,
such failure on part of the relevant Original Shareholder to effect such Transfer from the
Transferee Affiliate shall constitute a material breach of the Shareholders’ Agreement. Further,
the obligations of the Original Shareholder shall continue to subsist subsequent to the Transfer of
Securities to the Transferee Affiliate and in the event of any non-compliance or breach of the
provisions contained in the Shareholders’ Agreement by the Transferee Affiliate, the Original
Shareholder shall continue to be responsible and liable with respect to such breach, as if such
Transfer of Securities never took place.

8.3.6 It is hereby agreed and clarified that in case of a Transfer by the Original Shareholder of all or any
part of the Securities held by it to a Transferee Affiliate, the rights of the Original Shareholder
under the Shareholders’ Agreement shall be exercised only by the Original Shareholder on behalf
of the Transferee Affiliate as a block and not by the Transferee Affiliate separately. All rights of
the Transferee Affiliate under the Shareholders’ Agreement exercised by the Original Shareholder
shall be irrevocably binding on the Transferee Affiliate. A decision, act, consent or instruction of
the Original Shareholder in relation to the rights of the Transferee Affiliate under the
Shareholders’ Agreement shall constitute a decision of the Transferee Affiliate and shall be final,
binding and conclusive upon the Transferee Affiliate, and other Parties shall rely upon any
decision, act, consent or instruction of the Original Shareholder taken on behalf of the Transferee
Affiliate, as being the decision, act, consent or instruction of the Transferee Affiliate. The other
Parties are hereby relieved from any liability to any Person for any acts done by them in
accordance with such decision, act, consent or instruction of the Original Shareholder on behalf
of the Transferee Affiliate. No Shareholder or other Party shall be bound by any action taken by
the Transferee Affiliate.

8.4 AASPL’s Right of First Offer

8.4.1 Subject to Articles 8.1 (General Restrictions on Transfer by Shareholders) and 8.2.1 (Investor
Lock-in) above, if, at any time after the expiry of 18 (eighteen) months but prior to the expiry of

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 48 (forty eight) months from the Investor 2 Closing Date (“ROFO Period”), an Investor and/or
its Affiliates (“ROFO Transferor”) intend(s) to Transfer all their Securities (“ROFO
Securities”) to a Third Party Purchaser, then the ROFO Transferor shall be obligated to first offer
such Securities to AASPL subject to and in accordance with the terms set out in this Article 8.4
(AASPL’s Right of First Offer).

8.4.2 The ROFO Transferor shall deliver a written notice (“ROFO Offer Notice”) to AASPL
specifying its intention to Transfer the Securities. Every ROFO Offer Notice shall also contain a
confirmation that the ROFO Securities are free and clear of all Encumbrances and the ROFO
Transferor is the legal and beneficial owner of the ROFO Securities. A ROFO Offer Notice once
issued, shall be irrevocable and binding on the ROFO Transferor and the ROFO Transferor shall
not be permitted to withdraw such ROFO Offer Notice, for any reason whatsoever.

8.4.3 Within a period of 30 (thirty) Business Days from the date of receipt of the ROFO Offer Notice
(“ROFO Notice Period”), AASPL shall be entitled (but not obligated) to issue a written notice
to the ROFO Transferor in response to the ROFO Offer Notice (“ROFO Acceptance Notice”)
specifying: (a) the price per ROFO Security at which AASPL is offering to purchase the ROFO
Securities (“ROFO Price”); and (b) the terms at which AASPL is desirous of purchasing the
ROFO Securities. The ROFO Acceptance Notice shall be irrevocable, and if accepted by the
ROFO Transferor shall constitute a valid, binding and enforceable obligation between the ROFO
Transferor and AASPL to consummate the transfer of the legal and beneficial ownership of the
ROFO Securities, free and clear from any Encumbrance, on the terms contained therein. A copy
of the ROFO Offer Notice and the ROFO Acceptance Notice shall be provided to the Company
at the time of its issuance.

8.4.4 In the event that AASPL: (a) does not respond to the ROFO Offer Notice within the ROFO Notice
Period; (b) delivers a ROFO Acceptance Notice within the ROFO Notice Period but the ROFO
Transferor rejects the terms contained in the ROFO Acceptance Notice; (c) within the ROFO
Notice Period, confirms in writing that AASPL does not intend to exercise its right under this
Article 8.4 (AASPL’s Right of First Offer); (d) delivers a ROFO Acceptance Notice within the
ROFO Notice Period, and the same is accepted by the ROFO Transferor, but the ROFO Transferor
is unable to complete the Transfer of the ROFO Securities to AASPL in accordance with Article
8.4 (AASPL’s Right of First Offer) for any reason directly attributable to such Investor; or (e)
delivers a ROFO Acceptance Notice within the ROFO Notice Period, and the same is accepted by
the ROFO Transferor, but the ROFO Transferor is unable to complete the Transfer of the ROFO
Securities to AASPL in accordance with Article 8.4 (AASPL’s Right of First Offer) for any reason
directly attributable to AASPL, then, (A) on the occurrence of the events mentioned in sub-articles
(b) or (d) above, the ROFO Transferor shall be entitled to Transfer the ROFO Securities held by
it to a Third Party Purchaser at a price per ROFO Security that is at least 2% (two percent) higher
than the ROFO Price; or (B) on the occurrence of the events mentioned in sub- articles (a), (c) or
(e) above, the ROFO Transferor shall be entitled to Transfer the ROFO Securities held by it to a
Third Party Purchaser at a price per ROFO Security that is equal to or higher than the ROFO Price,
and in any case, always on terms and conditions that are no less favourable to such Investor than
provided in the ROFO Acceptance Notice, if any (except in relation to the ROFO Price as provided
above).

8.4.5 In the event the terms set out in the ROFO Acceptance Notice are acceptable to the ROFO
Transferor, the ROFO Transferor shall: (a) as soon as practicable but no later than 15 (fifteen)
days from the date of receipt of the ROFO Acceptance Notice (“ROFO Acceptance Response
Period”), communicate such acceptance to AASPL by sending a written notice signifying the
ROFO Transferor’s irrevocable acceptance; and (b) within 90 (ninety) days from the expiry of the
ROFO Acceptance Response Period, against payment of the purchase consideration by AASPL,
Transfer the ROFO Securities to AASPL, together with the delivery of such documents as may be
required under Applicable Law, to effect the Transfer of the ROFO Securities to AASPL.

8.4.6 In the event the ROFO Transferor is Transferring the ROFO Securities to a Third Party Purchaser
in accordance with this Article 8.4 (AASPL’s Right of First Offer), the same shall be consummated
within 180 (one hundred and eighty) days from the expiry of the ROFO Notice Period, failing
which the proposed Transfer of the ROFO Securities to such Third Party Purchaser shall lapse
and the provisions of this Article 8.4 (AASPL’s Right of First Offer) shall apply all over again to

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 any intention of the ROFO Transferor to Transfer the ROFO Securities during the ROFO Period.

8.4.7 AASPL shall be entitled to nominate its Affiliates to acquire the ROFO Securities that they are
entitled to acquire, provided that AASPL notifies the Company and the ROFO Transferor of such
nomination in the ROFO Acceptance Notice and such Affiliate of AASPL executes a Deed of
Adherence upon consummation of such Transfer.

8.4.8 It is hereby agreed that, where any consent or any Permits are required to be obtained for the
transfer of the ROFO Securities, the time periods specified in Article 8.4.5 and Article 8.4.6 shall
exclude the time period between the date of submission of the relevant application(s) required to
obtain such consent or Permits and the date of receipt of such consent or Permits. The Parties shall
use their reasonable endeavours to obtain such consents or Permits and shall provide all reasonable
cooperation to each other for the purpose of obtaining such consents or Permits.

8.4.9 The closing of any Transfer of the ROFO Securities shall be held at such time and place as the
parties to the transaction may agree. At such closing, the ROFO Transferor shall deliver the duly
executed transfer instructions to the relevant depository participant. AASPL shall deliver at such
closing payment in full of the price in respect of the ROFO Securities to the ROFO Transferor. At
such closing, all of the parties to the transaction shall execute such additional documents as may
be necessary or appropriate to give effect to the sale of the ROFO Securities to AASPL.

8.5 Investors’ Tag-Along Right

8.5.1 Subject to Article 8.1 (General Restrictions on Transfer by Shareholders) and Article 8.2 (Lock-
in Restrictions) (as applicable) and the prior written consent of each of the Investors, if AASPL
and/or its Affiliates has agreed to sell its Securities to a Third Party Purchaser (“Tag Transferee”),
AASPL and/or its Affiliates shall immediately send a written notice (“Tag-Along Notice”) to
each of the Investors, which notice shall state: (a) the name and address and identity of the
proposed Tag Transferee; (b) the number of Securities proposed to be Transferred by AASPL
and/or its Affiliates (“Tag Securities”), (c) the price per Security (“Tag Price”); (d) the terms and
conditions of the proposed Transfer; and (e) a representation that no consideration, tangible or
intangible, is being provided to AASPL and/or its Affiliates that is not reflected in the Tag Price.

8.5.2 Upon receipt of the Tag-Along Notice, each of the Investors shall have the right (but not the
obligation) to Transfer the Securities held by them and/or their respective Affiliates, in the same
proportion as the proportion of Tag Securities to the total number of Securities then held by
AASPL and/or its Affiliates (“Investor Tag-Along Securities”), at the same Tag Price and same
terms and conditions as are offered by the Tag Transferee to AASPL and/or its Affiliates. For the
purposes of determining the number of Investor Tag-Along Securities, the Securities shall be
considered on a Fully Diluted Basis.

8.5.3 In the event that an Investor and/or its Affiliates, elect to exercise the right under this Article 8.5
(Investor’s Tag Along Right) (“Tag Investor”), then it shall, within 30 (thirty) days from the
receipt of a Tag-Along Notice (“Tag Notice Period”), deliver an irrevocable written notice to
AASPL and/or its Affiliates (“Tag-Along Acceptance Notice”) to require AASPL and/or its
Affiliates to cause the Tag Transferee to acquire, at the Tag Price and otherwise on the same terms
and conditions as set out in the Tag-Along Notice, all the Investor Tag-Along Securities held by
such Tag Investor. The Tag-Along Acceptance Notice shall be deemed to be irrevocable, and if
accepted by AASPL and/or its Affiliates shall constitute a valid, binding and enforceable
obligation between the Tag Investor and AASPL and/or its Affiliates, to consummate the transfer
of the legal and beneficial ownership of the Investor Tag-Along Securities held by the Tag Investor
and the Tag Securities, free and clear from any Encumbrance, on the terms contained therein. A
copy of the Tag-Along Notice and the Tag-Along Acceptance Notice shall be provided to the
Company at the time of its issuance.

8.5.4 Upon receipt of the Tag-Along Acceptance Notice(s), AASPL and/or its Affiliates shall not be
entitled to sell any of the Tag Securities to any Tag Transferee unless the Tag Transferee
simultaneously purchases and pays for the Investor Tag-Along Securities held by the Tag
Investor(s), along with the Tag Securities in accordance with the provisions of this Article 8.5
(Investor’s Tag Along Right). The closing of any Transfer of the Investor Tag-Along Securities

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 held by a Tag Investor(s) and the Tag Securities shall be held at such time and place as the parties
to the transaction may agree. At such closing, AASPL and/or its Affiliates and the Tag Investor(s)
and/or its Affiliates, as the case may be, shall deliver the duly executed transfer instructions to the
relevant depository participant. The Tag Transferee shall deliver at such closing payment in full
of the price in respect of the Tag Securities and the Investor Tag-Along Securities held by the Tag
Investor(s) to AASPL and/or its Affiliates and the Tag Investor(s) and/or its Affiliates,
respectively. At such closing, all of the parties to the transaction shall execute such additional
documents as may be necessary or appropriate to give effect to the sale of the relevant Securities
to the Tag Transferee.

8.5.5 In the event none of the Investors exercise their right under this Article 8.5 (Investor’s Tag Along
Right) within the Tag Notice Period, then, AASPL and/or its Affiliates shall be entitled to Transfer
the Tag Securities to the Tag Transferee, provided that the sale price per Tag Security shall not be
higher than the Tag Price, and the terms and conditions of the sale shall be no more favourable to
AASPL and/or its Affiliates than those offered to the Investors in the Tag-Along Notice.

8.5.6 The sale of the Tag Securities, together with the Investor Tag-Along Securities held by the Tag
Investor(s), if any, to the Tag Transferee shall be completed within a period of 90 (ninety) days
from the expiry of the Tag Notice Period. In the event of a failure to consummate the Transfer to
the Tag Transferee within the said 90 (ninety) day period, the proposed sale of the Tag Securities
to the Tag Transferee shall again be subject to the provisions of this Article 8.5 (Investor’s Tag
Along Right).

8.5.7 It is hereby agreed that, where any consent or any Permits are required to be obtained for the
transfer of the Tag Securities and/or the Investor Tag-Along Securities held by the Tag Investor(s),
the time period specified in Article 8.5.6 shall exclude the time period between the date of
submission of the relevant application(s) required to obtain such consent or Permits and the date
of receipt of such consent or Permits. The Parties shall use their reasonable endeavours to obtain
such consents or Permits and shall provide all reasonable cooperation to each other for the purpose
of obtaining such consents or Permits.

8.6 AASPL Drag-Along Right / Obligation

8.6.1 Subject to Article 8.1 (General Restrictions on Transfer by Shareholders) and Article 8.2 (as
applicable) and the prior written consent of each of the Existing Investors, in the event AASPL
proposes to Transfer its Securities to a Third Party Purchaser, such that upon completion of such
Transfer, the Third Party Purchaser and its Affiliate(s) will exercise Control over the Company
(“AASPL Sale Securities”) (such event being hereinafter referred to as a “Strategic Acquisition
Event”), then before completion of such Transfer (irrespective of the number of AASPL Sale
Securities to be Transferred), AASPL shall have an obligation to drag along all the Securities held
by each of the Investors and their respective Affiliates at such time ("Drag-Along Securities”) in
such proposed sale of AASPL Sale Securities resulting in the Strategic Acquisition Event in the
manner specified in this Article 8.6 (AASPL Drag-Along Right/Obligation).

8.6.2 Prior to completion of Transfer of any AASPL Sale Securities under the Strategic Acquisition
Event, AASPL shall deliver a written notice (“Drag-Along Notice”) to each of the Investors
setting out the following details: (a) the total number of Securities that are proposed to be
Transferred to the Third Party Purchaser (including the number of AASPL Sale Securities
separately); (b) the name and details of the proposed Third Party Purchaser; (c) the price at which
each Security is proposed to be Transferred to such Third Party Purchaser (“Drag Price”), which
subject to Applicable Law must be the higher of the (i) price offered by the Third Party Purchaser
to AASPL; (ii) price providing a return mutually agreed to between the Parties under the
Shareholders’ Agreement on the Subscription Amount; and (iii) the Fair Market Value; and (d)
the other terms and conditions upon which AASPL has agreed to Transfer AASPL Sale Securities
to the Third Party Purchaser. A Drag-Along Notice once issued shall be irrevocable and binding
on AASPL and each of the Investors and shall constitute a valid, binding and enforceable
obligation of AASPL and the Third Party Purchaser to consummate the Transfer of the legal and
beneficial ownership of AASPL Sale Securities and Drag-Along Securities, free and clear from
any Encumbrance, on the terms contained therein. A copy of the Drag-Along Notice shall be
provided to the Company at the time of its issuance.

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 8.6.3 Upon service of the Drag-Along Notice, AASPL shall not be entitled to sell any of AASPL Sale
Securities to the Third Party Purchaser unless the Third Party Purchaser simultaneously purchases
and pays for the Drag-Along Securities along with AASPL Sale Securities in accordance with the
provisions of this Article 8.6 (AASPL Drag-Along Right/Obligation).

8.6.4 The closing of any Transfer of the Drag-Along Securities and AASPL Sale Securities shall be
held simultaneously, at such time and place as the parties to the transaction may agree. At such
closing, AASPL and each of the Investors and their respective Affiliates, as the case may be, shall
deliver the duly executed transfer instructions to the relevant depository participant. The Third
Party Purchaser shall deliver at such closing payment in full of the price in respect of AASPL Sale
Securities and the Drag-Along Securities to AASPL and each of the Investors and their respective
Affiliates, respectively. At such closing, all of the parties to the transaction shall execute such
additional documents as may be necessary or appropriate to give effect to the sale of the relevant
Securities to the Third Party Purchaser.

8.6.5 The sale of AASPL Sale Securities together with the Drag-Along Securities to the Third Party
Purchaser shall be completed within a period of 90 (ninety) days from the service of the Drag-
Along Notice. In the event of a failure to consummate the Transfer to the Third Party Purchaser
within the said 90 (ninety) day period, the proposed sale of the AASPL Sale Securities to the Third
Party Purchaser shall again be subject to the provisions of this Article 8.6 (AASPL Drag-Along
Right/Obligation).

8.6.6 It is hereby agreed that, where any consent or any Permits are required to be obtained for the
transfer of the AASPL Sale Securities and/or the Drag-Along Securities, the time period specified
in Article 8.6.5 shall exclude the time period between the date of submission of the relevant
application(s) required to obtain such consent or Permits and the date of receipt of such consent
or Permits. The Parties shall use their reasonable endeavours to obtain such consents or Permits
and shall provide all reasonable cooperation to each other for the purpose of obtaining such
consents or Permits.

9. COVENANTS OF THE COMPANY

9.1 Information Rights

The Company shall provide the following information to each of the Investors (or a few of them as set out
below) in respect of the Company and its Subsidiaries, provided that the provisions of this Article 9.1
(Information Rights) shall not apply to Shiva Cement:

9.1.1 a copy of the Annual Financial Statements as soon as they become available but, in any event,
within 45 (forty five) days after the Board approves and adopts such Annual Financial Statements;

9.1.2 unaudited consolidated and stand alone quarterly financial statements within 45 (forty five) days
after the end of each quarter of the Financial Year;

9.1.3 certified true copies of the minutes of the meetings of the Board and the Board Committees and
General Meetings only to the Existing Investors, within 30 (thirty) days from the date of such
meeting.

Provided that if the terms and conditions of the Subscription Securities are altered/ varied by the
Existing Investors, then the Company must provide the following information to Investor 3: (i)
intimation that the alteration/ variation of the terms and conditions of the Subscription Securities
is proposed to be discussed at a Board Meeting and/or General Meeting and reasonable details of
such alteration/ variation, at least 3 (three) days prior to such meeting; and (ii) upon completion
of such meeting, the outcome of the Board Meeting and/or General Meeting in respect of such
alteration/ variation. In case such alteration/ variation is being done by way of prior written
consent of the Existing Investors (instead of a Board Meeting and/ or General Meeting), then, the
Company must, at least 3 (three) days prior to such written consent being sought by the Company,
inform Investor 3 of the proposal to obtain such consent and also promptly intimate Investor 3
once such consents have been obtained by the Company;

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 9.1.4 a written notification of any withdrawal of any lending facility by a lender immediately on
becoming aware of the same;

9.1.5 a written notification of any material litigation within a period of 15 (fifteen) days from receipt of
such notification;

9.1.6 relevant and reasonable information with regard to all Related Party Transactions within a period
of 15 (fifteen) days of consummation;

9.1.7 management information statements, in the form as mutually agreed between the Company, and
the relevant Investor, on a monthly basis within 7 (seven) days of the end of each calendar month;

9.1.8 all other information as may be reasonably requested by an Existing Investor as part of the board
pack which would enable such Existing Investor to discuss a matter at the Board meeting or the
meeting of the Board Committees within a reasonable period after receipt of a notice requesting
such information, and the Company shall promptly provide the other Existing Investor, with a
copy of the same;

9.1.9 the details of any litigation, arbitration or proceeding which are current, threatened or pending
against the Company or any of its directors or KMPs in respect of any breach or alleged breach of
any Applicable Law in relation to the Business, or any activities under the Shareholders’
Agreement or other Transaction Documents, including without limitation a breach or alleged
breach of any Anti-Corruption Laws, Money Laundering Laws or Sanctions Laws, within 15
(fifteen) days of the Company becoming aware of the occurrence of such an event; and

9.1.10 in addition to the above, the Company shall make commercially reasonable efforts to provide to
Investor 2, any information available with the Company, in respect of the Company and/ or its
Subsidiaries (including records and books of accounts) as may be reasonably requested by
Investor 2 to enable Investor 2 (or its direct or indirect owners) to: (a) prepare its United States
federal, state or local income or other Tax returns; (b) make any Tax elections with respect to its
direct or indirect investment in the Company and/or its Subsidiaries; or (c) make any other
determinations with respect to Taxes with respect to its direct or indirect investment in the
Company and/or its Subsidiaries, within 10 (ten) Business Days of Investor 2 requesting the
Company to provide such information. Any information provided to Investor 2 under this Article
9.1.10 shall be simultaneously provided to Investor 1.

Except to the extent permitted by Applicable Law, the obligation of the Company to provide information
and documents to each of the Investors under Article 9.1 (Information Rights) shall stand waived from the
date on which the draft RHP for the QIPO is filed with the Securities and Exchange Board of India.

9.2 ESOP Plan

The Parties agree and acknowledge that the Company shall amend the existing employee stock option plan
(“ESOP Plan”), and/ or formulate a new and supplemental plan, as it deems fit, to represent up to 5% (five
percent) of the Share Capital on a Fully Diluted Basis (“ESOP Shareholding”) and for such purpose,
Equity Shares equivalent to the ESOP Shareholding shall be reserved by the Company. The granting,
vesting, and exercise of the options and other related terms and conditions shall be as set out under the
ESOP Plan, which shall be solely determined by the Board (including any amendments thereto from time
to time), subject to Article 5 (Reserved Matters).

9.3 Related Party Transactions

All Related Party Transactions shall be undertaken on market rates and on an arm’s length basis, in
accordance with Applicable Law.

9.4 Insurance

Subject to Applicable Laws, the Company shall procure and maintain suitable and customary directors’
and officers’ liability insurance cover for the Directors, for an amount and on terms reasonably acceptable

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 to the Board. The amount of the insurance cover can be increased by the Board depending upon the growth
of the Business and other circumstances.

10. UPSIDE SHARING MECHANISM

10.1 In the event the Company undertakes a QIPO within the QIPO Period in accordance with Article 11.1
(Qualified Initial Public Offer), each Investor’s shareholding in the Company shall, subject to Applicable
Laws, undergo the adjustment set out in the Shareholders’ Agreement as amended by the Amendment and
Waiver Agreement.

11. EXIT RIGHTS

11.1 Qualified Initial Public Offer

11.1.1 The Parties agree that at any time on or prior to the expiry of 48 (forty-eight) months from the
Investor 2 Closing Date (“QIPO Period”), AASPL and each of the Existing Investors may jointly
agree and take commercially reasonable efforts, in good faith, to cause the Consummation of the
QIPO, whether by way of a fresh issue of Equity Shares or an Offer for Sale or a combination
thereof (underwritten in accordance with Applicable Law and in terms of the underwriting
agreement as entered in relation to the QIPO) to be completed, in order to enable each of the
Investors to achieve a full or partial exit from the Company through such QIPO. Further, subject
to Applicable Law and clause 6.3 of the Amendment and Waiver Agreement, the size and price
of the Proposed Offer shall be as determined by the Board or a duly constituted committee thereof,
in consultation with the book running lead managers appointed in relation to the Proposed Offer.
The Subscription Securities held by Investor 1, Investor 2 and Investor 3 and their respective
Affiliates, shall be converted into Equity Shares prior to the Filing Date as per the terms set out in
SCHEDULE 2 of the Investor 1 SSA, SCHEDULE 2 of the Investor 2 SSA, and SCHEDULE 2
of the Investor 3 SSA, respectively, and the number of Equity Shares that shall finally get allotted
to each Investor and its Affiliates, upon such conversion and the resultant equity shareholding of
each Investor and its Affiliates in the Company prior to the QIPO shall be based upon the valuation
determined in accordance with Clause 10.1.3 of the Shareholders’ Agreement, and linked to the
conversion formula as set out in SCHEDULE 5 of the Shareholders’ Agreement.

11.1.2 Upon AASPL and each of the Existing Investors consenting to a QIPO (or at any time prior as
may be mutually agreed between each of the Existing Investors and AASPL) and subject to the
provisions of Article 11.1.4, the Company shall constitute a Board Committee (“QIPO
Committee”) for the purpose of evaluating a QIPO, including the following terms listed below in
(a) to (c), in consultation with any one or more reputable investment banks appointed by the Board
(“QIPO Banker”):

(i) the appointment of registrars, financial advisors, issue managers and other intermediaries in
addition to the QIPO Banker which has already been appointed, provided that all appointees
shall be of high standing in the relevant market where the Equity Shares are to be offered;

(ii) the price / price band at which the Equity Shares shall be issued/ offered to the public; and

(iii) the terms and conditions of the QIPO including the RHP.

11.1.3 The QIPO Committee shall comprise of: (a) 1 (one) Independent Director; (b) each of the Investor
Directors; (c) a AASPL Director; and (d) such other non-executive directors as may be decided
by the Managing Director. Investor 3 shall have the right to nominate an observer to the QIPO
Committee (“Observer”) and such Observer shall have the right to attend meetings of the QIPO
Committee, provided that the Observer will not have any voting rights at the meetings of the QIPO
Committee. The Parties agree that AASPL and each of the Existing Investors shall each be entitled
to replace any AASPL Director and their respective Investor Directors, respectively. The
Independent Director may be replaced in accordance with the Act.

11.1.4 The QIPO shall be conducted in the following manner:

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 (a) at least 15% (fifteen percent) of the Share Capital on a Fully Diluted Basis shall be offered
in the QIPO (“QIPO Float”);

(b) 50% (fifty percent) of the QIPO Float shall be by way of an offer for sale by the Equity
Shareholders and the balance portion of the QIPO Float shall be by way of a fresh issuance
of Equity Shares by the Company;

(c) AASPL shall be under no obligation to sell any of the Equity Shares held by it in such offer
for sale;

(d) each Investor shall have the first right to offer the Equity Shares held by it and its Affiliates
in such offer for sale corresponding to its Pro-Rata Shareholding (which shall, for the
avoidance of doubt, take into account the Securities held by the Affiliates of the Investors).
To determine the Pro-Rata Shareholding for the purposes of this sub- Article (d), the
shareholding of AASPL and the Other Shareholders and their respective Affiliates and
nominees (if any) shall be excluded; and

(e) subject to sub- Article (d) above, the Equity Shares shall be tendered in an offer for sale in
an order of priority where the first tranche invested by each Investor in the Company shall
first be offered in such offer for sale and the remaining tranches, if any, invested by each
Investor in the Company shall be offered in such offer for sale only thereafter depending
upon the balance portion remaining in such offer for sale;

provided that in the event the QIPO Banker advises that the number of Equity Shares proposed to
be included in the offer for sale component of the QIPO by the Shareholders would adversely
affect the QIPO (including, without limitation, pricing), then subject to prior written consent of
each of the Existing Investors, AASPL may tender such number of Equity Shares held by it in
such an offer for sale up to the maximum number of Equity Shares recommended by the QIPO
Banker.

11.1.5 Subject to Applicable Law, none of the Investors shall be considered as a “promoter” of the
Company or the issue, and any and all declarations or statements shall be made, either directly or
indirectly, in the filings with regulatory or any Governmental Authority, offer documents or
otherwise, with a view to ensure that the restrictions under Applicable Law applicable to a
“promoter” do not apply to any of the Investors (including any statutory lock-in restrictions
applicable to shares held by a “promoter” with respect to the QIPO). If any Equity Shares are to
be made subject to any statutory lock-in in connection with any QIPO, then AASPL shall offer its
Equity Shares towards such lock-in to such extent that AASPL’s right to offer their Equity Shares
in the QIPO as per the provisions of Article 11.1.4 can be given effect to, and none of the Investors
shall be required to offer any of the Equity Shares held by them towards such statutory lock-in.

11.1.6 All the expenses relating to the Proposed Offer shall be borne by the Company and the Selling
Shareholders participating in the Offer for Sale, in accordance with the provisions of the offer
agreement to be entered into between the Company, the Selling Shareholders and the book running
lead managers in relation to the Proposed Offer.

11.1.7 It is clarified that failure to complete the QIPO in the manner contemplated under this Article 11.1
(Qualified Initial Public Offer) shall not be considered a breach of the Shareholders’ Agreement
by AASPL and/ or the Company.

11.1.8 In the event an Existing Investor does not request for discussions to consummate a QIPO or after
initiating such discussions fails to or does not participate in the QIPO for reasons attributable to
it, then the obligation of AASPL and/or the Company with respect to providing an exit to such
Investor in accordance with this Article 11.1 (Qualified Initial Public Offer) shall cease to exist
and such Investor shall continue to be bound by the transfer restrictions under Article 8 (Transfer
Restrictions).

11.1.9 If the QIPO is not consummated within the QIPO Period in accordance with Article 11.1
(Qualified Initial Public Offer) for any reason, then without prejudice to the other exit rights of
each of the Investors provided in Article 11.2 below, the Company, AASPL and each of the

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 Existing Investors shall continue to make commercially reasonable efforts to achieve a QIPO on
mutually acceptable terms.

11.1.10 Put Option Post QIPO

(a) In the event that any Investor does not achieve a full exit from the Company through the
QIPO, then such Investor may, at any time during the earlier of (i) a period of 12 (twelve)
months from the date of the Equity Shares of the Company being allotted to the public
shareholders pursuant to the QIPO, and (ii) expiry of the statutory lock-in period prescribed
by the Securities Exchange Board of India under Applicable Law (“Post QIPO Put Exercise
Period”), upon serving a written notice to AASPL (“Post QIPO Put Exercise Notice”) with
a copy marked to the Company, require AASPL to purchase all (and not less than all) of the
remaining Equity Shares held by such Investor and its Affiliates (“Post QIPO Investor”)
pursuant to the QIPO (“Post QIPO Investor Equity Shares”) within a period of 21 (twenty
one) Business Days from the date of receipt of the Post QIPO Put Exercise Notice by AASPL
(“Post QIPO Put Deadline”), at a price per Equity Share that, subject to Applicable Law,
provides such Post QIPO Investor, a return on the Subscription Amount as provided in the
Shareholders’ Agreement, from the date the amount was originally invested by such Post
QIPO Investor into the Company in respect of the Post QIPO Investor Equity Shares (“Post
QIPO Put Price”).

(b) Upon receipt of the Post QIPO Put Exercise Notice by AASPL, AASPL shall be obligated
to give the Post QIPO Investor an exit of all the Post QIPO Investor Equity Shares (by either
purchasing itself and if AASPL is unable to purchase, then subject to Applicable Law,
identify a Third Party Purchaser being a Person Resident outside India, in case of the Existing
Investors and Person Resident in India, in case of Investor 3) at the Post QIPO Put Price in
accordance with this Article 11.1.11 (Put Option Post QIPO). The issuance of the Post QIPO
Put Exercise Notice by the Post QIPO Investor shall constitute a valid and binding agreement
between such Post QIPO Investor and AASPL for exit of such Post QIPO Investor of all the
Post QIPO Investor Equity Shares at the Post QIPO Put Price within the Post QIPO Put
Deadline. AASPL shall, subject to Applicable Law, be entitled to acquire the Post QIPO
Investor Equity Shares from a Post QIPO Investor either by itself or through one or more of
its Affiliates.

(c) In the event that an Investor does not provide a Post QIPO Put Exercise Notice during the
Post QIPO Put Exercise Period or after providing such Post QIPO Put Exercise Notice, such
Investor fails to or does not sell the Post QIPO Investor Equity Shares to AASPL within the
Post QIPO Put Deadline for reasons attributable to itself or for any other reason except due
to any act or omission by AASPL, then the obligation of AASPL to provide an exit to such
Investor (including by way of purchase of the Post QIPO Investor Equity Shares) in
accordance with this Article 11.1.11 (Put Option Post QIPO) shall cease to exist and AASPL
and the Company shall not be bound to provide an exit to such Investor in respect of Post
QIPO Investor Equity Shares.

(d) Notwithstanding anything contained in this Article 11.1.11 (Put Option Post QIPO), the
number of Post QIPO Investor Equity Shares to be purchased by AASPL in a particular
Financial Year pursuant to the Post QIPO Put Exercise Notice issued by the Post QIPO
Investor(s) shall not exceed 5% (five percent) of the total Share Capital and/or voting rights
in the Company in such Financial Year, or such other percentage which will not require
AASPL to make an open offer for acquiring Equity Shares from the public shareholders of
the Company under the relevant Applicable Law (“Post QIPO Sale Shares”). Each Investor
shall have the right to offer the Equity Shares held by it and its Affiliates, for sale pursuant
to this Articles 11.1.11, corresponding to its Pro-Rata Shareholding (which shall, for the
avoidance of doubt, take into account the Securities held by the Affiliates of the Investors).
To determine the Pro-Rata Shareholding for the purposes of this sub-Article 11.1.4(d), the
shareholding of AASPL and the Other Shareholders and their respective Affiliates and
nominees (if any) shall be excluded. Provided that if there is a single Post QIPO Investor,
the Post QIPO Investor shall have the right to tender, in a Financial Year, such number of
Equity Shares held by it as shall represent the Post QIPO Sale Shares.

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11.2 Other Exit Rights

11.2.1 If the Company is unable to consummate a QIPO within the QIPO Period in accordance with
Article 11.1 (Qualified Initial Public Offer), then each Investor shall have the right to require the
Company and AASPL to provide it an exit in any one of the following ways, whichever provides
a higher return to such Investor:

(a) require AASPL to purchase (and if AASPL is unable to purchase from the Existing Investors
on such terms and manner as provided in the Shareholders’ Agreement, identify a Third
Party Purchaser being a Person Resident outside India, in case of the Existing Investors and
Person Resident in India, in case of Investor 3, to purchase) all the Securities held by it in
accordance with Article 11.2.2 (Put Option); or

(b) convert its Subscription Securities in accordance with Article 11.2.3 (Conversion);

(c) provided that in order to enable each Investor to assess which of the above two rights it
wishes to exercise, each Investor shall have the right to appoint an Independent Valuer at its
sole discretion and the Company and AASPL will render all co-operation, including
providing such information as may reasonably be requested by each Investor /the respective
Independent Valuers. It is clarified that any costs incurred by each Investor in respect of such
assessment by an Independent Valuer, shall by borne equally by the Company and such
Investor.

11.2.2 Put Option

(i) Each Investor may, at any time during the period between the expiry of the QIPO Period and
expiry of 72 (seventy two) months from the Investor 2 Closing Date (such period referred as
“Put Option Period”), upon serving a written notice (“Put Option Notice”) to AASPL with
a copy marked to the Company, require AASPL to purchase (either by itself or through an
identified Third Party Purchaser being a Person Resident outside India in respect of the
Existing Investors and a Person Resident in India for Investor 3) all (and not less than all) of
the Securities (“Put Option Securities”) held by it and its Affiliates (“Put Option
Investor”) within 180 (one hundred eighty) days of receipt of the Put Option Notice (“Put
Option Deadline”) on such terms and manner as provided in the Shareholders’ Agreement.

(ii) Upon receipt of the Put Option Notice by AASPL, AASPL shall be obligated to acquire or
procure that the identified Third Party Purchaser being a Person Resident outside India in
respect of the Existing Investors and a Person Resident in India for Investor 3, acquires all
the Put Option Securities from the Put Option Investor within the Put Option Deadline in
accordance with this Article 11.2.2 (Put Option). The issuance of the Put Option Notice by
the Put Option Investor shall constitute a valid and binding agreement between such Put
Option Investor and AASPL for purchase by AASPL of all the Put Option Securities.
AASPL shall be entitled to acquire the Put Option Securities either by itself or through one
or more Affiliate or nominate any Third Party Purchaser, as aforesaid, to acquire the Put
Option Securities from a Put Option Investor.

(iii) In the event that an Investor does not provide a Put Option Notice during the Put Option
Period or after providing such Put Option Notice, such Investor fails to or does not sell its
Securities to AASPL within the Put Option Deadline for reasons attributable to itself or for
any other reason except due to any act or omission by AASPL, then the obligation of AASPL
to provide an exit to such Investor (including by way of purchase of the Put Option
Securities) in accordance with this Article 11 (Exit Rights) shall cease to exist and AASPL
and the Company shall not be bound to provide an exit to such Investor, provided however
that such Investor shall continue to be bound by the transfer restrictions under Article 8
(Transfer Restrictions).

11.2.3 Conversion

(i) Each Investor shall have the right to serve a notice to the Company at any time after the
expiration of the QIPO Period (“Conversion Notice”), stating that it wishes to convert the

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 Subscription Securities held by it and its Affiliates into Equity Shares at the Conversion Price
(“Conversion Investor”), as adjusted in accordance with the provisions of the Transaction
Documents.

(ii) Notwithstanding anything contained in Article 11.2.3(a) above, a Conversion Investor and
AASPL shall in good faith mutually discuss and agree on a commercially reasonable
mechanism for providing such Conversion Investor with a complete exit, upon issuance of
the Conversion Notice. Provided that the rights and obligations on the Parties conferred
under Clause 10.1.2 of the Shareholders’ Agreement shall continue to apply to any exit
mechanism mutually agreed between AASPL and such Conversion Investor under this
Article 11.2.3(b).

11.3 Notwithstanding anything contained to the contrary, the Parties hereby agree that in the event:

11.3.1 AASPL delivers a Drag-Along Notice;

11.3.2 an Investor delivers a Put Option Notice;

11.3.3 on the occurrence of an Event of Default, where the Defaulting Party is the Company and/or
AASPL;

11.3.4 on the occurrence of a Deadlock Event, AASPL delivers a notice to the relevant Investor, in
accordance with the Shareholders’ Agreement; or

11.3.5 AASPL delivers a Competing Acceptance Notice,

then, the relevant Investor(s) shall have the right to serve a notice on the Company (“Transfer Conversion
Notice”) requiring the Company to convert and the Company shall convert, the Subscription Securities
held by such Investor(s) and its Affiliates serving the Transfer Conversion Notice, subject to Applicable
Laws, into such number of Equity Shares as shall, when valued at the Fair Market Value of the Equity
Shares prevalent at the time of the conversion of the Subscription Securities, enable such Investor(s) serving
the Transfer Conversion Notice, to realize the amount agreed under the relevant clause of the Shareholders’
Agreement from the sale of the Equity Shares resulting from such conversion.

The Parties agree that prior to any conversion of the Subscription Securities, the Company shall procure
determination of the Fair Market Value in the manner set out in Schedule 7 of the Shareholders’ Agreement.

12. EVENTS OF DEFAULT

12.1 An event of default in relation to the concerned Party in default (such Party referred as “Defaulting Party”)
shall be deemed to have taken place upon the occurrence of any of the following events (each, an “Event
of Default”), provided, however, that if the Event of Default is capable of being cured, the non-Defaulting
Party shall have given a written notice to the Defaulting Party specifying the nature of the Event of Default
as soon as reasonably possible, on becoming aware of the existence of such Event of Default and requiring
the Defaulting Party to cure the relevant Event of Default within a period of 45 (forty five) days of receipt
of the notice of Event of Default:

12.1.1 the Defaulting Party commits a breach of the terms of the Shareholders’ Agreement, as identified
in the Shareholders’ Agreement;

12.1.2 the Defaulting Party undergoes a Liquidation Event; or

12.1.3 in the case of the Company and/ or AASPL, any act or omission by AASPL and/ or the Company
constituting a fraud or wilful misconduct in respect of or concerning the Company or the
Subsidiaries.

The Parties agree that if the Defaulting Party is AASPL and/or the Company, then the non-Defaulting Party
shall mean all the Investors, provided however that if the Defaulting Party is one of the Investors, then the
non-Defaulting Party shall mean only AASPL and the other non-defaulting Investors shall not be
considered as the non-Defaulting Party.

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12.2 Consequences of Event of Default

12.2.1 Upon the occurrence of an Event of Default that was not cured by the Defaulting Party in
accordance with Article 12.1, the Defaulting Party and the non-Defaulting Party shall try and
resolve the matter resulting in the Event of Default as mentioned in Article 12.1;

12.2.2 In the event the matter is still unresolved pursuant to Article 12.2.1, the non-Defaulting Party shall
have the right to:

(i) in case such Defaulting Party is one of the Investors, require such Investor and its Affiliates
to immediately sell and Transfer all its Securities to the non-Defaulting Party (i.e. AASPL)
at Fair Market Value and such Investor shall be liable to pay AASPL the amounts as per
Article 16 (AASPL’s and Company’s Obligations for Giving Exit to Investors) and Clause
16 of the Shareholders’ Agreement. In case all or more than one of the Investors are a
Defaulting Party, then each of the relevant Investors and their respective Affiliates (as may
be applicable) shall immediately sell and Transfer all its Securities to the non-Defaulting
Party (i.e. AASPL) at Fair Market Value and each Investor shall be liable to pay AASPL the
amounts as per Article 16 (AASPL’s and Company’s Obligations for Giving Exit to
Investors) and Clause 16 of the Shareholders’ Agreement; or

(ii) in case such Defaulting Party is AASPL and/or the Company, require AASPL to
immediately purchase all its Securities held by the non-Defaulting Party and its Affiliates at
Fair Market Value and AASPL shall be liable to pay each Investor the amounts as per Article
16 (AASPL’s and Company’s Obligations for Giving Exit to Investors) and Clause 16 of the
Shareholders’ Agreement.

(iii) Transfer of Securities by the Defaulting Party pursuant to Article 12.2.2 may be effected by
the non-Defaulting Party by: (i) purchasing the Securities by itself and/ or through its
Affiliates; (ii) nominating a Third Party(ies) or other Party(ies) to purchase the Securities; or
(iii) undertake any combination of (i) and (ii).

(iv) Notwithstanding the provisions of the Shareholders’ Agreement to the contrary, in the event
that the Defaulting Party disputes any claim or allegation of default that results in an Event
of Default (irrespective of the cure period), then, the non-Defaulting Party shall be entitled
to undertake any and all actions provided under Article 12.2 only after a determination of
the disputed claim or adjudication of default is made by a Governmental Authority having
original jurisdiction over the matter resulting in the Event of Default.

13. COMPANY COVENANTS

Future Funding: The Company agrees that if any rights are granted by the Company to any future investor
or Shareholder which are more favourable than the rights granted to any of the Investors under the
Shareholders’ Agreement and these Articles, then such rights shall also be made available to each of the
Investors and/or to the investment made by each of the Investors, at each Investor’s election. For this
purpose, the Company shall provide to each of the Investors, with such information and documents, as may
be reasonably required by each of the Investors, to enable it to take a decision on the matter, and upon the
execution of any written agreement executed with any such future investor or Shareholder, promptly
provide each of the Investors, with a copy of the same.

14. NON-COMPETE AND NON-SOLICITATION

14.1 For so long as Investor 1 and/ or its Affiliates hold any Securities in the Company, Investor 1 and/or its
Affiliates shall not, directly, indirectly, or beneficially (and whether singly or jointly with others):

14.1.1 invest in or hold or acquire any equity shares or equity linked instruments that are optionally or
compulsorily convertible into, or exercisable or exchangeable for, any equity shares (other than
foreign currency convertible bonds and/or on account of conversion of any debt into equity
shares); or be engaged in the management or in the operations (including, but not limited to, by
way of any joint venture, partnership, or other similar arrangement), in any business entity which:

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 (i) has the majority of its global revenues from any business similar to the Business being
generated in India; or (ii) which is engaged primarily in a business in India which directly
competes with the Business(a “Competing Business”), except where such investment or financial
interest: (a) is equal to or less than 5% (five percent) of the total issued and paid-up equity share
capital (on a fully diluted basis) of a business entity engaged in the Competing Business, which is
a publicly traded entity in India; or (b) is equal to or less than 10% (ten percent) of the total issued
and paid-up equity share capital (on a fully diluted basis) of a business entity engaged in the
Competing Business, which is a private limited company or any other form of entity that is not a
publicly traded entity;

14.1.2 serve or act as a director or consultant or observer in any entity which is engaged in the Competing
Business and shall procure that none of their respective KMPs, serve or act as such in any entity
which is engaged in a Competing Business; or;

14.1.3 solicit, canvass, entice away, hire or procure or attempt in any manner to solicit, canvass, entice
away, hire or procure from the Company or its Subsidiaries any Person who is in the employment
or service of the Company or its Subsidiaries; or (b) accept into employment or service any Person
who is an employee or is in the service of the Company or its Subsidiaries, otherwise than in
response to a general advertisement or process than does not target that particular individual; or
(c) solicit, canvass, entice away or procure or attempt in any manner to solicit, canvass, entice
away or procure from the Company or its Subsidiaries any customer, distributor, supplier, dealer
or agent of the Company and/ or the Subsidiaries.

14.2 For so long as Investor 2 and/ or its Affiliates hold any Securities in the Company, Investor 2 and/or the
Investor 2 Group Companies shall not, directly, indirectly, or beneficially (and whether singly or jointly
with others):

14.2.1 invest in or hold or acquire any equity shares or equity linked instruments that are optionally or
compulsorily convertible into, or exercisable or exchangeable for, any equity shares (other than
foreign currency convertible bonds and/or on account of conversion of any debt into equity
shares); or be engaged in the management or in the operations (including, but not limited to, by
way of any joint venture, partnership, or other similar arrangement), in any business entity which:
(i) has the majority of its global revenues from any business similar to the Business being
generated in India; or (ii) which is engaged primarily in the Competing Business, except where
such investment or financial interest: (a) is equal to or less than 5% (five percent) of the total
issued and paid-up equity share capital (on a fully diluted basis) of a business entity engaged in
the Competing Business, which is a publicly traded entity in India; or (b) is equal to or less than
10% (ten percent) of the total issued and paid-up equity share capital (on a fully diluted basis) of
a business entity engaged in the Competing Business, which is a private limited company or any
other form of entity that is not a publicly traded entity (“Competing Investment”);

14.2.2 serve or act as a director or consultant or observer in any entity which is engaged in the Competing
Business and shall procure that none of their respective KMPs, serve or act as such in any entity
which is engaged in a Competing Business; or

14.2.3 (a) solicit, canvass, entice away, hire or procure or attempt in any manner to solicit, canvass, entice
away, hire or procure from the Company or its Subsidiaries any Person who is in the employment
or service of the Company or its Subsidiaries; or (b) accept into employment or service any Person
who is an employee or is in the service of the Company or its Subsidiaries, otherwise than in
response to a general advertisement or process than does not target that particular individual; or
(c) solicit, canvass, entice away or procure or attempt in any manner to solicit, canvass, entice
away or procure from the Company or its Subsidiaries to any customer, distributor, supplier, dealer
or agent of the Company and/ or the Subsidiaries.

Provided however, so long as Investor 2 and its Affiliates hold Securities in the Company in excess
of the fall away threshold set out and calculated in the manner provided in Article 15.3, if any
Person within the Apollo Group directly, indirectly, or beneficially, makes a Competing
Investment, Investor 2 shall deliver a written notice to AASPL intimating AASPL of such
Competing Investment within 30 (thirty) Business Days of such Competing Investment having
been made (“Competing Investment Notice”). Within a period of 30 (thirty) Business Days from

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 the date of receipt of the Competing Investment Notice (“Competing Acceptance Period”),
AASPL shall be entitled (but not obligated) to issue a written notice to Investor 2 requiring
Investor 2 and its Affiliates to sell and Transfer all the Securities held by them to AASPL, at a
price, which is the higher of: (i) the price providing a return mutually agreed to between the Parties
under the Shareholders’ Agreement; and (ii) the Fair Market Value (“Competing Acceptance
Notice”), provided however that the upside sharing mechanism set out in Clause 10.1.2 of the
Shareholders’ Agreement shall apply to any Transfer of Securities undertaken pursuant to this
Article 14.2. Within 90 (ninety) days of receipt of the Competing Acceptance Notice, and against
payment of the purchase consideration by AASPL, Investor 2 and its Affiliates shall Transfer the
Securities held by them in the Company to AASPL.

In the event AASPL: (a) does not respond to the Competing Investment Notice within the
Competing Acceptance Period; (b) delivers a Competing Acceptance Notice within the Competing
Acceptance Period, but Investor 2 and its Affiliates (as may be applicable) are unable to complete
the Transfer of all the Securities held by them to AASPL in accordance with this Article 14.2 for
any reason directly attributable to such AASPL, or (c) within the Competing Acceptance Period,
confirms in writing that AASPL does not intend to exercise its right under this Article 14.2, the
right of AASPL under this Article 14.2 shall, only in respect of such Competing Investment,
forever and unconditionally lapse upon the expiry of the Competing Acceptance Period (or the
Competing Completion Period, as applicable in case of sub-article (b) above). For the avoidance
of doubt, it is clarified that if any Person within the Apollo Group directly, indirectly, or
beneficially, makes more than 1 (one) Competing Investment, then, the procedure set out in this
Article 14.2 for the sale and Transfer all the Securities held by the Investor 2 and/ or its Affiliates,
as the case may be, to AASPL shall apply and be complied with for each such Competing
Investment.

For the purposes of this Article, the term “Investor 2 Group Companies” in respect of Investor
2 shall mean Apollo Hybrid Value Fund II, L.P. (“HVF Fund”) and its investment vehicles only,
but shall not include any direct or indirect investee portfolio companies of the HVF Fund.

14.2.4 For the purposes of this Article, the term “Apollo Group” in respect of Investor 2 shall mean
Apollo Global Management Inc. (“AGM”) and any investment funds managed or advised by
AGM or its subsidiaries but shall not include the Investor 2 Group Companies.

14.3 For so long as Investor 3 and/ or its Affiliates hold any Securities in the Company, Investor 3 and/ or its
Affiliates shall not, directly, indirectly, or beneficially (and whether singly or jointly with others):

14.3.1 invest in or hold or acquire any equity shares or equity linked instruments that are optionally or
compulsorily convertible into, or exercisable or exchangeable for, any equity shares (other than
foreign currency convertible bonds and/or on account of conversion of any debt into equity
shares); or be engaged in the management or in the operations (including, but not limited to, by
way of any joint venture, partnership, or other similar arrangement), in any business entity which:
(i) has the majority of its global revenues from any business similar to the Business being
generated in India; or (ii) which is engaged primarily in a Competing Business, except where such
investment or financial interest: (a) is in compliance with the RBI guidelines; or (b) is equal to or
less than 10% (ten percent) of the total issued and paid-up equity share capital (on a fully diluted
basis) of a business entity engaged in the Competing Business, which is a publicly traded entity
in India; or (c) is equal to or less than 10% (ten percent) of the total issued and paid-up equity
share capital (on a fully diluted basis) of a business entity engaged in the Competing Business,
which is a private limited company or any other form of entity that is not a publicly traded entity;
or

14.3.2 solicit, canvass, entice away, hire or procure or attempt in any manner to solicit, canvass, entice
away, hire or procure from the Company or its Subsidiaries any KMP or Director who is in the
employment or service of the Company or its Subsidiaries; or (b) accept into employment or
service any KMP or Director who is an employee or is in the service of the Company or its
Subsidiaries, otherwise than in response to a general advertisement or process than does not target
that particular individual; or (c) solicit, canvass, entice away or procure or attempt in any manner
to solicit, canvass, entice away or procure from the Company or its Subsidiaries any customer,
distributor, supplier, dealer or agent of the Company and/ or the Subsidiaries.

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14.4 For so long as an Investor and/ or its Affiliates hold any Securities in the Company, AASPL undertakes to
the Investor that the Company (and its Subsidiaries) shall be the exclusive vehicle through which AASPL
and/or its Affiliates shall pursue the Business and any business activity similar to the Business or competing
with the Business, including in respect of any portfolio investment into entities that carry on any business
activity similar to the Business or competing with the Business, provided however that the restriction
imposed on AASPL and its Affiliates under this Article 14.4 shall not apply in any manner in respect of
the Company’s subsidiary JSW Cement FZE, a company incorporated in Fujairah Free Zone, Fujairah,
United Arab Emirates if JSW Cement FZE is spun off and is no longer a Subsidiary of the Company. In
such event, it is clarified that AASPL will procure that the business of JSW Cement FZE is carried on in
the same manner as was being carried on prior to it ceasing to be a Subsidiary of the Company and that
JSW Cement FZE shall not directly or indirectly take any steps the impact of which would in any manner
be seen to be competing with the Business.

14.5 The Parties acknowledge that:

14.5.1 the duration and scope of the undertakings provided in this Article 14 are reasonable in nature and
scope under the circumstances in which they have been given; and

14.5.2 such undertakings are material for the management and operation of the Company and for
safeguarding the interests of AASPL and each of the Investors, as applicable.

14.6 The Parties further hereby agree and confirm that any breach of the obligations under this Article 14 (Non-
Compete a9nd Non-Solicitation) applicable to it and/or their respective Affiliates shall cause considerable
damage and irreparable loss to the other Party which, each Party agrees, are not capable of being remedied
by damages. Accordingly, the Parties hereby agree that in such event the other Parties shall be entitled to
injunctive relief to specifically enforce the Shareholders’ Agreement and these Articles, which shall be in
addition to any remedy which such Party may have under Applicable Law, in equity or otherwise, including
the remedies available to such Party against the other Parties and their respective Affiliates pursuant to the
Shareholders’ Agreement and these Articles.

15. TERMINATION AND INVESTOR FALL AWAY THRESHOLD

15.1 Save as otherwise provided, Part B of these Articles shall remain in full force and effect without limit in
time until the earliest of (i) the date of listing of the Equity Shares on a stock exchange pursuant to a QIPO
in accordance with Article 11.1 (Qualified Initial Public Offer); (ii) the date on which each Shareholder
that is a Party agrees in writing to terminate the Shareholders’ Agreement; (iii) with respect to any
Shareholder, if such Shareholder ceases to hold any Securities (either by itself and/or through its Affiliates)
at any point in time

15.2 Except as agreed otherwise by or between the Shareholders who are Parties, termination of the
Shareholders’ Agreement, or the provisions of the Shareholders’Agreement ceasing to have effect as
regards a Shareholder pursuant to this Article 15 (Term, Termination and Fall Away of Rights), shall be
without prejudice to the Specified Clauses which shall survive any termination of Shareholders’Agreement
and any liability or obligation in respect of any matters, undertakings or conditions which have not been
observed or performed by any Party prior to such termination. Termination of the Shareholders’Agreement
does not affect the accrued rights and obligations of the Parties arising prior to such termination.

15.3 All rights available to each of the Investors under the Shareholders’ Agreement shall automatically fall
away (and such Investor shall not be entitled to exercise any and all its rights under the Shareholders’
Agreement) if the shareholding of such Investor and its Affiliates at any point in time falls below 60%
(sixty percent) of its Pro-Rata Shareholding; provided however that notwithstanding the aforesaid, such
Investor shall continue to be bound by its obligations under the Shareholders’ Agreement. This Article 15.3
shall not apply if the shareholding of an Investor and its Affiliates falls below the aforesaid threshold of
60% (sixty percent) on account of any reason other than secondary sale/ Transfer of the Subscription
Securities or the Equity Shares by the Investor and/ or its Affiliates, as the case may be.

15.4 None of the Investors shall be entitled to exercise any and all of their respective rights under the
Shareholders’ Agreement and all provisions of the Shareholders’ Agreement shall automatically fall away

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 upon Consummation of the QIPO, except the Specified Clauses.

16. AASPL’s and COMPANY’S OBLIGATIONS for GIVING EXIT TO INVESTORS

16.1 Notwithstanding anything contained in the Shareholders’ Agreement and these Articles, where there is an
obligation on AASPL to provide an exit to an Investor (whether by way of such Investor being obliged to
sell or such Investor exercising its right to sell, its Securities to AASPL or to a Third Party Purchaser),
pursuant to which an agreed return is achieved, and AASPL is restricted from doing so by reason of
Applicable Law or Permit requirements, AASPL shall comply with the obligations provided in Clause 16.1
of the Shareholders’ Agreement and the restrictions with regard to the Transfer of its Securities contained
in the Shareholders’ Agreement and these Articles shall not be applicable to such Transfer.

16.2 At the sole discretion of each Investor:

16.2.1 AASPL will be liable to pay such amount as provided in Clause 16.2.1 of the Shareholders’
Agreement, and such amount will be paid by AASPL to such Investor in a manner permitted by
Applicable Law; or

16.2.2 the Company will be required to issue and allot Equity Shares pursuant to a Transfer Conversion
Notice in accordance with Article 11.3 of these Articles and Clause 11.3 of the Shareholders’
Agreement, and on sale of the Investor’s entire shareholding, pay such amount as provided in
Clause 16.2.2 of the Shareholders’ Agreement, and such amount will be paid by AASPL to such
Investor in a manner permitted by Applicable Law.

In addition to such amounts being paid/ received or issuance and allotment of additional Equity Shares by
the Company as provided in Clause 11.3 of the Shareholders’ Agreement, AASPL agrees to fully indemnify
each Investor for all reasonable costs, charges and expenses in connection with or pursuant to the provisions
of this Article 16. Any payment from AASPL to any of the Investors under this Article 16.2 shall be grossed
up for any Taxes.

16.3 Notwithstanding anything contained in the Shareholders’ Agreement and these Articles, in the event of an
Event of Default and Transfer of any Investor’s Securities as per Article 12.2.1(a), such Investor shall, at
its sole discretion, either Transfer the Equity Shares or pay AASPL in accordance with Clause 16.3 of the
Shareholders’ Agreement.

16.4 In addition to Article 16.2 and notwithstanding anything contained in the Shareholders’ Agreement and
these Articles, in the event of an Event of Default and Transfer of any Investor’s Securities as per Article
12.2.2(b), AASPL shall, at the sole discretion of such Investor, undertake such actions as are set out in
Clause 16.4 of the Shareholders’ Agreement.

16.5 Each Investor has subscribed to the Subscription Securities basis an EBITDA multiple that includes in the
calculation of EBITDA an amount towards subsidies received by the Company as set out under the
Shareholders’ Agreement (“Subsidy”). In the event that the amount of such Subsidy gets written off in the
books of accounts of the Company, then depending on the Financial Year in which such write off occurs,
payment of amounts as provided in Clause 16.5 of the Shareholders’ Agreement will be payable by the
Company to each of the Investors in accordance with Schedule 8 of the Shareholders’ Agreement.
Notwithstanding the provisions of this Article 16.5, such amounts shall not be payable to the Investors upon
the QIPO having been undertaken or an Investor upon such Investor having received an exit from the
Company, whichever is earlier.

16.6 If the QIPO is undertaken as per calculations set forth in the Shareholders’ Agreement and these Articles,
and the Target Volume (as defined in the Investor 1 SSA, the Investor 2 SSA and Investor 3 SSA) has not
been achieved, then the Company shall pay or procure payment to each of the Investors, of such amounts
mentioned in the Shareholders’ Agreement (“Target Volume Payout”), at each Investor’s sole discretion:
(i) in cash, or (ii) by issuance of such number of additional Equity Shares as shall, when valued at the Fair
Market Value of the Equity Shares prevalent at the time of the conversion of the Subscription Securities,
enable each Investor to realize, the amount of the Target Volume Payout. In the event that an Investor
decides to receive the amount of the Target Volume Payout payable to it, in cash, (i) the Company shall
deposit such amount of the Target Volume Payout payable to such Investor, prior to the QIPO, with an
escrow agent as mutually agreed between such Investor and the Company; and (ii) upon consummation of

699
 the QIPO and in case of the Investors upon sale of the Equity Shares by such Investor in the QIPO, such
amount lying in the escrow account shall be released to such Investor without any delay, demur or protest
on the part of the Company. It is clarified that AASPL shall procure that the QIPO will not take place if the
Company defaults in depositing such amount of the Target Volume Payout with the escrow agent as per
the provisions of this Article.

16.7 For avoidance of doubt, it is hereby clarified that the obligation of the Company to issue and allot and the
right of the Investor to be issued and allotted the Equity Shares pursuant to Article 16.6 above, shall, subject
to Applicable Laws, be in addition to the number of Equity Shares that the Investor is entitled to receive
pursuant to Article 10.1 above.

16.8 In the event that the Company issues and allots additional Equity Shares to an Investor pursuant to Article
10.1, then, notwithstanding anything contained in the Shareholders’ Agreement, AASPL shall have the
right (but not the obligation) to require such Investor to sell all (and not less than all) of such additional
Equity Shares issued and allotted to such Investor, to AASPL at the price at which the QIPO is undertaken,
as determined as per the provisions of the Shareholders’ Agreement.

16.9 Notwithstanding anything contained in the Shareholders’ Agreement, in the event that an Investor receives
additional Equity Shares in accordance with the terms of the Shareholders’ Agreement, and the sale of such
additional Equity Shares by the Investor along with the sale of all other Equity Shares held by such Investor
nonetheless does not provide such Investor the agreed return to be achieved on such Investor’s exit, then,
the difference between the exit consideration payable under the Shareholder’s Agreement to such Investor
to provide the Investor the agreed return and the amount actually received by such Investor upon sale of all
the Equity Shares held by such Investor including such additional Equity Shares, shall be paid by AASPL
to such Investor as provided in Clause 16.9 of the Shareholders’ Agreement.

The Parties agree that the amounts payable under this Article 16 are a genuine pre-estimate of the loss
which a Party will incur on account of breach of the other Parties’ payment obligations as specified in this
Article 16 and the payment to such Party shall be without any cavil, demur, argument, reservation, recourse,
contest or protest from the other Parties’ or any other Person.

Note: This Part B of the Articles of Association is inserted vide Shareholders resolution passed at the
Extraordinary General Meeting of the Company held on December 20.12.2021 and amended vide
Shareholders resolution passed at the Extraordinary General Meeting of the Company held on
20.12.2021.

SCHEDULE I

RESERVED MATTERS

The following matters shall require the affirmative vote of each of the Existing Investors:

(i) Any amendments to the Charter Documents;

(ii) Any amalgamation, merger, demerger, spin-off, acquisition, disinvestment, sale of material assets, division
or business undertaking or any reorganisation or restructuring or scheme of arrangement of the Company;

(iii) Establishment or incorporation by the Company of any subsidiary, joint venture or limited liability
partnership;

(iv) Any acquisition or disposal by the Company of the Equity Shares or Securities or Business or assets of any
other entity in excess of INR 1,000,000,000 (Indian Rupees One Billion);

(v) Any offer, issuance (including a rights issuance), and allotment of, or grant of any right to subscribe to any
Equity Shares or other Securities except: (i) any issuance or allotment of Securities pursuant to any existing
or agreed ESOP Plan or any other new or renewed employee stock option plan; (ii) any issuance or
allotment of Securities to any existing shareholder or Third Party pursuant to any Funding Requirements
at a valuation which is higher than the post-money valuation of the Company at the time of issue of the
Subscription Securities; and (iii) any issuance or allotment of Equity Shares pursuant to a QIPO which will

700
 include any offer for sale proposed to be made by the Shareholders of the Company;

(vi) Any changes to the ESOP Plan such that more than 5% (five percent) of the Equity Shares are to be set
aside for employees of the Company;

(vii) Any alteration with respect to the terms of the Subscription Securities;

(viii) Any declaration or payment of (interim) dividends or distributions (whether in cash or in kind);

(ix) Any redemption or buyback of Equity Shares or stock options or other Securities;

(x) Any winding-up, liquidation or dissolution of the Company;

(xi) Any change in the existing line of the Business or the commencement of any new line of business unrelated
to the Business;

(xii) Entering into any new Related Party Transaction of the Company that is not already existing as of the
Closing Date and that is other than on an arms’ length basis and in the Ordinary Course of Business;

(xiii) Amending or terminating any Related Party Transaction of the Company of a monetary value above INR
100,000,000 (Indian Rupees One Hundred Million), on an annualised basis, existing as of the Closing Date;

(xiv) Borrowing or raising money or otherwise creating or incurring any indebtedness or other sums in the nature
of indebtedness in excess of INR 50,000,000,000 (Indian Rupees Fifty Billion) in aggregate (inclusive of
the amount of borrowings already availed of by the Company as of the Closing Date);

(xv) The settlement or abandonment in any jurisdiction of legal, arbitration or other proceedings or any
admission of liability which involve or might reasonably be expected to involve a sum (including related
costs) in excess of INR 50,000,000 (Indian Rupees Fifty Million) (or its equivalent in any other currency)
and / or be reasonably likely to have a negative reputational impact on a Shareholder;

(xvi) Appointment or removal of the statutory auditors of the Company, including with respect to scope of work,
terms of reference, or any changes thereto;

(xvii) Incurrence of any capital expenditure in excess of INR 500000,000 (Indian Rupees Five Hundred Million)
in any Financial Year, over and above the annual capital expenditure approved in the Annual Business Plan
for that Financial Year; or

(xviii) Entering into any agreements or arrangements or provide any commitments to give effect to or perform
any of the actions specified above.

701
 SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company) which are, or may be deemed material, have been entered or to be entered
into by our Company. These contracts and the documents for inspection referred to hereunder, copies of which
will be attached to the copy of the Red Herring Prospectus filed with the RoC, may be inspected at our Registered
and Corporate Office, from 10.00 a.m. to 5.00 p.m. on Working Days and will also be available on our website at
www.jswcement.in/investors from the date of the Red Herring Prospectus until the Bid/Issue Closing Date (except
for such documents or agreements executed after the Bid/Issue Closing Date).

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
the Shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant
laws.

Material contracts to the Offer

1. Offer Agreement dated August 16, 2024 entered into among our Company, the Selling Shareholders and
the BRLMs;
2. Registrar Agreement dated August 16, 2024 entered into between our Company, the Selling Shareholders
and the Registrar to the Offer;
3. Cash Escrow and Sponsor Bank(s) Agreement dated [●] entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar to the Offer;
4. Share Escrow Agreement dated [●] entered into among the Selling Shareholders, our Company and the
Share Escrow Agent;
5. Syndicate Agreement dated [●] entered into among the members of the Syndicate, our Company, the
Selling Shareholders and the Registrar to the Offer;
6. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders and the
Underwriters; and

7. Monitoring Agency Agreement dated [•] entered into between our Company and the Monitoring Agency.
Material documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended until date;
2. Certificate of incorporation dated March 26, 2006 issued by the RoC;
3. Certificate of commencement of business dated March 29, 2006 issued by the RoC;
4. Board resolution of our Company dated July 27, 2024 and resolution of our IPO Committee dated August
13, 2024, authorizing the Offer and other related matters;
5. Shareholders’ resolution dated July 30, 2024, authorising the Offer and other related matters;
6. Resolution of our Board dated August 12, 2024 approving this Draft Red Herring Prospectus;
7. Resolution of our IPO Committee dated August 16, 2024 approving this Draft Red Herring Prospectus;
8. Resolution dated August 14, 2024 passed by the Audit Committee approving the KPIs;
9. Share purchase agreement dated October 10, 2022 amongst our Company, the India Cements Limited,
Springway Mining Private Limited and NKJA Mining Private Limited;
10. Shareholders cum joint venture agreement dated February 6, 2023 amongst our Company, JSW Cement
FZE and Aquarius Global Fund PCC;

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11. Share subscription agreement entered into amongst our Company, Adarsh Advisory Services Private
Limited and Synergy Metals Investments Holdings Limited dated June 22, 2021 and to amendment letters
dated July 27, 2021 and November 30, 2021;
12. Share subscription agreement entered into amongst our Company, Adarsh Advisory Services Private
Limited and AP Asia Opportunistic Holdings Pte. Ltd. dated July 27, 2021 and amendment letter dated
November 30, 2021;
13. Share subscription agreement entered into amongst our Company, Adarsh Advisory Services Private
Limited and State Bank of India dated November 30, 2021;
14. Shareholders’ agreement dated November 30, 2021 amongst our Company, Adarsh Advisory Services
Private Limited, Synergy Metals Investments Holding Limited, AP Asia Opportunistic Holdings Pte. Ltd.
and State Bank of India and Amendment and Waiver Agreement dated August 12, 2024;
15. Share purchase agreement dated January 10, 2017 amongst our Company, Shiva Cement Limited, Unicon
Merchants Private Limited, RP Gupta, RP Gupta (HUF), Vikash Gupta, Sonu Gupta, Shilpi Gupta, Preeti
Gupta, Anubha Gupta and Akash Gupta;
16. Memorandum of understanding entered into by our Company with JSW Steel Limited dated October 21,
2022 and GGBS manufacturing agreement entered into by our Company with JSW Steel Limited dated
October 4, 2023.
17. JSW Brand Equity and Business Promotion Agreement dated October 8, 2014 between JSW Investments
Private Limited and our Company, deeds of adherence entered into by our Subsidiary JSW Green Cement
Private Limited dated May 14, 2024, JSW brand license agreement dated August 13, 2024 between JSW
IP Holdings Private Limited and JSW Cement FZC and deed of assignment of trademark into between our
Company and JSW IP Holdings Private Limited dated June 29, 2023.
18. Share purchase agreement dated February 15, 2017 between our Company and ACC Limited;
19. Share purchase agreement dated March 29, 2019 between our Company and Reynold Traders Private
Limited;
20. Share purchase agreement dated June 8, 2020 amongst our Company, Harsh Vanijya Private Limited,
Anubha Investments Private Limited and Shivaria Trade-Com Private Limited;
21. Scheme of amalgamation of Springway Mining Private Limited and NKJA Mining Private Limited with
our Company and their respective shareholders dated October 10, 2022;
22. Employment agreement dated October 5, 2021 entered into by our Company with Parth Jindal;
23. Employment agreement dated October 5, 2023 entered into by our Company with Nilesh Narwekar;
24. Employment agreement dated February 12, 2024 entered into by our Company with Narinder Singh
Kahlon;
25. Consent dated August 14, 2024 from our Statutory Auditors, M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with
SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert” as defined under section
2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in
respect of their (i) examination report dated August 12, 2024 on the Restated Consolidated Financial
Information; and (ii) the statement of special tax benefits available to the Company and its shareholders,
under the direct and indirect tax laws in India dated August 14, 2024, included in this Draft Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
However, the term “expert” and “consent” does not represent an “expert” or “consent” within the meaning
under the U.S. Securities Act.
26. Consent dated August 16, 2024, from the independent chartered accountant, namely Shah Gupta & Co,
Chartered Accountants, having firm registration number 109574W, written consent dated August 16, 2024
from the Practising Company Secretary, namely, S,K, Jain & Company, having the membership number
3076, written consent dated August 16, 2024 from the Chartered Engineer, namely Kondru Dhanapathi
Rao in relation to the certificate dated August 16, 2024, and written consents dated August 14, 2024 from
the Project Report provider, namely Holtec Consulting Private Limited to include their name, written
consent dated August 16, 2024 from the Mining Geologist, namely Vallabh Tarun Chander, written consent

703
 dated August 16, 2024 from the Coal Consultant namely, Min Mec Consultancy Private Limited as required
under Section 26(5) of the Companies Act 2013 read with SEBI ICDR Regulations, in this Draft Red
Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act, 2013.
27. The examination report dated August 12, 2024 of the Statutory Auditors on the Restated Consolidated
Financial Information;
28. The statement of special tax benefits available to our Company, our Subsidiaries and our Shareholders
under the direct and indirect tax laws in India dated August 14, 2024 from the Statutory Auditors included
in this Draft Red Herring Prospectus;
29. The statement of special tax benefits available to JSW Cement FZC dated August 16, 2024, issued by Shah
Gupta & Co., Chartered Accountants, with firm registration number 109574W;
30. Certificate dated August 16, 2024 on Basis of Offer Price issued by Shah Gupta & Co., Chartered
Accountants, with firm registration number 109574W;
31. Certificate dated August 16, 2024 from Shah Gupta & Co., Chartered Accountants, with firm registration
number 109574W, with respect to our key performance indicators;
32. Copies of annual reports of our Company as of and for the Fiscals 2024, 2023 and 2022;
33. Consents of banker(s) to our Company, the BRLMs, Registrar to the Offer, Banker(s) to the Offer, Legal
Counsel to our Company as to Indian Law, Syndicate Members, Directors and Company Secretary and
Compliance Officer to act in their respective capacities;
34. Industry report titled “Market review of cement sector” dated August, 2024 prepared by CRISIL MI&A
and commissioned and paid for by our Company, available on our Company’s website at
https://www.jswcement.in/industry-report;
35. Consent letter dated August 5, 2024, issued by CRISIL MI&A with respect to the report titled “Market
review of cement sector”;
36. Tripartite agreement dated June 18, 2016 among our Company, NSDL and Registrar to the Offer;
37. Tripartite agreement dated March 20, 2024 among our Company, CDSL and the Registrar to the Offer;
38. Due diligence certificate to SEBI from the BRLMs dated August 16, 2024;
39. In-principle listing approvals dated [●] and [●], from BSE and NSE, respectively; and

40. SEBI observation letter bearing reference number [●] and dated [•].

704
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Seshagiri Rao Venkata Satya Metlapalli

(Chairman and Non-Executive Director)

Place: Mumbai

Date: August 16, 2024

705
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Parth Jindal
(Managing Director)

Place: Mumbai

Date: August 16, 2024

706
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Nilesh Narwekar
(Whole-Time Director and Chief Executive Officer)

Place: Mumbai

Date: August 16, 2024

707
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Kantilal Narandas Patel

(Non-Executive Non-Independent Director)

Place: Mumbai

Date: August 16, 2024

708
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Utsav Baijal
(Non-Executive Nominee Director)

Place: Mumbai

Date: August 16, 2024

709
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sudhir Maheshwari
(Non-Executive Nominee Director)

Place: Dubai

Date: August 16, 2024

710
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Pankaj Rajabhau Kulkarni

(Independent Director)

Place: Mumbai

Date: August 16, 2024

711
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sutapa Banerjee
(Independent Director)

Place: Mumbai

Date: August 16, 2024

712
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sumit Banerjee
(Independent Director)

Place: Mumbai

Date: August 16, 2024

713
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Akshya Chudasama
(Independent Director)

Place: Mumbai

Date: August 16, 2024

714
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Aashish Kamat
(Independent Director)

Place: Mumbai

Date: August 16, 2024

715
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Raghav Chandra
(Independent Director)

Place: Delhi

Date: August 16, 2024

716
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Preeti Reddy
(Independent Director)

Place: Mumbai

Date: August 16, 2024

717
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued
by the Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, 2013, the SCRA, the SCRR and the Securities and Exchange Board of India Act, 1992, each
as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify
that all the statements made in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR – FINANCE & COMMERCIAL AND CHIEF FINANCIAL OFFICER
AND OF OUR COMPANY

Narinder Singh Kahlon

(Director – Finance & Commercial and Chief Financial Officer)

Place: Mumbai

Date: August 16, 2024

718
 DECLARATION

We, AP Asia Opportunistic Holdings Pte. Ltd, acting as a Selling Shareholder, hereby certify that all statements,
disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation
to ourselves, severally and not jointly and our respective portion of the Offered Shares are true and correct. We
assume no responsibility as a Selling Shareholder, for any other statements, disclosures and undertaking including,
any of the statements made or confirmed by or relating to the Company or any other Selling Shareholder or any
other person(s) in this Draft Red Herring Prospectus.

SIGNED BY THE SELLING SHAREHOLDER

For AP Asia Opportunistic Holdings Pte. Ltd.

Name: Gaurav Pant

Designation: Director

Place: Singapore

Date: August 16, 2024

719
 DECLARATION

We, State Bank of India, a Selling Shareholder, hereby certify that all statements, disclosures and undertakings
made or confirmed by us in this Draft Red Herring Prospectus in relation to ourselves and our Offered Shares are
true and correct. We assume no responsibility as a Selling Shareholder, for any other statements, disclosures and
undertaking including, any of the statements made or confirmed by or relating to the Company or any other Selling
Shareholder or any other person(s) in this Draft Red Herring Prospectus.

SIGNED BY THE SELLING SHAREHOLDER

For State Bank of India

Name: Anup Kumar

Designation: Deputy General Manager (Private Equity)

Place: Mumbai

Date: August 16, 2024

720
 DECLARATION

We, Synergy Metals Investments Holding Limited, a Selling Shareholder, hereby certify that all statements,
disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to ourselves
and our Offered Shares are true and correct. We assume no responsibility as a Selling Shareholder, for any other
statements, disclosures and undertaking including, any of the statements made or confirmed by or relating to the
Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus.

SIGNED BY THE SELLING SHAREHOLDER

For Synergy Metals Investments Holding Limited

Name: Atul Gupta

Designation: Director

Place: Dubai

Date: August 16, 2024

721