Adani Wilmar IPO Basis of Allotment

Our Company was incorporated on January 22, 1999 in Ahmedabad. Gujarat as a public company under the Companies Act 1956, as amended pursuant to a certificate of incorporation dated January 22, 1999 issued by Registrar of Companies, Gujarat ("RoC"). Our Company commenced its operations pursuant to the certificate of commencement of business dated January 25, 1999 issued by the RoC For details of registered office of our Company, see "History and Certain Corporate Matters" beginning on page 170 of the Prospectus dated February 1, 2022 ("Prospectus").

Our Company has filed the Prospectus dated February 1, 2022 with the ROC (the "Prospectus") and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE") and the trading will commence on February 8, 2022.

INITIAL PUBLIC OFFER OF 156,729,745 EQUITY SHARES OF FACE VALUE OF RS. 1 EACH ("EQUITY SHARES") OF ADANI WILMAR LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS. 230 PER EQUITY SHARE AGGREGATING TO RS. 36,000 MILLION ("ISSUE").

THE ISSUE INCLUDES AN ALLOTMENT OF 2,278,185 EQUITY SHARES AGGREGATING TO RS. 476.14 MILLION (CONSTITUTING 0.18% OF THE POST-ISSUE PAID-UP SHARE CAPITAL) TO ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION") AND AN ALLOTMENT OF 15,652,173 EQUITY SHARES AGGREGATING TO RS. 3,600 MILLION (CONSTITUTING 1.20% OF THE POST-ISSUE PAID-UP SHARE CAPITAL) TO ELIGIBLE AEL SHAREHOLDERS ("SHAREHOLDER RESERVATION PORTION"). IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE "SEBI ICDR REGULATIONS"), THE SHAREHOLDER RESERVATION PORTION DOES NOT EXCEED 10% OF THE ISSUE SIZE. THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION AND THE SHAREHOLDER RESERVATION PORTION IS HEREINAFTER REFERRED TO AS "NET ISSUE". THE ISSUE AND NET ISSUE SHALL CONSTITUTE 12.06% AND 10.68%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS RS.1 EACH. THE ISSUE PRICE IS 230 TIMES THE FACE VALUE OF THE EQUITY SHARES.

OUR COMPANY, IN CONSULTATION WITH THE MANAGERS, HAS OFFERED A DISCOUNT OF RS. 21 PER EQUITY SHARE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.

The Issue was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 31 of the SEBIICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs", the "QIB Portion") Our Company, in consultation with the Managers allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis m accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation m the Anchor Investor Portion, the balance Equity Shares were added to the Net QIB Portion Further. 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. Further, not less than 15% of the Net Issue was made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue was made available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid bids having been received at or above the Issue Price All potential Bidders (except Anchor Investors) were required to mandatonly utilise the Application Supported by Blocked Amount ("ASBA") process providing details of Issue respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or under the UPI Mechanism, as the case may be to the extent of respective Bid Amounts Anchor Investors were not permitted to participate in the Issue through the ASBA process. For details, see - Issue Procedure' beginning on page 362 of the Prospectus.

The bidding for Anchor Investor opened and dosed on Tuesday, January 25, 2022. The Company received 15 applications from 13 Anchor Investors for 40,865,240 Equity Shares. The Anchor Investor Issue Price was finalized at Rs. 230 per Equity Share. A total of 40,865,217 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 9,398,999,910.00.

The Issue received 2,050,311 applications for 2,135,993,925 Equity Shares (prior to technical rejections) resulting in 13.61 times subscription. The details of the applications received in the Issue from various categories are as under, (before technical rejections):

Final Demand

A summary of the final demand as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE on February 03, 2022.

A. Allotment to Retail Individual Bidders (after technical rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Issue Price of Rs. 230 per Equity Share was finalized in consultation with the NSE This category has been subscribed to the extent of 3.3249 times. The total number of Equity Snares Allotted in Retail Portion is 48,579,786 Equity Shares to 747,381 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

Includes 903,699 Equity Shares spilled over from Employee Category

B. Allotment to Non-Institutional Bidders (after technical rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Issue Price of Rs. 230 per Equity Share was finalized in consultation with the NSE. The Non-Institutional Portion has been subscribed to the extent of 58.5123 times. The total number of Equity Shares Allotted in this category is 20,819,909 Equity Shares to 3,652 successful Non- Institutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)

Includes 397,300 Equity Shares spilled over from Employee Category

C. Allotment to Eligible Employees (after technical rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employees, who have bid at the Issue Price of Rs. 209 (at a discount of 121 per Equity Share offered to Eligible Employees) per Equity Share or above, was finalized in consultation with NSE This category has been subscribed to the extent of 0.4450 times. The total number of Equity Shares Allotted in this category is 2,278,185 Equity Shares to 2,447 successful applicants. The category-wise details of the Basis of Allotment are as under:

The under subscribed portion in the Employee Category (without considering discount) has been spilled over to QIBs, Non-Institutional Investors and Retail Individual Investors in the ratio of 50:15:35 i.e. 1,290,997 Equity Shares for QIBs, 387,300 Equity Shares for Non Institutional Investors and 903,699 Equity Shares for Retail Individual Investors.

D. Allotment to Eligible AEL Shareholders

The Basis of Allotment to the Eligible AEL Shareholders who have bid at the Issue Price of Rs. 230 per Equity Share was finalized in consultation with the NSE. The Shareholder Reservation Portion has been subscribed to the extent of 33.5939 times. The total number of Equity Shares Allotted in this category is 15,652,173 Equity Shares to 4,612 successful Eligible AEL Shareholders The category-wise details of the Basis of Allotment are as under: (Sample)

E.   Allotment to QIBs (Excluding Anchor Investors) (after technical rejections)

Allotment to QIBs, who have Bid at the Issue Price of Rs. 230 per Equity Share has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 5.6292 times of QIB Portion, As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e, 1,426724 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 27,107,751 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 28,534,475 Equity Shares, which were allotted to 45 successful QIB Bidders The category-wise details of the Basis of Allotment are as under The category-wise details of the Basis of Allotment are as under:

Includes 1,290,997 Equity Shares spitted over from Employee Category.

F. Allotment to Anchor Investors

The Company, in consultation with the Managers has allocated 40,865,217 Equity Shares to 13 Anchor Investors (through 15 Applications) at the Anchor Investor Issue Price of Rs. 230 per Equity Share in accordance with the SEBI Regulations.

In terms of Prospectus dated February 1, 2022 and Basis of Allotment post taking into account spill over from Employee Reservation Portion, the final Issue structure is as follows

*The under subscribed portion of 2,581,996 Equity Shares in the Employee Category has been spilled over to QIBs Non-Institutional Investors and Retail Individual Investors in the ratio of 50:15:35

The IPO Committee of our Company on February 3, 2022 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE. The IPO Committee of our Company on February 4, 2022 has allotted the Equity Shares to various successful Bidders The Allotment Advice-cum-intimations and/or notices will be emailed or dispatched to the email id or address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Issue Account have been issued on February 3, 2022 and payment to non-Syndicate brokers have been issued on February 4, 2022. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below The Equity Shares Allotted to the successful Allottees have been uploaded on February 4, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on February 4, 2022. The Company has received listing and trading approval from NSE and BSE and the trading will commence on February 8, 2022.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Issue, Link Intime India Private Limited at www.linkintime.co.in

All future correspondence m this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/ sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

Link Intime India Private Limited

C 101,247 Park, L B.S Marg, Vikhroli (West), Mumbai - 400 083

Maharashtra, India,

Tel: +91 22 4918 6200

E-mail adaniwilmar.ipo@linkmtime.co.in

Website www.linkintime.co.in

Investor Grievance ID adaniwilmarpo@linkintime.co.in

Contact Person Shanti Gopalkrishnan

SEBI Registration Number: INR000004058

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF ADANI WILMAR LIMITED.

ADANI WILMAR LIMITED has filed the Prospectus with RoC on February 1, 2022 and thereafter with SEBI and the Stock Exchanges. The prospectus is available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com. respectively and is available on the websites of the BRLMs, i.e. Kotak Mahindra Capital Company Limited. J.P. Morgan India Private Limited, BofA Secunties India Limited, Credit Suisse Securities (India) Private Limited, ICICI Securities Limited, HDFC Bank Limited and BNP Paribas at https://investmentbank.kotak.com, www.jpmipl.com, www.ml-india.com, https://www.credit-suisse.com/in/en/investment-banking-apac/investment-banking-in-india/ipo.html, www.icicisecurities.com, www.hdfcbank.com and www.bnpparibas.co.in, respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled "Risk Factors" onpage21 of the Prospectus.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended ('U.S. Securities Act'), or any other 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 persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U S Securities Act) under Section 4(a) of the U .S. Securities Act, and (ii) outside the United States in offshore transactions in compliance with Regulations under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering of Equity Shares in the United States.