EMS IPO Basis of Allotment

EMS LIMITED

Our Company was originally incorporated as 'EMS Infracon Private Limited' a private limited company under the Companies Act, 1956 at Delhi, pursuant toa certificate of incorporation dated December 21, 2010 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter on June 30,2012, our Company took over the business of partnership firm, M/s Satish Kumar. Thereafter, name of our Company was changed from 'EMS Infracon Private Limited' to 'EMS Private Limited', pursuant to a special resolution passed by the shareholders of our Company on September 30, 2022 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies, Delhi ("RoC") on October 26, 2022. Subsequently, our Company was converted from private to public company, pursuant to a special resolution passed by the shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies, Delhi ("RoC") on November 25, 2022. For further details on the change in the name and the registered office of our Company, see "History and Certain Corporate Matters' beginning on page 272 of Prospectus

Our Company has filed the Prospectus dated September 13,2023 with tl I the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading is expected to commence on September21,2023.

INITIAL PUBLIC OFFER OF UP T0 1,52,24,925 EQUITY SHARES OF FACE VALUE OF Rs.10 EACH ("EQUITY SHARES") OF EMS LIMITED ("COMPANY") FOR CASH AT A PRICE OF RS. 211.00 PER EQUITY SHARE (INCLUDING A PREMIUM OF RS. 201.00 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING UP TO Rs. 14,624.00 LAKHS THROUGH FRESH ISSUE OF EQUITY SHARES AND AN OFFER FOR SALE (THE "OFFER") OF UP TO 82,94,118 EQUITY SHARES AGGREGATING UP TO RS. 17,500.59 LAKHS BY MR. RAMVEER SINGH (THE "PROMOTER SELLING SHAREHOLDER") AND THE PROMOTER SELLING SHAREHOLDER ARE REFERRED TO AS, THE "SELLING SHAREHOLDER" AND SUCH EQUITYSHARES OFFERED BYTHE SELLING SHAREHOLDER, THE "OFFERED SHARES"). THE ISSUE WILL CONSTITUTE 27.42 % OF THE POST-ISSUE PAID-UP CAPITAL OF OUR COMPANY.

OUR COMPANY HAS, IN CONSULTATION WITH THE BRLM, UNDERTAKEN A PRE-IPO PLACEMENT OF 16,00,000 EQUITY SHARES AT AN ISSUE PRICE OF RS. 211 PER EQUITYSHARE (INCLUDING A PREMIUM OF RS. 201 PER EQUITY SHARE) AGGREGATING RS. 3,376.00 LAKHS. THE SIZE OF THE FRESH ISSUE OF UP TO RS. 18,000.00 LAKHS HAS BEEN REDUCED BY RS. 3,376.00 LAKHS PURSUANT TO THE PRE- IPO PLACEMENT AND THE REVISED SIZE OF THE FRESH ISSUE IS UP TO RS. 14,624.00 LAKHS. FOR RISK REGARDING APPREHENSION/CONCERNS OF THE LISTING OF OUR EQUITY SHARES ON THE STOCK EXCHANGES SEE 'RISK FACTORS - THERE IS NO GUARANTEE THAT OUR EQUITY SHARES WILL BE LISTED ON THE BSE AND THE NSE IN A TIMELY MANNER OR AT ALL' ON PAGE 75 OF PROSPECTUS.

1) Concentration risk: Company is dependent on the Government projects, 100% of our revenue is generated from business transactions with government entities or agencies, delay in clearance from government.

2) World Bank Funded Projects: Our projects are works related to tenders floated by government or semi government entities or agencies.

3) Financial Results: Our Company has reported certain negative cash flows in past years:

(Rs. In Lakhs)

4) Dependence on bidding process: Our projects are awarded through the competitive bidding process by government authorities/bodies.

5) Technologies Risk: We deploy traditional technologies. Any incapability to adopt a new technology or change in the requirement of a particular technology by the government authorities may affect our position to bid for projects.

6) Risk Related to Business: We have been black-listed in past by the two government bodies for misrepresentation of facts & Inadequacy of the safety equipment's/measure provided to the labours pointing towards inferior workmanship and leading to death of five labourers, currently both the orders has been withdrawn from respective authorities with immediate effect. We may face blacklisting in future that will affect our operations & future cash flows.

7) Geographical & Environmental Risk: Our business is largely concentrated in four states ("States") and Our business is subject to seasonal fluctuations like floods etc,

8) Risk Related to BRLM: The BRLM associated with the Offer (Khambatta Securities Limited) has handled 05 public SME issues in the past 3 financial year, no issues closed below the offer price on listing date and the BRLM to the offer have not handled any main line IPO in the past.

9) Average cost of acquisition of Equity Shares held by the Selling Shareholder is Rs. 2.45 per Equity Shares and Offer Price at higher end of the Price Band is Rs.211.00 per Equity Shares.

10) Average cost of acquisition of Promoters:

As certified by Rishi Kapoor & Co., Chartered Accountants vide certificate dated August 14 ,2023 .

11) The Weighted average cost of acquisition for all Equity Shares acquired in one year, 18 months and three years preceding the date of the Red Herring Prospectus is set forth below:

AExcludes Equity Shares issued pursuant to bonus issuance an d gifted Equity Shares

12) Weighted average cost of acquisition, floor price and cap price

13) Weighted Average Return on Net Worth for Fiscals 2023,2022 & 2021 is 22.06%.

This was an Offer in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process in terms of Regulation 6 (1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer were available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs and such portion, the "QIB Portion"), provided that our Company, in consultation with the Book Running Lead Manager, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"), out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors ("Anchor Investor Allocation Price"), in accordance with the SEBI ICDR Regulations. 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. 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, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer shall be available for allocation to Non-institutional Bidders ("Nonb Institutional Portion") (of which one third of the Non-institutional Portion shall be reserved for Bidders with an application size between Rs.0.20 million up to Rs. 1 million and two-thirds of the Non-institutional Portion shall be reserved for Bidders with an application size exceeding Rs.1 million) and under-subscription in either of these two sub-categories of Non-institutional Portion may be allocated to Bidders in the other subcategory of Non- institutional Portion, subject to valid Bids being received at or above the Offer Price and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are mandatorily required to participate in the Offer through the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA Process. For further details, see "Offer Procedure" on page 478 of the Prospectus.

The bidding for Anchor Investor opened and closed on September 07,2023. The Company received 06 applications from 06 Anchor Investors for 47,08,620 Equity Shares. The Anchor Investor Offer Price was finalized at Rs. 211 per Equity Share. A total of 45,67,476 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs.96,37,37,436.

The Offer received 969,935 applications for 818,833,750 Equity Shares resulting in 53.78 times subscription as disclosed in the Prospectus. The details of the applications received in the Offer from Retail Individual Bidders, Non-institutional Bidders, QIBs and are as under (before technical rejections):

Final Demand

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

The Basis ofAllotment was finalized in consultation with the Designated Stock Exchange, being NSE on September 15,2023. A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBAApplications) The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs.211 per Equity, was finalized in consultation with NSE. This category has been subscribed to the extent of29.28365 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 5,328,724 Equity Shares to 76,124 successful applicants. The category- wise details of the Basis of Allotment are as under:

Please Note: 1 additional Share shall be allotted to 44 Allottees from amongst 6103 Successful Applicants from the categories 140-910 (l.e. excluding successful applicants from Category 70) in the ratio of 44:6103 B. Allotment to Non-lnstitutional Bidders (more than Rs.2 lakhs and upto 10 lakhs) (After Technical Rejections) (including ASBA Applications) The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.2 lakhs and upto Rs. 10 lakhs), who have bid at the Offer Price of Rs.211 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 85.77468. The total number of Equity Shares allotted in this category is 761,247 Equity Shares to 776 successful applicants. The category-wise details of the Basis of Allotment are as under:

Please Note: 14 additional Share shall be allotted to 52 Successful Allottees from the categories 1050 - 4690 (l.e. excluding successful applicants from Category 980) in the ratio of 1:1

Please Note: 1 additional Share shall be allotted to 39Allottees from amongst 52 Successful Allottees from the Categories 1050- 4690 (l.e. excluding successful applicants from Category 980) in the ratio of 39:52

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

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 10 lakhs), who have bid at the Offer Price of Rs. 211 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 82.75110 times. The total number of Equity Shares allotted in this category is 1,522,492 Equity Shares to 1,553 successful applicants. The category- wise details of the Basis of Allotment are as under: (Sample)

Please Note: 1 additional Share shall be allotted to 552Allottees from amongst 1553 Successful Applicants from all the categories in the ratio of 16:45

D. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have bid at the Offer Price of Rs.211 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 149.23878 times of Net QIB portion. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. Nil Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 3,044,986 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 3,044,986 Equity Shares, which were allotted to 87 successful Applicants.

E. Allotment to Anchor Investors (After Technical Rejections)

The Company, the Investor Selling Shareholder in consultation with the BRLM, have allocated 45,67,476 Equity Shares to 06 Anchor Investors (through 06 Anchor Investor Application Forms) (including domestic nil Mutual Funds through nil schemes) at an Anchor Investor Offer Price at Rs.211 per Equity Share in accordance with SEBI ICDR Regulations. This represents 60% of the QIB portion.

The Board of Directors of our Company at its meeting held on September 15,2023 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs will be issued for unblocking of funds and transfer to the Public Offer Account on September 15,2023 and the payments to non-syndicate brokers have been issued on September 18,2023. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on September18, 2023 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company will file the Listing application with NSE and BSE on September 18,2023. The Company will file the listing application for listing and trading on NSE & BSE, and trading will commence on September21,2023.

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

NOTICE TO INVESTORS

Potential Investors may note the following:

The following details related to material contracts & documents on page no. 525-526 of Red Herring Prospectus/Prospectus shall be read as follows: Material Contracts:

A.(6) Share Escrow Agreement dated August 10, 2023 & addendum to the Share Escrow Agreement dated August 31, 2023 between our Company, the Selling Shareholder, the Share Escrow Agent and the Book Running Lead Manager.

A. (7) Syndicate Agreement dated of August 09,2023 between our Company, the Selling Shareholder, the Book Running Lead Manager, the Syndicate Members and Registrar to the Issue.

Material Documents:

B. (10) Consent from CARE Advisory Research and Training Limited dated August 07,2023 to include contents or any part thereof from their report titled "Industry Research Report on Infrastructure sector in India (Roads, Construction, Water and Power Sector)" dated July, 2023 in this Prospectus; B.(11) Industry Report titled "Industry Research Report on Infrastructure sector in India (Roads, Construction, Water and Power Sector)" dated July, 2023 issued by CARE Advisory Research and Training Limited, which is a paid report and was commissioned by us pursuant to an engagement letter dated November 16, 2022 and March 27,2023 in connection with the Issue; which is available on the website of our Company at www.ems.co.in/investors.

INVESTORS PLEASE NOTE

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

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant, Serial number of the Bid cum Application form number, Bidders DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

KFIN TECHNOLOGIES LIMITED

Selenium Tower B, Plot No. 31 & 32, Gachibowli Financial District, Nanakramguda, Serilingampally, Hyderabad- 500 032Telangana, India. Telephone: +91 40 6716 2222; Email: jupiterlife.ipo@kfintech.com;

Investor grievance email: einward.ris@kfintech.com; Website: www.kfintech.com;

Contact person: M Murali Krishna; SEBI registration no: INR000000221

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 EMS LIMITED.

EMS LIMITED has filed the Prospectus dated September 13,2023 with SEBI. The Prospectus is available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e., BSE at www.bseindia.com and NSE at www.nseindia.com and is available on the websites of the BRLM, i.e. Khambatta Securities Limited at www.khambattasecurities.com. Potential 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 titled "Risk Factors" of the Prospectus. Potential investors should not rely on the DRHP filed with SEBI for making any investment decision instead shall rely on Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page 32 of the Prospectus.

The Equity Shares offered in the Offer have not been and will not be registered underthe U.S. Securities Act of 1933, as amended (the "Securities Ad") 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 Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only 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 Securities Act, "Rule 144A") in transaction not subjed to, the registration requirements of the Securities Act, and (ii) outside the United States in offshore transadions in compliance with Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdidions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.