Harsha Engineers IPO Basis of Allotment

Our Company (formerly known as Harsha Engineers International Private United and Harsha Abakus Solar Private Limited) was incorporated as a private limited company under the provisions of the Companies Act, 1956 pursuant to a certificate of incorporation dated December 11, 2010, issued by the Registrar of Companies, Gujarat Dadra and Nagar Havelli at Ahmedabad ("RoC") Subsequently, our Company's name was changed to Harsha Engineers International Private Limited pursuant to a composite scheme amalgamation and arrangement approved by Hon'ble National Company Law Tribunal,. Ahmedabad Bench vide order dated December 23, 2021 and a fresh certificate of incorporation consequent to name change was issued by the RoC, on December 31, 2021. Our Company was also converted into a public limited company and the name of our Company was changed to Harsha Engineers International Limited Afresh certificate of incorporation consequent upon conversion from private to public company was issued by the RoC. on January 1, 2022 For details of the change in the name and registered office of our Company, see "History and Certain Corporate Matters" beginning on page 166 of the Prospectus ('Prospectus').

Our Company has filed the Prospectus with SEBI as 'defined below' and the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE" and together with NSE, the "Stock Exchanges"), and the Equity Shares are proposed to be listed on the Stock Exchanges and trading is expected to commence on September 26, 2022.

INITIAL PUBLIC OFFERING OF 22,886,595 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF Rs 330 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 320 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING UP TO Rs 7,550.00 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 13,795,695 EQUITY SHARES AGGREGATING UP TO Rs 4,550.00 MILLION BY OUR COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 9,090,900 EQUITY SHARES AGGREGATING TO Rs 3,000.00 MILLION COMPRISING AN OFFER FOR SALE OF 2,022,725 EQUITY SHARES AGGREGATING TO Rs 667.50 MILLION BY RAJENDRA SHAH, 2,272,725 EQUITY SHARES AGGREGATING UP TO Rs 750.00 MILLION BY HARISH RANGWALA, 500,000 EQUITY SHARES AGGREGATING TO Rs 165.00 MILLION BY PILAK SHAH (TOGETHER REFERRED TO AS THE "PROMOTER SELLING SHAREHOLDERS"), 2,272,725 EQUITY SHARES AGGREGATING TO Rs 750.00 MILLION BY CHARUSHEELA RANGWALA AND 2,022,725 EQUITY SHARES AGGREGATING TO Rs 667.50 MILLION BY NIRMALA SHAH (TOGETHER REFERRED TO AS THE ("PROMOTER GROUP SELLING SHAREHOLDERS"). AND COLLECTIVELY WITH THE PROMOTER SELLING SHAREHOLDERS REFERRED TO AS THE "SELLING SHAREHOLDERS", AND EACH INDIVIDUALLY, AS A "SELLING SHAREHOLDER" ANO SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS. THE "OFFER FOR SALE"). THE OFFER WILL CONSTITUTE 25.14% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL THE OFFER INCLUDES A RESERVATION OF 83,610 EQUITY SHARES. AGGREGATING TO Rs 25.00 MILLION. FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) NOT EXCEEDING 5% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL ("EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". OUR COMPANY AND THE PROMOTER SELUNG SHAREHOLDERS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, OFFERED A DISCOUNT OF 9.39 % OF THE OFFER PRICE (EQUIVALENT OF Rs 31 PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT"). THE OFFER AND THE NET OFFER CONSTITUTES 25.14% AND 25.05%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

• The Offer Price, market capitalization to revenue from operations multiple and price to earnings ratio based on the Offer Price of our Company may not be indicative of the market price of the Company on listing or thereafter.

• For Fiscals 2022, 2021 and 2020, 63.02%, 65.30% and 62.66% of our revenue from operations were denominated in foreign currencies respectively. We are exposed to foreign currency exchange rate fluctuations, which may adversely affect our results of operations and cause our quarterly results and it may fluctuate significantly.

• For Fiscal 2022. Fiscal 2021 and Fiscal 2020, our top five customer groups (excluding customers' contributing to revenue from scrap sales), contributed 70.55%, 72.28%. and 72.54% of our revenue from operations, respectively. The loss of any of our major customer groups due to any adverse development or significant reduction in business from our major customer groups may adversely affect our business, financial condition, results of operations, cash flow and future prospects.

• The weighted average cost of acquisition of all Equity Shares transacted in the three years and one year preceding the date of the Red Herring Prospectus is as follows:

*The above calculation includes total investment into the equity shares of Harsha Engineers Limited (one of the transferor companies in the Scheme). It does not include Equity Shares acquired by way of gift and transmission.

• Average cost of acquisition of Equity Shares held by the Promoters and Selling Shareholders ranges from Rs 1.85 to Rs 14.32 per Equity Share and Offer Price at upper end of the Price Band is Rs 330 per Equity Share.

• The three BRLMs associated with the Offer have handled 58 public issues in the past three years, out of which 18 issues closed below the offer price on listing date.

*Issues handled where there were no common BRLMs

The Offer has been made m terms of Rule 19 (2) (b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations The Offer has been made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer was am available for allocation on a proportionate basis to Qualified Institutional Buyers (‘QIBs and such portion, the 'QIB Portion'). Our Company and the Promoter Selling Shareholders, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"), out of which one-third was reserved for domestic Mutual Funds only, subject to value Bids having been received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors (‘Anchor Investor Allocation Price'), In accordance with the SEBI ICDR Regulations. Further, 5% of the balance QIB Portion (excluding the Anchor Investor Portion) ("Net QIB Portion") was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was 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. Further, not less than 15% of the Net Offer was available for allocation to Non- Institutional l Bidders and not less than 35% of the Net Offer was available for allocation lo Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. The Equity Shares available for allocation to Non- Institutional Bidders under the Non- Institutional Portion, was subject to the following: (i) one third of the portion available to Non-Institutional Bidders was reserved for applicants with an application size of more than 0.20 million and up to Rs 1.00 million and (ii) two-third of the portion available to Non- Institutional Bidders was reserved for applicants with an application size of more than 11.00 million. Further. Equity Shares have been allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subjected to valid Bids having been received from them at or above the Offer Price All potential Bidders (except Anchor Investors) were mandatorily required to utilise 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 was blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Banks under the UPI Mechanism, as the case may be. to extent of the respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA Process For further details, see "Offer Procedure" on page 322 of the Prospectus.

The Offer received 2,651,047 banked applications for 1,267,403,760 Equity Shares including applications from Anchor Investors before technical rejections resulting in 55.38 times subscription of the shares reserved, as disclosed in the Prospectus The details of the banked applications received in the Offer from Retail Individual Investors, Non-Institutional Investors and QlBs (Including Anchor Investors) 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 of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE, on September 21, 2022

Allocation to Eligible Employees (upto Rs 2 Lacs)

Allocation to Eligible Employees (More than Rs 2 Lacs up to Rs 5 Lacs)

The IPO committee of our Company al its meeting held on September 21, 2022 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 has been dispatched to the address of the investors as registered with the depositories Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on September 21, 2022 and the payments to non-syndicate brokers have been issued on September 22, 2022. 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 September 22, 2022 for credit Into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has receded the listing and trading approval from NSE and BSE and trading will commence on September 26, 2022

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

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in.

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

Telephone: +(91) 22 4918 6200; E-mail: harshaengineers.ipo@linkintime.co.in; Investor Grievance E-mail: harshaengineers.ipo@linkintime.co.in

Website: www.linkintime.co.in; Contact Person: Shanti Gopalkrishnan; SEBI Registration No.: 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 HARSHA ENGINEERS INTERNATIONAL LIMITED (formerly known as Harsha Engineers International Private Limited and Harsha Abakus Solar Private Limited).

HARSH A ENGINEERS INTERNATIONAL LIMITED (formerly known as Harsha Engineers International Private Limited and Harsha Abakus Solar Private Limited) has filed a Prospectus dated September 19, 2022 (the "Prospectus") with the Registrar of Companies. Dadra and Nagar Haveli at Ahmedabad ("RoC") with the Securities and Exchange Board of India ("SEBI") and with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad. The Prospectus is available on the website of SEBI at www.sebi.gov.in and is available on the website of the Book Running Lead Managers, Axis Capital Limited, Equirus Capital Private Limited and JM Financial Limited at www.axiscapital.co.in, www.equirus.com and www.jmfl.com, respectively, and the websites of BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. Any potential investor should note that investment in Equity Shares involves a high degree of risk. For details, potential investors should refer to the Prospectus, including the section titled 'Risk Factors' on page 27 of the Prospectus.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the 'U.S. Securities Act') or any state securities laws in the United States, and unless so registered, 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 applicable U,S state securities laws Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made There will be no public offering of the Equity Shares In the United States.