IRM Energy IPO Basis of Allotment

IRM ENERGY LIMITED

IRM Energy Limited (the 'Company') was incorporated as a private limited company in the name of ‘IRM Energy Private Limited' under the Companies Act. 2013 and a certificate of incorporation dated December 1, 2015, was issued by the Registrar of Companies, Gujarat at Ahmedabad (‘ RoC"). Subsequently, our Company was converted from a private limited company to a public limited company and the name of our Company was changed to IRM Energy Limited' pursuant to a board resolution dated February 25.2022, and a special resolution passed by our shareholders on March 8.2022, consequent to which a fresh certificate of incorporation dated March 23, 2022, was issued by the RoC. For further details of change in name and registered office of our Company, see ''History and Certain Corporate Matters - Brief History of oc/r Company' and "History and Certain Corporate Matters - Changes in the registered office-on pages 230 and 23G. respectively of the Prospectus dated October 21, 2023 ("Prospectus")

THE COMMENCEMENT OF TRADING OF THE EQUITY SHARES OF OUR COMPANY ON THE STOCK EXCHANGES SHALL BE WITH EFFECT FROM THURSDAY, OCTOBERTHURSDAY, OCTOBER 26,2023. OUR COMPANY HAS VOLUNTARILY DECIDED FOR LISTING ON T+3 DAY (T BEING THE ISSUE CLOSING DATE) IN TERMS OF THE TIMELINES PRESCRIBED UNDER THIESCRIBED UNDER THE SEBI CIRCULAR NO. SEBI/HO/CFD/TPD1/CIR/P/2023/140 DATED AUGUST 09, 2023.

Our Company has filed the Prospectus dated October 21, 2023 with the RoC, and the Equity Shares (as defined below) are proposed to be listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and trading will commence on Thursday, October 26, 2023.

Investors may note the following:

Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,2023, the reduction of timeline for listing of equity shares in public issue from existing 6 working days ("T+6 days") to 3 working days ("T+3 days") has been made applicable in two phases i.e., (i) voluntary for all public issues opening on or after September 1,2023; and (ii) mandatory on or after December 1, 2023. As per the red herring prospectus dated October 9, 2023 ("RHP") and Prospectus dated October 21, 2023, the commencement of trading of Equity Shares on the stock exchanges was scheduled on or before October 31, 2023. However, in the interest of the Bidders, the Company has decided voluntary adoption of the timelines prescribed under the aforementioned SEBI circular. The Company has completed the requisite formalities such that the commencement of trading of Equity Shares on the Stock Exchanges shall be with effect from October 26, 2023. The indicative timelines mentioned in the section titled "Terms of the Issue - Bid/lssue Programme" on page 426 of the RHP and on page 414 of the Prospectus stands updated as below:

INITIAL PUBLIC OFFER OF 10,800,000 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF THE COMPANY FOR CASH AT A PRICE OF Rs. 505 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 495 PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING Rs. 5,443.63 MILLION (THE "ISSUE"). THE ISSUE INCLUDES A RESERVATION OF 216,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE "NET ISSUE". THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, HAS OFFERED A DISCOUNT OF 9.50% OF THE ISSUE PRICE EQUIVALENT OF Rs. 48.00 PER EQUITY SHARE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT"). THE ISSUE AND THE NET ISSUE SHALL CONSTITUTE 26.30% AND 25.78%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUIT SHARE CAPITAL OF THE COMPANY.

1. Our City Gas Distribution network can only be set up in areas where we receive authorization to operate from the Petroleum and Natural Gas Regulatory Board ("PNGRB"), accordingly, our operations are restricted to geographical boundaries and the natural gas requirements in these regions may be affected by various factors outside our control. Company is currently operating in 4 GAs. The table below sets out the revenue from operations (including excise duty, compression income and other operating revenues and excluding natural gas trading) attributable to each of our GAs:

2. Laying and commissioning of our existing and new gas distribution pipelines, minimum work permit ("MWP") targets in our Geographical Areas ("GAs"): We are required to fulfil certain MWP targets for all our GAs, including the proposed expansion. We have, in the past, suffered delays in meeting such MWP targets for all of our GAs i.e. our Banaskantha GA, Fatehgarh Sahib GA and Diu & Gir Somnath GA due to factors including COVID-19 and a delay in issuance of the necessary approvals by the relevant regulatory authorities. For details on GA wise delay, please refer Risk Factor No. 12 on page 38 of the Prospectus.

3. Supplier Concentration Risk: We are dependent on third-party gas suppliers for sourcing and transportation of natural gas and have procured 94.93% to 99.70% and 99.47% to 100.00% of the total quantity of natural gas from our top five suppliers and our top ten suppliers, respectively between the period from Fiscal 2021 to June 30, 2023. Our supply of CNG and PNG may also be affected in the event there is any disruption due to the breakdown in our suppliers' network infrastructure.

4. Customer segment concentration: We supply natural gas to two primary set of customer segments (a) CNG; and (b) PNG. Share of CNG and Industrial PNG accounted in the range of 42.74% to 69.23% and 25.74% to 54.39%, respectively, of our total operations (in terms of volume) during the period from Fiscal 2021 to June 30,2023. We have historically been reliant on our CNG and Industrial PNG supply operations and any decrease in the sales, may have an adverse effect on the business, operation, financial condition and cash flows of our Company.

5. Long gestation: We typically require 15-18 months to generate revenue in GAs. While we had received the authorization to operate from PNGRB in our Banaskantha GA and Fatehgarh Sahib GA on July 1,2016 and July 5,2016, respectively, we were only able to generate revenue from the respective GAs in July 2017 and January 2018. Similarly, we received the authorization to operate from PNGRB in the Diu & Gir Somnath GA on September 25,2018, but we started to generate revenue in February 2020.

6. Objects of the Issue (Capital Expenditure): Significant portion of the Net Proceeds will be utilised for funding capital expenditure requirements for development of the City Gas Distribution network in the GA of Namakkal and Tiruchirappalli which contributed 0.01% of the total revenue from operations in three months ended June 30,2023.

7. Pricing: The cost of natural gas for our CNG segment and PNG domestic segment is fixed under the Pricing Guidelines (including Revised Pricing Guidelines) and is also dependent on the quantum of domestic gas allocated to our Company by the Ministry of Petroleum and Natural Gas ("MoPNG"). In the event we are allocated a lower quantum of gas by the MoPNG, we have to procure natural gas from other sources, which may allocate natural gas at a higher price adversely impacting our results from operations.

8. Transporting natural aas is hazardous: Our operations are subject to the risks and hazards inherent in the business of natural gas transportation and distribution such as: (a) accidents, fires and explosions; (b) leaks or other losses of natural gas; (c) damage from third parties; (d) blowouts (uncontrolled escapes of natural gas from pipelines); (e) difficulties maintaining and extending our widespread network infrastructure; and (f) natural disasters.

9. Regulatory Risk: We are dependent on Government policies for allocation of natural gas and cost of gas supplied for our CNG and domestic PNG customers. Any reduction in allocation of natural gas or any increase in the cost of gas could adversely affect our business, reputation, operations and cash flows. The table below sets forth the volume of natural gas allocated to us in our CNG segment and our domestic PNG segment outlining our dependency on allocated natural gas for all our GAs:

10. Advancements in alternate sources of energy or the existence of cost-effective alternative fuels could adversely affect our business and results of operations. Any decrease in the prices of crude oil or other alternative fuels such that natural gas becomes a relatively expensive option for our customers, could result in a shift in customer preference to these alternative fuels.

11. Details of weighted average cost of acquisition of all Equity Shares transacted in last one (1) year, eighteen (18) months and three (3) years, preceding the date of Prospectus:

'As certified by Mukesh M. Shah & Co., Chartered Accountants, by way of their certificate dated October21, 2023.

12. The market capitalization to total income multiple, EV/EBITDA multiple, price to earnings ratio on the Cap Price and Weighted average return on net worth of our Company may not be indicative of the market price of the Equity Shares on listing or thereafter

Note: As certified by Mukesh M. Shah & Co., Chartered Accountants, by way of their certificate dated October 10,2023.

13. The total market valuation of the company considering the higher and lower price band is as follows: Rs. 20,735.14 million and Rs. 19,708.64 million, respectively.

14. The two BRLMs associated with the Issue have handled 11 public issues in the past three years, out of which 5 issues closed below the issue price on listing date.

'Issues handled where there were no common BRLMs.

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 SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBIICDR Regulations, wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs, and such portion, 'QIB Portion') and our Company, in consultation with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ('Anchor Investor Portion'). One-third of the Anchor Investor Portion 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. Further. 5% of the Net QIB Portion was available for allocation on a proportionate basis only to Mutual Funds and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors) including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion could have been added to the remaining Net QIB Portion for proportionate allocation to QIBs (other than Anchor Investors). Further, not less than 15% of the Net Issue was available for allocation to Non-institutional Bidders out of which (a) one third of such portion was reserved for applicants with application size of more than Rs. 2,00.000 and to Rs.1.000.000: and (b) two third of such portion was reserved for applicants with application size of more than Rs. 1,000,000, provided that the unsubscribed portion in either of such sub-categories could be allocated to applicants in the other sub-category of Non- Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Bidders (‘RIBs") in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Issue Price. Further. Equity Shares were allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Issue Price. All potential Bidders (except Anchor Investors) were required to mandatorily 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, if applicable, in which the corresponding Bid Amounts will be 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 "on page 421 of the Prospectus.

The bidding for Anchor Investor opened and dosed on October 17,2023. The Company received 12 applications from 8 Anchor Investors for 31,75,355 Equity Shares. The Anchor Investor Issue Price was finalized at Rs. 505 per Equity Share. A total of 31,75,200 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs.1,603,476,000.

The Issue received 10,11,459 applications for 20,98,41,303 Equity Shares (prior to rejections) (including applications from Anchor Investors) resulting in 19.43 times subscription. The details of the applications received in the Issue from various categories are as under (before rejections):

Final Demand

A summary of the final demand as per NSE and BSE as on the Bid,/Issue 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 October 23,2023.

A. Allotment to Retail Individual Bidders (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Issue Price of Rs. 505 per Equity, was finalized in consultation with NSE. This category has been subscribed to the extent of 8.96 times. The total number of Equity Shares Allotted in this category is 37,50,555 Equity Shares to 1,29,329 successful applicants. The category-wise details of the Basis of Allotment are as under

'This includes spiff over from Eligible Employee Category of 46.155 Equity Shares

B. Allotment to Non-institutional Bidders (more than 70.20 million and upto 71 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-institutional Bidders (more than Rs. 0.20 million and upto Rs. 1 million), who have bid at the Issue Price of Rs. 505 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 40.09 times. The total number of Equity Shares allotted in this category is 5,35,794* Equity Shares to 1.319 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

'This includes spill over from Eligible Employee Category of 6,594 Equity Shares

C. Allotment to Non-institutional Bidders (more than?1 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-Institutional Bidders (more than ?1 million), who have bid at the Issue Price of? 505 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 51.54 times. The total number of Equity Shares allotted in this category is 10,71,587* Equity Shares to 2,639 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

'This includes spill over from Eligible Employee Category of 13,187 Equity Shares

D. Allotment to Eligible Employees (After Rejections)

The Basis of Allotment to the Eligible Employees, who have bid at the Issue Price of ? 505 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.39 times. The total number of Equity Shares allotted in this category is 84,129 Equity Shares to 103 successful applicants. The category-wise details of the Basis of Allotment are as under

The Issue included a reservation of 2,16,000 Equity Shares, aggregating to ? 98.71 million for subscription by Eligible Employees at a price of ? 457 per Equity Share (including a discount of ? 48 per Equity Share offered to Eligible Employees) Of these, 84,129 Equity shares were allotted to 103 employees and the balance portion of 13,187 Equity Shares aggregating to ? 66.59 million (at a price of ? 505 per Equity Share) was spilled over to Retail Individual Bidders, Non-lnstitutional Bidders, and Qualified Institutional Bidders proportionately.

E. Allotment to QIBs (Excluding Anchor Investors) (After Rejections)

Allotment to QIBs (excluding anchor investors), who have bid at the Issue Price of? 505 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscnbed to the extent of 45.78 times of Net QIB portion. As per the SEBI Regulations. Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 1,09,137* Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 20,73,598'* Equity Shares on a proportionate basis . The total number of Equity Shares allotted in the QIB category is 21,82,735"* Equity Shares, which were allotted to 62 successful Applicants.

*This includes spM over from Eligible Employee Category of 3.297 Equity Shares | "This includes spill over from Eligible Employee Category of 62.638 Equity Shares \ '"This includes spin over from Eligible Employee Category of 65.935 Equity Shares F. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the BRLMs, have allocated 31,75,200 Equity Shares to 8 Anchor Investors (through 12 Anchor Investor Application Forms) (including 4 domestic Mutual Funds through 8 schemes) at an Anchor Investor Issue Price at? 505 per Equity Share in accordance with SEBI ICDR Regulations. This represents 60% of the QIB portion

The IPO committee of our Company at its meeting held on October 23, 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 for notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Issue Account on October 23, 2023 and the payments to non-syndicate brokers have been issued on October 23, 2023. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on October 25, 2023 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on October 25, 2023. The Company has received the listing and trading approval from NSE & BSE, and trading will commence on October 26, 2023.

The corrigendum ("Corrigendum") is with reference to the Prospectus filed in relation to the Issue. In this regard, the details of consents as set out in the section titled ‘Other Regulatory and Statutory Disclosures - Consents' on page 405 of the Prospectus and in the section titled *Material Contracts and Material Documents - Material Documents' on page 481 of the Prospectus, respectively, shall stand amended and be read as follows:

'Consents in writing of each of our Directors, our Company Secretary and Compliance Officer, Legal Counsel to our Company as to Indian Law, our Statutory Auditors, the Book Running Lead Managers, the bankers to our Company, the Registrar to the Issue, CRISIL Limited have been obtained: and consents in writing of the Syndicate Member. Monitoring Agency Escrow Collection Bank(s), Refund Bank(s), Public Issue Account Bank(s) and Sponsor Bank(s) to act in their respective capacities, were obtained and was filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such consents that have been obtained shall not be withdrawn up to the time of filing of the Red Herring Prospectus and this Prospectus for filing with the RoC."

‘14. Consent letters of the Directors, the Book Running Lead Managers, the Syndicate Member. Legal Counsel to our Company as to Indian Law. Advisor to our Company as to the Issue, Registrar to the Issue. Bankers to the Company, Escrow Collection Bank(s). Public Offer Bank(s), Refund Bank(s). Sponsor Bank(s), Company Secretary and Compliance Officer, to act in their respective capacities."

Investors to also please note that the date of the tripartite agreement executed amongst the Company. CDSL and the Registrar to the Issue was included as September 13, 2022 in the section titled (i) 'Other Regulatory and Statutory Disclosures' on page 403; (ii) "Terms of the Issue- Allotment only in Dematerialized Form' on page 415; and (Hi)'Material Contracts and Material Documents-Material Documents" on page 484. of the RHP. which was subsequently modified to be September 16, 2022, on pages 401, 413 and 482 of the Prospectus.

The Prospectus and the advertisement for basis of allotment shall be read in conjunction with this Corrigendum. The information in the Corrigendum supersedes the information provided in the Prospectus to the extent inconsistent with the information in the Prospectus. The Prospectus stands amended to the extent above.

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 was hosted on the website of Registrar to the Issue, Link Intime India Private Limited at www.linkintime.co.in.

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

Link Intime India Private Limited

C-101, 1" Floor, 247 Park, L.B.S. Marg Vikhroli West Mumbai- 400 083 Maharashtra, India.

Tel: +91 22 4918 6200; E-mail: irmenergy.ipo@linkintime.co.in; Investor grievance e mail: irmenergy.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 IRM ENERGY LIMITED.

IRM ENERGY LIMITED has filed a Prospectus dated October 21.2023 with the RoC The Prospectus is made available on the website of the SEBI at www.setxgov.in as well as on the website of the BRLMs i.e., HDFC Bank Limited at www.hdfcbank.com and BOB Capital Markets Limited at www.bobcaps.in. the website of the NSE at www.nseindia.com and the website of the BSE at www.bseindia.com. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please seethe section titled "Risk Factors 'beginning on page 31 of the Prospectus.

The Equity Shares 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 only outside the United States in offshore transactions as defined in, and m compliance with, Regulation S and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. This announcement does not constitute an offer of securities for sale in any jurisdiction, including the United States, and any securities described in this announcement may not be offered or sold in the United States absent registration under the U. S. Securities Act or an exemption from such registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holders and that will contain detailed information about the company and management, as well as financial statements. No public offering or sale of securities in the United States is contemplated.