R R Kabel IPO Basis of Allotment

R R KABEL LIMITED

Our Company was originally incorporated as 'Ram Ratna Agro-Plast Limited' at Mumbai, Maharashtra as a public limited company under the Companies Act, 1956, pursuant to the certificate of incorporation dated February 6,1995. issued by RoC and commenced operations pursuant to a certificate of commencement of business dated June 29.1995. Subsequently, the name of our Company was changed to R R Kabel Limited' and a fresh certificate of incorporation dated November 8.2000 was issued by the RoC. For details in relation to the changes m the name and registered office of our Company, see 'History and Certain Corporate Matters" beginning on page 235 of the prospectus dated September 15.2023 ('Prospectus')

Our Company has filed the Prospectus with the RoC on Saturday, September 16,2023 and the Equity Shares are proposed to be listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading will commence on Wednesday. September 20,2023.

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 September 6, 2023 ("RHP") and Prospectus, the commencement of trading of Equity Shares on the stock exchanges was scheduled on or before September 26, 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 WEDNESDAY, SEPTEMBER 20, 2023. The Indicative timelines mentioned in the section titled "Terms of the Offer - Bid/Offer Programme" on page 429 of the RHP and Prospectus stands updated as below:

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

INITIAL PUBLIC OFFER OF 18,986,851 EQUITY SHARES OF FACE VALUE OF Rs.5 EACH ("EQUITY SHARES") OF R R KABEL LIMITED ("COMPANY") FOR CASH AT A PRICE OF Rs. 1,035 AS PER EQUITY SHARE (INCLUDING A PREMIUM OF Rs. 1,030 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs. 19,640.10 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 1,750,043 EQUITY SHARES AGGREGATING TO Rs. 1,800.00 MILLION BY OUR COMPANY ("FRESH ISSUE") AN OFFER FOR SALE OF 754,417 EQUITY SHARES AGGREGATING TO Rs.780.82 MILLION BY MAHENDRAKUMAR RAMESHWARLAL KABRA, 754,417 EQUITY SHARES AGGREGATING TO Rs.780.82 MILLION BY HEMANT MAHENDRAKUMAR KABRA, 754,417 EQUITY SHARES AGGREGATING TO Rs.780.82 MILLION BY SUMEET MAHENDRAKUMAR KABRA, 707,200 EQUITY SHARES AGGREGATING TO Rs. 731.95 MILLION BY KABEL BUILDCON SOLUTIONS PRIVATE LIMITED, 1,364,480 EQUITY AGGREGATING TO Rs. 1,412.24 MILLION BY RAM RATNA WIRES LIMITED AND 12,901,877 EQUITY SHARES AGGREGATING TO Rs.13,353.44 MILLION BY TPG ASIA VII SF PTE. LTD. (COLLECTIVELY THE "SELLING SHAREHOLDERS") (SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE "OFFERED SHARES"). THE OFFER INCLUDED A RESERVATION OF 115,261 EQUITY SHARES, AGGREGATING Rs. 108.00 MILLION (CONSTITUTING 0.10% OF THE POST-OFFER PAID-UP EQUITYMG 0.10% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION"). OUR COMPANY AND INVESTOR SELLING SHAREHOLDER. IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, HAS OFFERED A DISCOUNT OF Rs. 98 PER EQUITY SHARE TO ELIGIBLE EMPLOYEES BIDDING UNDER THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT"). THE OFFER AND NET OFFER CONSTITUTE 16.83% AND 16.73% OF THE POST- PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

• Concentration risk: We derive most of our revenue from operations from the manufacture and supply of wires and cables segment. For Fiscals 2021,2022 and 2023 and three months ended June 30,2022 and June 30,2023, revenue from operations from our wires and cables segment amounted to Rs. 25,202.47 million, Rs.41,112.71 million, Rs.49,585.32 million, Rs.11,058.27 million and Rs.14,230.82 million, which accounted for 92.52%, 93.74%, 88.56%, 89.47% and 89.09%, respectively of our total revenue from operations in such periods.

• Dependency of raw material: Our operations are dependent upon the price and availability of the raw materials that we require for the production of our wires and cables and FMEGs. The following table sets forth the details of our total cost of materials and our consumption of copper and aluminium for the periods indicated:

• Foreign Exchange Risk: Our revenue from operations from outside India geographical segment, constituted 21.54%, 22.97%, 22.69%, 27.80% and 26.94% of our revenue from operations in Fiscals 2021,2022 and 2023 and three months ended June 30,2022 and June 30, 2023, respectively. Depreciation of the Indian Rupee against the USD, the Euro, the British Pound and other foreign currencies may adversely affect our results of operations by increasing the cost of the raw materials we import or any proposed capital expenditure in foreign currencies. We are also exposed to the concentration risk of relying on a few distributors for our distribution to the overseas markets.

• We are dependent on our five manufacturing facilities for the production of all of our wires and cables and approximately 37% of our fast moving electrical goods products (by value). Any disruption, breakdown or shutdown of our manufacturing facilities may have a material adverse effect on our business, financial condition, results of operations and cash flows.

• Working Capital & Capital Expenditure Reguirements: We have substantial capital expenditure and working capital requirements and may require additional financing to meet those requirements. For Fiscals 2021,2022 and 2023 and three months ended June 30,2022 and June 30, 2023, our capital expenditures, were Rs.463.08 million, Rs.846.26 million, Rs.1,831.07 million, Rs.853.12 million and Rs.313.90 million, respectively. For Fiscals 2021, 2022 and 2023 and three months ended June 30,2022 and June 30,2023, our working capital, were Rs.6,686.91 million, Rs.8,123.44 million, Rs.8,465.44 million, Rs.7,940.83 million and Rs.9,002.37 million, respectively.

• Competition Risk: We face significant competition in our business from other manufacturers and suppliers of cables and wires and fast moving electrical good products. The wires and cables and fast moving electrical good industries are highly competitive with the presence of many national and regional players (manufacturers, traders, suppliers and importers etc.), competing on the basis of factors such as products, price, customer service, post sales services, quality and delivery.

• Loss in Fast Moving Electric Good Business: For Fiscals 2021, 2022 and 2023 and three months ended June 30,2022 and June 30,2023, the fast moving electrical good segment loss before tax and interest amounted to Rs. (300.64) million, Rs. (298.41) million, Rs.(695.30) million, ^(148.78) million and Rs. (169.53) million, respectively. We expect our fast moving electrical good business to continue to be operated at a loss and we may not be able to achieve and sustain profitability.

• Market Risk: 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 there after.

Note:

1 Market capitalization has been computed as the product of number of shares outstanding assuming full subscription to Gross Offer with the floor price or cap price, as applicable

2 Revenue from Operations is provided for the Financial Year, 2023.

3 P/E Ratio has been computed based on the floor price or cap price, as applicable, divided by the diluted EPS for the financial year ended 2023.

• Weighted Average Return on Net Worth for Fiscals 2023,2022 & 2021 is 14.78%.

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

• Weighted average cost of acquisition, floor price and cap price

Note: As certified by the Independent Chartered Accountant, by way of their certificate dated September 7,2023.

Rs. Since there were no secondary transactions involving our Promoters, members of the Promoter Group, Selling Shareholders or shareholders with right to nominate directors on our Board, excluding gifts, 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 the last 18 months preceding the date of the Red Herring Prospectus, in a single transaction or multiple transactions combined together over a span of rolling 30 days, the information has been disclosed for price per share of our Company based on the last five transactions secondary transactions (where promoter/promoter group entities or Selling Shareholders or shareholder(s) having the right to nominate director(s) on the Board), are a party to the transaction, not older than three years prior to the date of the Prospectus irrespective of the size of the transaction

• Average cost of acquisition of Equity Shares held by the Promoters and Selling Shareholders ranges from rs.0.62 to rs.270.08 per Equity Share and Offer Price at upper end of the Price Band is rs.1,035 per Equity Share.

• The four BRLMs associated with the Offer have handled 61 public issues in the past three years, out of which 20 issues closed below the offer price on listing date.

Rs. lssues handled where there were no common BRLMs

This Offer was made 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. The Offer was made in accordance with Regulation 6(1) of the SEBI ICDR Regulations and through the Book Building Process wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs", and such portion, the "QIB Portion "). Our Company and the Investor Selling Shareholder in consultation with the Book Running Lead Managers, 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"), out of which at least one-third was made available for allocation to domestic Mutual Funds only, subject to valid Bids having been received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made 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 Offer Price. Further, not less than 15% of the Net Offer was made available for allocation to Non-lnstitutional Bidders such that: (a) one-third of the portion available to Non-lnstitutional Bidders was reserved for applicants with an application size of more than Rs. 0.20 million and up to Rs. 1.00 million, and (b) two-thirds of the portion available to Non-lnstitutional Bidders was reserved for applicants with an application size of more than Rs. 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-lnstitutional Bidders, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer were available for allocation to Retail Individual Bidders ( "RIBs ") in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Pnce. 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 Offer Price. All Bidders, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount (‘ASBA') process by providing details of their respective bank account (including UPI ID (as defined hereinafter) in case of UPI Bidders) which was blocked by the SCSBs or the Sponsor Banks as applicable, to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure" beginning on page436of the Prospectus.

The bidding for Anchor Investor opened and closed on Tuesday. September 12, 2023. The company received 54 applications from 35 anchor investors (including 14 mutual funds through 35 Mutual Fund schemes) for 61,45,048 equity shares. The Anchor Investor Offer Price was finalized at Rs. 1035/- per Equity Share. A total of 56,58,201 shares were allocated under the Anchor Investor Portion aggregating to Rs. 5,85,62,38,035.00.

The Offer received 8,62,849 applications for 25,51,99,350 Equity Shares (prior to rejections) resulting in 13.4408 times subscription. The details of the applications received in the Offer from various categories are as under: (before rejections):

Final Demand

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

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on September 16.2023.

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

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs. 1,035 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 2.0508 times. The total number of Equity Shares Allotted in Retail Portion is 66,05,518 Equity Shares to 4,71,822 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

Including Spillover of 461 Equity Shares from Eligible Employee category

B. Allotment to Non-lnstitutional Bidders (more than Rs. 0.20 million and up to Rs. 1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 0.20 million and up to Rs. 1.00 million), who have bid at the Offer Price of Rs. 1,035 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 8.2939 times. The total number of Equity Shares allotted in this category is 9,43,646 Equity Shares to 4,814 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Includes spillover of 66 Equity Shares from Eligible Employee Category.

C. Allotment to Non-lnstitutional Bidders (more than Rs. 1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 1.00 million), who have bid at the Offer Price of Rs. 1,035 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 15,0234 times. The total number of Equity Shares allotted in this category is 18,87,291 Equity Shares to 9,629 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Includes spillover of 132 Equity Shares from Eligible Employee Category.

D. Allotment to Employee Reservation (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employee Portion, who have bid at the Offer Price net of Employee Discount i.e. Rs. 937 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.9874 times. The total number of Equity Shares allotted in this category is 1,13,806 Equity Shares to 625 successful applicants. The category-wise details of the Basis of Allotment are as under:

The Employee Reservation was for Rs. 108.00 million as mentioned in the Prospectus representing 1,15,261 Equity Shares at the price of Rs. 937 per Equity Share net of Employee Discount The Unsubscribed portion of Rs. 1.36 million representing around 1.455 Equity Shares at Rs. 937 per Equity Share, translating to around 1.317 Equity shares at the Offer Price ofRs. 1.035 per Equity Share has been spilled over to QIB Portion. Non- Institutional Portion and Retail Portion in the ratio of 50:15:35. The balance 138 Equity Shares cannot be allocated to any category, since the Fresh Issue is aggregating toRs. 1800.00 million.

E. Allotment to QIBs

Allotment to QIBs, who have Bid at the Offer Price of Rs. 1,035 per Equity Share, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 52,3702 times of QIB Portion. As per the SEBI Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 1,88,913 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 35,89,338 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion (including Mutual Funds) is 37,78,251 Equity Shares, which were allotted to 122 successful QIB Bidders (including Mutual Funds). The category-wise details of the Basis of Allotment are as under:

Includes spilled over of658 Equity Shares from Eligible Employee Category.

F. Allotment to Anchor Investors

The Company, in consultation with the BRLMs, have allocated 56,58,201 Equity Shares to 35 Anchor Investors (through 54 Application Forms) at the Anchor Investor Offer Price of Rs. 1,035 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company on September 16, 2023 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and the Board of Directors of our Company on September 18, 2023 has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-lntimations and/or notices have been dispatched to the 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 Offer Account have been issued on September 17,2023 and payment 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 September 18, 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 BSE and NSE on September 18, 2023. The Company has received listing and trading approval from BSE and NSE and the trading will commence on September 20, 2023.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as asenbed 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 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 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. 1st Floor, 247 Park, L.B.S Marg. Vikhroli (West). Mumbai - 400 083, Maharashtra. India
	Tel: +91-022-810 811 4949
	E-mail: rrkabel.ipo@linkintime.co.in
	Website: www.linkintime.co.in
	Investor grievance Id: rrkabel.ipo@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 R R KABEL LIMITED.

R R KABEL LIMITED has filed the Prospectus with RoC. The Prospectus is available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of of India Limited at www.bseindia.com and www.nseindia.com. respectively, and is available on the websites of the BRLMs, i.e. Axis Capital Limited, Citigroup Global Markets India Private Limited, HSBC Securities and Capital Markets (India) Private Limited and JM Financial Limited at www.axiscapital.co.in, www.online.citibank.co.in/rtitm/citigroupglobalscreen1.htm,   https://www.business.hsbc.co.ia/en-gb/regulationsyhsbc-securities-and-capital-market   and www.jmfl.com, respectively. Any 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 entitled Risk Factors' on page 28 of the Prospectus.

This announcement is not an offer of securities for sale in the United States or elsewhere. This announcement has been prepared for publication in India only and is not for publication or distribution, directly or indirectly, in or into the United States. 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 ") and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction in not subject to, the registration requirements of the U.S. Securities Act. Accordingly, the Equity Shares are only being offered and sold (a) within the United States solely to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act. and (b) outside the United States in "offshore transactions' as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.