IPO CASE STUDY ON JAYPEE INFRATECH LTD.

SUBMITTED BYMANISHA V 09MBI028 SHATAKSHI D 09MBI058 VIRTI VORA 09MBI064 MANISHA.K 12MBA0097

JAYPEE INFRATECH
Jaypee Infratech is the Indian infrastructure development company engaged in the development of the Yamuna Expressway and related real estate projects. The Company, which is part of the Jaypee Group, was incorporated on April 5, 2007 as a special purpose company to implement the Concession. It holds the Concession from the YEA to develop, operate and maintain the Yamuna Expressway in the state of Uttar Pradesh, connecting Noida and Agra. The Concession also provides for the right to develop 25 million square metres (approximately 6,175 acres) of land along the Yamuna Expressway at five locations forresidential, commercial, amusement, industrial and institutional purposes. The business model consists of earning revenues from traffic and related facilities on the expressway during the 36-year Concession period and development of associated real estate pursuant to the Concession. The Yamuna Expressway which is a 165-kilometre access-controlled six-lane concrete pavement expressway along the Yamuna river, with the potential to be widened to an eight-lane expressway. It has also initiated development of Noida land parcel and are presently developing an aggregate 24.34 million square feet of saleable area across five residential projects and one commercial project, which were approximately 88% sold on a square foot basis as of March 31, 2010. These projects were launched between November 2008 and February 2010 and are expected to be completed by 2013. Based on the restated audited financials of the Company for the year ended March 31, 2009, the total revenues were Rs. 5,562.57 million and the restated net profit after tax was Rs. 2,667.31 million. In the nine months ended December 31, 2009 the total revenues were approximately Rs. 5,330.19 million and the estated net profit after tax was approximately Rs. 3,988.52 million. The Company expects to earn toll and other expressway-related revenues from the Yamuna Expressway started in Fiscal 2012.

THE JAYPEE GROUP:

JAL, which is part of the Jaypee Group, owns 99.1% of the Equity Shares. JAL is the flagship company of the Jaypee Group. The Jaypee Group is a diversified infrastructure conglomerate in India with interests in the areas of civil engineering and construction, cement, power, real estate, expressways, hospitality, golf courses and education. JAL has over 40 years of experience in the

civil engineering and construction sectors in India, as a well-known construction company or as a member of consortia and joint ventures. In particular, JAL has a strong project implementation track record as a hydroelectric power construction company and has participated in projects that have added 8,840 MW of hydroelectric power capacity to the national power grid from calendar year 2002 through calendar year 2009. JAL was awarded the Concession by the YEA. Subsequently, the Company was incorporated in 2007 as a special purpose company pursuant to the Concession Agreement and JAL transferred the Concession to the newly formed Company. Jaypee Infratech believes that it benefits from JALs expertise for the design, development and completion of the Yamuna Expressway Project, as well as from its experience in the conceptualization, design, development, construction and operation of large projects. In particular, the Jaypee Group provides the firm with design and engineering services (including with respect to toll plazas and the toll system), the selection, engagement and oversight of consultants and subcontractors and certain building materials in connection with the planned Yamuna Expressway.

BOARD OF DIRECTORS: THE FOUNDER (CHAIRMAN):

Mr. Jaiprakash Gaur, the founder of the Jaypee Group, and has been the director of jaypee infratech since September, 2007 , he has been associated with the construction industry for over 52 years. He is an alumnus of the University of Roorkee (now the Indian Institute of Technology, Roorkee). Mr. Jaiprakash Gaur has spearheaded the growth of the Jaypee Group. Mr. Manoj Gaur, 45 years, is the Director since April, 2007. He holds a bachelors degree in civil engineering from the Birla Institute of Technology and Sciences, Pilani. He has around 22 years of experience in the industry, concentrating on corporate and finance matters. He has been associated with the implementation and operation of JALs cement plants in Rewa and Bela in the state of Madhya Pradesh and has been instrumental in setting up the marketing network of JAL. Mr. Manoj Gaur has been associated with various activities of the Jaypee Group including engineering, construction, hydro power,cement, real estate, information technology, hospitality and educational initiatives.

Mr. Sameer Gaur, 38 years, is the Director since April, 2007. He holds a masters degree in business management from the University of Wales, U.K. He is accredited with management experience of over 14 years. Prior to being appointed as a Director of the Company, he was a whole-time director of the Promoter, JAL. He has also worked on significant projects of JAL such as the Sardar Sarovar Project in Gujarat and the Dulhasti and Bagliharhydroelectric projects in Jammu and Kashmir. Ms. Rita Dixit, 43 years, is the Director since April, 2007. She is a chartered accountant and has over 18 years of experience in the field of accounts, finance, sales and marketing operations. She had also been nominated as a government nominee on the Central Council of the Institute of Company Secretaries of India by the Ministry of Corporate Affairs, GoI.

RELATIONSHIPS BETWEEN THE DIRECTORS:

Except as stated here in below, none of the Directors are related to each other.

According to Articles of Association(AOA), the Company is required to have not less than three Directors and not more than 20 Directors. Currently the Board comprises 20 Directors, of which the Chairman of the Board is a non-executive and non independent director, and in compliance with the requirements of Clause 49 of the listing agreement, the Company has seven executive Directors and 13 non-executive Directors on the Board, of whom 10 are independent Directors. In terms of the Clause 49 of the Listing Agreement, the Company has constituted the following committees: Audit Committee; Shareholders/ Investors Grievance, Share Allotment and Share Transfer Committee; Remuneration Committee; and IPO Committee

AUDIT COMMITTEE
The audit committee was constituted by the Board at its meeting held on September 10, 2007 and was reconstituted on November 16, 2009 (Audit Committee). The Audit Committee

comprises: Name of the Directors (Designation) Mr. M.J. Subbaiah (Chairman), Mr. Anand Bordia (Member), Mr. Basant Kumar (Goswami Member).

SHAREHOLDERS/ INVESTORS GRIEVANCE, SHARE ALLOTMENT AND SHARE TRANSFER COMMITTEE

The Shareholders/ Investors Grievance, Share Allotment and Share Transfer Committee was constituted by the Board at its meeting held on November 16, 2009. The committee comprises: Name of the Directors (Designation) Mr. Sunil Kumar Sharma (Chairman), Mr. Sachin Gaur (Member), Mr. Sameer Gaur (Member).

REMUNERATION COMMITTEE
The remuneration committee was constituted by the Board at its meeting held on September 10, 2007 and was reconstituted on November 16, 2009 (the Remuneration Committee). The Remuneration Committee comprises: Name of the Directors (Designation) Dr. Ramesh C.Vaish (Chairman), Mr. Sunil Kumar Sharma (Member), Mr. Subhash Chandra Bhargava (Member).

IPO COMMITTEE:
The IPO committee was constituted by the Board at its meeting held on November 16, 2009 (IPO Committee). The IPO Committee comprises: Name of the Directors (Designation), Mr. Om Prakash Arya (Chairman), Mr. Anand Bordia (Member), Mr. Sachin Gaur (Member), Ms. Rita Dixit (Member)

THE PROMOTER
The Companys promoter, since its inception, is Jaiprakash Associates Limited.. JAL is the flagship company of the Jaypee Group (Group). The Group is a diversified infrastructure conglomerate based in India with significant interests in the areas of civil engineering and construction, cement, power, real estate and expressways, hospitality and golf courses and is also associated with a number of charitable and non-profit causes. The consolidated turnover of JAL for the fiscal year ended March 31, 2009 was Rs. 49,674.7 million.

PAYMENT OR BENEFIT TO THE PROMOTER JAL:

Except as stated in the section titled Financial Information Annexure XIIIA on page F-31, there has been no payment of benefits to the Promoter during the two years prior to the filing of this Prospectus. Further, the Company has entered into a contract for execution of various aspects of the Yamuna Expressway Project with the Promoter. This comprises of a works contract with JAL (as amended) for implementation of the Yamuna Expressway project on a cost plus basis, and as part of the Objects of the Issue, the Company proposes to make payments to JAL in terms of the aforesaid contract, including from the Issue proceeds, and

services agreement with JAL pursuant to which it conducts or coordinates through subcontractors almost all aspects of our real estate developments including concept planning, construction and sales and marketing services.

REASONS FOR IPO:

The activities for which funds are being raised by our Company through this Issue, after deducting the proceeds from the Offer for Sale: (i) to partially finance the Yamuna Expressway Project; and (ii) general corporate purposes. In addition, the Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges. The main objects clause of the Memorandum enables the Company to undertake the existing activities of Company and the activities for which funds are being raised by the Company through this Issue.

I.

YAMUNA EXPRESS HIGHWAY

The Promoter of Jaypee infratech JAL had entered into the Concession Agreement with the YEA for the Yamuna Expressway Project. By virtue of an Assignment Agreement dated October

19, 2007 the Concession Agreement has been assigned in favour of the Company with effect from October 19, 2007. Further, by way of a Project Transfer Agreement dated October 22, 2007 between the Promoter and Jaypee Infratech the assets and liabilities of Yamuna Expressway Project were transferred on as is basis in favour of the Company. As per the provisions of the Concession Agreement, the Company is required to arrange finances, design, engineer, construct, operate and maintain the Yamuna Expressway. The Company had expected to complete the construction of the Yamuna Expressway by 2011. The total cost of the Yamuna Express way Project has been estimated at Rs. 97,392.90 million by the Company. A summary of the cost break-up of the Yamuna Expressway Project and the amount deployed by the Company as of March 31, 2010 is as below:

FUNDING ARRANGEMENTS AND MEANS OF FINANCE.

As Discussed before apart from IPO the company has arranged various means to meet its financial requirements for completion of YEA project: The total cost of the Yamuna Expressway Project is estimated at Rs. 97,392.90 million by our Company: Out of the total cost of Rs. 97,392.90 million of Yamuna Expressway Project, Rs. 15,000.00 million is proposed to be financed through the proceeds from the Fresh Issue. Debt: As of March 31, 2010, of the total amount of Rs. 52,210.00 million drawn down from the banks/financial institutions,out of which Rs. 42,690.46 million has been

deployed towards part financing the Yamuna Expressway Project as certified by the Auditor by their certificate dated April 30, 2010

Equity contributions from contribution have been

JAL: To the extent of Rs. 12,500.00 million, equity

received from JAL, BCCL and Jaypee Group Employees

Welfare Trust for the Yamuna Expressway Project. Contribution from Real Estate Development: Contribution from real estate development primarily comprises of sale of undeveloped land, developed plots and built up properties. As of March 28, 2010, the company has received Rs. 22,874.07 million from the real estate development of which Rs. 9,892.90 million has been deployed to part finance the Yamuna Expressway Project as certified by the Auditor by their certificate dated April 30, 2010.

II.

GENERAL CORPORATE PURPOSES

Rs. 15,000.00 million from the Net Proceeds will be first utilized towards part financing the Yamuna Expressway Project. The balance is proposed to be utilized for general corporate purposes, including strategic initiatives, brand building exercises and strengthening of companys marketing capabilities.

RISK FACTORS:
Internal Factors: They were a newly-formed company with limited history and are subject to all of the business risks and uncertainties associated with any newly operating business. They were a special purpose company formed to develop the Yamuna Expressway Project, and are subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that they may not achieve their objectives and that the value of investment in the Equity Shares could decline substantially. They were largely dependent on our Promoter, JAL, for execution and marketing of their projects and for financial support. Discontinuance of such arrangements could adversely affect their operations and financial condition.

The company was largely dependent on, their Promoter for financial support and execution expertise with respect to our projects under implementation and planned projects. Going forward there is no assurance their Promoter and other Jaypee Group companies will continue to provide them with the same degree of financial and other support and services at reasonable costs. Discontinuance of such arrangements could adversely affect our operations and financial condition. The projects are subject to physical hazards and similar risks that could expose them to material liabilities, loss in revenues and increased expenses. While dealing with any project there are always anticipated or unforeseen risks that may come up due to adverse weather conditions, geological conditions, and other reasons. Additionally, their operations were subject to hazards inherent in providing engineering and construction services, such as risk of equipment failure, work accidents, etc. The liabilities and costs associated with these could have a material adverse effect on our business, results of operations and financial condition The Yamuna Expressway under development faced competition from other roads. The Concession to develop Yamuna Expressway was based on a toll structure and their revenues are dependent on the volume of traffic on the expressway, as well as the amount of toll levied on each user. While the YEA has agreed to allow them to operate this stretch exclusively for 36 years, this was subject to competition from other roads. They could not assure you that the Yamuna Expressway under development was able to compete effectively against other roads that serve the same locations. External Factors: The business was heavily dependent on economic growth in India, particularly in the NCR and Uttar Pradesh. All of the companys operations were geographically concentrated in the NCR and Uttar Pradesh. Their business was therefore significantly dependent on the general economic condition of Uttar Pradesh and the NCR, in addition to the central, state and local government policies, to the extent they affect our Yamuna Expressway Project.

They suffered uninsured losses or experience losses exceeding our insurance limits. The projects suffered physical damage from fire or other causes, resulting in losses, including loss of rent, which was not fully compensated by insurance. In addition, there were certain types of losses, such as those due to floods, other natural disasters, terrorism or acts of war, which might be uninsurable or were not insurable at a reasonable premium. The proceeds of any insurance claim were insufficient to cover rebuilding costs as a result of inflation, changes in building regulations, environmental issues as well as other factors.

Their projects were subject to a number of contingencies which could delay or prevent their completion or adversely affect our returns from our project. Inadequate performance by sub-contractors or lack of competent construction companies etc could delay the completion and cause an increase in the costs. Hence they adversely affect the returns.

The extent and reliability of Indian infrastructure adversely impacted their results of operations and financial conditions. Any deterioration of India's physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies, and add costs to doing business in India. These problems could interrupt our business operations, which may have a material adverse effect on our results of operations and financial condition.

Issue Open: Apr 29, 2010 - May 04, 2010 Issue Type: 100% Book Built Issue IPO Issue Size: 162,933,497 Equity Shares of Rs. 10 Issue Size: Rs. 1,650.00 Crore Face Value: Rs. 10 Per Equity Share Issue Price: Rs. 102 - Rs. 117 Per Equity Share Market Lot: 50 Shares Minimum Order Quantity: 50 Shares Listing At: BSE, NSE

IPO GRADING / RATING

ICRA and CARE has assigned an IPO Grade 3 to Jaypee Infratech Ltd IPO. This means as per ICRA and CARE company had 'Average Fundamentals'. ICRA and CARE assigned IPO grading on a scale of 5 to 1, with Grade 5 indicating strong fundamentals and Grade 1 indicating poor fundamentals.

MONITORING AGENCY
The Company had appointed IDBI Bank Limited, as the monitoring agency in relation to the Issue.

BOOK BUILDING PROCESS:

Pursuant to the SEBI Regulations, this being an Issue for less than 25% of the post-Issue share capital, was being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs). If at least 60% of the Net Issue could be Allotted to QIBs, then the entire application money would be refunded forthwith. In addition, a minimum of two million securities are being offered to the public and the size of the Net Issue shall aggregate to at least Rs. 1,000 million. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion was available for allocation on a proportionate basis to QIBs, subject to valid Bids received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds was less than 6,069,586 Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion was added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids. The Company and the Selling

Shareholder, in consultation with the Book Running Lead Managers, decided not to proceed with allocating a portion of the QIB Portion to Anchor Investors Further, not less than 10% of the Net Issue should be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue should be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids received from them at or above the Issue Price. Further, up to 22,479,949 Equity Shares was available for allocation on a proportionate basis to the Eligible Shareholders, subject to valid Bids received from them at or above the Issue Price. Any Bidder, other than a QIB, participated in this Issue though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts was blocked by the SCSBs.

BOOK RUNNING LEAD MANAGERS

Morgan Stanley India Company Private Limited, DSP Merrill Lynch Limited, Axis Bank Limited, Enam Securities Private Limited and ICICI Securities Limited were the book running lead managers.

SYNDICATE MEMBERS
Sharekhan Limited, SBI Cap Securities Limited, JM Financial Services Private Limited, Kotak Securities Limited were the syndicate members.

REGISTRAR TO THE ISSUE

IDFC SSKI Limited, JM Financial Consultants Private Limited, Kotak Mahindra Capital Company Limited, SBI Capital Markets Limited and Karvy Computershare Private Limited were the registrar to the issue.

BANKERS TO COMPANY
ICICI Bank Limited Axis Bank Limited, The Jammu & Kashmir Bank Limited, Punjab National Bank and Dena Bank were the bankers to the company.

DETAILS OF UNDERWRITERS:
Morgan Stanley India Company Private Limited, DSP Merrill Lynch Limited, Axis Bank Limited, Enam Securities Private Limited, ICICI Securities Limited, IDFC Capital Limited, JM Financial Consultants Private Limited, Kotak Mahindra Capital Company Limited, SBI Capital Markets Limited, JM Financial Services Private Limited, Kotak Securities Limited were the underwriter and indicated number of equity was 103,407,771.00 and amount underwritten in million was Rs. 10,238.04

FLOOR PRICE AND CAP PRICE:

This was the first public issue of the Issuer, there was no formal market for their Equity Shares. The face value of the equity shares of their Company was Rs. 10 and the Floor Price was 10.2 times of the face value and the Cap Price was 11.7 times of the face value. The Issue Price as determined by the Company and the Selling Shareholder, in consultation with Book Running Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process and as stated in the section titled Basis for the Issue Price should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares were listed. No assurance could be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares would be traded after listing. The Floor Price of the Equity Shares was Rs. 102 per Equity Share and the Cap Price was Rs. 117 per Equity Share. At any given point of time there was only one denomination of Equity Shares, subject to applicable law. The Price Band and the minimum bid lot was actually decided by the Company and the Selling Shareholder in consultation with the Book Running Lead Managers, including the relevant financial ratios computed for both the Cap Price and the Floor Price and was published at least two Working Days prior to the Bid/Issue Opening Date in English and Hindi national newspapers, (i.e., Financial Express-all editions (Ahmedabad, Bangalore, Mumbai, Kolkata, Chandigarh, Kochi, New Delhi, Hyderabad, Lucknow, Chennai and Pune) and Jansatta-all editions (Kolkata, Chandigarh, New Delhi, Lucknow) respectively on April 24, 2010), each with wide circulation.

The company and the selling shareholder, in consultation with the BRLM, reserved the right to revise the Price Band during the Bidding Period in accordance with the SEBI Regulations provided that the Cap Price should not be more than 120% of the Floor Price. Subject to compliance with the above mentioned condition, the Floor Price could move up or down to the extent of 20% of the Floor Price advertised at least two Working Days before the Bid/Issue Opening Date.

NUMBER OF SHARES THEY WANTED TO ISSUE AND MAXIMUM AMOUNT REQUIRED OUT OF IPO:
Public Issue aggregating up to Rs. Up to 224,799,496 Equity Shares 22,620 million Of which: Offer for Sale 60,000,000 Equity Shares

Fresh Issue aggregating up to Rs. Up to 164,799,496 Equity Shares 16,500 million Of which: Shareholders Reservation Portion(1) Net Issue Of which: QIB Portion/Net QIB Portion(2 Of which: Mutual Fund Portion 6,069,586Equity Shares Balance for all QIBs including Mutual 115,322,143Equity Shares Funds Non-Institutional Portion Not less than 20,231,954 Equity Shares Retail Portion Pre and post-Issue Equity Shares Equity Shares outstanding prior to the Issue 1,226,000,000 Equity Shares Equity Shares outstanding after the 1,390,799,496 Equity Shares Issue Not less than 60,695,864 Equity Shares At least 121,391,729Equity Shares Up to 22,479,949 Equity Shares Up to 202,319,547 Equity Shares

The issue of up to 224,799,496 Equity Shares for cash was at a price of Rs. 102 per Equity Share (including a share premium of Rs. 92 per Equity Share) aggregating up to Rs. 22,620 million consisting of a fresh issue of up to 164,799,496 Equity Shares by the Company at the Issue Price aggregating up to Rs. 16,500 million and an offer for sale of 60,000,000 Equity Shares by the Selling Shareholder. The Issue included a reservation of up to 22,479,949 Equity Shares for the Eligible Shareholders. The Issue constituted up to 16.20% of the fully diluted post-Issue paid-up capital of our Company and the Net Issue constituted up to 14.50% of the fully diluted post-Issue paid-up capital of our Company. The book value per equity share of the Company was Rs. 15.53 as at December 31, 2009. The average cost of acquisition of Equity Shares by the Promoter was Rs. 10. The average cost of acquisition of Equity Shares by our Promoter was Rs. 10 which was calculated on the basis of the average of amounts paid by it to acquire the Equity Shares currently held by it. According to industry sources, listing price was fixed at the lower end of the price band. "In this way, the company wanted to raise about Rs. 2,261 crore from the IPO. Through this public issue, the company had planned to raise between Rs. 2,262 crore and Rs. 2,352 crore. However, Jaypee Infratech will receive only Rs. 1,650 crore out of the total proceeds and the balance went to its holding company, JP Associates Ltd (JAL). Jaypee Infratech planed to utilise Rs.1,500 crore of the IPO proceeds in the development of the Yamuna Expressway.

OPENING AND CLOSING DATE OF BID/ ISSUE:

Bid/Issue Closing Date: Except in relation to Anchor Investors, the date after which the members of the Syndicate and SCSBs did not accept any Bids, which was date notified in an English national daily newspaper, a Hindi national daily newspaper and a regional daily newspaper, each with wide circulation and in case of any revision, the extended Bid/Issue Opening Date also was notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI Regulations.

Bid/Issue Opening Date:

Except in relation to Anchor Investors, the date on which the

members of the Syndicate and SCSBs started accepting Bids, which was notified in an English national daily newspaper, a Hindi national daily newspaper and a regional daily newspaper, each with wide circulation and in case of any revision, the extended Bid/Issue Closing Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI Regulations BID/ISSUE OPENING DATE: THURSDAY, APRIL 29, 2010 BID/ISSUE CLOSING DATE: TUESDAY, MAY 4, 2010 .Bids and any revision in Bids were only accepted between 10:00 a.m. and 5:00p.m. IST during the Bidding Period except in the case of Anchor Investors. The Bids was accepted at the bidding centers mentioned in the Bid cum Application form . In case the bid was submitted through ASBA account the bid was accepted through the designated braches of the SCSB between 10:00 a.m. and 3:00 p.m. except on the closing date. The bids was uploaded until (i) 4.00 p.m. in case of Bids by QIBs bidding in the Net QIB Portion, Non-Institutional Bidders where the Bid Amount was in excess of Rs. 100,000 and by Eligible Shareholders Bidding under the Shareholders Reservation Portion (ii) 5.00 p.m. in case of Bids by Retail Individual Bidders, where the Bid Amount was up to Rs. 100,000, which was extended up to such time as deemed fit by the Stock Exchanges after taking into account the total number of applications received up to the closure of timings and reported by Book Running Lead Managers to the Stock Exchanges within half an hour of such closure. As there was only limited time available for uploading the bill on closing date, the Bidders, except Anchor Investors, were advised to submit their Bids one day prior to the closing date before 3:00 p.m. IST on this date. Bidders kept in mind the fact that, typically, in case of Public Offerings in India, a large number of Bids were received on the Bid/Issue Closing Date and therefore some bids were not uploaded due to lack of sufficient time. Such bids that could not be uploaded wasbe considered for allocation under this issue. Bids will only be accepted on Working Days.

In case there was any discrepancy in the data entered in the electronic book when compared to the physical form, the details as per physical application form of the Bidder was taken as the final data for the purpose of allotment. In case of discrepancy in the data entered in the electronic book in comparison to the data contained in the physical or electronic ASBA Form, for a particular ASBA Bidder, the Registrar to the Issue asked the relevant SCSB for rectified data. On the Bid/Issue Closing Date, extension of time was granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of timings for acceptance of Bid cum Application Forms and ASBA Form and reported by the Book Running Lead Managers to the Stock Exchange within half an hour of such closure. The Company and the Selling Shareholder, in consultation with the Book Running Lead Managers, reserved the right to revise the Price Band during the Bidding Period in accordance with the SEBI Regulations provided that the Cap Price should not be more than 120% of the Floor Price. If it complied with the above mentioned conditions, the Floor Price moved up or down to an extent of 20% of the floor price advertised at least two working days before the opening date. In case of revision of the Price Band, the Bidding Period was extended for three additional Working Days after revision of Price Band subject to the Bidding Period not exceeding 10 Working Days.

MAXIMUM AND MINIMUM BID SIZE

a) For Retail Individual Bidders: The Bid was for a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter, so as to ensure that the Bid Amount payable by the Bidder did exceed Rs. 100,000. In case of revision of Bids, the Retail Individual Bidders had to ensure that the Bid Amount did not exceed Rs. 100,000. Where the Bid Amount was over Rs. 100,000, due to revision of the Bid or revision of the Price Band or on exercise of the option to Bid at Cut-off Price, the Bid would be considered for allocation under the Non-Institutional Portion. The Cut-off Price option was given only to Retail Individual Bidders where the Bid

Amount did not exceed Rs. 100,000, indicating their agreement to the Bid and to purchase the Equity Shares at the Issue Price as determined at the end of the Book Building Process. b) For Non-Institutional Bidders and QIB Bidders: The Bid was for a minimum of such number of Equity Shares such that the Bid Amount exceeded Rs. 100,000 and was a multiple of 50 Equity Shares. A Bid could be submitted for more than the Net Issue size. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them under applicable laws. Under the SEBI Regulations, a QIB Bidder could not withdraw its Bid after the Bid/Issue Closing Date and was required to pay the QIB Margin Amount upon submission of the Bid. c) For Shareholders Reservation Portion: The Bid was for a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter. The maximum Bid in this category not to exceed 50 Equity Shares. Bidders in the Shareholders Reservation Portion applied for a maximum Bid in any of the bidding options not exceeding Rs. 1,00,000 may bid at Cut-off Price. However, the maximum Bid by an Eligible Shareholder could not exceed Rs. 263.02 million. Eligible Shareholders bidding in the Shareholders Reservation Portion could not bid in the Net Issue. Further, Eligible Shareholders bidding in the Shareholders Reservation Portion could not avail Retail Discount. In case of revision in Bids, the Non-Institutional Bidders, who were individuals, had to ensure that the Bid Amount was greater than Rs. 100,000 for being considered for allocation in the Non- Institutional Portion. In case the Bid Amount reduced to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band, Bids by Non-Institutional Bidders who were eligible for allocation in the Non-Institutional Portion would be considered for allocation under the Retail Portion. Non-Institutional Bidders and QIB Bidders were not allowed to Bid at the Cut-off Price. Bidders were advised to ensure that any single Bid from them not to exceed the investment limits or maximum number of Equity Shares that could be held by them under applicable law or regulation or as specified in the Red Herring Prospectus. Jaypee Infratech is understood to have fixed the listing price for its initial public offer at Rs. 102, the lower end of the price band, pegging the total raising from the issue at over Rs. 2,250 crore.

The National Capital-based infrastructure company had earlier fixed a price band at Rs. 102-117 for the IPO, which was was subscribed 1.24 times.According to industry sources, listing price has been fixed at the lower end of the price band. "In this way, the company was raising about Rs. 2,261 crore from the IPO. The company was likely to announce it officially in a day or two," a source said. Through this public issue, the company had planned to raise between Rs. 2,262 crore and Rs. 2,352 crore. However, Jaypee Infratech will receive only Rs. 1,650 crore out of the total proceeds and the balance will go to its holding company, JP Associates Ltd (JAL). Jaypee Infratech planned to utilise Rs. 1,500 crore of the IPO proceeds in the development of the Yamuna Expressway. The issue, which was opened between April 29 and May 4, received bids for 27.39 crore shares against 22.17 crore equities on offer, as per the NSE data. The IPO got maximum demand from qualified institutional buyers (QIB) and was subscribed 1.77 times in the portion reserved for them. QIBs include insurance firms, mutual fund houses and foreign institutional investors. In the HNI (high networth individuals) segment, the public issue was subscribed 1.15 times, whereas shares reserved for retail buyers and employees remained under-subscribed. In the retail segment, the IPO got subscribed 61 per cent, while in the employees' portion, it was subscribed just 10 per cent.

BASIS OF ALLOTMENT
public issue of 222,933,497 equity shares of face value of rs. 10 each ("equity shares") of jaypee infratech limited (the "company" or the "issuer") for cash at a price of rs. 102* per equity share (including a share premium of rs. 92 per equity share) aggregating rs. 22,576 million (the "issue") consisting of a fresh issue of 162,933,497 equity shares by the company at the issue price aggregating rs. 16,500 million ("fresh issue") and an offer for sale of 60,000,000 equity shares ("offer for sale") by jaiprakash associates limited (the "selling shareholder"). the issue included a reservation of 2,349,600 equity shares for the eligible shareholders (the "shareholders reservation portion"). the issue less the shareholders reservation portion was referred to as the "net issue". the issue would constitute 16.05% of the fully diluted post-issue paid-up capital of

the company and the net issue would constitute 15.88% of the fully diluted post-issue paid-up capital of the company. ISSUE PRICE: RS 102* PER EQUITY SHARE* a discount of 5% to the Issue Price determined pursuant to completion of the Book Building Process has been offered to Retail Individual Bidders whose Bid amount does not exceed Rs. 100,000/- (the "Retail Discount") THE FACE VALUE OF THE EQUITY SHARES WAS RS. 10 AND THE ISSUE PRICE IS 10.2 TIMES THE FACE VALUE Pursuant to the "SEBI Regulations", this being an Issue for less than 25% of the post-Issue share capital, was made through the 100% Book Building Process wherein at least 60% of the net Issue was to be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs") (including 5% of the QIB portion that was to be specifically allotted to mutual funds), further, not less than 10% of the net Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the net Issue was available for allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Issue Price. The Issue received 128,212 applications for 268,725,383 Equity Shares resulting in 1.20@ times subscription. The details of the applications received in the Issue, through the various escrow collection banks, from QIBs, Non-Institutional Bidders, Retail Individual Bidders and Eligible Shareholder categories are as under: (Before technical rejections) No. Applications 121,412 432 55 6,313 128,212 of No. of Shares 32,465,083 21,498,550 212,081,000 2,680,750 268,725,383 Equity No. of subscription@ 0.53 1.06 1.75 0.12 1.20 times

Category A Retail Individual Bidders B Non Institutional Bidders C Qualified Bidders Institutional

D Eligible Shareholders Total

For the purposes of deciding the allotment, the total numbers of Equity Shares to be issued as per Prospectus and consequently the size of the Retail Individual Bidders, Non Institutional Bidders & Qualified Institutional Bidders category were recomputed to give effect, inter alia, to the under subscription in the Eligible Shareholders Portion and the 5% discount to the Retail Individual Bidders. For the purpose of calculating the subscription details, the sizes of the category as per the Prospectus have been used.

SUMMARY OF FINAL ALLOCATION:

Gross Collections Applica Shares tion Less: Rejections Valid Applications Total Allotment Applica Shares tion Total Issue Amount Rs.

Categor y

Applica Share Applica Shares tion s tion

Retail Individu 32,465,0 121,412 1,831 al 83 Bidders Non Institutio 432 nal Bidders Qualifie d Institutio 55 nal Bidders Eligible Sharehol 6,313 ders Total 128,212

481,13 31,983,9 31,983,9 3,099,244, 119,581 119,581 3 50 50 755

21,498,5 32 50

392,85 400 0

21,105,7 400 00

21,105,7 2,152,781, 00 400

212,081, 0 000

55

212,081, 55 000

167,494, 17,084,41 247 3,194

2,680,75 368 0 268,725, 2,231 383

331,15 5,945 0

2,349,60 5,945 0

2,349,60 239,659,2 0 00

1,205, 267,520, 222,933, 22,576,09 125,981 125,981 133 250 497 8,549

FINAL DEMAND
A summary of the final valid demand at different bid prices is as under: No. of Shares 37,327,400 91,360,100 1,178,000 85,957,750 22,150 603,450 430,600 11,350 3,234,650 111,550 47,650 10,150 56,500 66,800 12,100 Equity % total 13.65% 33.41% 0.43% 31.43% 0.01% 0.22% 0.16% 0.00% 1.18% 0.04% 0.02% 0.00% 0.02% 0.02% 0.00% 22.52% to Cumulative Total 273,482,700 238,080,550 147,821,550 147,734,450 62,081,750 62,074,850 61,494,650 61,081,450 61,078,450 60,470,900 60,454,600 60,427,550 60,424,600 60,420,600 60,371,700 60,366,300 Cumulative Total 100.00% 87.06% 54.05% 54.02% 22.70% 22.70% 22.49% 22.33% 22.33% 22.11% 22.11% 22.10% 22.09% 22.09% 22.08% 22.07% % of

Bid Price 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116

117 (including cut61,588,200 off)

The Basis of Allocation was finalized in consultation with the Designated Stock Exchange, being the National Stock Exchange of India Limited ("NSE") on May 14, 2010.

A. ELIGIBLE SHAREHOLDERS
The Basis of Allocation to the Eligible Shareholders of Jaypee Infratech Ltd, who have bid at the Issue Price of Rs.102/- per Equity Share, was finalized in consultation with NSE. The total number of Equity Shares allotted in this category is 2,349,600. The un-subscribed portion of Equity Shares in the Shareholders Reservation Portion has been added to the net offer and made available to Qualified Institutional Bidders, Non Institutional Bidders and Retail Individual Bidders in the ratio of 60:10:30.

B. ALLOCATION TO RETAIL INDIVIDUAL BIDDERS (INCLUDING ASBA APPLICATIONS) (AFTER TECHNICAL REJECTIONS)

The Basis of Allocation to the Retail Individual Bidders, who have bid at the Issue Price of (net of retail discount of 5% per Equity Share) Rs.96.90/- per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.53 times and hence allotment was done on full and firm basis to all valid applicants. Overall 119,581 applications for 31,983,950 Equity Shares were found valid and they were considered for allotment. The above includes 26,324 valid applications for 7,011,750 Equity Shares made under the ASBA process. The total number of Equity Shares allotted in Retail Individual Bidders category is 31,983,950 Equity Shares to 119,581 applicants. The retail discount portion was taken up by the Issuer and the Selling Shareholder in the proportion of the gross amounts raised under the Issue. The unsubscribed Equity Shares in the retail category pertaining to the Issuer were converted at Rs. 102/- per Equity Share and added to Qualified Institutional Bidders and Non Institutional Bidders category in the ratio of 6:1.

C. ALLOCATION TO NON INSTITUTIONAL BIDDERS (AFTER TECHNICAL REJECTIONS)

The Basis of Allocation to the Non-Institutional Bidders, who have bid at the Issue Price of Rs.102/- per Equity Share, was finalized in consultation with NSE. Post adjustment for the under subscription in Eligible Shareholders Category and Retail Individual Bidders Category, this category was subscribed less than 1.00 times and hence allotment was done on full and firm basis to all valid applicants. Overall 400 applications for 21,105,700 Equity Shares were found valid and they were considered for allotment. The total number of Equity Shares allotted in this

category is 21,105,700 to 400 applicants. The Un-subscribed portion in this category was added to Qualified Institutional Bidders category.

D. ALLOCATION TO QUALIFIED INSTITUTIONAL BIDDERS

The Basis of Allocation to the Qualified Institutional Bidders, who have bid on or above the Issue price of Rs.102/- per Equity Share was finalized on proportionate basis. Overall 55 applications for 212,081,000 Equity Shares were found valid. After adjustment for Retail Discount and under subscription in other categories, 167,494,247 Equity Shares were available for allocation to this category and were allotted proportionate basis after allotment of 5% of total allotment in this category on proportionate basis to Mutual Funds. Category Fls/Banks Flls MFs ICs PFs Others Total QIBs 167,494,247

No. of Equity Shares 81,292,030 9,854,953 10,323,795 66,023,469 Nil Nil

The IPO committee of the Company; at its meeting held at NOIDA (UP) on May 14, 2010 has approved the basis of allocation of Equity Shares of the Issue and has allotted the Equity Shares to various successful applicants. The electronic upload of Equity Shares has been completed on May 15, 2010. The dispatch of CAN-cum-Refund Orders and Refund credit advice to the address of the investors as registered with the depositories and uploading of ECS/NEFT/RTGS/Direct Credits have been completed on May 17, 2010. In case the same is not received within ten days, investors contacted at the address given below. The Refund Orders have been over-printed with the Bank Account details as registered, if any, with the depositories. The Equity Shares allocated to successful applicants have been credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company had obtained the listing and trading permission from the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the Equity Shares allotted are tradable on these stock exchanges w.e.f., May 21, 2010.

REASONS FOR SUCCESS OF IPO:

Company Financials:

Particulars

For the year/period ended (Rs. in million) 30-Sep-09 31-Mar-09 5,562.57 2,667.31 31-Mar-08 7.66 (113.69)

Total Income Profit After Tax (PAT)

276.45 103.20

The company performance before IPO was good. It earned a profit of 2667.31 million at the end of financial year 2008-2009 against 103.20 millions in the previous quarter before it went for IPO. Hence the strong financial performance was also one of the reasons for the success of IPO.

JAYPEE INFRATECH LTD IPO GRADING / RATING

ICRA and CARE has assigned an IPO Grade 3 to Jaypee Infratech Ltd IPO. This means as per ICRA and CARE company has 'Average Fundamentals'. ICRA and CARE assigns IPO grading on a scale of 5 to 1, with Grade 5 indicating strong fundamentals and Grade 1 indicating poor fundamentals. Hence, IPO grading also formed a part in turning the IPO of Jaypee Infratech into a successful one. The group was a diversified infrastructure conglomerate and had a formidable presence in Engineering & Construction along with interests in the power, cement and hospitality. The infrastructure conglomerate had also expanded into real estate & expressways. The Engineering and Construction wing of the group was an acknowledged leader in the construction of multipurpose river valley and hydropower projects. It has had the unique distinction of executing simultaneously 13 hydropower projects spread over 6 states and the neighboring country Bhutan for generating 10,290 MW of power. The group had been assigned CR1 grade by ICRA Ltd indicating very Strong Contract Execution Capacity with best prospects of timely completion of projects without cost overruns etc. for projects with average value of Rs.2500 crores. It was the only group in India, which pre-qualifies on its own for the bidding of various projects that are awarded in the country. A leader in engineering & construction of hydropower projects in India, the Company had the largest market share in the Indian hydropower, E&C and EPC sector having participated in 54% of hydropower projects developed in 10th 5-Year Plan in different capacities. The company also

has the distinction of executing three out of five hydropower projects contracted on an EPC basis in the country till March 2007. The 900 M W Baglihar (Stage-I and II) hydroelectric project in Jammu & Kashmir, in the challenging environment of the State with 22 million cubic meters of concrete, had been the largest EPC project executed in the country in hydropower sector, so far. The key non-EPC projects completed/under execution across India are - 1450 MW Sardar Sarovar Project, the largest water resource project in India, 1000 MW Tehri Dam, Asia's highest rockfill dam., 1000 MW Indira Sagar Power House, second largest surface power house in the country. 1500 MW Nathpa Jhakri Power House, the largest underground surface power house in the country. The in house Design and Consultancy Company, Jaypee Ventures Pvt. Ltd. (JVPL), gives JAL a competitive edge over its rivals. The design and engineering arm has been awarded CT1 grade by ICRA with CIDC (The Construction Industry Development Council). This was the highest rating assigned to consultants in the field of engineering. CEMENT Jaypee group was the 3rd largest cement producer in the country. It produced Ordinary Portland Cement and Pozzolana Portland Cement under the brand names Buland and Buniyad. Its Cement Division currently operates modern, computerized process control cement plants with an aggregate capacity of 18.0 MTPA. The company was in the midst of capacity expansion of its cement business in Northern, Southern, Central, Eastern and Western parts of the country and is slated to be a 26 MTPA cement producer by the year 2010 and 32.80 MTPA by 2011 with Captive Thermal Power Plants totaling 375MW. POWER Jaypee Group, an integrated power player in the country after having established a strong presence in the Hydro-Power Sector had initiated its entry into Thermal Power Generation, Power Transmission and also forayed into Wind Power. The group with its operational projects of 300 MW Baspa-II (Himachal Pradesh) and 400 MW Vishnuprayag (Uttarakhand) was Indias largest Private sector Hydro-power producer. Besides this, 1000 MW Karcham Wangtoo project (Himachal Pradesh) is under advanced stage of implementation. In addition to these, with 2900 MW projects (2400 MW Lower Siang & 500 MW Hirong ) coming up in Arunachal Pradesh and 720 MW (270 MW Umngot and 450 MW Kynshi Stage II) in Meghalaya , the Group had total hydro-power generation capacity of over 5000 MW. The Group was in the process of implementing 2 x 660 MW pit head based Nigrie Thermal Power Plant in

District Singrauli of M.P. and 5x 250 MW Thermal Power plant at Bina M.P. Besides this, was also setting up through M/s Suzlon, 50 MW of Wind Power plant in district Dhule, Maharashtra. The Group is setting up Transmission System associated with 1000 MW Karcham Wangtoo Hydro Electric Project. The Transmission Project consisted of a 230 km long transmission line between Wangtoo in Himachal Pradesh and Abdullapur in Haryana. HOSPITALITY The Group owned and operated 4 Five Star Hotels, two in New Delhi and one each in Agra and Mussoorie with a total capacity of 643 rooms. Another state-of-the-art resort and SPA of 250 rooms is being set up in collaboration with SIX SENSES at Greater Noida. REAL ESTATE AND EXPRESSWAYS The Group was a pioneer in the development of Indias first golf centric Real Estate. Jaypee Greens - a world class fully integrated complex consisted an 18 hole Greg Norman Golf Course. Stretched over 450 acres, it also included residences, commercial spaces, corporate park, entertainment and nature in abundance. The Group was constructing 165 km long 6 lane Yamuna Expressway project from Noida to Agra and ribbon development on 6250 acres at five or more locations along the expressway for commercial, industrial, institutional, residential and amusement purposes, would also be undertaken as an integral part of the project. In addition to this, 1047 km long 8 lane Ganga Expressway from Greater Noida to Ballia (Eastern Uttar Pradesh) would also be developed by the Group which will be the largest private sector infrastructure project in India. SOCIAL COMMITMENTS The group had always believed in growth with a human face and to fulfill its obligations it had set up Jaiprakash Sewa Sansthan (JSS), a not-for- profit trust which primarily served the objectives of socio economic development, reducing the pain and distress in society and providing education at all levels of the learning curve with nineteen schools, two ITIs and three universities. For over 3 decades now Jaypee Group had supported the socioeconomic development of the local environment in which they operated and ensured that the economically and educationally challenged strata of the work surroundings were also benefited from the groups growth by providing education, medical and other facilities for local development. Apart from this sustaining the ecological balance was of paramount importance. Their ecological management approach had led to efficient and optimum utilization of available resources, minimization of waste. Their group had also taken green initiatives, afforestation

drives, resources conservation, water conservation, air quality control & noise pollution control and created a green oasis amidst the limestone belt at their cement complex in Rewa.

QUESTIONS:
1. Would you advise Jaypee Infratech to conduct their next IPO by the book building method or the Fixed Price? What are the pros and cons of this type of IPO methodology? 2. Where will the Jaypee Infratech IPO rank among IPOs? Give reasons.

REFERENCES: