JSW Cement Limited - IPO

1. Its business depends on the company ability to mine and procure sufficient limestone for its operations. The company inability to do so on reasonable terms, or at all, could have an adverse impact on its business, financial condition, and results of operations.

2. A grinding unit at Sambalpur, Odisha is currently being constructed by Bhushan Power and Steel Limited, a Group Company, and post commencement of operations this unit is proposed to be transferred to Shiva Cement Limited, our Subsidiary. The Supreme Court of India pursuant to its order dated May 2, 2025 has directed for initiation of liquidation proceedings against Bhushan Power and Steel Limited, which has subsequently been stayed by the Supreme Court of India. There can be no assurance that the Sambalpur plant will commence operations within the timeline or at the planned costs and that Bhushan Power and Steel Limited will not be liquidated. Any adverse occurrence in relation to Bhushan Power and Steel Limited or in relation to the Sambalpur may significantly impact our expansion plans and financial condition.

3. The company is significantly dependent on JSW Steel Limited and its subsidiaries, its related parties, for the supply of blast furnace slag (92.93% of total blast furnace slag consumed in Fiscal 2025), which is a key additive raw material used for manufacturing green cementitious products such as ground granulated blast furnace slag and blended cement. The company also purchase a part of itsrequirement of other raw materials such as fly ash and clinker from members of JSW Group. The loss of one or more such suppliers could adversely affect its business, results of operations, financial condition, and cash flows.

4. The company depends on adequate and uninterrupted availability of power and fuel for its operations, and any failure to do so may have an adverse impact on the company operations.

5. The company no longer consolidate JSW Cement FZC in our consolidated financial statements. As a result, financial statements and operating metrics for the Fiscal 2025 and 2024 are not directly comparable with its financial statements and operating metrics for Fiscal 2023.

6. If the company fails to maintain or increase the utilisation levels of its plants, the company business, future prospects and financial performance could be materially and adversely affected.

7. The Securities and Exchange Board of India has issued show cause notices inter-alia to certain members of its Promoter Group and one of the company Promoters, Sajjan Jindal, among others, inter-alia under the provisions of the Securities and Exchange Board of India Act, 1992, and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. Any adverse outcome in relation to such show cause notices, may impact its reputation and ability to raise funds from capital markets transactions.

8. Its financial condition and business prospects could be materially and adversely affected if the company does not complete its greenfield and brownfield expansion projects as planned or if they experience delays or cost overruns.

9. A portion of the Net Proceeds is proposed to be utilized for repayment or pre-payment, in full or part, all or a portion of certain Book Running Lead Managers to the Offer. Additionally, SBI Capital Markets Limited, one of the other Book Running Lead Managers to the Offer, is an associate of State Bank of India has consented to participate as a Selling Shareholder in the Offer and our Independent Director, Sutapa Banerjee is also a director on the board of directors of Axis Capital Limited, one of the other Book Running Lead Managers to the to the Offer.

10. The company is yet to place orders for certain equipment and certain civil works for establishing a new integrated cement unit at Nagaur, Rajasthan proposed to be part funded through this Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment or services in a timely manner, or at all, it may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected.