JSW Cement

We are among the top 10 cement companies in terms of installed capacity and sales volume as of March 31 2025

We are India`s largest manufacturer of ground granulated blast furnace slag ("GGBS") and have a proven track record of scaling up this business.

Strategically located plants that are well-connected to raw material sources and key consumption markets.

We have the lowest carbon dioxide emission intensity among our peer cement manufacturing companies in India and the top global cement manufacturing companies.

Extensive sales and distribution network in India and focus on strong brand.

We benefit from our strong corporate lineage of the JSW Group and our qualified management team.

Create a pan-India footprint by setting up new plants in north and central India, supplemented by expansions in our current regions of operation.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

The Company has incurred losses in Fiscal 2025. Further, certain of its subsidiaries and joint ventures have incurred losses in the past. If the company subsidiaries and joint ventures continue to incur losses, its may be required to continue providing financial support to them and the company consolidated results of operations and financial condition could be adversely affected.

The limestone and coal mining data and reserve life and amount of resources provided in this Red Herring Prospectus is only an estimate and its actual reserve life and amount of resources may differ from such estimate.

Any negative or insufficient cash flows would adversely affect its ability to operate the company business and implement its growth plans, thereby affecting the company financial condition.

The company has incurred losses in Fiscal 2025. Further, its PAT Margin, basic and diluted earnings per share and Return on net worth have decreased between Fiscal 2023 and 2025, and any continued decrease could impact its profitability and financial condition.

Its inability to collect receivables and default in payment from the company customers could result in the reduction of its profits and affect the company cash flows.

The Company, Subsidiaries, Material Joint Venture, Promoters, Directors, Key Managerial Personnel, Senior Management Personnel and Group Companies are involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact its business, reputation, financial condition and results of operations.

The company does not own the JSW trademark, and its ability to use the trademark, name and logo may be impaired. Further, its may not succeed in continuing to establish, maintain and strengthen the "JSW" brand and the brand could be harmed by complaints and negative publicity. Any reputational damage to this trademark or the JSW Group, name or logo could have an adverse effect on its financial condition, cash flows and results of operations.

There have been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, financial condition, results of operation and cash flows.

The company depends on its distribution network for the sale and distribution of the company products. Any disruption in its distribution network could adversely affect the company business and results of operations.

The company depends on the efficiency of the Indian road and railway network to transport its raw materials and products. Any delays due to inefficiencies in the network or inadequacies in the connectivity of the company plants to the Indian road and rail network may have an adverse effect on its business and results of operations.

The company intend to utilise ?8,000.00 million of the Net Proceeds to fund its capital expenditure requirements to expand its overall manufacturing capacity. The company has relied on the quotations received from third parties in estimating such capital expenditure requirements.

Its ability to compete effectively depends on the company ability to procure raw materials and power and fuel at competitive prices. Any increase in these operational costs could adversely impact its financial performance.

The company has substantial indebtedness which requires significant cash flows to service and limits its ability to operate freely. Any breach of terms under the company financing arrangements or its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company business and financial condition.

Its may be required to change certain of the company marketing and brand building strategies to comply with the guidelines issued by the Central Marks Department - III on August 28, 2020 which may lead to additional advertisement and publicity expenses.

The equity shares of its Listed Subsidiary, Shiva Cement Limited have been suspended in the past from being traded on the Calcutta Stock Exchange. There is no assurance that the company will be able to fulfil all the requirements of the SEBI Listing Regulations and any non-compliance may result in suspension of trading of its Equity Shares and/or the imposition of penalties.

Its industry is capital intensive, and the company may requires significant financing to support its growth strategies and expansion plans. Any failures to raise additional financing could have an adverse effect on its business, results of operations, financial condition and cash flows.

Its may not have marketable title over some of the land the company occupy. Its also occupy certain land on a leasehold basis, including the land on which some of the company plants and warehouses are located. In addition, the company use its registered and corporate office on a co-sharing basis with other members of the JSW Group. A failures to obtain marketable title over the company land, or to renew existing arrangements may have a material adverse effect on its business, financial condition and results of operations.

The company is entitled to certain incentives and subsidies under several government schemes and any change in these incentives and subsidies applicable to us may affect its financial condition, profitability and cash flow.

The company relies on the demand for its products from customers in various sectors such as infrastructure, housing and industrial/ commercial sectors. Any downturn in the sectors that consume the company products or the infrastructure and housing industries in general, could have an adverse impact on its business, growth and results of operations.

Its senior management team, key managerial personnel and other qualified personnel are critical to the company continued success and we may be unable to attract and retain such personnel in the future.

The company has entered into and may continue to enter into a substantial amount of related party transactions with the entities in the JSW Group that may involve conflicts of interest, which could adversely impact its business.

Its Salem plant is currently owned by JSW Steel Limited and its operations are supervised and controlled by the company employees. Its propose to acquire the Salem plant. The company cannot assure you that the Salem plant will be transferred to it in a timely manner.

Its business is subject to seasonal variations and cyclicality that could result in fluctuations in the company results of operations.

A delay or inability in obtaining, renewing or maintaining or failing to comply with the terms and conditions of statutory and regulatory permits, licenses and approvals needed to operate its business and plants could result in an adverse effect on the company results of operations.

The company engage in a highly competitive business and any failures to effectively compete with its competitors and the development of new cement manufacturing techniques could have a material adverse effect on it.

Its manufacturing activities and mining operations are subject to risks of operational hazards and can cause injury to people or property in certain circumstances, the occurrence of which may hamper its reputation, business, financial condition, and results of operations.

The company relies primarily on insurance policies to insure its operations-related risks. If the company insurance coverage is inadequate, it may have an adverse effect on its business, financial condition and results of operations.

The company depends on the timely availability of labour for its operations and our inability to control the cost of its labour force could adversely affect the operations.

Its may be subject to unionisation, work stoppages or increased labour costs, which could adversely affect the company business and results of operations.

Non-compliance with and changes in health, safety, labour, and environmental laws and other similar regulations to its plants may adversely affect the company business, results of operations and financial condition.

The company has availed unsecured borrowings and may not be able to meet its obligations under such unsecured financing agreement, which may have an adverse effect on the company business, prospects, financial condition and results of operations.

The company is exposed to interest rate risks because the company has borrowed funds at floating interest rates. Any changes in its interest rates could increase the company borrowing costs and in turn impact its profitability.

The company is required to pay royalties to the state governments for its mining operations. The company failures to pay these royalty amounts or an increase in the royalty rates could adversely impact its operations.

The company is undertaking research and development and are installing various technologies in its plants to reduce its overall production costs. The development of such technologies and its implementation requires significant expenditure and capital outlay. Its inability to realise the benefits of such expenditure on new technologies could adversely impact the company results of operations.

Any failures of its software and information technology systems could adversely affect the company business and operations. Any actual or perceived cybersecurity or privacy breach could interrupt its operations, harm the company brand and adversely affect its reputation, brand, business, financial condition and results of operations.

The company has certain contingent liabilities that have not been provided for in its financial statements, which if they materialise, may adversely affect the company financial condition.

Prolonged outage of operations, including due to breakdown of machinery at its plants may have a material adverse effect on the company business, financial condition and results of operations.

Its may be subject to product liability claims that could harm the company business, financial condition and results of operations.

Its may not be able to protect the company intellectual property rights and prevent the unauthorised use of its intellectual property, which could harm its business and competitive position.

Its may be subject to exchange rate fluctuations, which could materially and adversely impact the company business, financial condition and results of operations.

If the company is unable to effectively integrate its operations with the company acquisitions and achieve operational efficiency, it may not yield timely or effective results, which may affect its financial condition and results of operations.

JSW Cement FZC carries out its business in the UAE and is accordingly subject to risks associated with doing business internationally.

The company has used information from the CRISIL Report which has been commissioned and paid for by the Company for industry related data in this Red Herring Prospectus and any reliance on such information is subject to inherent risks.

Internal or external fraud or misconduct by our group`s or JSW Cement FZC`s employees or labourers could adversely affect its reputation and the company results of operations.

Its ability to pay dividends in the future will depends on the company earnings, future cash flows, working capital requirements, capital expenditures, financial condition and restrictive covenants of its financing arrangements.

Its Promoters, Directors, Key Managerial Personnel and Senior Management Personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.

The company track certain operational metrics and non-generally accepted accounting principles, measures with internal systems and tools and does not independently verify such metrics. Certain of its operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect the company business and reputation.

Its funding requirements and proposed deployment of the Net Proceeds have not been appraised by any bank or financial institution and may be subject to change based on various factors, some of which are beyond the company control.

Any variation in the amount of the Net Proceeds proposed to be utilised towards the objects as stated in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders` approval.