GODREJ AGROVET LIMITED

The Company was incorporated as Godrej Agrovet Private Limited on November 25, 1991in the state of Gujarat as a private limited company under the Companies Act, 1956. The Company became a deemed public limited company under Section 43A (1) of the Companies Act, 1956, and the word “private” was struck off from the name of our Company with effect from April 27, 1992. Pursuant to the Company passing a resolution under Section 21 of the Companies Act, 1956, the Company was registered as a public limited company with effect from August 26, 1994. Subsequently, the Registrar of Companies, Gujarat issued a fresh certificate of incorporation dated February 19, 2002 consequent upon conversion, recording the change of our Company’s name to ‘Godrej Agrovet Limited’. . Registered and Corporate Office: Godrej One, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), 400 079 Contact Person: Vivek Raizada, Company Secretary and Compliance Officer; Tel: (91 22) 2519 4416; Fax: (91 22) 2519 5124 E-mail:[email protected]; Website: www.godrejagrovet.com

Godrej Agrovet Limited’s IPO to open on October 04, 2017 with Price Band of Rs.450/– to Rs. 460/-per Equity Share each of Face Value of Rs. 10/- each

 IPO consists of Fresh Issue of up to Rs. 2915.12 million.  Offer for Sale of up to Rs. 3,000 million by Godrej Industries Limited.  Offer for Sale of up to 12,300,000 equity shares by V-Sciences Investments Pte Limited.  The minimum Bid lot is 32 equity shares and in multiples of 32 equity shares thereafter.  Issue opening date – October 04, 2017 and Issue closing date – October 06, 2017  The Floor Price is 45 times of the face value and the Cap Price is 46 times of the Face Value

*APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (ASBA): Investors have to apply through the ASBA process. ASBA has to be availed by all the investors except anchor investors. For details on the ASBA process, please refer to the details given in the ASBA Form and Abridged Prospectus and also please refer to “Issue Procedure” on page 53 5of the RHP. ASBA Forms can also be downloaded from the websites of BSE and NSE. ASBA Forms can be obtained from the list of banks that is available on the website of SEBI at www.sebi.gov.in. ASBA Form can be obtained from Syndicate, SCSBs, Registered Brokers, RTAs and CDPs, the list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/5/33/0/0/Recognised-Intermediaries.

MUMBAI, September 26, 2017: Godrej Agrovet Limited (“Company”), a diversified, research and development focused agri-business company will be launching its initial public offering (“IPO” or the “Issue”) which is scheduled to open on October 04, 2017 and close on October 06, 2017, with a price band of Rs. 450/- to Rs. 460/-per Equity Share of face value of Rs. 10/- each of the Company (the “Equity Shares”). The Anchor Investor Bid/Issue Period shall be October 03, 2017, being one working day prior to the Issue opening date.

The IPO comprises of a fresh issue of aggregating up to Rs. 2,915.12 million by our company (“Fresh Issue”) and an offer for sale by Godrej Industries Limited (“Promoter Selling Shareholder”) aggregating up to Rs 3,000 million and up to 12,300,000 equity shares by V-Sciences Investments Pte. Ltd (“V- Sciences” or “Investor Selling Shareholder”). The issue would include a reservation of Rs. 200 million for subscription by eligible employees (as defined in “Definitions and Abbreviations”). Further, the company proposes to issue up to 405,500 equity shares to identified employees of the company under the ESPS (as defined in “Definitions and Abbreviations”) as part of the issue and at Issue Price.

The Company proposes to utilize the net proceeds of the Fresh Issue for (i) repayment or prepayment of working capital facilities availed by the Company;(ii) repayment of commercial papers issued by the Company; and(iii) general corporate purposes, subject to the applicable laws. In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), the net Issue(Issue less the Employee Reservation Portion) shall be for at least 10% of the post-Issue paid-up equity share capital of the Company. The Issue is being made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to QIBs (“QIB Portion”), provided that the Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion’’), at the Anchor Investor Allocation Price. At least one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion.

Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.

All potential Bidders, other than Anchor Investors, shall only participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). Anchor Investors are not permitted to participate in the Issue through ASBA Process.

Kotak Mahindra Capital Company Limited, Axis Capital Limited and Credit Suisse Securities (India) Private Limited are the Book Running Lead Managers (“BRLMs”) to the Issue. The Registrar to the Issue is Karvy Computershare Private Limited.

The Equity Shares of Godrej Agrovet Limited is proposed to be listed on the National Stock Exchange of India and BSE Limited.

About Godrej Agrovet Limited:

Godrej Agrovet Limited (GAVL), is a diversified, research and development focused agri-business company with operations across five business verticals viz. animal feed, crop protection, oil palm, dairy, and poultry and processed foods. GAVL is the leading compound animal feed company in India, on the basis of installed capacity for the financial year 2016 (Source: CRISIL Animal Feed Report). In Bangladesh, GAVL’s joint venture, ACI Godrej was the fourth largest feed producer, in terms of sales volume, during the financial year 2016 (Source: Bangladesh Report). The Company is also the largest crude palm oil producer in India, in terms of market share, as of March 31, 2017 (Source: Oil Palm Report). [Note: These are defined terms. Please use the complete name of the report, as described in the definition section]

GAVL is focused on improving productivity of farmers by innovating products and services that sustainably increase crop and livestock yields. The Company made significant investments to enhance their R&D capabilities over the years and believe that emphasis on R&D has been critical to their success. In May 2014, GAVL consolidated Animal feed R&D initiatives by setting up the Centre for Animal Research and Development in Nashik. The two dedicated R&D centres for their crop protection business at Mumbai and Thane, which has enabled GAVL to launch new products. Their oil palm business has a dedicated R&D center at Andhra Pradesh, which is focused on improving the yield performance of oil palm crop and exploring new avenues of value creation from oil palm biomass.

CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY AS REGARDS ITS OBJECTS: For information on the main objects of our Company, see “History and Corporate Structure” on page 148 of the RHP and Clause III of the Memorandum of Association of our Company. The Memorandum of Association of our Company is a material document for inspection in relation to the Issue. For further details, see "Material Contracts and Documents for Inspection" on page 582 of the RHP.

LIABILITY OF THE MEMBERS OF THE COMPANY: Limited by shares

AMOUNT OF SHARE CAPITAL OF OUR COMPANY AND CAPITAL STRUCTURE: As on the date of the RHP, the authorised share capital of our Company is ` 2,250 million divided into 224,994,000 Equity Shares of ` 10 each and 6,000 preference shares of ` 10 each. The issued, subscribed and paid-up share capital of our Company before the Issue is ` 1,853,237,770 divided into 185,323,777 Equity Shares of ` 10 each. For details of the Capital Structure, see “Capital Structure” on the page 74 of the RHP.

Names of the signatories to the Memorandum of Association of our Company and the number of Equity Shares subscribed by them: Given below are the names of the signatories of the Memorandum of Association of our Company and the number of Equity Shares subscribed by them at the time of signing of the Memorandum of Association of our Company - Adi B. Godrej and Nadir B. Godrej subscribing to 10 Equity Shares each, aggregating to 20 Equity Shares

Disclaimer Clause of the SEBI: SEBI only gives its observations on the offer documents and this does not constitute approval of either the Offer or the specified securities or the offer document. The investors are advised to refer to page 515 of the RHP for the full text of the Disclaimer Clause of SEBI.

Disclaimer Clause of the BSE: It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the RHP has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the RHP. The investors are advised to refer to page 518 of the RHP for the full text of the Disclaimer Clause of the BSE. Disclaimer Clause of the NSE (The Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the offer document. The investors are advised to refer to page 519 of the RHP for the full text of the Disclaimer Clause of NSE.

Disclaimer:

Godrej Agrovet Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with RoC. The RHP will be available on the websites of SEBI, BSE, NSE at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, respectively, the BRLMs at www.investmentbank.kotak.com, www.axiscapital.co.in,https://www.credit- suisse.com/in/en/investment-banking/regional-presence/asia-pacific/india/ipo.html. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, refer to the section titled “Risk Factors” on page 16 of the RHP where available. Potential investors should not rely on the DRHP filed with the SEBI for making any investment decision.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act, 1933 (“U.S. Securities Act”) or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act), pursuant to the private placement exemption set out in Section 4(a) of the U.S. Securities Act.

AVAILABILITY OF RHP: Investors are advised to refer to the RHP and the Risk Factors contained therein before applying in the Issue. Full copy of the RHP will be available on the website of the SEBI at www.sebi.gov.in, the websites of the BRLMs at www.investmentbank.kotak.com, www.axiscapital.co.in and https://www.credit-suisse.com/in/en/investment- banking/regional-presence/asiapacific/india/ipo.html, the Stock Exchanges at www.bseindia.com and www.nseindia.com, respectively.

AVAILABILITY OF BID CUM APPLICATION FORM: Bid cum Application form can be obtained from the Registered Office of Company, GODREJ AGROVET LIMITED, Tel: (91 22) 2519 4416; Fax: (91 22) 2519 5124; BRLMs: Kotak Mahindra Capital Company Limited, Tel: (91 22) 4336 0000; Fax: (91 22) 6713 2447, Axis Capital Limited, Tel: (91 22) 4325 2183; Fax: (91 22) 4325 3000 and Credit Suisse Securities (India) Private Limited, Tel: (91 22) 6777 3885; Fax: (91 22) 6777 3820 and the Syndicate Member : Kotak Securities Limited at selected locations of Sub-Syndicate Members (as given below), Registered Brokers, RTAs and CDPs participating in the Issue. Bid cum Application Forms will also be available on the websites of BSE, NSE, and at the Designated Branches of SCSBs, thelist of which is available on the websites of the Stock Exchanges and SEBI

Details of the Book Running Lead Managers to the Issue: Kotak Mahindra Capital Company Limites, Axis Capital Limited and Credit Suisse Securities (India) Private Limited. For further details, please see page 66 of the RHP.

For details of the Company Secretary and Compliance Officer, please see page 66 of the RHP.

For Further Details Contact:

Mr. Shahab Shaikh| [email protected]| 9320897525