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Draft Letter of Offer Dated November 7, 2017 For Eligible Equity Shareholders only PIRAMAL ENTERPRISES LIMITED Piramal Enterprises Limited was originally incorporated as Indian Schering Limited on April 26, 1947 under the provisions of the Companies Act, 1913. Subsequently, the name of our Company was changed to Nicholas Laboratories India Limited with effect from September 27, 1979 and to Nicholas Piramal India Limited with effect from December 2, 1992. Subsequently, the name of our Company was changed to Piramal Healthcare Limited with effect from May 13, 2008 and to Piramal Enterprises Limited with effect from July 31, 2012. Registered Office: Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai – 400 070 Contact Person: Leonard D’Souza, Company Secretary and Compliance Officer Tel: (91 22) 3046 6666 | Fax: (91 22) 2490 2363 E-mail: [email protected] | Website: www.piramal.com | Corporate Identity Number: L24110MH1947PLC005719 PROMOTER OF OUR COMPANY: AJAY PIRAMAL FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PIRAMAL ENTERPRISES LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH OF OUR COMPANY (THE “EQUITY SHARES”) FOR CASH AT A PRICE OF ₹ 2,380 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 2,378 PER EQUITY SHARE) NOT EXCEEDING ₹ 20,000 MILLION ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] EQUITY SHARES FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●], 2017 (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 380. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft Letter of Offer. Investors are advised to refer to “Risk Factors” beginning on page 11 before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (collectively, the “Stock Exchanges”). Our Company has received “in-principle” approvals from BSE and NSE for listing the Equity Shares to be allotted pursuant to the Issue through their letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange is the [●]. LEAD MANAGER REGISTRAR TO THE ISSUE Kotak Mahindra Capital Company Limited Link Intime India Private Limited 1st Floor, 27 BKC, Plot No. 27 G Block C-101, 247 Park Bandra Kurla Complex, Bandra (East) L B S Marg , Vikhroli (West) Mumbai 400 051 Mumbai 400 083 Tel: (91 22) 4336 0000 Tel: (91 22) 4918 6200 Fax: (91 22) 6713 2447 Fax: (91 22) 4918 6195 E-mail: [email protected] E-mail: [email protected] Investor grievance e-mail: [email protected] Investor grievance e-mail: [email protected] Contact person: Ganesh Rane Contact person: Sumeet Deshpande Website: www.investmentbank.kotak.com Website: www.linkintime.co.in SEBI registration number: INM000008704 SEBI registration number: INR000004058 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT ISSUE CLOSES ON APPLICATION FORMS [●] [●] [●] TABLE OF CONTENTS SECTION I: GENERAL ........................................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1 NOTICE TO INVESTORS ................................................................................................................................................... 7 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................................ 9 FORWARD-LOOKING STATEMENTS ......................................................................................................................... 10 SECTION II: RISK FACTORS ............................................................................................................................................. 11 SECTION III: INTRODUCTION .......................................................................................................................................... 34 THE ISSUE .......................................................................................................................................................................... 34 SUMMARY FINANCIAL INFORMATION .................................................................................................................... 35 GENERAL INFORMATION ............................................................................................................................................. 48 CAPITAL STRUCTURE .................................................................................................................................................... 52 OBJECTS OF THE ISSUE ................................................................................................................................................. 61 STATEMENT OF TAX BENEFITS .................................................................................................................................. 65 SECTION IV: ABOUT OUR COMPANY ............................................................................................................................ 78 BUSINESS ............................................................................................................................................................................ 78 OUR MANAGEMENT ....................................................................................................................................................... 95 SECTION V: FINANCIAL INFORMATION .................................................................................................................... 102 FINANCIAL STATEMENTS........................................................................................................................................... 102 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................................................................................................................................... 318 WORKING RESULTS...................................................................................................................................................... 336 MATERIAL DEVELOPMENTS ..................................................................................................................................... 337 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT .......................................................................... 338 STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ............................................................... 340 SECTION VI: INDUSTRY OVERVIEW ........................................................................................................................... 342 SECTION VII: LEGAL AND OTHER INFORMATION ................................................................................................. 360 OUTSTANDING LITIGATION AND DEFAULTS ...................................................................................................... 360 GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 367 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................. 368 SECTION VIII: ISSUE INFORMATION .......................................................................................................................... 380 TERMS OF THE ISSUE ................................................................................................................................................... 380 SECTION IX: OTHER INFORMATION ........................................................................................................................... 407 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .....................................................................
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