Of Prospectus)

Private & Confidential – For Private Circulation Only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document is prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD- NRO/GN/2008/13/127878 dated June 06, 2008), the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time

Grasim Industries Limited (CIN: L17124MP1947PLC000410) Registered Office: Birlagram, Nagda -456331 (M.P.)

Corporate Office: Grasim Industries Limited, A-2, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai 400030 Telephone: T: +91 22 6652 5000 / 2499 5000 | F: +91 22 6652 5114 / 2499 5114

Website: www.grasim.com; Compliance Officer: Mrs. Hutokshi Wadia; E-mail: [email protected]

ISSUE BY WAY OF PRIVATE PLACEMENT OF 5.90% RATED LISTED UNSECURED REDEEMABLE NON–CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH) EACH FOR CASH AT PAR AGGREGATING TO RS. TWO HUNDRED CRORE (“DEBENTURES”) (THE “ISSUE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION AGGREGATING TO RS. THREE HUNDRED CRORE ONLY) GENERAL RISK As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by the Securities and Exchange Board of India (“SEBI”). The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in the Debentures. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of the investors is invited to the summarized Risk Factors mentioned elsewhere in this Offer Letter. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Offer Letter 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 material facts, the omission of which makes this Offer Letter as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by CRISIL (the “Rating Agency”). CRISIL has vide its letter dated 2nd June, 2020 assigned a rating of CRISIL AAA with a stable outlook in respect of the Debentures. This rating is considered to have adequate degree of safety regarding timely servicing of financial obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings

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may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated independently of any such ratings. Please refer to Annexure 1 of this Information Memorandum for the letter dated 2nd June, 2020 from CRISIL assigning the abovementioned credit rating and the rating rationale adopted by the Rating Agency for the aforesaid rating. LISTING The Debentures shall be listed on the Wholesale Debt Market (WDM) of BSE Limited (BSE)

ISSUE PROGRAME Issue Opens on : 16th June, 2020 Issue Closes on : 16th June, 2020 Pay – in Date: 17th June, 2020 Deemed Date of Allotment : 17th June, 2020

The Issuer reserves the right to change the Issue Program including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Program.

Note: This Private Placement Offer Letter prepared under the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended, for private placement of the Debentures and is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Issuer. This is only an information brochure intended for private use.

REGISTRARS TO THE ISSUE DEBENTURE TRUSTEES

KFin Technologies Private Limited, IDBI Trusteeship Services Ltd (Formerly Known As Karvy Fintech Private Asian Building, Ground Floor, 17, Limited) R. Kamani Marg, Ballard Estate, Karvy Selenium Tower B, 6th Floor, Plot Nos. 31 & Mumbai – 400001 32 Gachibowli, Financial District Nanakramguda, Hyderabad - 500032

CREDIT RATING AGENCY LISTING EXCHANGE

CRISIL BSE Limited CRISIL House, Central Avenue, Phiroze Jeejeebhoy Towers, Hiranandani Business Park, Dalal Street, Powai, Mumbai-400076 Mumbai 400 001

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TABLE OF CONTENT

Sl. No. Particulars Page No. I. DEFINITIONS/ABBREVIATIONS / TERMS USED 4 II. DISCLAIMER 6 III. DISCLOSURE REQUIREMENTS UNDER FORM PAS – 4 PRESCRIBED UNDER 9 THE COMPANIES ACT, 2013 IV. RISK FACTORS 12 V. ISSUER INFORMATION NAME AND ADDRESSES 16 BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER 17 BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION 23 DETAILS OF SHAREHOLDING OF THE COMPANY 35 DETAILS OF DIRECTORS OF THE COMPANY 36 DETAILS OF THE AUDITORS OF THE COMPANY 43 DETAILS OF THE BORROWINGS OF THE COMPANY 43 DETAILS OF THE PROMOTERS OF THE COMPANY 51 ABRIGED VERSION OF AUDITED CONSOLIDATED AND STANDALONE 52 FINANCIALS FOR LAST 3 YEARS MATERIAL EVENTS WHICH MAY AFFECT THE ISSUE OR INVESTOR’S 67 DECISION TO INVEST NAME OF STOCK EXCHANGES WHERE DEBT SECURITIES ARE PROPOSED 70 TO BE LISTED DETAILS OF DEBT SECURITIES ISSUED AND SOUGHT TO BE LISTED 70 VI. ISSUE DETAILS 87 VII. DISCLOSURE PERTAINING TO WILFUL DEFAULT 92 VIII. ANNEXURES

1 RATING LETTER FROM RATING AGENCY 94 2 CONSENT LETTER OF DEBENTURE TRUSTEE 95 3 IN-PRINCIPLE APPROVAL FROM STOCK EXCHANGE 97 4 APPLICATION FORM 98 5 COPY OF BOARD RESOLUTION 101 6 HALF YEARLY RESULTS (CONSOLIDATED AND STANDALONE) FOR THE 103 QUARTER AND HALF YEAR ENDED 30TH SEPTEMBER, 2019 7 LIMITED REVIEW RESULTS (CONSOLIDATED AND STANDALONE) FOR 105 THE NINE MONTH ENDED 31ST DECEMBER, 2019

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DEFINITIONS AND ABBREVIATIONS

Grasim / Company / Issuer/ Grasim Industries Limited or “Grasim” We/ Us The persons disclosed to the stock exchange as ‘Promoter & Promoter Group’ as on the Deemed Date of Allotment together with their Relatives and Affiliates.

“Relative” has the meaning given in Section 2(77) of the Companies Act, 2013. Aditya Birla Group

“Affiliate” means with respect to any company, any person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such person.

Application form The form in which an investor can apply for subscription to the Debentures.

Article of Association / AOA Articles of Association of Grasim

Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner Beneficial Owner(s) of the Debenture(s) as defined in clause (a) of subsection of (1) of Section 2 of the Depositories Act, 1996). Board/ Board of Directors/ Board of Directors of Grasim (which includes any committee thereof) Director(s) At any time, the aggregate outstanding principal, capital or nominal amount (and any Borrowings fixed or minimum premium payable on prepayment or redemption) of the Financial Indebtedness of the Issuer. BSE BSE Limited A day which is not a Saturday or Sunday or a public holiday and on which clearing of Business Day cheque and RTGS facilities are available in Mumbai. CDSL Central Depository Services (India) Limited Companies Act, 1956 and/or Companies Act, 2013 or such act or acts for the time Companies Act being in force in India containing the provisions of the legislation in relation to companies, as amended, modified or supplemented from time to time. CWIP Capital Work In Progress Debenture Documents As set out on Issue details of this Offer Letter Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form. The trustee of the Debenture Holder(s), in this case being IDBI Trusteeship Services Debenture Trustee Limited. Deemed Date of Allotment 17th June, 2020 A Depository registered with SEBI under the SEBI (Depositories and Participant) Depository Regulations, 1996, as amended from time to time Depositories Act The Depositories Act, 1996, as amended from time to time. Depository Participant /DP A Depository Participant as defined under Depositories Act Disclosure Document Disclosure Document for Private Placement of the Debentures EBITDA Earnings Before Interest, Tax, Depreciation & Amortization

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Twelve months period commencing from 1 April of a particular calendar year and Financial Year ending on 31 March of the subsequent calendar year. Means the Listing Agreement for Debt Securities issued by Securities and Exchange Listing Agreement Board of India, as amended from time to time Memorandum of Association Memorandum of Association of Grasim Industries Limited / MOA Rated, Listed, Unsecured, Redeemable Non-Convertible Debentures to be issued by NCDs / Debentures Grasim pursuant to this Offer Letter NSDL National Securities Depository Limited Offer Letter This document through which the Debentures are being issued for private placement. PAN Permanent Account Number PAT Profit After Tax PBT Profit Before Tax Shall include an individual, natural person, HUF, society, trust, corporation, partnership, limited liability partnership, joint venture, incorporated or unincorporated body or association, company, Government and in case of a company and a body Person corporate shall include their respective successors and assigns and in case of any individual his/her respective legal representative, administrators, executors and heirs and in case of trust shall include the trustee(s) for the time being and from time to time. The term “Persons” shall be construed accordingly Promoter(s) / Promoter Promoters / Promoter Group shall have the same meaning as ascribed to it under the Group SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended Ratings ‘CRISIL AAA (Outlook: Stable)’ by CRISIL Register of Debenture The Register of Debenture Holders maintained by the Company and/or the Registrar Holder(s) and Transfer Agent RoC Registrar of Companies RTGS Real Time Gross Settlement SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time Securities and Exchange Board of India (Issue and Listing of Debt Securities) SEBI Regulations Regulations, 2008, as amended from time to time TDS Tax Deducted at Source

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DISCLAIMER

THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THE ISSUE OF DEBENTURES TO BE ISSUED AND LISTED ON THE WHOLESALE DEBT MARKET OF BOMBAY STOCK EXCHANGE LIMITED (‘BSE’) IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES TO THE PUBLIC IN GENERAL. APART FROM THIS OFFER LETTER, NO OFFER LETTER OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS OFFER LETTER HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IT IS INTENDED TO BE REGISTERED.

THIS OFFER LETTER HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS OFFER LETTER DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS OFFER LETTER NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS OFFER LETTER SHOULD NOT CONSIDER SUCH RECEIPT, A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTORS’ PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF POTENTIAL INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS OFFER LETTER AND OTHER APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, 2013. NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS OFFER LETTER OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE DEBENTURES OR ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES, AGENTS OR ADVISORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFER LETTER OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER TO ANY POTENTIAL INVESTOR PURSUANT HERETO, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER.THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS OFFER LETTER HAVE NOT SEPARAETLY VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY, AGENT OR ADVISOR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS OFFER LETTER OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL

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HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS OFFER LETTER OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.

THE ISSUER CONFIRMS THAT, AS OF THE DATE HEREOF, THIS OFFER LETTER (INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, IF ANY) CONTAINS ALL INFORMATION THAT IS MATERIAL IN THE CONTEXT OF THE ISSUE AND SALE OF THE DEBENTURES, IS ACCURATE IN ALL MATERIAL RESPECTS AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN THAT WOULD BE IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING.

THE CONTENTS OF THIS OFFER LETTER ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS DISTRIBUTED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT.

THE PERSON, TO WHOM A COPY OF THE OFFER LETTER IS SENT, IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS OFFER LETTER HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE OFFER LETTER AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE ISSUER SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON.

THE PERSON WHO IS IN RECEIPT OF THIS OFFER LETTER SHALL MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS OFFER LETTER AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

EACH PERSON RECEIVING THIS OFFER LETTER ACKNOWLEDGES THAT

SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY THE PERSON TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; AND SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE ASSOCIATED WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE OFFER LETTER TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE OFFER LETTER AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE ISSUER. NEITHER THE DELIVERY OF THIS OFFER LETTER NOR ANY SALE OF DEBENTURES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF.

THIS OFFER LETTER DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE DEBENTURES OR THE DISTRIBUTION OF THIS OFFER LETTER IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS OFFER LETTER AND THE OFFERING AND SALE

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OF THE DEBENTURES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS OFFER LETTER COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE OFFER LETTER IS MADE AVAILABLE TO INVESTORS IN THE ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.

DISCLAIMER STATEMENT FROM THE COMPANY

THE COMPANY ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THIS OFFER LETTER OR ANY OTHER MATERIAL EXPRESSLY STATED TO BE ISSUED BY OR AT THE INSTANCE OF THE COMPANY IN CONNECTION WITH THE ISSUE OF THE DEBENTURES AND THAT ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT THEIR/ITS OWN RISK.

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DISCLOSURE REQUIREMENTS UNDER FORM PAS – 4 PRESCRIBED UNDER THE COMPANIES ACT, 2013

The table below sets out the disclosure requirements as provided in PAS-4 and the relevant pages in this Placement Document where these disclosures, to the extent applicable, have been provided.

Sr. No. Disclosure Requirements Relevant Page of this Offer Letter 1. GENERAL INFORMATION a. Name, address, website, if any and other contact details of the 16 Company indicating both registered office and corporate office. b. Date of incorporation of the Company. 17 c. Business carried on by the Company and its subsidiaries with the details 17-22 of branches or units, if any. d. Brief particulars of the management of the Company. 23 e. Names, addresses, Director Identification Number (DIN) and 36 occupations of the directors. f. Management’s perception of risk factors. 12 g. Details of default, if any, including therein the amount involved, 50 duration of default and present status, in repayment of: (i) Statutory dues; 50 (ii) Debentures and interest thereon; 50 (iii) Deposits and interest thereon; and 50 (iv) Loan from any bank or financial institution and interest thereon 50 h. Names, designation, address and phone number, email ID of the nodal/ 1 Compliance Officer of the Company, if any, for the private placement offer process 2. PARTICULARS OF THE OFFER a. Financial position of the Company for the last 3 financial years 52-59 b. Date of passing of Board resolution. 101 c. Date of passing of resolution in the general meeting authorizing the Not Applicable offer of securities d. Kinds of securities offered (i.e. whether share or debenture) and class of 70-75 security; the total number of shares or other securities to be issued e. Price at which the security is being offered including the premium, 70-75 if any, along with justification of the price f. Name and address of the valuer who performed valuation of the security Not Applicable offered, and basis on which the price has been arrived at long with report of the registered valuer g. Relevant date with reference to which the price has been arrived at Not Applicable h. The class or classes of persons to whom the allotment is proposed to be 81 made i. The proposed time within which the allotment shall be completed 70-75 j. The change in control, if any, in the company that would occur 50 consequent to the private placement k. The number of persons to whom allotment on preferential basis/ private 51 placement/right issue has already been made during the year, in terms of number of securities as well as price

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l. The justification for the allotment proposed to be made for consideration Not Applicable other than cash together with valuation report of the registered valuer m. Amount which the Company intends to raise by way of securities. 1 n. Terms of raising of securities: 76-80 (i). Duration, if applicable; 76-80 (ii). Rate of interest; 76-80 (iii). Mode of payment; and 76-80 (iv) Mode of repayment. 76-80 o Proposed time schedule for which the offer letter is valid. 76-80 p Purposes and objects of the offer. 76-80 q Contribution being made by the promoters or directors either as part of 43 the offer or separately in furtherance of such objects r Principle terms of assets charged as security, if applicable. Not Applicable s The details of significant and material orders passed by the Regulators, 51 Courts and Tribunals impacting the going concern status of the Company and its future operations t. Shareholding pattern of the Company 35 3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC a. Any financial or other material interest of the directors, promoters 43 or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons b. Details of any litigation or legal action pending or taken by any Ministry 60-62 or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed. c. Remuneration of directors (during the current year and last three 41-42 financial years). d. Related party transactions entered during the last three financial years 62-67 immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided. e. Summary of reservations or qualifications or adverse remarks of 52-59 auditors in the last three financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark. f. Details of any inquiry, inspections or investigations initiated or 67-69 conducted under the Companies Act or any previous company law in the last three years immediately preceding, the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the Company and all of its subsidiaries.

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g. Details of acts of material frauds committed against the Company in 60 the last three years, if any, and if so, the action taken by the Company 4. FINANCIAL POSITION OF THE COMPANY a. The capital structure of the Company in the following manner in a tabular 25-34 form: (i)(a) The authorised, issued, subscribed and paid up capital (number of 25 securities, description and aggregate nominal value); (b) Size of the present offer; and 70-75 (c) Paid up capital: 25 (d) After the offer; and Not Applicable (e) After conversion of convertible instruments (if applicable); Not Applicable (f) Share premium account (before and after the offer). Not Applicable (ii) The details of the existing share capital of the Issuer in a tabular form, 25-34 indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the Issuer shall also disclose the number and price at 27-34 which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case. b. Profits of the Company, before and after making provision for tax, for 58 the three financial years immediately preceding the date of circulation of offer letter c. Dividends declared by the Company in respect of the said three financial 24 years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid). d. A summary of the financial position of the Company as in the three 52-59 audited balance sheets immediately preceding the date of circulation of offer letter. e. Audited Cash Flow Statement for the three years immediately preceding 52-59 the date of circulation of offer letter. f. Any change in accounting policies during the last three years and their 52-59 effect on the profits and the reserves of the Company. 5. A DECLARATION BY THE DIRECTORS THAT a. The Company has complied with the provisions of the Act and the rules 93 made thereunder. b. The compliance with the Act and the rules does not imply that payment 93 of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government. c. The monies received under the offer shall be used only for the purposes 93 and objects indicated in the Offer letter.

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RISK FACTORS GENERAL RISKS

Investment in these Debentures involves a degree of risk and investors should not invest any funds in the Debentures, unless they can afford to take the risks attached to such investments. Potential investors are advised to read this Offer Document carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the Company and the offer including the risks involved. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. This private placement offer document has not been submitted, cleared or approved by SEBI.

RISK FACTORS

Following are certain risks for the investors to consider before taking an investment decision in the offer:

a) Cyber risk

The Company faces risk of financial loss, disruption or damage to its reputation resulting from failure of its information technology systems. There can be deliberate and unauthorized breaches of security to gain access to information systems. This may unfavorably affect the Company’s performance.

b) Repayment is subject to the credit risk of the Issuer

Repayment of principal and any other amounts that may be due in respect of the Debentures is subject to credit risk of the Company. In case any bankruptcy proceedings are initiated by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed. The right of the debenture holders to receive payments under the Debentures will be junior to certain statutory and other liabilities, including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the Issuer.

c) Talent Attrition

The Company is subject to risk of high talent attrition which may significantly increase costs to the Company. It may also result in lower productivity, affecting overall cost-effectiveness of the Company.

d) The secondary market for the Debentures may be illiquid

The Debentures shall be listed on the WDM of BSE. It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid.

e) Rating Downgrade Risk

The rating is not a recommendation to purchase, hold or sell the Debentures. There is no assurance that the rating will remain at the same level for any given period of time or that the rating will not be lowered or withdrawn entirely by the Rating Agency. In the event of rating downgrade, the investors may have to take loss on value of their investment.

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f) Tax considerations and legal considerations

Prospective Investors should consult their own legal, regulatory, tax, financial and/or professional advisors about risks associated with an investment in the Debentures and the suitability of investing in the Debentures in light of their particular circumstances. Also, since tax regulations and their application by the relevant taxation authorities change from time to time, it is not possible to predict the exact tax implication which will apply at any given time. g) Accounting considerations

Special accounting considerations may apply to certain types of taxpayers. Prospective Investors are recommended to consult with their own accounting advisors to determine impact of this investment. The Financial Statement and Derived Ratios contained in the offer letter are prepared / computed as per the permissible accounting practices. While due care has been taken to reflect the true economic reality regarding the financials of the Company as far as possible, the investors may want to make their own adjustments to the same before arriving at an investment decision in the Offer. h) Material changes in regulations to which the Issuer is subject could impair the Issuer’s ability to meet payments or other obligations

The Company is subject to changes in Indian and international law, as well to changes in government regulations and policies and accounting principles. Also, the Company may not be compliant with all regulations including due to frequent revisions in applicable laws. This could affect the Company’s future financial performance. i) Legality of purchase

Prospective Investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures under applicable law, regulation or regulatory policy. j) Fluctuation in availability and prices of key raw materials, energy inputs and finished goods may adversely impact profitability of the Company.

The Company’s performance is dependent on number of factors including availability and prices of key raw materials, constant supply of power and prices of finished goods. A slowdown in the global or Indian economy may adversely affect its business. Also, consumer preferences and market demand may change due to low economic activity which may have an adverse impact on the business. k) Risk relating to investments by the Company

Potential investors should be aware that the Company faces risk of nil or low return or impairment loss on account of investments in subsidiaries, associates and joint ventures. The same may affect profitability and return on investments of the Company.

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l) Natural and man-made calamities

Natural calamities like floods, droughts and earthquakes could hamper the performance of the Company and may result in plant breakdown. Also, man-made factors like strikes may affect regular operations of the Company. m) Litigations and contingent liabilities

The Company faces number of litigations, legal proceedings, notices and threats. Litigation can be uncertain and resolution of the same may take several years and be subject to considerable expenses. The Company has certain contingent liabilities which are not provided for in the books of accounts. If these contingent liabilities have unfavorable outcome, it may lead to impact on financial performance of the Company. n) Competition

The Company faces risk of loss of market share due to expanding capacities of existing players and emergence of new entrants in the market. Some of these players resort to aggressive pricing which may lead to loss in profitability or in volume affecting the financial performance of the Company. o) Delay/non-payment of dues by debtors

The Company faces risk of delay/non-payment of dues by debtors which may impact the working capital or adversely affect the cash flows of the Company. p) Risks related to the business of Issuer

i. Viscose production requires large amount of water. Water scarcity may have adverse impact on business operations. ii. The Company’s chemical business involves handling of chlorine and other hazardous chemicals and risks associated with the same. iii. Regulations with respect to environment norms and wood security could affect availability of raw material for the fiber business of the Company. iv. Stringent environment norms for water discharge, plant emissions and storage and disposal of hazardous wastes may affect regular operations of the Company. v. Dependency on concentrated sourcing of raw materials may lead to loss in finished goods production. vi. The Company imports some of the raw material and exports certain finished goods. The Company is subjected to foreign currency risk and risk of carrying cost of inventory. vii. Our insurance policies may not cover all kinds of risk that the Company faces. viii. The Company is undergoing large capital expenditure plan. There could be delay in implementing these projects and there could be cost overrun. These projects, once implemented, may not result in desired profitability. The Company may not be able to raise funds to complete these projects or the cost of such funds could be excessive.

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Additional assumptions

The initial subscriber to and any subsequent purchaser of NCDs shall be deemed to have agreed that and accordingly the Company shall be entitled to presume that each of the initial subscribers and any subsequent purchasers:

i. has reviewed the terms and conditions applicable to the NCDs as contained in the Offer Document and has understood the same, and, on an independent assessment thereof, found the same acceptable for the investment made and has also reviewed the risk disclosures contained herein and has understood the risks, and determined that NCDs are a suitable investment and that the Debenture Holder can bear the economic risk of that investment;

ii. has received all the facts believed by it to be necessary and appropriate or material in connection with, and for, investment in the NCDs; iii. has required knowledge, experience and expertise as an investor, to make the investment in the NCDs; iv. has understood that in the event that the Debenture Holder(s) suffers loss, the Debenture Holder(s) shall be solely responsible for the same and the Company, its parent, its subsidiaries or affiliates shall not be responsible for any loss suffered by the Debenture Holder(s) including but not limited to on the basis of any claim that no adequate disclosure regarding the risks involved were made or that the full risks involved were not explained or understood;

v. has made an independent assessment and judgement of all risks and benefits before investing in the NCDs; vi. has the legal ability to invest in the NCDs and the investment does not contravene any provision of any law, regulation or regulatory policy.

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PART A

ISSUER INFORMATION

A) Name and addresses of the following:

Registered and Corporate office of the Issuer Compliance Officer of the Issuer CFO of the Issuer Grasim Industries Limited Mrs. Hutokshi Wadia Mr. Ashish Adukia Registered office: Grasim Industries Limited, Grasim Industries Birlagram, Nagda -456331 (M.P.) A-2, Aditya Birla Centre, Limited, S.K. Ahire Marg, Worli, A-2, Aditya Birla Corporate office: Mumbai 400030 Centre, Grasim Industries Limited, S.K. Ahire Marg, A-2, Aditya Birla Centre, Worli, S.K. Ahire Marg, Worli, Mumbai 400030 Mumbai 400030 Auditors of the Issuer Trustee of the Issue Registrar of the Issue

S R B C & Co. LLP IDBI Trusteeship Services Ltd KFin Technologies Chartered Accountants Asian Building, Ground Floor, 17,R. Private Limited, th 14 Floor, The Ruby, Kamani Marg, Ballard Estate, (Formerly Known As 29 Senapati Bapat Marg, Dadar(West), Mumbai – 400 001 Karvy Fintech Private Mumbai-400028 Limited) Karvy Selenium Tower B S R & Co. LLP B, 6th Floor, Plot Nos. Chartered Accountants th 31 & 32 Gachibowli, Lodha Excelus, 5 Floor, Apollo Mills Financial District Compound, N.M. Joshi Marg, Mahalaxmi, Nanakramguda, Mumbai-400011 Hyderabad - 500032

Credit Rating Agencies of the Issue CRISIL CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai-400076

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B) Brief summary of the business/ activities of the Issuer and its line of business

Overview and Corporate Structure

Business Overview

Grasim Industries Limited is a flagship company of the Aditya Birla Group, it was incorporated in 25th August, 1947. The company started as a VSF manufacturer and diversified into Chemicals (Caustic-Soda), Caustic Soda is one of the key inputs required for manufacturing of viscose. The focus of the company has been to expand its Viscose and Chemicals business through organic and inorganic route.

Grasim forayed into cement business in 1983-85. The company took a leapfrog step and acquired the L&T cement capacity in 2004 to participate in the infrastructure driven growth of the Indian economy. The cement business of Grasim was demerged subsequently and consolidated into its subsidiary, UltraTech to create a pure play cement company.

In 2017, Aditya Birla Nuvo Ltd merged with Grasim and subsequently the Financial Services business was demerged and listed on bourses as Aditya Birla Capital Limited on 1st September, 2017.

Today, Grasim has acquired leadership positon in VSF, Chemicals (Chlor-Alkali) and Cement through its subsidiary UltraTech and recognized as Diversified Financial Services (NBFC, Asset Management and Life Insurance) player in India through its subsidiary Aditya Birla Capital.

Key Business Segments of the Company

FY 2019 Cement Viscose Staple Chemicals Financial Others Fibre Services Revenue from 51% 14% 9% 21% 5% Operations (Consolidated - INR 72,971 cr) Revenue from -NA- 50% 31% -NA- 19% Operations (Standalone – INR 20,550 cr) (Source : Grasim Industries Limited Annual Report FY 2018-19)

Viscose (VSF and VFY) Viscose Staple Fibre (VSF): The Viscose Staple Fibre (VSF) production commenced at Nagda (M.P) in 1954. Today Grasim’s VSF aggregate India capacity stands at 566KTPA which is spread across four manufacturing units (Nagda, Kharach, Vilayat and Harihar). Grasim’s overseas VSF operations include one manufacturing unit in Sweden and two in Canada and a VSF JV in China. The VSF and various value added products are sold in India and overseas market. Grasim offers the entire range of cellulose fibre under the umbrella brand 'Birla Cellulose'. VSF is a man-made, biodegradable fibre with characteristics akin to cotton and can be used in their original form, or can be blended with all natural and synthetic fibres for enhanced comfort, feel and lustre. The size of the Global Fibre market (Natural & Manmade) stood at 104 MTPA in CY19. The key constituents are Cotton (~25%), PSF (17%), VSF (5.8%) and other competing fibres. The demand for VSF is expected to grow at 6%-7%. VSF is used in apparel, home textiles, dress material, knitted wear and non-woven applications.

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The VSF Business derives its competitive edge from:

Particulars Pulp Caustic soda Sulphur Charcoal Dyes Percentage of 51% 15% 4% 1% 1% total cost (For FY 2018-19)

Brand “LIVA” extension from apparels to home textiles category, with the launch of “LIVA HOME” and Launch of “Livaeco”. Today, Liva partners with over 40 retail brands and is available across 3,500 outlets in Exclusive Business Outlets and Large Format Stores in addition to many more MBOs in 250 cities of India. This has resulted in increasing the viscose fibre consumption in the Country over past 4 years. Indian viscose market has been registering a double digit growth in the last few years and market share of Viscose in overall fibre basket has gone up from ~3.5% to ~5% in the last four years (2015 to 2019).

The company is in the midst of capacity expansion at Vilayat plant which is progressing well; Post expansion (FY21) it will be the single largest location plant of VSF in Asia (Ex-China) [The total VSF capacity will get enhanced to 788KT from 566KT].

Viscose Filament Yarn (VFY): Grasim is the largest producer of VFY in India. Raysil, our viscose filament yarn, is a versatile fashion yarn manufactured from premium and imported wood pulp. It is 100% bio-degradable and eco- friendly, giving a feather-light feel, vivid colours and a natural lustre. Grasim has a total capacity of 47KTPA. Grasim has acquired the right to operate and manage VFY business of Century Textiles and Industries Ltd, with effect from 1st February, 2018.

Chemicals

Grasim is the largest Chlor Alkali player in India with a capacity of 1,147KTPA and is regional diversified. We are Industry leaders in Chlor-alkali products, Chlorine VAP (SBP, CPW, ALCL3, PAC, CSA, CACl2, Phosphoric acid) and Epoxy. The Chemical business was set up with an objective to achieve backward integration for Viscose business. Our strategy to grow the Caustic Soda business multi-fold through both organic and inorganic route has achieved success. We are in the midst of expanding our caustic soda capacity from 1,147KTPA to 1,457 KTPA by FY21 and also create a sink for chlorine VAP products.

Grasim epoxy capacity is 123,000 TPA offering entire range of epoxy products to customers from basic products like liquid epoxy resins to value added products like formulated resins, reactive diluents and hardeners. Epoxy has wide range of applications including civil coatings, composites (Wind Energy Blades), adhesives, paint, electrical and electronic industry and can coating.

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Others

Fertilisers

Grasim’s fertilizer division, Indo Gulf Fertilisers (IGF) (located at Jagdishpur, Uttar Pradesh) is a leading agri- solutions provider. From sowing to harvesting, it develops solutions and products for each stage of farming. Marketed under the name ‘Birla Shaktiman’, the brand is one of the most popular fertilizer brands in the Indo-Gangetic plain, the core market where it operates.

Capacity: 1.2 MMT of urea and 30,000 MT of customized fertilisers.

Textile

Established in 1949 as a Texile unit, Jayashree Textiles is a producer of premium textiles (linen fabric, linen yarn and worsted yarn) in the linen and wool business in India. The Textile business became a part of Grasim on merger of Erstwhile Aditya Birla Nuvo Limited into Grasim w.e.f. 1 July 2017.

During FY 2018-2019, Grasim acquired Soktas India Private Limited (‘SIPL’) to further strengthen the Company’s leadership in premium fabric.

Insulators

Grasim is India’s largest manufacturer of electrical insulators and is amongst the top four insulator manufacturers globally. It produces the widest range of insulators in India including insulators for transmission lines & substations up to 1200 kV voltage level, as well as equipment & railways. Its total installed manufacturing capacity is 56,400 MTPA with specialization in both ceramic and composite insulators.

During FY 2019-20, the Company entered into a JV with Maschinenfabrik Reinhausen GmbH (“MR”), Germany to manufacture in India and sell Composite Hollow Core Insulators ("CHCI") and serve the Power Transmission & Distribution industry globally. MR is the global leader for power transformer automation and control solutions.

Solar

Aditya Birla Solar Limited and Aditya Birla Renewables along-with its subsidiaries and associates continues to demonstrate strong growth and now has: 242 MW installed across 18 plants (as on 31st December, 2019).

The business has helped ABG make strides towards being a clean energy consumer and currently supplies solar power to a number of ABG businesses which brings synergies in cost saving.

Grasim Premium Fabric Private Limited

During FY 2018-19, Grasim has acquired 100% equity shareholding of SIPL to further strengthen Grasim’s leadership in premium fabric. SIPL is in the business of manufacturing and the distribution of premium cotton fabrics. Its state- of-the-art manufacturing facility is located at Kolhapur, Maharashtra. Its plant capacity is about 10 million metres per annum of finished fabric. SIPL sells premium fabrics in India under the “SÖKTAS”, “Giza House” and “Excellence by SÖKTAS” brands. The company is also a preferred supplier to leading Indian and Global menswear brands.

SIPL has been renamed to Grasim Premium Fabric Private Limited post acquisition.

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Key subsidiaries

Cement (UltraTech Cement) UltraTech Cement Ltd. is the largest manufacturer of grey cement, Ready Mix Concrete (RMC) and white cement in India. It is Top-3 cement producer globally (Ex- China). UltraTech as a brand embodies 'strength', 'reliability' and 'innovation'. Together, these attributes inspire engineers to stretch the limits of their imagination to create homes, buildings and structures that define the new India.

The company has an installed capacity of 114.8 MTPA of grey cement in India and Overseas. Its operations span across India, UAE, Bahrain and Sri Lanka. UltraTech Cement is also India's largest exporter of cement reaching out to meet the demand in countries around the Indian Ocean and the Middle East.

In the white cement segment, UltraTech goes to market under the brand name of "Birla White". It has a white cement plant and 2 putty plant capacity of 1.5 MTPA.

With more than 100 Ready Mix Concrete (RMC) plants, UltraTech is the largest manufacturer in India. It also has a slew of specialty concretes that meet specific needs of discerning customers

Financial Services (Aditya Birla Capital)

Aditya Birla Capital Limited (ABCL) is the holding company for all the financial service businesses of the Aditya Birla Group. With a strong presence across life insurance, asset management, private equity, corporate lending, structured finance, general insurance broking, wealth management, equity, currency and commodity broking, online personal finance management, housing finance, pension fund management and health insurance businesses, ABCL is committed to serve the end-to-end financial services needs of its retail and corporate customers.

Overall AAUM of the Asset Management business stood at Rs.2,66,988 Cr (FY20) Aditya Birla Finance lending book (Includes Housing) stood at Rs.59,159 Cr.(FY20) Total Gross Premium stood at Rs. 8,010 Cr. (FY20)

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Main object of the Company

(a) Manufactures of artificial silk fibres, yarns and fabrics, other varieties of synthetic fibres and yarns fabrics such as, nylons etc., cotton spinners and doublers, flax, hemp, jute spinners linen and cloth manufacturers, flax, hemp, jute and wool merchants, wool combers, worsted spinners, woollen spinners, yarn merchants, worsted stuff manufacturers, bleachers and dyers and makers of citriol, bleaching, dyeing materials and raw materials and chemicals required in the production of synthetic fibres and yarns.

(b) To purchase, comb, prepare, spin, dye and deal in artificial silk and other synthetic fibres and yarns, cotton, flax, hemp, jute, wool, silk and any fibrous substances.

(c) To weave, knit and otherwise manufacture, buy and sell and deal in artificial silk and other synthetic fibres and yarns, linen, cloth and other goods and fabrics, whether textile, felted, netted or looped.

(d) To carry on the business of manufacturing, buying, selling, marketing, trading, importing, exporting, distributing, processing, exchanging, converting, altering, twisting or otherwise handling or dealing in cellulose, viscose rayon yarns and fibres, synthetic fibres and yarns, staple fibre yarns and such other fibres or fibrous materials, transparent paper and auxiliary chemical products, allied products, by-products or substances or substitutes for all or any of them or yarn or yarns for textile or other use as the company may deem necessary expedient or practicable.

(e) To carry on the business of manufacturing, buying, selling, marketing, trading, importing, exporting, distributing, processing, exchanging, converting, altering, twisting or otherwise handling or dealing in insulators, fertilizers and chemicals of all types, and their by-products and derivatives (including raw materials, value added products) and mixtures thereof.

(f) To manufacture and deal in all kinds of cotton, linen, silk, worsted and woollen goods and goods made of jute, hemp, flax, cellulosic fibres, metallic fibres, glass fibres, protein fibres, rubber fibres, rayons, polyesters, all kinds of synthetic polymers and other fibres or fibrous substances, natural or otherwise; to purchase cotton or all other fibrous materials either in the raw or manufactured state, to grin, comb, prepare, spin, double, twist, wind, bleach, dye, finish and do other processes, connected with or incidental to the general manufacture of the same; to manufacture and deal in all kinds of yarn and thread including covered elastic thread and covered rubber thread from any or all of the said fibres or fibrous substances, required for any of the purposes or weaving, sewing, knitting, embroidery, tapestry, hosiery, texturizing and all other special purposes in which any or all such yarns and threads could be used, to weave or otherwise manufacture, buy and sell and deal in all kinds of fabric whether textile, filter, knitted, looped, bonded or otherwise made out of the said yarns or fibres; to manufacture and deal as a wholesaler, retailer, distributor, exporter, broker, trader, agent, franchisee etc. in all kinds of garments, dresses, hosiery etc. made from out of the said yarns, fibres and fabrics for every kind of use; to make vitriol, bleaching and dyeing materials; to operate as dyers, printers, bleachers, finishers and dressers; to purchase material for and to purchase or manufacture blocks, spools, bobbins, cones, boxes, tickets, labels, wrappers, show cards, machines, tools and other appliances required in and connected with the said business; and to trade in, deal in, sell and dispose of the articles purchased and manufactured by the Company and to carry on any other operations and activities of whatsoever kind and nature in relation or incidental to hereinabove.

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(g) To manufacture, produce refine, process, formulate, mix or prepare, mine or otherwise acquire, buy, sell, exchange, distributes, trade, deal in, import and export any and all kinds of chemicals, including heavy chemicals of all grades and organic and inorganic chemicals, fertilisers, linden, pesticides, manures their mixtures and formulation and any and all Classes and kinds of chemicals, sources, chemical auxiliaries and analytical chemicals, mixtures, natural and synthetic and other derivatives and compounds and by-products thereof and any and all kinds of products of which any of the foregoing constitutes any ingredient or in the production of which any of the foregoing is used, including acids, alkalies, fertilisers and agricultural and industrial chemicals of all kinds and industrial and other preparation of, or products arising from or required in the manufacturing, refining of any kind of fertiliser, their mixture and formulation.

Corporate Structure

Grasim’s corporate structure as on 31st December, 2019 is as follows:

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Brief History of the Company

Milestones achieved by the Company since incorporation are mentioned below:

Year Event 1947 Grasim Industries Incorporated 1954 VSF production commences at Nagda (M.P) 1972 Caustic Soda production commences at Nagda (M.P) 1983-85 Vikram Cement, Grasim’s first cement plant goes on stream at Jawad (M.P) 1993 Listed on Luxemburg Stock Exchange (GDR) 1996 VSF plant commissioned at Kharach (Gujarat) 1998 Demerger of Indian Rayon’s cement business with Grasim 2004 Grasim acquires UltraTech Cement Ltd from L&T 2009 Grasim hived off its cement business to UltraTech Cement Limited 2014 State-of-the-art VSF plant is commissioned at Vilayat (Gujarat) 2015  Merger of ABCIL with Grasim (Chemicals)  Launch of Liva 2017 Merger of Aditya Birla Nuvo with Grasim. 2018 Acquisition of Right to operate and manage VFY business of Century Textiles and Industries 2019  Commissioned Value Added Specialty fibre line of 16KTPA based on in-house technology at Kharach in May-19 in a record timing ahead of scheduled timelines.  Acquired under-construction Chlor- Alkali plant on east coast (AP) in close proximity of the Caustic Soda consumption hub  Acquired Soktas India Pvt. Ltd. to further strengthen the Co’s leadership in premium fabric  Announced JV with Maschinenfabrik Reinhausen GmbH, Germany: Composite Insulators

Brief Particulars of Management:

Grasim is managed by Board of Directors currently comprising of Mr. Kumar Mangalam Birla, Chairman, Mrs. Rajashree Birla, Director, Mr. Shailendra Kumar Jain, Non-Executive Director, Mr. Arun Thiagarajan, Independent Director, Mr. Cyril Shroff, Independent Director, Dr. Thomas M. Connelly Jr., Independent Director, Mr. O.P Rungta, Independent Director, Ms. Anita Ramachandran, Independent Director, Mr. N. Mohanraj, Independent Director, Mr. Dilip Gaur, Managing Director

Mr. Ashish Adukia is the Chief Financial Officer of the Company and Ms. Hutokshi Wadia is the Company Secretary of the Company.

Mr. Sushil Agarwal ceased to be a Whole-time Director and Chief Financial Officer w.e.f. closing of business hours of 30th June 2019; Mr. Ashish Adukia is appointed as Chief Financial Officer of the Company w.e.f. 1st July 2019 and Mr. Mohanraj is appointed as Non-Executive Independent Director of Grasim Industries Limited w.e.f.12th July 2019.

Mr. M. L. Apte and Mr. B. V. Bhargava expressed their unwillingness to be re-appointed as Independent Directors for a second term, accordingly their term as Independent Directors expired post conclusion of 72nd Annual General Meeting of the Company held on 23rd August 2019.

Mr. Himanshu Kapania ceased to be Vice Chairman & Director of the Company w.e.f. closing of business hours of 31st December 2019. Ms. Usha Sangwan, ceased to be Non-Executive Director of the Company w.e.f. 16th May 2020

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Key Operational and Financial Parameters (Standalone Basis): (Rs. in Crores) Parameters H1FY20 FY 2018-19 FY 2017-18 FY 2016-17 Networth 39,523.67 41,959.19 44,789.83 16,230.98 Total Debt 4,491.95 3,310.76 2,969.00 701.49 Comprising Non Current of Maturities of 1,055.11 853.16 383.68 Long Term 2,208.05 Borrowing

Short Term 1,870.17 1,848.48 1,729.32 60.81 Borrowing

Current Maturities of 407.17 386.52 257.00 Long Term 413.73 Borrowing Net Fixed Assets 13,064.15 12,799.44 11,561.67 7,262.29 Non Current Assets 28,544.24 28,621.21 34,030.27 7,656.58 Cash and Cash Equivalents 30.15 19.54 26.07 34.59 Current Investments 2,280.42 2,965.95 1,959.85 1,572.33 Current Assets1 6,493.37 7,407.05 6,151.00 3,325.31 Current Liabilities2 4,470.00 4,567.39 4,059.49 2,215.86 Net Sales 9,691.25 20,345.85 15,602.10 10,203.76 EBITDA* 1,873.93 4,639.14 3,541.54 2,628.70

EBIT* 1,462.19 3,878.75 2,913.88 2,182.56 Interest 164.10 199.05 128.13 57.62

PAT 728.19 515.30 1,768.66 1,560.00

Dividend Amounts - 515.88 455.66 401.47

Current ratio 1.30 1.52 1.32 2.00

Interest Coverage Ratio 11.42 23.31 27.64 45.62

Gross Debt/ equity Ratio 0.11 0.08 0.07 0.04

Debt Service Coverage Ratio 7.46 7.93 4.75

1 Excluding Cash and Cash Equivalents and Current Investments 2 Excluding Short Term Borrowing and Current Maturities of Long term Borrowings * Before Exceptional Items ** Proposed (including Dividend Tax

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Gross Debt: Equity Ratio of the Company (standalone basis): -

Before the issue of debt securities$ 0.11 After the issue of debt securities^ 0.13 $ As on 30th September, 2019 ^ Assuming Issue Size of Rs. 500 Crore

A brief history of the Issuer since its incorporation giving details of its following activities:

(i) Details of Share Capital as on last quarter end i.e. 31st March, 2020:

Share Capital Details as on 31st March, 2020 Authorized Share Capital Rs. 305,50,00,000 (Rupees Three Hundred and Five Crore Fifty Lakhs) divided into 1,47,25,00,000 (One Hundred and Forty Seven Crore Twenty Five Lakhs) equity shares of Rs. 2 (Rupees Two) each, and 11,00,000 (Eleven Lakh) redeemable preference shares of Rs. 100 (Rupees One Hundred) each

Issued, Subscribed & Paid Up Rs. 131,55,97,876 (Rupees One Hundred and Thirty One Crore Fifty Five Share Capital Lakh Ninety Seven Thousand and Eight Hundred Seventy Six) divided into 65,77,98,938 (Sixty Five Crore Seventy Seven Lakh Ninety Eight Thousand and Nine Thirty Eight) equity shares of Rs.2 (Rupees Two) each

(ii) Changes in its capital structure till the last quarter end (31st March, 2020) for the last five years:

Date of Change Share capital prior to change (Rs.) Share capital after change Particulars (AGM/EGM) (Rs.) 06.04.2017 Rs. 125,50,00,000 (Rupees one hundred twenty five Rs. 305,50,00,000 (Rupees The Authorized Share Capital (NCLT crores and fifty lakhs) divided into 59,75,00,000 three hundred and five crore of the Company altered convened (fifty nine crores and seventy five lakhs) equity fifty lakhs) divided into pursuant to Composite Scheme meeting) shares of Rs. 2 (Rupees two) each,1,50,000 (one 1,47,25,00,000 (one hundred of Arrangement between lakh fifty thousand) 15% Series “A” redeemable and forty seven crores and Aditya Birla Nuvo Limited and cumulative preference shares of Rs. 100 (Rupees twenty five lakhs) equity shares Grasim Industries Limited and one hundred) each, 1,00,000 (one lakh) 8.57% of Rs. 2 (Rupees Two) each, Aditya Birla Financial Services Series “B” redeemable cumulative preference and 11,00,000 (eleven lakhs) Limited (now known as Aditya shares of Rs. 100 (Rupees one hundred) each, redeemable preference shares Birla Capital Limited) and their 3,00,000 (three lakhs) 9.3% Series “C” redeemable of Rs. 100 (Rupees one respective share-holders and cumulative preference shares of Rs. 100 (Rupees hundred) each. creditors. one hundred) each and 50,000 (fifty thousand) 11% redeemable cumulative preference shares of Rs. 100 (Rupees one hundred) each

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Date of Change Share capital prior to change (Rs.) Share capital after change Particulars (AGM/EGM) (Rs.) 23.09.2016 Rs. 125,50,00,000 (Rupees One hundred twenty Rs. 125,50,00,000 (Rupees one The Authorized Share Capital (AGM) five crores and fifty lakhs) divided into hundred twenty five crores and of the Company changed 11,95,00,000 (eleven crores ninety five lakhs) fifty lakhs) divided into pursuant to sub-division of the equity shares of Rs. 10 (Rupees Ten) each, 59,75,00,000 (fifty nine crores Equity shares of the Company, 1,50,000 (one lakh fifty thousand) 15% and seventy five lakhs) equity 5 (five) Equity Shares of face redeemable cumulative preference shares of Rs. shares of Rs. 2 (Rupees two) value of Rs. 2 each fully paid- 100 (Rupees One hundred) each of Series “A”, each,1,50,000 (one lakh fifty up allotted in lieu of existing 1 1,00,000 (one Lakh) 8.57% redeemable thousand) 15% Series “A” (one) Equity Share of Rs. 10 cumulative preference shares of Rs. 100 (Rupees redeemable cumulative each fully paid-up. One hundred) each of Series “B”, 3,00,000 (three preference shares of Rs. 100 lakhs) 9.3% redeemable cumulative preference (Rupees one hundred) each, shares of Rs. 100 (Rupees One hundred) each of 1,00,000 (one lakh) 8.57% Series “C” and 50,000 (fifty thousand) 11% Series “B” redeemable redeemable cumulative preference shares of Rs. cumulative preference shares 100 (Rupees One hundred) each. of Rs. 100 (Rupees one hundred) each, 3,00,000 (three lakhs) 9.3% Series “C” redeemable cumulative preference shares of Rs. 100 (Rupees one hundred) each and 50,000 (fifty thousand) 11% redeemable cumulative preference shares of Rs. 100 (Rupees one hundred) each. 10.06.2015 Rs.100,50,00,000 (Rupees One hundred crores Rs. 125,50,00,000 (Rupees The Authorized Share Capital (Court convened and fifty lakhs) divided into 9,50,00,000 (nine One hundred twenty five of the Company changed meeting) crores fifty lakhs) equity shares of Rs. 10/- (rupees crores and fifty lakhs) divided pursuant to Scheme of ten) each, into 11,95,00,000 (eleven Amalgamation of Aditya Birla 1,50,000 (one lakh fifty thousand) (15%) “A” crores ninety five lakhs) equity Chemicals (India) Limited Series Redeemable Cumulative Preference Shares shares of Rs. 10 (Rupees Ten) with Grasim Industries of Rs. 100/- (rupees one hundred) each, 1,00,000 each, 1,50,000 (one lakh fifty Limited and their respective (one lakh) (8.57%) “B” Series Redeemable thousand) 15% redeemable shareholders and creditors. Cumulative Preference Shares of Rs. 100/- (rupees cumulative preference shares one hundred) each 3,00,000 (three lakh) (9.30%) of Rs. 100 (Rupees One “C” Series Redeemable Cumulative Preference hundred) each of Series “A”, Shares of Rs. 100/- (rupees one hundred) each. 1,00,000 (one Lakh) 8.57% redeemable cumulative preference shares of Rs. 100 (Rupees One hundred) each of Series “B”, 3,00,000 (three lakhs) 9.3% redeemable cumulative preference shares of Rs. 100 (Rupees One hundred) each of Series “C” and 50,000 (fifty thousand) 11% redeemable cumulative preference shares of Rs. 100 (Rupees One hundred) each.

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(iii) Equity Share Capital History of the Company in the past five years, till the last quarter end 31st March, 2020:

Date of No Face Issue Considerati Nature of Cumulative Remarks Allotment of Equity Value Price on (Cash, Allotment No. of Equity Equity Shares (Rs) (Rs) other than Equity Share Capital Share cash, etc) Shares (in Rs) Premium (in Rs)

30.04.2014 623 10 1523 Cash Shares allotted to the 9,18,27,594 91,82,75,940 1513 - Employees under ESOS, 2006 21.05.2014 700 10 1523 Cash Shares allotted to the 9,18,28,294 91,82,82,940 1513 - Employees under ESOS, 2006 21.05.2014 200 10 1594 Cash Shares allotted to the 9,18,28,494 91,82,84,940 1584 - Employees under ESOS, 2006 20.06.2014 5,371 10 1523 Cash Shares allotted to the 9,18,33,865 91,83,38,650 1513 - Employees under ESOS, 2006 20.06.2014 473 10 2279 Cash Shares allotted to the 9,18,34,338 91,83,43,380 2269 - Employees under ESOS, 2006 14.08.2014 8,662 10 1523 Cash Shares allotted to the 9,18,43,000 91,84,30,000 1513 - Employees under ESOS, 2006 14.08.2014 500 10 1594 Cash Shares allotted to the 9,18,43,500 91,84,35,000 1584 - Employees under ESOS, 2006 14.08.2014 472 10 2279 Cash Shares allotted to the 9,18,43,972 91,84,39,720 2269 - Employees under ESOS, 2006 20.09.2014 1,833 10 1523 Cash Shares allotted to the 9,18,45,805 91,84,58,050 1513 - Employees under ESOS, 2006 20.10.2014 260 10 1523 Cash Shares allotted to the 9,18,46,065 91,84,60,650 1513 - Employees under ESOS, 2006 20.11.2014 1,290 10 1523 Cash Shares allotted to the 9,18,47,355 91,84,73,550 1513 - Employees under ESOS, 2006 20.12.2014 1,472 10 1523 Cash Shares allotted to the 9,18,48,827 91,84,88,270 1513 - Employees under ESOS, 2006

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27.01.2015 745 10 1523 Cash Shares allotted to the 9,18,49,572 91,84,95,720 1513 - Employees under ESOS, 2006 27.01.2015 537 10 1594 Cash Shares allotted to the 9,18,50,109 91,85,01,090 1584 - Employees under ESOS, 2006 27.01.2015 2,076 10 2279 Cash Shares allotted to the 9,18,52,185 91,85,21,850 2269 - Employees under ESOS, 2006 20.04.2015 100 10 2583 Cash Shares allotted to the 9,18,52,285 91,85,22,850 2573 - Employees under ESOS, 2006 & 2013 20.04.2015 172 10 1513 Cash Shares allotted to the 9,18,52,457 91,85,24,570 1503 - Employees under ESOS, 2006 & 2013 21.05.2015 300 10 1513 Cash Shares allotted to the 9,18,52,757 91,85,27,570 1503 - Employees under ESOS, 2006 26.06.2015 1,036 10 1584 Cash Shares allotted to the 9,18,53,793 91,85,37,930 1574 - Employees under ESOS, 2006 27.08.2015 1,000 10 2593 Cash Shares allotted to the 9,18,54,793 91,85,47,930 2583 - Employees under ESOS, 2006 & 2013

27.08.2015 9,148 10 1523 Cash Shares allotted to the 9,18,63,941 91,86,39,410 1513 - Employees under ESOS, 2006 & 2013

21.09.2015 100 10 2593 Cash Shares allotted to the 9,18,64,041 91,86,40,410 2583 - Employees under ESOS, 2006 & 2013

21.09.2015 473 10 2279 Cash Shares allotted to the 9,18,64,514 91,86,45,140 2269 - Employees under ESOS, 2006 & 2013 21.09.2015 2,135 10 1523 Cash Shares allotted to the 9,18,66,649 91,86,66,490 1513 - Employees under ESOS, 2006 & 2013

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26.11.2015 1,273 10 1523 Cash Shares allotted to the 9,18,67,922 91,86,79,220 1513 - Employees under ESOS, 2006 18.12.2015 746 10 1523 Cash Shares allotted to the 9,18,68,668 91,86,86,680 1513 - Employees under ESOS, 2006 20.01.2016 14,61,657 10 10 Other than Scheme of 9,33,30,325 93,33,03,250 0 - Cash Arrangement (ABCIL) (1:16) 21.01.2016 150 10 1523 Cash Shares allotted to the 9,33,30,475 93,33,04,750 1513 - Employees under ESOS, 2006 & 2013

21.01.2016 472 10 2279 Cash Shares allotted to the 9,33,30,947 93,33,09,470 2269 - Employees under ESOS, 2006 & 2013

21.01.2016 833 10 2593 Cash Shares allotted to the 9,33,31,780 93,33,17,800 2583 - Employees under ESOS, 2006 & 2013

20.02.2016 12,090 10 1440 Cash Shares allotted to the 9,33,43,870 93,34,38,700 1430 - Employees under ESOS, 2006 20.02.2016 1,886 10 2279 Cash Shares allotted to the 9,33,45,756 93,34,57,560 2269 - Employees under ESOS, 2006 20.02.2016 350 10 1523 Cash Shares allotted to the 9,33,46,106 93,34,61,060 1513 - Employees under ESOS, 2006 26.05.2016 450 10 1440 Cash Shares allotted to the 9,33,46,556 93,34,65,560 1430 - Employees under ESOS, 2006 26.05.2016 973 10 1523 Cash Shares allotted to the 9,33,47,529 93,34,75,290 1513 - Employees under ESOS, 2006 26.07.2016 673 10 1523 Cash Shares allotted to the 9,33,48,202 93,34,82,020 1513 - Employees under ESOS, 2006

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23.08.2016 6,715 10 1523 Cash Shares allotted to the 9,33,54,917 93,35,49,170 1513 - Employees under ESOS, 2006 & 2013 23.08.2016 1,295 10 1440 Cash Shares allotted to the 9,33,56,212 93,35,62,120 1430 - Employees under ESOS, 2006 & 2013 23.08.2016 600 10 2593 Cash Shares allotted to the 9,33,56,812 93,.35,68,120 2583 - Employees under ESOS, 2006 & 2013 01.12.2016 2,360 2 455.80 Cash Shares allotted to the 46,67,86,420 93,35,72,840 453.80 - Employees under ESOS, 2006 & 2013 01.12.2016 1,500 2 518.60 Cash Shares allotted to the 46,67,87,920 93,35,75,840 516.60 - Employees under ESOS, 2006 & 2013 01.12.2016 9,140 2 2 Cash Shares allotted to the 46,67,97,060 93,35,94,120 0 - Employees under ESOS, 2006 & 2013 09.01.2017 4,455 2 2 Cash Shares allotted to the 46,68,01,515 93,36,03,030 0 - Employees under ESOS, 2006 & 2013 09.01.2017 5 2 455.80 Cash Shares allotted to the 46,68,01,520 93,36,03,040 453.80 - Employees under ESOS, 2006 & 2013 13.02.2017 2,365 2 455.80 Cash Shares allotted to the 46,68,03,885 93,36,07,770 453.80 - Employees under ESOS, 2006 & 2013 13.02.2017 5,320 2 2 Cash Shares allotted to the 46,68,09,205 93,36,18,410 0 - Employees under ESOS, 2006 & 2013

16.03.2017 2,000 2 542.80 Cash Shares allotted to the 46,68,11,205 93,36,22,410 540.80 - Employees under ESOS, 2006 & 2013

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16.03.2017 6,665 2 2 Cash Shares allotted to the 46,68,17,870 93,36,35,740 0 - Employees under ESOS, 2006 16.03.2017 10,665 2 518.60 Cash Shares allotted to the 46,68,28,535 93,36,57,070 516.60 - Employees under ESOS, 2006 & 2013 16.03.2017 8,575 2 2 Cash Shares allotted to the 46,68,37,110 93,36,74,220 0 - Employees under ESOS, 2006 & 2013 03.04.2017 19,915 2 288 Cash Shares allotted to the 46,68,57,025 93,37,14,050 286.00 - Employees under ESOS, 2006 & 2013 03.04.2017 5,165 2 518.60 Cash Shares allotted to the 46,68,62,190 93,37,24,380 516.60 - Employees under ESOS, 2006 & 2013 02.06.2017 5,775 2 2 Cash Shares allotted to the 46,68,67,965 93,37,35,930 0 - Employees under ESOS, 2013 09.07.2017 19,04,62,665 2 2 Other than Composite Scheme 65,73,30,630 1,31,46,61,260 0 - Cash of Arrangement (ABNL) (15:10)

13.07.2017 2,915 2 2 Cash Shares allotted to the 65,73,33,545 1,31,46,67,090 0 - Employees under ESOS, 2013 23.03.2018 8,725 2 274.00 Cash Shares allotted to the 65,73,42,270 - Employees under 1,31,46,84,540 272.00 ESOS, 2006 & 2013

23.03.2018 22,350 2 528.80 Cash Shares allotted to the 65,73,64,620 1,31,47,29,240 526.80 - Employees under ESOS, 2006 & 2013

23.03.2018 6,815 2 2 Cash Shares allotted to the 65,73,71,435 1,31,47,42,870 0 - Employees under ESOS, 2006 & 2013

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04.05.2018 5,000 2 5316 Cash Shares allotted to the 657,376,435 131,47,52,870 0 - Employees under ESOS, 2006 & 2013 04.05.2018 3,500 2 528.8 Cash Shares allotted to the 657,379,935 131,47,59,870 0 - Employees under ESOS, 2006 & 2013 04.05.2018 3687 2 380 Cash Shares allotted to the 657,383,622 13147,67,244 0 - Employees under ESOS, 2006 & 2013 04.05.2018 11439 2 2 Cash Shares allotted to the 657,395,061 131,47,90,122 0 - Employees under ESOS, 2006 & 2013 28.05.2018 17455 2 274 Cash Shares allotted to the 657,412,516 131,48,25,032 0 - Employees under ESOS, 2006 & 2013 28.05.2018 2458 2 380 Cash Shares allotted to the 657,414,974 131,48,29,948 0 - Employees under ESOS, 2006 & 2013 28.05.2018 8284 2 380 Cash Shares allotted to the 657,423,258 131,48,46,516 0 - Employees under ESOS, 2006 & 2013 13.06.2018 2365 2 304.8 Cash Shares allotted to the 657,425,623 131,48,51,246 0 - Employees under ESOS, 2006 & 2013 13.06.2018 14400 2 528.8 Cash Shares allotted to the 657,440,023 131,48,80,046 0 - Employees under ESOS, 2006 & 2013 21.06.2018 54915 2 274 Cash Shares allotted to the 657,494,938 131,49,89,876 0 - Employees under ESOS, 2006 & 2013 21.06.2018 83315 2 528.8 Cash Shares allotted to the 657,578,253 131,51,56,506 0 - Employees under ESOS, 2006 & 2013

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27.08.2018 6100 2 531.6 Cash Shares allotted to the 657,584,353 131,51,68,706 0 - Employees under ESOS, 2006 & 2013 27.08.2018 1535 2 449 Cash Shares allotted to the 657,585,888 131,51,71,776 0 - Employees under ESOS, 2006 & 2013 27.08.2018 2316 2 380 Cash Shares allotted to the 657,588,204 131,51,76,408 0 - Employees under ESOS, 2006 & 2013 27.08.2018 3084 2 2 Cash Shares allotted to the 657,591,288 131,51,82,576 0 - Employees under ESOS, 2006 & 2013 29.01.2019 1000 2 531.60 Cash Shares allotted to the 65,75,92,288 131,51,84,576 0 - Employees under ESOS, 2006 & 2013 29.01.2019 2275 2 528.80 Cash Shares allotted to the 65,75,94,563 131,51,89,126 0 - Employees under ESOS, 2006 & 2013 29.01.2019 3800 2 2.00 Cash Shares allotted to the 65,75,98,363 131,51,96,726 0 - Employees under ESOS, 2006 & 2013 02.05.2019 3348 2 531.60 Cash Shares allotted to the 65,76,01,711 131,52,03,422 0 - Employees under ESOS, 2006 & 2013 02.05.2019 7329 2 449.00 Cash Shares allotted to the 65,76,09,040 131,52,18,080 0 - Employees under ESOS, 2006 & 2013 05.07.2019 2360 2 304.80 Cash Shares allotted to the 65,76,11,400 131,50,22,800 0 - Employees under ESOS, 2006 & 2013 05.07.2019 3347 2 531.60 Cash Shares allotted to the 65,76,14,747 131,50,29,494 0 - Employees under ESOS, 2006 & 2013

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05.07.2019 3072 2 648.00 Cash Shares allotted to the 65,76,17,819 131,50,35,638 0 - Employees under ESOS, 2006 & 2013 21.08.2019 54915 2 274.00 Cash Shares allotted to the 65,76,72,734 131,53,45,468 0 - Employees under ESOS, 2006 24.10.2019 2225 2 531.60 Cash Shares allotted to the 65,76,74,959 131,53,49,918 0 - Employees under ESOS, 2006 & 2013 24.10.2019 121750 2 528.80 Cash Shares allotted to the 65,77,96,709 131,55,93,418 0 - Employees under ESOS, 2006 & 2013 24.10.2019 2229 2 2.00 Cash Shares allotted to the 65,77,98,938 131,55,97,876 0 - Employees under ESOS, 2006 & 2013

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(iv) Details of any Acquisition or Amalgamation in the last 1 year:-

a. Pursuant to the Composite Scheme of Arrangement between Aditya Birla Nuvo Limited (ABNL) and Grasim Industries Limited (Grasim) and Aditya Birla Financial Services Limited (now known as Aditya Birla Capital Limited)(ABCL) and their respective shareholders and creditors (the Scheme), the Hon’ble National Company Law Tribunal, Bench at Ahmedabad vide its Order dated 1st June, 2017 sanctioned the amalgamation of ABNL with Grasim & the subsequent demerger of the financial services business of Grasim to ABCL. Pursuant to the Order erstwhile ABNL stands amalgamated with Grasim w.e.f. 1st July 2017 and the financial services business of Grasim stands demerged in favour of ABCL, w.e.f. 4th July 2017.

b. The Company entered into an arrangement with Century Textiles and Industries Limited (“CTIL”) involving the grant to the Company by CTIL of the right and responsibility to manage and operate its viscose filament yarn business, for a fixed duration of 15 years.

c. The Company entered into a definitive agreement on February 18, 2019 to acquire the Chlor-Alkali Business of K.P.R. Industries (India) Limited by way of a slump sale. The Business consists of an under-construction 200 TPD Chlor-Alkali project at Balabhadrapuram, Andhra Pradesh. The acquisition is in line with Grasim's strategy to strengthen our position in chemical business.

d. The Company entered into a definitive agreement on March 5, 2019, to acquire 100% equity shareholding of SIPL, from its current promoters. SIPL is in the business of manufacturing and the distribution of premium cotton fabrics. SIPL sells premium fabrics in India under the “SÖKTAŞ”, “Giza House” and “Excellence by SÖKTAŞ” brands. The Company has a significant presence in India’s premium linen fabric market, through its leading brand “Linen Club”, acquisition of SIPL will strengthen the Company’s leadership in the premium cotton and linen fabric market in India.

(v) Details of any Reorganization or Reconstruction in the last 1 year:-

None

C) Details of the shareholding of the Company as on 31st March, 2020

(i) Shareholding pattern of the Company as on 31st March, 2020

Sr. No. Category No. of Shares No. of Shares % to total held held in equity Demat Form 1. Promoter & Promoter Group 26,48,47,734 26,48,47,734 40.26 (Including GDR held by Promoter Group) Mutual Fund 6,34,91,057 6,34,52,213 9.65 2.

Alternative Investment Fund 7,12,512 7,12,512 0.11 3.

4. Foreign Portfolio Investors 8,89,33,166 8,89,25,186 13.52 5. Financial Institutions / Banks 13,15,339 12,66,618 0.20

6. Insurance Companies 8,48,73,201 8,48,55,249 12.90 7. Central Government / State Government 9,156 7,906 0.00

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Sr. No. Category No. of Shares No. of Shares % to total held held in equity Demat Form 8. Individual Shareholders 6,42,59,794 5,89,83,389 9.77 9. NBFC 3,847 3,847 0.00

10. Trust 54,60,555 54,35,039 0.83 11. Overseas Corporate Bodies 1,31,15,226 0 1.99 12. Bodies Corporate 4,69,57,776 4,66,24,115 7.14 13. Clearing Members 9,91,274 9,91,274 0.15 14. Non-Resident Indians 48,90,092 38,31,637 0.74 15. Foreign National 19,769 19,769 0.00 16. IEPF 25,70,691 25,70,691 0.39 17. GDR (Public) 1,39,90,374 1,39,89,624 2.13 18. Shares held by Employee Trust 13,57,375 13,57,375 0.21 Total 65,76,72,734 63,73,53,240 100.00

Note: None of the shares of Promoter and Promoter Group of the Company have been pledged or encumbered by the Promoters.

(ii) List of top 10 holders of Equity Shares of the Company as on 31st March, 2020

Sr. Shareholder’s Name No. of % of No. Shares Shares

1. BIRLA GROUP HOLDINGS PRIVATE LIMITED 12,50,04,398 19.00 2. LIFE INSURANCE CORPORATION OF INDIA 6,64,93,016 10.11 3. CITIBANK N.A. NEW YORK, NYADR DEPARTMENT 3,80,01,144 5.78 4. IGH HOLDINGS PRIVATE LIMITED 3,36,28,393 5.11 5. HINDALCO INDUSTRIES LIMITED 2,82,22,468 4.29 6. UMANG COMMERCIAL COMPANY PRIVATE LIMITED 2,67,46,262 4.07 7. PILANI INVESTMENT AND INDUSTRIES CORPORATION LTD. 2,47,14,527 3.76 8. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 75,16,169 1.14 9. ICICI PRUDENTIAL VALUE DISCOVERY FUND 69,33,933 1.05 10. SHAMYAK INVESTMENT PRIVATE LIMITED 64,89,582 0.99

E. Details of the Directors of the Company:-

(i) Current Directors as on 10th June, 2020

Sr. Name, Occupation Age Address Director Details of other directorships No. Designation and (yrs) of the DIN company since 1. Mr. Kumar Industrialist 52 Mangal Adityayan, 14.10.1992  Hindalco Industries Limited Mangalam Birla 20 Carmichael  Aditya Birla Sun Life AMC

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Sr. Name, Occupation Age Address Director Details of other directorships No. Designation and (yrs) of the DIN company since Chairman – Non- Road, Behind Limited Executive Jaslok Hospital,  Aditya Birla Sun Life DIN: 00012813 Mumbai - 400 026 Insurance Company Limited  UltraTech Cement Limited  Century Textile And Industries Limited  Vodafone Idea Limited  Aditya Birla Capital Limited  G.D. Birla Medical Research And Education Foundation  Birla Group Holdings Private Limited  Aditya Birla Management Corporation Private Limited  Global Holdings Private Limited  Svatantra Microfin Private Limited  Air India Limited  Aditya Birla New Age Private Limited  Aditya Marketing & Manufacturing Private Limited

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Sr. Name, Occupation Age Address Director Details of other directorships No. Designation and (yrs) of the DIN company since 2. Mrs. Rajashree Industrialist 74 Mangal Adityayan, 14.03.1996  Hindalco Industries Limited Birla 20 Carmichael  Aditya Birla Health Services Non-Executive Road, Behind Limited Director Jaslok Hospital,  UltraTech Cement Limited DIN: 00022995 Mumbai - 400 026  Century Enka Limited  Century Textiles And Industries Limited  Pilani Investment and Industries Corporation Limited  Vikram Holdings Private Limited  G.D. Birla Medical Research And Education Foundation  Birla Group Holdings Private Limited  Breach Candy Hospital Trust  Vaibhav Medical And Education Foundation  Vaibhav Holdings Private Limited  Rajratna Holdings Private Limited  IGH Holdings Private Limited  Birla Brothers Private Ltd.  Aditya Marketing & Manufacturing Private Limited

3. Mr. Cyril Shroff Professional 60 67, Rupam, 25.07.2000  Yellow Sunflower Premises Independent Worli Sea Face, Private Limited Director Mumbai 400030  Rare Rose Premises Private DIN: 00018979 Limited  Mogra Investment Consultants Private Limited  Turmeric Advisory Private Limited  Hycinth Advisors Private Limited  Pansy Premises Private Limited  Gurukripa Communications Private Limited  Bougainvillea Wealth Management Private Limited  Petunia Advisory Private

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Sr. Name, Occupation Age Address Director Details of other directorships No. Designation and (yrs) of the DIN company since Limited  Lavender Premises Private Limited  Callalily Premises & Advisory Private Limited  Red Poppy Premises Private Limited  White Blossom Premises Private Limited 4. Dr. Thomas M. Professional 67 201, Chandler LN 20.08.2010 Nil Connelly Jr. Cherrington, Independent Wilmington, DE Director 198070000, USA DIN: 03083495 5. Mr. Shailendra Advisor 76 Executive Block 3, 01.04.2010  Sungod Trading & Investment K. Jain Grasim Staff Ltd. Non-Executive Colony, Birlagram,  Samruddhi Swastik Trading & Director Nagda 456331 Investments Ltd. DIN: 00022454 (M.P.) 6. Mr. Om Prakash Consultant 77 A7/902, Ganga 25.09.2014 Nil Rungta Satellite, Independent Wanawadi, Director Pune – 411040 DIN: 00020559

7. Mr. Arun Company 75 No. 102 Prestige 07.05.2016  Vodafone Idea Limited Thiagarajan Director Ashcroft, 47/11  GE Power India Ltd. Independent Lavelle Road, 6th  TTK Prestige Limited Director Cross, Bangalore  Fowler Westrup (India) Private DIN: 00292757 North, Bangalore Limited G.P.O., Bengaluru- 560001 8. Mr. Dilip Gaur Company 62 2202- A, 2202 –B 01.04.2016  Birla Carbon India Private Managing Executive 22nd Floor, Springs Limited Director I, Island City  Aditya Birla Management DIN: 02071393 Center, Corporation Private Limited G. D. Ambedkar Marg, Near Wadala telephone exchange, Mumbai- 400014

9. Ms Anita Consultant 64 2401/2402, A 14.08.2018  Godrej & Boyce Mfg. Co. Ltd Ramachandran Wing, Raheja  Rane (Madras) Ltd Atlantis, Ganpat  Kotak Mahindra Life Insurance

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Sr. Name, Occupation Age Address Director Details of other directorships No. Designation and (yrs) of the DIN company since Independent Rao Kadam Marg, Ltd. Director Lower Parel,  Aditya Birla Housing Finance DIN: 00118188 Mumbai- 400 013 Ltd.  Aditya Birla My Universe Ltd.  IDFC Asset Management Co. Ltd.

 Utkarsh Small Finance Bank Ltd.  Cerebrus Consultants Pvt. Ltd.  FSN E-Commerce Ventures Pvt Ltd.  Wheelsemi Pvt. Ltd.  Oxfam India  Samhi Hotels Ltd.  Metropolis Healthcare Limited  Happiest Minds Technologies Limited

10. Mr. N. Mohanraj Professional 66 Plot No.16, 1st 12.07.2019  LTIDPL Indvit Services (appointed w.e.f. Floor, Limited 12th July 2019) Sri Kamakshi  Veritas Finance Private Independent Nagar, Limited Director Mugalivakkam, DIN: 00181969 Kancheepuram, Chennai -600125.

(ii) Details of change in directors since last three years:-

Name, Designation and DIN Date of Appointment/ Resignation Director of the Remarks Company since (in case of resignation)

Mr. K.K. Maheshwari Resigned w.e.f. 27th December 2016 20th May 2010 - Non-Executive Director DIN: 00017572 Mr. R.C. Bhargava Resigned w.e.f. 1st October 2016 25th July 2000 - Independent Director DIN: 00007620 Mr. Arun Thiagarajan Appointed w.e.f. 7th May 2016 - - Independent Director DIN: 00292757

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Mr. Dilip Gaur Appointed w.e.f. 1st April 2016 - - Managing Director DIN: 02071393 Mr. N. Mohan Raj Ceased to be Director w.e.f. 23rd May 2018 - - Nominee Director DIN: 0018 1969 Ms. Usha Sangwan Resigned w.e.f. 16th May 2020 23rd May 2018 - Non - Executive Director DIN: 02609263 Mr. Himanshu Kapania Ceased to be Director and Vice Chairman 14th August 2018 - Vice Chairman w.e.f. closing of business hours on 31st DIN: 03387441 December 2019 Ms. Anita Ramachandran Appointed w.e.f 14th August 2018 - - Independent Director DIN: 00118188 Mr. Sushil Agarwal Ceased to be CFO & Whole-Time Director 1st July 2015 - CFO & Whole-Time Director w.e.f. closing business hours of 30th June DIN: 00060017 2019 Mr. N. Mohan Raj Appointed w.e.f 12th July 2019 - - Non-Executive Independent Director DIN: 0018 1969 Mr. M. L. Apte Ceased w.e.f. 23rd August 2019 6th May 1987 - Independent Director DIN: 00003656 Mr. B. V. Bhargava Ceased w.e.f. 23rd August 2019 26th March 1997 - Independent Director DIN: 00001823

(iii) Remuneration of Directors

Non-Executive Director

Our Non-executive Directors are entitled to reimbursement of out of pocket expenses, sitting fees, and other incidental expenses incurred by the Director in such amounts or proportion as may be decided by the Board from time to time.

The following table sets forth the sitting fees and commission paid by our Company to our non-executive Directors during the current year (sitting fees only) and for the Fiscals 2019, 2018 and 2017

(Rs. in Crores) Name of Director Total sitting fees and commission (as applicable)

Apr – Dec’19 Fiscal 2019 Fiscal 2018 Fiscal 2017 Mr. Kumar Mangalam Birla 0.021 13.34 12.72 10.03 Mrs. Rajashree Birla 0.012 1.26 0.68 0.57 Mr. M L Apte 0.027 0.46 0.48 0.32 Mr. B V Bhargava 0.028 0.39 0.40 0.34 Mr. Cyril Shroff 0.024 0.13 0.11 0.09

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Name of Director Total sitting fees and commission (as applicable)

Apr – Dec’19 Fiscal 2019 Fiscal 2018 Fiscal 2017 Mr. N. Mohan Raj* 0.0145 NA 0.14 0.13 Dr. Thomas M. Connelly, Jr. 0.030 0.14 0.15 0.13 Mr. O. P. Rungta 0.041 0.20 0.23 0.17 Mr. Shailendra K. Jain 0.038 0.23 0.17 0.23 Mr. Arun Thiagarajan** 0.037 0.33 0.28 0.22 Mr. R C Bhargava@ NA NA NA 0.13 Mr. K. K. Maheshwari^ NA NA NA 0.005 Mr. D D Rathi$ NA NA NA NA Mrs Usha Sangwan# 0.015 0.09 NA NA Mrs. Anita Ramachandran## 0.027 0.13 NA NA Mr. Himanshu Kapania### 0.020 0.10 NA NA * Commission is payable to LIC, and sitting fee is paid to Mr. N Mohan Raj ** Appointed as Independent Director w.e.f. 07.05.2016 @ Resigned as Director of the Company w.e.f. 1. 12. 2016 ^ Mr , K. K. Maheshwari ceased to be Managing Director with effect from 31.03.2016. Mr. Maheshwari ceased to be Director of the Company and w.e.f 27th December 2016 $ Resigned as Director of the Company w.e.f. close of business on 25th September, 2014 # Mrs. Usha Sangwan was appointed as a Director w.e.f May 23, 2018 ## Mrs. Anita Ramachandran was appointed as Independent Direector w.e.f. 14.08.2018 ### Mr. Himanshu Kapania was appointed as a Director w.e.f 14.08.2018 and ceased w.e.f. 31.12.2019

Terms of appointment and remuneration of our Managing Director and Whole-time Director

Mr. Dilip Gaur has been appointed as the Managing Director of our Company for a term of five years w.e.f. 1st April 2016 pursuant to the resolution dated 18th December 2015 passed by the Board of Directors and resolution dated 23rd September 2016 passed by the shareholders of our Company.

Mr. Sushil Agarwal has been appointed as a Whole-Time Director & Chief Financial Officer of our company for a term of five years w.e.f. 1st July 2015 pursuant to the resolution dated 2nd May 2015 passed by the Board of Directors and resolution dated 19th September 2015 passed by the shareholders of our Company. Mr. Sushil Agarwal ceased to be a Whole-time Director and Chief Financial Officer w.e.f. closing of business hours of 30th June 2019.

The following table sets forth the compensation paid by our Company, to our Managing Director(s) and Whole-time Director(s) for the current year and for the Fiscals 2019, 2018 and 2017

(Rs. in Crores) Name of Director Total remuneration (including salary and other benefits) Apr – Dec’19 Fiscal 2019 Fiscal 2018 Fiscal 2017

Mr. Dilip Gaur* 6.10 6.55 5.85 3.66 Mr. Sushil Agarwal$ 3.79 6.09 5.28 3.55 Mr. Adesh Gupta@ NA NA NA NA Mr. K.K. Maheshwari^ NA NA NA 4.30 * appointed as an Additional Director and Managing Director of the Company w.e.f. 1st April 2016. $ ceased to be Whole-time Director and CFO of the Company, w.e.f. closing business hours of 30th June 2019 @ ceased to be Whole-time Director and CFO of the Company w.e.f. the close of business hours on 30th June 2015. ^ ceased to be the Managing Director of the Company, w.e.f. the close of business hours on 31st March 2016.

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(iv) Interest of Directors, Promoters or Key Managerial Personnel in the Issue

None of the Directors, Promoters of Key Managerial Personnel of the Issuer are interested in the Issue.

(v) Contribution being made by the promoters or directors either as part of the offer or separately

None.

F. Following details regarding the auditors of the Company:-

(i) Details of the auditor of the Company:-

Name Address Auditor since

Mr. Vijay Maniar Partner: 22.09.2017 S R B C & Co, LLP Chartered Accountants 14th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar(West), Mumbai-400028

Mr. Vikas R Kasat Partner: 23.09.2016 B S R & Co. LLP Chartered Accountants Lodha Excelus, 5th Floor, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai-400011

(ii) Details of change in auditor since last three years:-

 M/s. B S R & Co. LLP were appointed in place of Deloitte Haskins & Sells LLP, at the AGM held on 23.09.2016.

 M/s. S R B C & Co, LLP were appointed in place of M/s. G. P. Kapadia & Co., Chartered Accountants, at the AGM held on 22.09.2017.

G. Details of borrowings of the Company, as on the latest quarter ended 31st March, 2020:-

(i) Details of Secured Loan Facilities as on 31st March, 2020:

Lender’s Nature of Amount Principal Repayment Security, if Credit Asset name/ facility/ sanctioned Amount date / applicable rating, if classification Name of instrument (Rs in outstanding schedule applicable the crores) (Rs in crores) Bank HDFC Rupee Term 36.38 16.06 9% of loan in Exclusive AAA Standard Bank Loan 4 equal charge on (Stable) – installments certain CRISIL starting from specific PPE /CARE Aug 2016 , of Nagda

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Lender’s Nature of Amount Principal Repayment Security, if Credit Asset name/ facility/ sanctioned Amount date / applicable rating, if classification Name of instrument (Rs in outstanding schedule applicable the crores) (Rs in crores) Bank 12.50% of (Staple Fibre loan in 4 equal Division) installments, 17.50% of loan in 4 equal installments, 22.50% of loan in 4 equal installments and 38.50% of loan in 4 equal installments

HDFC Rupee Term 15.77 9.78 21 quarterly Term loan AAA Standard Bank Loan instalments secured by (Stable) – from 19th way of first CRISIL / December, pari passu CARE 2016. First charge four created by instalments of hypothecatio Rs 0.32 Crore n of the each, next 4 entire instalments of movable Rs 0.39 Crore properties of each, next 4 the instalments of Company’s Rs 0.47 Crore Rayon each, next 4 Division instalments of Plant at Rs 0.63 Crore Veraval and each and last 5 Textile instalments of Division Rs 1.70 Crore Plant at each Rishra

Kotak Rupee Term 22.44 7.18 20 quarterly Term loan AAA Standard Bank Loan instalments secured by (Stable) – from 3rd way of first CRISIL September, pari passu /CARE 2016. First charge four created by instalments of hypothecatio Rs 0.56 Crore n of the each, next 8 entire

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Lender’s Nature of Amount Principal Repayment Security, if Credit Asset name/ facility/ sanctioned Amount date / applicable rating, if classification Name of instrument (Rs in outstanding schedule applicable the crores) (Rs in crores) Bank instalments of movable Rs 1.12 Crore properties of each, next 4 the instalments of Company’s Rs 1.35 Crore Rayon each, and last 4 Division instalments of Plant at Rs 1.46 Crore Veraval and each Textile Division Plant at Rishra TDB Rupee Term 250.00 222.40 9 half-yearly Term loan AAA Standard Loan instalments secured by (Stable) – starting from way of first CRISIL 01st April, pari passu /CARE 2020 charge created by hypothecatio n of the entire movable properties of the Company’s Birla Cellulosic Excel Plant at Kharach

(ii) Details of Secured Short Term Loan Facilities as on 31st March, 2020

Sr. Lender Amount Amount outstanding Security Details Asset No. Name Sanctioned(Rs. in (Rs. in crores) classification crores)

Fund Non Fund Non Fund Based Fund Based Based Based

1 Bank Of America 85.00 - - - 2 Canara Bank

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Sr. Lender Amount Amount outstanding Security Details Asset No. Name Sanctioned(Rs. in (Rs. in crores) classification crores)

Fund Non Fund Non Fund Based Fund Based Based Based

5.00 - - - 3 Citi Bank First Charge on Standard 5.00 - - - Receivables and 4 HDFC Bank Inventory of Finished goods, 250.00 350.00 42.44 350.00 work in progress 5 HSBC Bank and stores & 20.00 15.00 - - spares in favour of SBI as lead 6 ICICI Bank bank 20.00 15.00 - -

7 IDBI Bank 5.00 10.00 - - 8 Standard Chartered 35.00 - - - 9 State Bank of India 100.00 250.00 99.5 119.68 10 Punjab National Bank 5.00 - - - 11 Credit Agricole 5.00 - - - C&IB 12 DBS Bank Ltd. 10.00 10.00 - - 13 Unallocated 55.00 50.00 - - 14 Special Hypothecation of Standard Banking stocks, Book Arrangement debts of Indogulf PNB 322.14 - 322.14 - Unit

TOTAL 922.14 700.00 464.08 469.68 Credit rating - All secured short term loan facilities are rated A1+

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Details of Unsecured Loan Facilities as on 31st March, 2020

Lender’s name/ Nature of Principal Credit Amount Repayment date / Security, if Asset Name of the facility/ Amount rating, if sanctioned schedule applicable classification Bank instrument outstanding applicable Uttar Pradesh Repayable on 27th 0.95 0.95 State Government PICUP Loan May 2022 Unsecured No Standard Uttar Pradesh Repayable on 7th 5.84 5.84 State Government PICUP Loan August 2023 Unsecured No Standard Uttar Pradesh Repayable on 25th 6.36 6.36 State Government PICUP Loan December 2023 Unsecured No Standard Uttar Pradesh Repayable on 29th 7.68 7.68 State Government PICUP Loan October, 2024 Unsecured No Standard Uttar Pradesh Repayable on 17th 5.45 5.45 State Government PICUP Loan May, 2025 Unsecured No Standard Uttar Pradesh Repayable on 17th 2.95 2.95 State Government PICUP Loan November, 2025 Unsecured No Standard Uttar Pradesh Repayable on 30th 0.45 0.45 State Government PICUP Loan November, 2024 Unsecured No Standard Uttar Pradesh Repayable on 4th 0.7 0.7 State Government PICUP Loan November, 2025 Unsecured No Standard Uttar Pradesh Repayable on 3rd 0.7 0.7 State Government PICUP Loan January 2027 Unsecured No Standard PICUP 3 equal yearly instalments of Rs Karnataka State 8.94 8.94 2.98 Crs each on Government Loan Unsecured No Standard 25th Mar, 2026 ,2027 & 2028 3 equal yearly ECB instalments of Rs Unsecured No Standard Mizuho Bank 195.75 130.5 65.25 Cr each from 20th August, 2019

(iii) Details of non-convertible debentures issued by the Issuer as on 31st March, 2020:

Debentu Tenor / Coupon Amount Date of Redemption Credit Secured/ Security re (Rs. in Allotment Date/Schedule Rating unsecured Series Period of Crores) Maturity INE069 10 years 9.00% Issued and ICRA Unsecured NIL A08046 from the Outstanding : AAA/ 10.05.2013 10.05.2023 date of Rs. 200 cr (Stable) allotment

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Debentu Tenor / Coupon Amount Date of Redemption Credit Secured/ Security re (Rs. in Allotment Date/Schedule Rating unsecured Series Period of Crores) Maturity INE047 3 years 7.65% Issued and CRISIL/ Unsecured NIL A08133 from the Outstanding : 26.03.2019 15.04.2022 AAA date of Rs. 500 cr (Stable) allotment INE047 5 years 7.85% Issued and ICRA Unsecured NIL A08141 from the Outstanding : 02.04.2019 15.04.2024 AAA date of Rs. 500 cr (Stable) / allotment CRISIL AAA (Stable) INE047 5 years 7.60% Issued and ICRA Unsecured NIL A08158 from the Outstanding : 04.06.2019 04.06.2024 AAA date of Rs. 750 cr (Stable) / allotment CRISIL AAA (Stable) INE047 3 years 6.65% Issued and ICRA Unsecured NIL A08166 from the Outstanding : 17.02.2020 17.02.2023 AAA date of Rs. 500 cr (Stable) / allotment CRISIL AAA (Stable)

(iv) List of Top Ten Debenture Holders as on 31st March, 2020:

Sr. Debenture holder’s Name* No. of % of No. Debentures Debentures 1. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 2400 48.00 2. ICICI PRUDENTIAL SAVINGS FUND 2000 26.67 3. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED 1800 24.00 4. ICICI LOMBARD GENERAL INSURANCE COMPANY LTD 1500 30.00 5. ICICI PRUDENTIAL SAVINGS FUND 1500 15.00 6. ICICI PRUDENTIAL SHORT TERM FUND 1500 15.00 7. ICICI PRUDENTIAL CORPORATE BOND FUND 1500 15.00 8. ICICI PRUDENTIAL SAVINGS FUND 1500 15.00 9. ICICI PRUDENTIAL SHORT TERM FUND 1500 15.00 10. ICICI PRUDENTIAL CORPORATE BOND FUND 1500 15.00 *Debentures are having face value of Rs.10,00,000 each.

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(v) The amount of Letter of Comfort / corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued.

Amount of guarantee Amount of guarantee (in S. No. Currency On behalf of (INR) (exchange rate as foreign currency) of 31st Mar, 2020)

1 USD Aditya Group AB 70,000,000 5,296,550,000 2 USD Domsjo Fabriker AB 30,000,000 2,269,950,000 3 INR AB Solar Limited 2,688,200,000 2,688,200,000 4 CAD AV Terrace Bay 105,000,000 5,573,662,500 5 CAD AV Group NB Inc. 75,000,000 3,981,187,500 6 SEK Domsjo Fabriker AB 250,000,000 1,868,125,000

7 USD Birla Jingwei Fibre Company Limited 60,000,000 4,539,900,000

8 INR AB Renewables Ltd. 5,220,000,000 5,220,000,000

(vi) Details of Commercial Papers

The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup:

Other Tenor Details / Amount viz. Redemptio Perio issued Date of Credit Secured/ Securit Details Series ISIN Coupon n date/ d of Rs. In allotment rating Unsecured y of IPA, Schedule matur Crs Details ity of CRA HDFC Bank GIL/CP025/2019 INE047 A1+ Limite - 2020 A14586 226 5.88% 500.00 30.10.2019 12.06.2020 Both Unsecured NIL d

HDFC Bank GIL/CP026/2019 INE047 A1+ Limite - 2020 A14594 316 5.80% 250.00 11.11.2019 22.09.2020 Both Unsecured NIL d

HDFC Bank GIL/CP027/2019 INE047 A1+ Limite - 2020 A14594 312 5.80% 200.00 15.11.2019 22.09.2020 Both Unsecured NIL d

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Other Tenor Details / Amount viz. Redemptio Perio issued Date of Credit Secured/ Securit Details Series ISIN Coupon n date/ d of Rs. In allotment rating Unsecured y of IPA, Schedule matur Crs Details ity of CRA HDFC Bank GIL/CP028/2019 INE047 A1+ Limite - 2020 A14594 312 5.80% 50.00 15.11.2019 22.09.2020 Both Unsecured NIL d

HDFC Bank GIL/CP029/2019 INE047 A1+ Limite - 2020 A14602 180 5.60% 450.00 20.12.2019 17.06.2020 Both Unsecured NIL d

HDFC Bank GIL/CP035/2019 INE047 A1+ Limite - 2020 A14636 364 5.75% 50.00 11.03.2020 10.03.2021 Both Unsecured NIL d

HDFC Bank GIL/CP036/2019 INE047 A1+ Limite - 2020 A14636 364 5.75% 250.00 11.03.2020 10.03.2021 Both Unsecured NIL d

(vii) Details of rest of the borrowing (if any, including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 31st March, 2020

None.

(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities, other financial indebtedness including corporate guarantee issued by the Company and statutory dues, in the past 5 years.–

None.

(ix) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

None.

(x)The change in control, if any, in the company that would occur consequent to the private placement

None

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(xi) The number of persons to whom allotment on preferential basis/private placement/rights issue has already been made during the year, in terms of number of securities as well as price

None

(xii) The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations

None

H. Details of Promoter and Promoter Group of the Company:-

Details of Promoter and Promoter Group holding in the Company as on 31st March, 2020: Sr. Name of the shareholders Total no. of No. of Total No. of % of shares No. equity shares shares in shareholding shares pledged demat form as % of total pledged with respect no. of equity to shares shares owned A Promoters 1. Kumar Mangalam Birla 5,86,993 5,86,993 0.09 0 0.00 2. Birla Group Holdings Private 125004398 12,50,04,398 19.01 0 0.00 Limited B Promoters Group 3. Rajashree Birla 5,52,850 5,52,850 0.08 0 0.00 4. Vasavadatta Bajaj 1,18,537 1,18,537 0.02 0 0.00 5. Neerja Birla 73,062 73,062 0.01 0 0.00 6. Aditya Vikram Kumar Mangalam 89,720 89,720 0.01 0 0.00 Birla HUF 7. IGH Holdings Private Limited 3,36,28,393 3,36,28,393 5.11 0 0.00 8. Hindalco Industries Limited 2,82,22,468 2,82,22,468 0 0.00 4.29 9. Umang Commercial Company 2,67,46,262 2,67,46,262 4.07 0 0.00 Private Limited 10 Pilani Investment and Industries 2,47,14,527 2,47,14,527 3.76 0 0.00 Corporation Ltd. 11. Birla Institute Of Technology and 6,61,205 6,61,205 0.10 0 0.00 Science 12. ECE Industries Ltd. 0 0 0.00 0 0.00 13. Renuka Investments & Finance 2,42,185 2,42,185 0.04 0 0.00 Limited 14. Birla Industrial Finance (India) 87,485 87,485 0.01 0 0.00 Limited 15. Birla Consultants Limited 87,382 87,382 0.01 0 0.00 16. Birla Industrial Investments 18,657 18,657 0.00 0 0.00 (India) Limited 17. Vikram Holdings Pvt. Ltd. 750 750 0.00 0 0.00 18. Rajratna Holdings Private 670 670 0.00 0 0.00 Limited

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19. Vaibhav Holdings Private 670 670 0.00 0 0.00 Limited P.T. Indo Bharat Rayon* 2,00,04,020 2,00,04,020 3.04 0 0.00 P T Sunrise Bumi Textiles* 12,68,750 12,68,750 0.19 0 0.00 P T Elegant Textile Industry* 8,08,750 8,08,750 0.12 0 0.00 Thai Rayon Public Company 19,25,000 19,25,000 0.29 0 0.00 Limited* Surya Kiran Investments Pte 5,000 5,000 0.00 0 0.00 Limited* Total 26,48,47,734 26,48,47,734 40.26 0 -

* Held Global Depository Receipt (GDR) and one GDR is equivalent to one equity share of Rs. 2/- each.

I. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for the last three years and auditor qualifications, if any.

i. Statement of Consolidated Unaudited Profit and Loss account for the Half year ended 30th September 2019 and Audited Profit and loss account for the year ended 31st March 2019,31st March 2018 and 31st March 2017: (Rs. in Crores) Particulars H1FY20 FY 2019 FY 2018 FY 2017

Income

Revenue 38,518.51 72,970.64 57,033.67 40,247.17

Other Income 456.51 801.40 860.66 947.76

Total 38,975.02 73,772.04 57,894.33 41,194.93

Operating Expenditure 31,333.69 60,952.19 47,010.96 32,862.04

EBITDA 7,641.33 12,819.85 10,883.37 8,332.89

Finance Charges (Net) 1,197.48 1,780.56 1,363.98 702.40

Depreciation & Amortisation 2,001.47 3,260.45 2,724.36 1,807.59

Share in Profit/(Loss) of Equity Accounted Investees 496.65 29.06 (727.44) 129.41

Exceptional Items (115.49) (2574.52) (432.85) -

PBT 4,823.54 5,233.38 5,634.74 5,952.31

PAT before Minority Interest (MI) 3,332.38 2,775.95 3,687.62 4,245.61

MI 1,093.33 1004.03 1009.04 1078.31

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Particulars H1FY20 FY 2019 FY 2018 FY 2017

PAT after MI 2,239.05 1771.92 2678.58 3167.30

ii. Statement of Consolidated Unaudited Balance Sheet for the Half year ended 30th September 2019 and Audited Balance Sheet for the year ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores) Particulars H1FY20 FY 2019 FY 2018 FY 2017

Sources of Funds

Share Capital 131.54 131.53 131.48 93.37 Reserves and Surplus 56,924.04 55,641.70 57,230.37 31,293.71 Non- controlling Interest 31,559.74 27,387.17 26,336.88 9,701.93 Borrowings 87,087.33 81,968.82 67,066.82 9,213.03 Deferred Tax 9,160.48 5,985.25 5,617.74 3,538.82 Other Long-Term Liabilities & Provisions 1,963.19 681.80 493.05 376.22 (Inc Lease Liabilities) Policyholder Liabilities 41,058.74 40,150.02 36,373.35 - Current Liabilities & Provision (Inc lease 18,209.32 17,256.38 14,670.39 8,550.76 liabilities ) Total 246,094.38 2,29,202.67 2,07,920.08 62,767.84 Application of Funds

Fixed Assets (net block) 64,850.73 58,687.14 53,098.51 31,792.43 (including tangible and intangible assets)

Goodwill 21,387.69 17,970.15 16,191.81 2,994.39 Right of use 2,050.67 - - - Loans 61,509.42 63,529.87 51,106.90 380.33 Capital Work-in-Progress 2,933.04 2697.86 2256.90 1296.34 Investments -Equity Accounted Investees 6,577.23 6,284.29 13,932.68 2,156.29 -Investment of Insurance business 18,203.38 16,532.49 13,019.17 - -Other Investments 18,890.96 14,764.20 14,334.28 12,044.09 Asset Held to Cover Linked Liabilities of 24,834.83 25,166.34 24,708.88 - Insurance Business Inventories 7,205.92 6,545.28 5,860.36 4,231.42 Trade receivables 5,545.39 6,427.03 5,202.63 3,009.56 Cash and Bank Balances 1,946.78 1875.72 1316.10 2307.01

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Particulars H1FY20 FY 2019 FY 2018 FY 2017

Deferred Tax Asset (Net) 52.93 46.95 21.42 20.44 Other current Assets and Non-current 10,105.41 8675.35 6870.44 2535.54 assets Total 246,094.38 2,29,202.67 2,07,920.08 62,767.84

iii. Consolidated Unaudited Cash Flow Statement for the Half year ended 30th September 2019 and Audited Cash Flow Statement for year the ended 31st March 2019, 31st March 2018 and 31st March 2017: (Rs. in Crores)

A. Cashflow from Operating Activities H1FY20 FY 18-19 FY 17-18 FY 16-17

Profit Before Tax after Exceptional Items and Share in Profit/(Loss) of Equity Accounted a. Investees 4,326.89 5,204.32 6,362.18 5,822.90 Adjustments for:

Exceptional Items 115.49 2,574.52 432.85 -

Depreciation and Amortisation 2,001.47 3,260.45 2,724.36 1,807.59

Finance Costs 1,197.48 1,780.56 1,363.98 702.40

Interest Income (109.39) (174.88) (122.21) (175.19)

Dividend Income (37.24) (86.48) (58.43) (27.15)

Profit on Sale of Investments (Net) (42.25) (159.49) (130.05) (91.58)

Other Non - cash items (Net) (157.88) 1,354.98 (116.41) (604.68) Operating Profit Before Working Capital b. Changes 7,294.57 13,753.98 10,456.27 7,434.29

Working Capital adjustments: 1778.5 (14,335.27) (12,896.60) 818.63 c. Cash (Used in)/Generated from Operations 9,073.07 (581.29) (2,440.33) 8,252.92

Direct Taxes Paid (Net of Refund) (743.11) (1,873.54) (1,699.57) (965.12) Net Cash (used in)/from Operating Activities 8,329.96 (2,454.83) (4,139.90) 7,287.80

B. Cashflow from Investing Activities

Purchase of Property, Plant and Equipment (2,168.69) (4,083.44) (3,288.71) (1,839.58)

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Acquisition of Rights to manage and operate Century Rayon business - - (903.31) - Proceeds from Disposal of Property, Plant and Equipment 41.21 166.67 242.97 46.58 Investments in Subsidiaries and Joint Ventures - (254.89) (136.82) (0.51)

Purchase/Sale of Mutual Fund Units and Bonds and Investments and Shareholders' Investment of Life Insurance Business (6859.65) (Current and Non- Current) {Net} 2,028.00 2,380.72 (1,904.04)

Sale/(Purchase) of Non-current Equity Investments (Subsidiary and Joint Venture) (Net) (4.60) 35.74 6.26 - Sale/(Purchase) of other Non-Current Equity Investment (Net) - 39.96 - - Investment in Treasury Shares held by ESOP Trust (4.96) (187.99) - -

Investment in Other Bank Deposits (57.93) (266.57) 2,018.34 (17.41)

Expenditure for Cost of Assets Transferred (63.46) (52.32) (143.13) (13.81) Receipt against Loans and Advances given to Joint Ventures and Associates (Net) 1.11 - 30.70 0.47 Proceeds from Capital Reduction in a Joint Venture - - 42.68

Inter-Corporate Deposits - (31.88) 16.29 (13.50)

Interest Received 81.08 202.69 123.11 166.74

Dividend Received 37.24 217.03 163.34 44.73 Net Cash (used in)/from Investing Activities (8,998.65) (2,187.00) 509.76 (3,487.65)

C. Cashflow from Financing Activities

Proceeds from Issue of Share Capital (including shares issued by Subsidiary Company to Non-controlling Interest) 122.17 174.44 85.98 9.25 Equity Infusion by Minority Shareholder in a Subsidiary - 5.75 - - (166.71) Repayment of Lease Liability - - -

Transaction cost on cancellation of equity shares of a Subsidiary Company and share Issue Expenses (0.33) (1.92) (3.29) -

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Proceeds/(Repayments) of Non-Current Borrowings (Net) 4343.07 10179.19 2,602.80 (445.84) Proceeds/(Repayments) of Current Borrowings (Net) (1,789.53) (3137.44) 2,688.20 (2,313.91)

Interest paid (1,145.89) (1,715.01) (1,349.94) (678.72) Dividends Paid (including Corporate Dividend Tax) (711.68) (634.81) (574.68) (369.34) Net Cash from/(used in) Financing Activities 651.10 4,870.20 3,449.07 (3,798.56)

Net Increase/(Decrease) in Cash and Cash D. Equivalents (A+B+C) (17.59) 228.37 (181.07) 1.59

Cash and Cash Equivalents at the 1,227.94 Beginning of the Year 949.33 93.82 113.34

Add: Cash and Cash Equivalents Received on - merger of erstwhile Aditya Birla Nuvo Limited - 1,032.61 - Cash and Cash Equivalents Received on - acquisition of Ultratech Nathdwara Limited (Subsidiary of UltraTech) 38.52 - - Cash and Cash Equivalents Received on - acquisition of controlling Stake in Aditya Birla Renewables Limited and Aditya Birla Solar Limited 7.31 - - Cash and Cash Equivalents transferred on - divestment of Grasim Bhiwani Textiles Limited - (0.23) - Effect of Exchange Rate on Consolidation of Foreign Subsidiaries 0.49 0.41 4.19 (21.11) Cash and Cash Equivalents at the End of the Year 1,210.84 1,223.94 949.32 93.82

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iv. Statement of Standalone Unaudited Profit and Loss account for the Half year ended 30th September2019 and Audited Profit and Loss account for the year ended 31st March 2019, 31st March 2018, and 31st March 2017:

(Rs. in Crores) Particulars H1FY20 FY 2019 FY 2018 FY 2017

Income Revenue 9,798.02 20,550.43 16,034.71 11,252.95 Other Income 370.88 567.98 461.36 473.93 Total 10,168.90 21,118.41 16,496.07 11,726.88 Operating Expenditure 8,294.97 16,479.27 12954.53 9,098.18 EBITDA 1,873.93 4,639.14 3541.54 2,628.70 Finance Charges (Net) 164.10 199.05 128.13 446.14 Depreciation and Amortisation 411.74 760.39 627.66 57.62 Exceptional item (290.17) (2368.01) (272.61) - PBT 1,007.92 1,311.69 2,513.14 2,124.94 PAT 728.19 515.30 1,768.66 1,560.00

v. Statement of Standalone Unaudited Balance sheet for the Half year ended 30th September 2019 and Audited Balance sheet for the year ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores) Particulars H1FY20 FY 2019 FY 2018 FY 2017 Sources of Funds Share Capital 131.54 131.53 131.48 93.37 Reserves and Surplus 39,392.13 41,827.66 44,658.35 16,137.61 Borrowings 4,491.95 3,310.76 2,968.77 701.49 Deferred Tax Liability (Net) 1,741.46 1,878.88 1,834.96 662.98 Other Long-Term Liabilities & 185.25 96.97 75.58 109.70 Provisions Current Liabilities 4,470.00 4567.39 4,059.72 2,145.95 Total 50,412.33 51,813.19 53,728.86 19,851.10 Application of Funds Fixed Assets (net block) 11,431.98 11,232.24 10,816.56 6,886.81 (including tangible and intangible assets) Capital Work-in-Progress 1,632.17 1,567.20 745.11 375.48 Right of Use 456.16 - - - Loans 291.5 514.11 443.53 232.49 Investments 29,795.29 31,127.57 35,546.59 8,996.42 Inventories 2,765.21 2,931.66 2,591.66 1,732.74 Trade receivables 2,675.20 3,484.07 2,609.32 1,189.55 Cash and Bank Balances 99.41 19.54 26.07 34.59

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Particulars H1FY20 FY 2019 FY 2018 FY 2017 Other current Assets (including Non- 1,265.41 936.80 950.02 403.02 current assets classified as held for sale) Total 50,412.33 51,813.19 53,728.86 19,851.10

vi. Standalone Unaudited Cash Flow Statement for the Half year ended 30th September 2019 and Audited Cash Flow Statement for the year ended 31st March 2019, 31st March 2018 and 31st March 2017:

(Rs. in Crores) Particulars H1FY20 FY2019 FY2018 FY 2017 CASH FLOW FROM OPERATING

ACTIVITIES Profit before tax (Before Exceptional Item) 1,298.09 3,679.70 2,785.75 2,124.94 Depreciation & Amortisation 411.74 760.39 627.66 446.14 Interest and Financing Charges 164.10 199.05 128.13 57.62 Profit on sale of Investments (17.83) (30.20) (14.82) (21.57) Exchange (Gain) / Loss - - - 15.3 Employee Stock Option Cost 18.25 11.65 0.86 5.33 Allowances for Doubtful Debts (Net) 0.86 (7.31) 16.87 5.79 Provision for Diminution of Value of - (1.33) 5.95 - Investment Provisions Written Back (0.10) (0.26) - - Dividend Income (213.28) (237.63) (226.79) (201.8) Interest Income (40.85) (104.94) (55.34) (116.72) Unrealised Gain on Investment measured at (80.32) (142.70) (122.28) (116.75) FVTPL (Net) Loss/(Gain) on sale of Fixed Assets/ Assets 6.00 16.50 12.51 1.87 disposed off Operating profit before working capital adj. 1,546.66 4,142.92 3,158.50 2,200.15 Adjusted for Working Capital Trade Receivables 809.41 (1,008.64) (183.7) (202.31) Inventories 166.45 14.15 (99.96) (127.37) Other financial and non-financial assets (54.57) (340.00) (258.02) 11.69 Trade payables and Other Liabilities (128.94) 259.33 262.03 598.18 Cash generated from operations before taxes 2,339.01 3,067.77 2,878.85 2,480.34 Income tax paid (136.77) (512.26) (523.33) (221.02) Cash generated from operations 2,202.24 2,555.50 2,355.52 2,259.32 CASH FLOW FROM INVESTING

ACTIVITIES Purchase of fixed assets (including CWIP) (1,211.34) (2,043.97) (1,068.85) (432.46) Sale of fixed assets 4.83 5.61 16.71 10.77 Investments in JV/Subsidiary/Associates (104.16) (310.85) (139.92) (0.53)

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Proceeds from sale of Investment - 35.79 6.26 42.68 JV/Subsidiary/Associates Purchase of Non-Current Investment (2,886.34) (235.04) - (456.65) Sale proceed of Non-Current Investment 360.81 121.64 7.19 - Purchase of Current Investment (Net) 896.37 (35.39) (198.44) (310.73) Acquisition of Rights to Manage and Operate - (903.31) - Century Rayon business of CTIL Investment in treasury shares by Employee (4.96) (106.78) - - Trust Loans and Advances given to Subsidiaries, JV (90.24) (73.20) (55.35) (18.3) and Associates Receipt against Loans and Advances given to 91.35 77.50 102.43 16.09 Subsidiaries, JV and Associates Inter Corporate Deposits - (31.88) - - Earmarked Balances with Banks (46.42) - - - Redemption / (Investment) in Bank Deposits - (7.10) 52.12 (6.47) Asset Transfer Cost on Merger - - (25.62) (9.61) Stamp Duty Payment on issue of Equity Shares - - (0.14) - to erstwhile ABNL Shareholders Interest received 35.65 102.98 55.4 119.37 Dividend Received 213.28 237.63 226.79 201.8 Net cash used in Investing Activities (2,741.17) (2,263.06) (1,924.73) (844.04) CASH FLOW FROM FINANCING

ACTIVITIES Proceeds from issue of Equity Share Capital 2.46 8.58 2.27 2.64 (net of share issue expenses) Proceeds from Long Term Borrowings 1,242.73 618.03 70.63 12.20 Repayments of Lease Liabilities (7.94) - - - Repayment of Long Term Borrowings (87.14) (386.75) (618.08) (223.35) Proceeds from Short Term Borrowings (Net) 21.69 119.16 641.66 (921.04) Payment of Dividend, including Dividend Tax (515.09) (453.04) (405.98) (214.52) Payment of Interest and Finance Charges (107.17) (204.95) (141.73) (59.68) Net cash used in financing activities 549.54 (298.97) (451.23) (1403.75) Net increase / (decrease) in cash and cash 10.61 (6.53) (20.44) 11.53 equivalents

Opening Cash and Cash Equivalents 19.54 26.07 34.59 23.06 Received on Amalgamation/Acquisition - 11.93 - Closing balance on Cash and Cash 30.15 19.54 26.07 34.59 Equivalents

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J. Details of acts of material frauds committed against the Issuer in the last 3 years, if any, and if so the action taken by the Issuer

None

K. Change in accounting policies during the last 3 years and their impact on the Company.

The Company had prepared its financial statements in accordance with the Accounting Standards (AS) notified under section 133 of the Companies Act, 2013 (Previous GAAP) for and including the year ended March 31, 2016. The Company has prepared its first Ind AS (Indian Accounting Standards) compliant Financial Statements for the year ended March 31 2017 with restated comparative figures for the year ended March 31 2016 in compliance with Ind AS. Accordingly, the Opening Balance Sheet, in line with Ind AS transitional provisions, has been prepared as at April 1, 2015, the date of Company’s transition to Ind AS.

The financial statements for the year ended March 31,2017 are the first time which the Company has prepared in accordance with as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 issued by Ministry of Corporate Affairs. For all periods up to and including the year ended March 31, 2016, our Company has prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

L. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the Issuer during the last 3 years

Litigation involving Kumar Mangalam Birla

1. Aditya Birla Money Limited

i. Ms. Ashima Das, a broking client of Aditya Birla Money Limited, had filed a complaint case against Mr. Kumar Mangalam Birla and others (A C 1804 / 2012) on July 17, 2012. The client has alleged that she was caused a loss of Rs. 5,12,000/- in addition to an earlier loss of Rs. 19,00,000/- by way of unauthorised purchase and sale of securities in her trading account by a franchisee of the Aditya Birla Money Limited. The criminal case is pending on the file of the Additional Chief Judicial Magistrate, Alipore. The Company has filed criminal revision petitions (CRR Nos: 3439, 3440, 3441/ 2012) at the Kolkata High Court, seeking to quash the complaint case (A C 1804 / 2012) on 28 September 2012 and also sought for stay of all further proceedings in the said case. The said petition has been admitted and stay of all further proceedings in the complaint case has been granted by the Kolkata High Court.

ii. Charanjeet Singh had filed Case No. 2339/02 against Mr. Kumar Mangalam Birla, Mr. S.K. Mitra and an ex-employee of the Lucknow Branch, Ashish Goel in the Court of the Metropolitan Magistrate, Kanpur for cheating, mischief and causing damage under Sections 417, 418, 419 and 420 of the Indian Penal Code in relation to a hire purchase transaction of the Company. The Company then filed criminal miscellaneous petition Nos. 8607/03 and 8608/03 on behalf of Mr. Kumar Mangalam Birla and Mr. S.K. Mitra in the Hon’ble High Court at Allahabad under Section 482 of the Criminal Procedure Code, 1973 against Charanjeet Singh. A second-hand Maruti was taken

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under hire purchase from the Company but Charanjeet Singh alleged that registration papers were not given to him and as a result he could not use the car as a taxi. He thus suffered losses and requested the Court of the Metropolitan Magistrate, Kanpur to summon Mr. Kumar Mangalam Birla and Mr. S.K. Mitra and try and convict them. Hon’ble High Court at Allahabad granted a stay on the proceedings at the Court of the Metropolitan Magistrate, Kanpur vide its order dated October 16, 2003. The stay has been vacated by Allahabad High Court vide its order dated April 21, 2018. The Company, as a preventive measure, has taken out the Roznama of the Trial Court.

2. Vodafone Idea Limited

i. The Customer Mr. Vaddi Srinivasa Rao filed a private complaint under Sections 403, 409, 418, 420 read with Section 34 of I.P.C. against IDEA, including Mr. K. M. Birla, before the Magistrate at Vijayawada, (Andhra Pradesh) alleging that some VAS products were unilaterally activated and accordingly deducted the amounts without his consent. Post receipt of the complaint, the Honourable Magistrate had forwarded the complaint to Krishna Lanka Police Station at Vijayawada for investigation and the police registered a Crime Number bearing 393/2011. The police investigated the matter and reported the issue/private complaint as Civil Nature and the matter is pending on the file of Chief Metropolitan Magistrate, Vijayawada for closure based on Police Report.

ii. In Crl. Revision case No: 2313/2016 before High Court of Andhra Pradesh and Telangana, Mr. G. Anil Kumar, a subscriber of AP&T LSA has filed a private complaint before the II Addl. Chief Metropolitan Magistrate, Hyderabad (CC. No. 1056/2014), (State of Telangana) against IDEA Cellular Ltd., represented by Mr. Himanshu Kapania (Managing Director) and Mr. K.M. Birla & others. The summons have been challenged before District and Sessions Court, Hyderabad in Criminal Revision Petition (CRLRP Number 55/2015) for quashing. The Hon’ble Chief Metropolitan Magistrate, Hyderabad has allowed the revision by setting aside the order passed in CC No.1056/2014. Aggrieved by the said order, the complainant, Mr. G. Anil Kumar has approached High court of Andhra Pradesh & Telangana at Hyderabad vide Crl. Revision case vide 2313/2016 and the same is pending for hearing.

iii. Sushil Sharma, an ex-employee, has filed a complaint against MD. Shri Kumar Mangalam Birla, Chairman, Sh. Himanshu Kapania and other directors & officers (total 19) of the Company and its subsidiary Idea Mobile Commerce Services Limited for offences under sections 419, 420, 467, 468, 471, 500, 504 and 506 of the IPC ; alleging that the Complainant was terminated from service without giving sufficient cause and reasons on June 17, 2015. The Court has asked for investigation of the allegations through Investigation Officer of Police Dept., however twice the I.O. got changed for unknown reasons and finally on Aug 30, 2019 the appointed I.O. Mr. Satyendra Kr. Tewari has submitted his report to the court. The matter is currently pending for arguments on I.O. report and then proceed accordingly. Also, case has been transferred to Add. C.J.M. in Court No. 92 for arguments on the report submitted by I.O.

3. Hindalco Industries Limited

i. An FIR has been lodged on 16th October 2013 by Central Bureau of Investigation (CBI) against Shri P. C. Parakh, the then Secretary, Ministry of Coal, Shri Kumar Mangalam Birla, Hindalco Industries Limited, and other unknown persons/officials, in relation to allocation of Talabira II & III coal block to Hindalco Industries Limited. The Hon’ble Supreme Court vide its order dated April 1, 2015 has stayed the cognizance order passed by Special CBI Court despite closure report filed by CBI. The Hon’ble Supreme Court has also stayed further proceedings in the matter.

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ii. Pankaj Kumar Misra filed an application in February, 2007, before the Court of Chief Judicial Magistrate, Sonbhadra to register an FIR against the company management including Hindalco Chairman (Mr. Kumar Managalam Birla), alleging misappropriation of Forest Transit Fees and Freight Tax by the Hindalco Industries Limited. The matter was transferred to the Court of A.C.J.M, who instead of ordering for registration of FIR, registered the application as complaint U/s 190 Cr.P.C. vide order dated March 07, 2007. The matter was challenged by the Company before the Court of District & Session Judge, Sonbhadra, which directed the lower court (ACJM) to re-hear the applicant in the light of the fresh case law cited in the revision proceedings. The Company filed a Criminal Revision before the Hon’ble High Court at Allahabad and the said court has kindly admitted the revision petition and has stayed the proceedings pending before the trial court till further orders.

4. Ultra Tech Cement Limited

Case has been filed by Assistant Commercial Tax Officer, Karaikal, Pondicherry in the court of the Hon’ble Judicial Magistrate – II AT, Karaikal us 10(a), 10(c) of the Central Sales Tax Act, 1956 read with Section 34 IPC and Section 409 and 477 of IPC for fraudulently use of C forms by the party M/s Selvam Agencies, Kariakal. Ultratech Cement Limited represented by Mr. K.M. Birla was accused as aforesaid under this case and the position was clarified by company and there should not be any liability on company. An application was filed before the Hon'ble Court for appointing representative to present the Company in the Legal Proceedings and remove the name of Chairman Mr. K.M Birla. The Hon'ble Court vide order dated Feb 13, 2020 accepted the same and Chairman - Mr. K.M Birla is not part of this legal proceedings

5. Miscellaneous

Anil Kumar, a resident of Thiruvananthapuram, South Kerala has filed a complaint on Feb 12, 2018 under Section 190 of CrPC before the honorable Judicial first class magistrate court, Thiruvananthapuram against four accused for alleged defamation under Section 499 of IPC, and one of them is Mr. Kumar Mangalam Birla. The status of the case is as follows: Filed petition u/s 482 of CrPC, 1973 for stay of further proceedings and thereafter quashing of criminal compliant before the Hon’ble High Court. The Hon’ble High Court was pleased to grant the order for stay of further proceedings pending before JMFC, Thiruvananthapuram till 21st February, 2020. The stay is extended is extended due to Covid-19 lockdown. The next date of hearing will be scheduled post April 30, 2020.

M. Related party transactions entered into during the last 3 financial years including loans made, guarantees given or securities provided

Rs. in Crore Nature of Transactions FY 2019 FY 2018 FY 2017

Sale of Products and Services: Grasim Bhiwani Textiles Limited - 6.93 29.21 UltraTech Cement Limited 4.02 3.05 0.03 Birla Jingwei Fibres Company Limited 259.34 205.49 166.40

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Aditya Birla Chemicals (Belgium) BVBA - 1.63 2.50 Aditya Birla Renewables Limited 0.47 8.17 - Aditya Birla Solar Limited 4.64 13.26 - Aditya Birla Renewables SPV1 Limited 3.69 - - Aditya Birla Renewables Subsidiary Limited 6.08 - - Aditya Birla Sun Life AMC Limited 0.66 - - Aditya Birla Capital Limited 0.01 - - Vodafone Idea Limited - 1.95 - Waacox Energy Private Limited 0.51 - -

Total 279.42 240.48 198.14

Interest and Other Operating Income: FY 2019 FY 2018 FY 2017 Grasim Bhiwani Textiles Limited - 0.53 2.19 UltraTech Cement Limited 0.19 0.10 2.34 Aditya Birla Finance Limited - 0.01 - Aditya Birla Sun Life AMC Limited - 0.43 - Aditya Birla Capital Limited 0.01 - - AV Group NB Inc. - 1.19 1.98 Aditya Birla Science and Technology Company Private Limited 1.58 1.32 0.93 Waacox Energy Private Limited 0.37 - - Aditya Birla Renewables SPV1 Limited 0.30 - - Aditya Birla Renewables Limited - 0.57 - Aditya Birla Solar Limited 0.42 0.01 - Aditya Birla Idea Payment Bank Limited - 0.09 - Aditya Birla Management Corporation Private Limited 0.68 - - Aditya Birla Renewables Subsidiary Limited 0.11 - - Birla Carbon India Private Limited 0.95 0.88 - Idea Cellular Limited - - 9.44 Others - - 0.67 Total 4.61 5.13 17.55

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Dividend Received: FY 2019 FY 2018 FY 2017

UltraTech Cement Limited 173.60 165.34 157.07

Idea Cellular Limited - - 10.26 Aditya Birla Elyaf Sanayi Ve Ticaret Anonim Sirketi - 3.02 7.32 Total 173.60 168.36 174.65

Dividend Paid: FY 2019 FY 2018 FY 2017

Birla Group Holding Private Limited 3.40 3.01 0.03 Total 3.40 3.01 0.03

Finance Cost : FY 2019 FY 2018 FY 2017 Aditya Birla Sun Life Insurance Company Limited 4.34 3.26 - Total 4.34 3.26 -

Purchases of Goods/Payment of Other Services (Net of Cenvat Credit, if available) FY 2019 FY 2018 FY 2017 Grasim Bhiwani Textiles Limited - 0.27 0.53 UltraTech Cement Limited 12.05 7.58 3.07 AV Group NB Inc. 717.12 727.04 725.07 Aditya Group AB 540.39 334.77 504.14 Aditya Birla Science & Technology Company Private Limited 24.87 24.62 24.94 Vodafone Idea Limited 1.03 5.91 1.82 Aditya Birla Sun Life Insurance Company Limited 1.21 1.19 - Aditya Birla Health Insurance Co. Limited 0.99 1.78 - Birla Jingwei Fibres Company Limited - 0.61 - Aditya Birla Renewables Limited 14.12 - - Aditya Birla Management Corporation Private Limited 40.60 - -

ABNL Investments Limited 0.96 0.49 - Samruddhi Swastik Trading and Investment Limited 0.23 0.16 -

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Birla Group Holding Private Limited 0.22 0.04 - Others 1.47 0.57 0.27 Total 1,355.26 1,105.03 1,259.84

Payments to Key Management Personnel FY 2019 FY 2018 FY 2017

Managerial Remuneration Paid * 16.96 41.33 9.69 Commission to Non Executive Directors (KMPs) 16.50 15.00 12.00 Sitting fees to Directors 0.30 0.36 0.35 Dividend to KMPs 0.43 0.43 0.21 * Based on the recommendation of the Nomination, Remuneration and Compensation Committee, all decisions relating to the remuneration of the Directors are taken by the Board of Directors of the Company, in accordance with shareholders' approval, wherever necessary.

Loans Provided FY 2019 FY 2018 FY 2017 Sun God Trading and Investment Limited - 0.20 - Aditya Birla Renewables Limited - 23.95 - Aditya Birla Idea Payment Bank Limited - 17.75 - Aditya Birla Solar Limited 10.35 6.30 - Aditya Birla Renewables SPV1 Limited 18.70 7.15 - Waacox Energy Private Limited 35.00 - - Aditya Birla Renewables Subsidiary Limited 9.00 - - Samruddhi Swastik Trading and Investment Limited 0.15 - - Grasim Bhiwani Textiles Limited - - 18.30 Total 73.20 55.35 18.30

Repayments against Loans Provided FY 2019 FY 2018 FY 2017 Grasim Bhiwani Textiles Limited - 16.29 15.62 Aditya Birla Science & Technology Company Private Limited - 2.20 0.47 Sun God Trading and Investment Limited - 0.20 - AV Group NB Inc. - 32.80 - Aditya Birla Renewables Limited - 23.95 - Aditya Birla Solar Limited 14.65 2.00 - Aditya Birla Renewables SPV1 Limited 18.70 7.15 -

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Aditya Birla Chemicals (Belgium) BVBA - 0.09 - Aditya Birla Idea Payment Bank Limited - 17.75 - Samruddhi Swastik Trading and Investment Limited 0.15 - - Waacox Energy Private Limited 35.00 - - Aditya Birla Renewables Subsidiary Limited 9.00 - - Total 77.50 102.43 16.09

Purchase of Mutual Funds and Bonds: FY 2019 FY 2018 FY 2017 Samruddhi Swastik Trading and Investments Limited - - 16.00 Total - - 16.00

Investments/(Sale) in Equity Shares: FY 2019 FY 2018 FY 2017 Birla Laos Pulp and Plantations Company Limited - - 0.53 Aditya Birla Renewables Limited 86.17 26.71 - Aditya Birla Idea Payment Bank Limited 59.49 103.20 - ABNL Investments Limited - 10.00 - Equity shares of Sun God Trading and Investments Limited to ABNL Investments Limited (0.05) - Aditya Birla Solar Limited 6.15 - - Aditya Birla Elyaf Sanayi Ve Ticaret Anonim Sirketi - - (56.20) Shaktiman Mega Foods Park Private Limited - 0.01 - Total 151.76 139.92 (55.67)

Purchases/(Sales) of Property, Plant and Equipment/Intangible Assets FY 2019 FY 2018 FY 2017 UltraTech Cement Limited 6.61 6.57 4.35 Aditya Birla Capital Limited - (0.09) - Grasim Bhiwani Textiles Limited - - 0.68 Total 6.61 6.48 5.03

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Contribution to Post Retirement Funds FY 2019 FY 2018 FY 2017 Grasim Industries Limited Employees' Provident Fund 11.15 7.78 6.83 Grasim (Senior Executives & Officers) Superannuation Scheme - - 6.96 Jayshree Provident Fund Institution 3.24 3.00 - Provident Fund of Aditya Birla Nuvo Limited - 3.40 - Indo Gulf Fertiliser Ltd. Employee Provident Fund Trust 3.36 1.69 - Century Rayon Provident Fund Trust 7.02 1.16 - Grasim Industries Limited Employees Gratuity Fund 56.00 35.74 28.99 Total 80.77 52.77 42.78

Receipts from Post-Retirement Fund FY 2019 FY 2018 FY 2017 Grasim Industries Limited Employees Gratuity Fund 1.03 3.30 1.45

Compensation of Key Management Personnel of the Company FY 2019 FY 2018 FY 2017 Short-term Employee benefits 11.78 10.38 6.60 Post-Retirement benefits 2.44 29.32 0.61 Share-Based Payments 2.74 1.63 2.48 Total 16.96 41.33 9.69

N. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

Material Litigations against Issuer

1. Competition Commission of India (‘CCI’) passed an order on March 16, 2020 concluding that Grasim Industries Limited has abused its dominant position in the relevant market of ‘the market for supply of VSF to spinners in India by charging discriminatory prices to its customers besides imposing supplementary obligations upon them in violation of Section 4(2)(a)(ii), (d) read with 4(1) of the Competition Act, 2002 (‘Act’).

Under the Order, CCI directs Grasim as follows:

- Cease and desist from indulging in abusive practices contravening Section 4 of the Act;

- Refrain from adopting unfair/ discriminatory pricing practices;

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- Refrain from seeking consumption details from its customers/ buyers;

- Frame a discount policy which is transparent and non-discriminatory to all market participants; make it easily and publicly accessible/ available;

- No imposition of any end-use restriction on the buyers; it will be open to buyers to use the same for spinning or trading or any other purpose permissible under the law.

The penalty imposed on Grasim for above case is Rs 301.62 cr.

2. After closure of the industrial units at Mavoor w.e.f. June 30, 2001 various Forest Divisions raised demands against the Company for different amounts on different heads. Grasim denied all these demands through separate letters and a common detailed letter dated July 21, 2003. Grasim’s stand was that if the Government is entitled to recover any amount from the Company they can refer the matter to arbitration as Grasim’s request for appointment of Arbitrator was pending before the High Court at that time. Grasim’s request for appointment of arbitrator was accepted by the Supreme Court in Appeal No. CA.3180/2007 and as per the order dated April 19, 2017 a Sole Arbitrator was appointed. The Company and the government engaged Advocates for appearance before him. Grasim filed its Statement of Claim on Aug 11, 2017 claiming a sum of Rs.291 cr with interest at 12% per annum from Feb 01, 2002. Government filed their Counter Claim on Nov 28, 2017 claiming a sum of Rs.11 cr. They also filed a defence statement on the same day. Later they amended their counter claim amounting to Rs.15 cr including the claim of Kerala Forest Development Corporation. Grasim has filed its Defence Statement to the amended counter claim on March 15, 2018. The matter is pending with the Sole Arbitrator for trial. The case is in argument stage and last posting was on March 27, 2020 but no sitting due to Covid19.

3. Junagarh Irrigation Department has raised demand for water drawal charges for the period 1990 till date. SCN was issued by Irrigation department which was set-aside by Collector on October 16, 2009. Matter was decided by Gujarat High Court in Grasim’s favour vide order dated September 21, 2015. Department filed appeal with condonation of delay and is pending before Divisional Bench of Gujarat High Court for admission. The aggregate amount involved in this case is Rs. 272.26 cr.

4. Grasim has filed a case against Greater Calcutta Coal Gas Company Ltd. for compensation for poor quality of coal gas supply which was not as per agreement. The arbitration was decided against Grasim and therefore the Company will approach the Calcutta High Court. The Company has submitted the recalling application and hearing not done on recalling application. The amount involved is Rs. 96.08 cr.

5. The rates notified by BSEB with respect to fuel surcharge have been disputed by the Company on the ground of its illegality so far as the calculation of fuel surcharge is concerned. Fuel surcharge bill raised by BSEB during the period April 01, 1996 to March 31, 2001 was disputed by the Company on the ground of charging of increased rates and wrong inclusion of certain components in the formula of the rate. On June 26, 2000, Court opined that the formula on the basis of which fuel surcharge is computed is not challengeable but inclusion of certain components in the said formula is not in accordance with law. IA was filed in Oct 2016 for revision of rate of fuel surcharge for the year 1998-1999 and for giving effect of remaining Rs. 77 crores in the rate of fuel surcharge in the year 1998-1999. The hearing is pending before High Court and the amount involved is Rs. 62.15 cr.

6. UPSIDC has asked Grasim to pay maintenance charges on land allotted in 1983. Consequent to merger of Indo Gulf Fertilisers in Aditya Birla Nuvo Ltd, Grasim has to enter into fresh lease agreement with UPSIDC. Though

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earlier lease also has the clause of maintenance charges but they have never asked for it. The case is pending for final argument before Lucknow High Court and the amount involved is Rs. 52.33 cr.

7. Upon a complaint filed by an individual, a Committee constituted by NGT recommended Grasim to shift mercury based sludge, generated historically in our acquired Kanoria’s plant, stored in Secured Land Fill (SLF) to TSDF. Based on this, Grasim filed civil appeal in Supreme Court and obtained stay on the NGT proceedings. On 5th Nov 2019, NGT matter differed as per SC order. Meanwhile, Committee has suggested to impose Rs 155 crores as interim compensation to NGT, hearing of same is deferred.

8. In Direct tax litigations involving Grasim in relation to various provisions of the Income Tax Act, 1961, the demand outstanding in the following cases exceeds Rs. 50 cr as on 13th May, 2020:

a. Vide an Order dated 14th March 2019, issued by the Deputy Commissioner of Income Tax (DCIT), a demand of Rs. 5,872.13 Crore has been raised on Grasim on account of Dividend Distribution Tax (including interest). The DCIT, interalia, held that as the demerger of the demerged undertaking (as defined in the Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries Limited and Aditya Birla Financial Services Limited (now known as ABCL) and their respective shareholders and creditors) is not in compliance with Section 2(19AA) of the Act, the value of shares allotted by ABCL to the shareholders of Grasim, in consideration of the transfer and vesting of the Demerged Undertaking into ABCL, amounted to Dividend within the meaning of the Income Tax Act, 1961. Grasim is of the view that the aforesaid Order is not tenable in law and accordingly challenged the order by filing an appeal with the CIT(A) and the appeal is presently pending before the CIT(A).

On 03rd December, 2019, Grasim filed writ petition for stay of demand before the Bombay High Court. On 12th December, 2019, High Court granted the stay till next date of hearing before the High Court. The next hearing is yet to be fixed.

b. Rectification application filed with Assessing Officer u/s 154 of the Act against Order u/s. 143(1) dated 30th March 2019 passed by CPC-Bangalore for AY 2017-18. Outstanding tax demand is INR 562.82 Crore.

9. There are one hundred and forty-eight outstanding indirect tax litigations involving Grasim in relation to, inter alia, service tax, customs duty, entry tax, excise duty, value added tax and green cess. The aggregate amount involved in these litigations, to the extent quantifiable, is approximately Rs.259.45 cr as on 31st March 2020.

O. The names of the Debenture Trustee(s) shall be mentioned with statement to the effect that Debenture Trustee(s) has given his consent to the Issuer for his appointment under Regulation 4(4) and in all the subsequent periodical communications sent to the holders of debt securities.

The Debenture Trustee of the Debenture is:

IDBI Trusteeship Services Ltd Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400001 Ph 022 40807000

Consent letter from Debenture Trustee is attached as Annexure 2

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P. The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

The CRISIL have assigned a rating of AAA with a stable outlook in respect of the Debentures. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. Please refer to Annexure 1 of this Information Memorandum for the letter dated 2nd June , 2020 from the CRISIL assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agency for the aforesaid rating.

Q. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in this Offer Letter.

Not applicable as the Debentures are unsecured.

R. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

The securities are proposed to be listed with the following stock exchange:

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

The in principle approval from BSE is attached as Annexure 3.

S. Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of issue i.e. public issue or private placement.

Security Name Series 20-21 I 5.90% GIL 2023

Issuer/Company Grasim Industries Limited (“Issuer”/”Company”)

Promoters Aditya Birla Group “Aditya Birla Group” means the persons disclosed to the stock exchange as ‘Promoter & Promoter Group’ as on the Deemed Date of Allotment together with their Relatives and Affiliates.

“Relative” has the meaning given in Section 2(77) of the Companies Act, 2013.

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“Affiliate” means with respect to any company, any person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such person. Instrument Fully Paid, Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures (“NCDs”) Rating “AAA” by CRISIL

Mode of Placement On private placement basis to eligible investors

Issue Size Rs. 200 crs

Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par

Option to retain over Rs 300 crs subscription Eligible Investors Any investor(s) authorised to invest in these Debentures, when specifically approached and subject to the compliance with the relevant regulations/guidelines applicable to them for investing in this Issue, are eligible to apply for this private placement of Debentures. Seniority At par with other unsecured debt

Security Unsecured

Tenor 3 years

Coupon 5.90%

Step up / Step Down coupon rate Not Applicable

Coupon frequency Annual

Coupon Payment dates End of 1st year from the deemed date of allotment and every year thereafter. Last coupon will be on the redemption date Coupon Type Fixed

Coupon rest process (including Not Applicable. Coupon is fixed for the entire tenor of the NCDs. rates, spread, effective date, interest rate cap and floor etc.)

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End Use The net proceeds of the Issue will be utilised inter-alia for refinancing of existing borrowings / Capex and/ or for any other purpose in the ordinary course of business of the Issuer.

The proceeds from the NCDs will not be used, either in part or full, for capital market activities, including subscription/purchase of shares & debentures, acquisition or purchase of land or any other speculative business activity. Put/call option Nil

Day Count Basis Actual/Actual

Interest on Application Money Not Applicable as deemed date of allotment and Pay in Date are the same.

Record Date The record date for the repayment of Principal shall be 15 (fifteen) calendar days prior to the date of redemption of such Debentures Listing Listed – BSE (WDM Segment)

Form of issuance Dematerialised

Face value Rs. 10,00,000 per NCD

Issue Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Redemption Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Events of default Default in payment of monies due in respect of interest/ Redemption Amount owing upon the Debentures and continues without being remedied for a period of 30 days after the dates on which such monies become due. Penalty in case of default Additional Interest of 2% p.a. over and above the agreed coupon/interest calculated for the period from the date on which any payment is due by the Issuer until the date the payment is made.

Listing: The Issuer shall complete all the formalities and seek listing permission within 15 days from the Deemed Date of Allotment. In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company shall pay penal interest at the rate of 1% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Debentures to the Debentureholder(s).

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Conditions Precedent to 1. Credit Rating by CRISIL Limited disbursement 2. Consent Letter from the Debenture Trustee 3. Signed Disclosure Document 4. Certified copies of Board, Finance Committee 5. Consent letter from Registrar & Transfer Agent for the Issue Conditions Subsequent to The Issuer shall ensure that the following documents are executed/activities are disbursement completed as per agreed time frame: 1. Credit of demat account(s) of the investor(s) by NCDs allotted 2. Listing within 20 days from date of allotment 3. Execution of Debenture Trust Deed

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure document. Transaction Documents The Issuer has arranged to execute/ executed/ shall execute the documents including but not limited to the following in connection with the Issue: 1. Certified true copy of the Board Resolution / Finance Committee Resolution 2. Consent Letter from Debenture Trustee 3. Consent Letter from Registrar & Transfer Agent for the Issue 4. Debenture Trustee Appointment Agreement 5. Debenture Trust Deed 6. Rating Letter by CRISIL Limited 7. Application form 8. Signed Disclosure Document / Letter complying with applicable SEBI regulations & certified by Issuer

Upon closure of the bidding on the Bid Closing Date, PPOAL in format of Form PAS 4, as per 2013 Act to be issued to each successful bidder. Settlement Settlement of the Issue will be done through Indian Clearing Corporation Limited (ICCL) and the account details are given in the section on Payment Mechanism of the Disclosure Document Governing Law and Jurisdiction Indian laws and courts / tribunals of Mumbai

Business Day A day which is not a Saturday or Sunday or a public holiday and on which clearing of cheque and RTGS facilities are available in Mumbai. Business day convention If any of the coupon payment date(s), other than the ones falling on the redemption date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day, which becomes the coupon payment date for that coupon. However, the future coupon payment date(s) would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent coupon payment date(s) would not be changed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a non-Business Day.

If the redemption date of the Debentures falls on a day that is not a Business Day, the redemption amount shall be paid by the Issuer on the immediately preceding Business Day, which becomes the new redemption date, along with interest accrued on the Debentures until but excluding the date of such payment.

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Debenture Trustee Any entity registered with SEBI as debenture trustee

Roles and responsibilities of The Debenture Trustee shall have the roles and responsibilities as set forth in Debenture Trustee Debenture Trust Agreement. Depository NSDL/ CDSL

Other Expenses All other expenses viz. Stamp Duty of issuance, Legal fees, Trustee fee, Registrar fee etc. will be to the account of the Issuer. Information Provision The Issuer undertakes to provide information prior to the deemed date of allotment pertinent to the credit assessment of the Issuer by the Investor/potential investors in a timely fashion except for any information pertaining to the Issuer which the Issuer considers Unpublished Price Sensitive Information in accordance with the terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time). This information will include latest half yearly/ annual published financial information, rating letter and rating rationale, copies of the resolutions authorizing the borrowing, etc. A detailed quarterly financial information to be made available to all investors in case the issuer becomes unlisted company Force Majeure Arranger’s commitment under this term sheet and subsequent documents hereunder would stand cancelled without any further liability to Arranger, if in the reasonable view of Arranger an event of force majeure including a substantial change in national or international financial political or economic conditions or currency exchange controls or an act of God or natural calamity has occurred which is likely to have material adverse effect. Issue Opening Date June 16, 2020

Issue Closing June 16, 2020

Pay-in Date June 17, 2020

Deemed Date of Allotment June 17, 2020

Manner of Bidding The Issue will be through open bidding on the EBP platform in line with EBP Guidelines vide SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018. Mode of Allotment / Allocation The allotment will be done on uniform yield basis in line with EBP Guidelines vide option SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide notice no. 20180928-24 dated 28 September 2018 Redemption Date 16th June, 2023

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Redemption Amount On the Final Redemption Date / Final Maturity Date, each Debenture Holder will receive per Debenture held an amount equal to 100% of Principal Amount + Coupon Amount Redemption Premium / Redemption at par Discount Issuance Mode / Trading Mode Demat Mode

Minimum Application Amount 1 NCD and in multiple of 1 thereafter and in multiples of debt securities thereafter

Issue size

Issue size is Rs. 200 crores ( Rupees Two Hundred Crores Only) with an option to retain oversubscription of Rs 300 crores (Rupees Three Hundred Crores Only)

Details of utilization of the issue proceeds

The net proceeds of the Issue will be utilised inter-alia for refinancing of existing borrowings / Capex and/ or for any other purpose in the ordinary course of business of the Issuer.

A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer

Copies of the contracts and documents, referred to below, may be inspected at the Registered Office of the Company between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the issue.

Sr. No. Nature of Contract 1. Certified copies of the Memorandum and Articles of Association of the Company 2. Certified true copy of the resolution passed by the Board of Directors at its meeting held on 28 April 2018 . 3. Certified true copy of the resolution passed by the Members of the Company at the Annual General Meeting held on 26 September 2014 under sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013. 4. Latest Annual Report of the Company (for the year ended 31st March 2019)

5. Credit rating letter dated 2nd June, 2020 from CRISIL assigning credit rating of AAA (Stable).

6. Letter from IDBI Trusteeship Services Limited giving its consent to act as debenture trustee

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Particulars of the debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option.

The Company till date has not issued any debt security (i) for consideration other than cash (ii) either at premium or at discount or (iii) in pursuance of an option.

An undertaking that the Issuer shall use a common form /procedure for transfer

The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of Debentures.

The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and these conditions. No physical certificates of the Debentures would be issued. The transfer of Debentures in demat form shall be in accordance with the procedure of transfer prescribed by the relevant depository and applicable law. However, the Issuer would use a common transfer form for physical holdings if at a later stage, there is some holding in physical form due to the depository giving the rematerialisation option to any Investor.

Redemption amount, period of maturity, coupon: Mentioned in information relating to the terms of offer

T. Information relating to the Series 20-21 I 5.90% GIL 2023 terms of offer or purchase. Security Name Issuer/Company Grasim Industries Limited (“Issuer”/”Company”)

“Relative” has the meaning given in Section 2(77) of the Companies Act, 2013.

Mode of Placement On private placement basis to eligible investors

Issue Size Rs. 200 crs

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Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par

Security Unsecured

Tenor 3 years

Coupon 5.90%

Step up / Step Down coupon rate Not Applicable

Coupon frequency Annual

Coupon Payment dates End of 1st year from the deemed date of allotment and every year thereafter. Last coupon will be on the redemption date Coupon Type Fixed

Coupon rest process (including Not Applicable. Coupon is fixed for the entire tenor of the NCDs. rates, spread, effective date, interest rate cap and floor etc.) End Use The net proceeds of the Issue will be utilised inter-alia for refinancing of existing borrowings / Capex and/ or for any other purpose in the ordinary course of business of the Issuer.

Day Count Basis Actual/Actual

Interest on Application Money Not Applicable as deemed date of allotment and Pay in Date are the same.

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Record Date The record date for the repayment of Principal shall be 15 (fifteen) calendar days prior to the date of redemption of such Debentures Listing Listed – BSE (WDM Segment)

Form of issuance Dematerialised

Face value Rs. 10,00,000 per NCD

Issue Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Redemption Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Debenture Trust Deed: In case the issuer fails to execute the trust deed within 90 days of allotment of debenture, the issuer shall pay additional interest of 2% p.a.to debenture holders over and above the agreed coupon / interest. Conditions Precedent to 1. Credit Rating by CRISIL Limited disbursement 2. Consent Letter from the Debenture Trustee 3. Signed Disclosure Document 4. Certified copies of Board, Finance Committee 5. Consent letter from Registrar & Transfer Agent for the Issue Conditions Subsequent to The Issuer shall ensure that the following documents are executed/activities are disbursement completed as per agreed time frame: 1. Credit of demat account(s) of the investor(s) by NCDs allotted 2. Listing within 20 days from date of allotment 3. Execution of Debenture Trust Deed

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3. Consent Letter from Registrar & Transfer Agent for the Issue 4. Debenture Trustee Appointment Agreement 5. Debenture Trust Deed 6. Rating Letter by CRISIL Limited 7. Application form 8. Signed Disclosure Document / Letter complying with applicable SEBI regulations & certified by Issuer

Roles and responsibilities of The Debenture Trustee shall have the roles and responsibilities as set forth in Debenture Trustee Debenture Trust Agreement. Depository NSDL/ CDSL

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quarterly financial information to be made available to all investors in case the issuer becomes unlisted company Force Majeure Arranger’s commitment under this term sheet and subsequent documents hereunder would stand cancelled without any further liability to Arranger, if in the reasonable view of Arranger an event of force majeure including a substantial change in national or international financial political or economic conditions or currency exchange controls or an act of God or natural calamity has occurred which is likely to have material adverse effect. Issue Opening Date June 16, 2020

Issue Closing June 16, 2020

Pay-in Date June 17, 2020

Deemed Date of Allotment June 17, 2020

Minimum Application Amount 1 NCD and in multiple of 1 thereafter and in multiples of debt securities thereafter

Illustration of Bond Cash Flows As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated 29 October 2013, the cash flows emanating from the Debentures are mentioned below by way of an illustration.

Cash Flow Date and Day Amount (Rs.) 1st Coupon Thursday, 17 June 2021 59,000

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2nd Coupon Friday, 17 June 2022 59,000 3rd Coupon Friday, 16 June 2023 58,838 Principal Friday, 16 June 2023 10,00,000 *above illustrative cash flows are for a single bond of a face value of Rs. 10,00,000

Who can Invest

Eligible Primary Investor: As Below

Eligible Secondary Investors:

 Financial Institutions;

 Primary / State / District / Central Co-operative Banks

 Commercial Banks;

 Insurance companies

 Pension Funds and Provident Funds

 Mutual funds

 Any other investor(s) authorised to acquire these Debentures on the stock exchange under applicable laws

Application form for making application is attached as Annexure 4.

Documents to be provided by investors

Investors need to submit the following documentation, along with the application form, as applicable

 Memorandum and Articles of Association / Documents Governing Constitution  SEBI Registration Certificate, if applicable  Resolution authorising investment along with operating instructions  Certified True Copy of the Power of Attorney  Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the application money.  Form 15H/15G for claiming exemption from TDS on interest on application money, if any.  Specimen signatures of the authorised signatories duly certified by an appropriate authority.  Order u/s 197 of Income Tax Act, 1961 & u/s 10 of Income Tax Act, 1961  PAN to be submitted.

Mode of Payment

Funds to be transferred through RTGS mechanism to clearing account of BSE

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DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THE OFFER LETTER HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASONS FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED IN THIS OFFER LETTER IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE DOCUMENTS / AUTHORISATIONS / INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE COMPANY. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. THE REGULATIONS/NOTIFICATIONS REGARDING INVESTMENT MENTIONED ABOVE ARE MERELY IN THE FORM OF GUIDELINES AND THE COMPANY DOES NOT WARRANT THAT THEY ARE ACCURATE, OR HAVE NOT BEEN MODIFIED. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS ISSUED BY THEIR RESPECTIVE REGULATORY AUTHORITIES, AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM THE SAME.

Effect of Holidays

If any Coupon Payment Date (except coupon falling due on the Redemption Date) falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day and the interest amount will be the interest accrued on the Debentures until but excluding the Coupon Payment Date originally stipulated. Consequently, the next interest period will be from the Coupon Payment Date originally stipulated till (but excluding) the next scheduled interest payment date

If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the Redemption Date.

In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date.

If the Fully Paid Up Date is a day that is not a Business Day, the payment of the Balance Amount shall be made by each Debenture Holder on the immediately succeeding Business Day and the Debentures shall not be deemed forfeited on account of the Balance Amount being paid on the succeeding Business Day.

Computation of Interest

All interest accruing on the paid up value of the Debentures shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable Coupon Rate and rounded off to the nearest Rupee.

Payment of Interest

Payment of interest on the Debenture(s) will be made to those of the debenture holders whose name(s) appear in the Register of Debenture Holder(s) (or to the first holder in case of joint holders) as on the Record Date fixed by the

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Company for this purpose and/or as per the list provided by NSDL/CDSL to the Company of the beneficiaries who hold Debentures in demat form on such Record Date, and are eligible to receive interest. Payment will be made by the Company by way of direct credit through RTGS, NEFT or Fund Transfer.

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate / document must be lodged by the instrument holders at the registered office of the Company at least 30 days before the interest payment becoming due and if required, be submitted afresh annually and/or as and when called upon for the same by the Company. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form.

Failure to comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

Deemed Date of Allotment

Deemed date of Allotment: 17th June, 2020

Letters of allotment, Debenture Certificates in Demat Mode

The Company will make necessary arrangements with NSDL / CDSL for the issue of Debentures in dematerialized form. Investors shall hold the Debentures and deal with the same as per the provisions of the Depositories Act, 1996 / rules as notified by NSDL / CDSL from time to time.

Investors should mention their Depository Participants name, DP-ID and Client ID in the appropriate place in the Application Form. The Company shall take necessary steps to credit the Depository Account of the Allottee(s) with the number of Debentures allotted. In case of incorrect details provided by the Investors and inability of the Company to credit the depository account, the allotment of Debentures would be held in abeyance till the investors furnish the correct depository account details to the Company.

PAN Number

Every applicant should mention his Permanent Account Number (PAN) allotted under Income Tax Act, 1961.

Payment on Redemption

The payment of the redemption amount of the Debentures will be made by the Company to the beneficiaries as per the beneficiary list provided by the depositories viz. NSDL and / or CDSL as on the Record Date.

The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Debenture Holders whose name appears in the Register of Debenture Holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture Holders. On such payment being made, the Company will inform NSDL/CDSL and accordingly the account of the Debenture Holders with NSDL /CDSL will be adjusted.

The Company's liability to the Debenture Holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events.

Further the Company will not be liable to pay any interest or compensation from the dates of such redemption.

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On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

Purchase and Sale of Debentures

The Company may, at any time and from time to time, purchase Debentures at the price available in the debt market in accordance with the applicable laws. Such Debentures may, at the option of the Company, be cancelled, held or at such a price and on such terms and conditions as the Company may deem fit and as permitted by law.

Future Borrowings

The Company shall be entitled from time to time to make further issue of debentures and to raise further loans, advances or such other facilities from Banks, Financial Institutions and / or any other person(s).

Governing Law

The Debentures are governed by and shall be construed in accordance with the Indian laws. Any dispute arising thereof will be subject to the exclusive jurisdiction of the courts of the city of Mumbai.

Consents

Consents in writing of the Registrar to the issue and Trustees for the Debenture Holders to act in their respective capacities, have been obtained.

Tax Benefits

A Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to the debentures after consulting his tax advisor.

The discount at which such offer is made and the effective price for the investor as a result of such discount.

Not applicable

Date of Subscription

Date of Subscription shall be the date of realization of proceeds of subscription money in the bank account of the Issuer.

Right to Accept or Reject Applications

The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent within 7 days from the Deemed Date of Allotment of the Debentures without interest. If refund money is not repaid within 7 days after the Issuer becomes liable to repay it, the Issuer and officer in default shall, on and from the expiry of the 7th day be jointly and severally liable to repay that money with interest at the rate of 12% having regard to the length of the period of delay in making the repayment of such money.

The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but

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not restricted to:

a. Bank account details not given; b. Details for issue of Debentures in electronic/ dematerialised form not given; c. PAN/GIR and IT Circle/Ward/District not given; d. In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant documents not submitted; e. In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.

Applications under Power of Attorney/Relevant Authority

In case of an application made under a power of attorney or resolution or authority to make the application a certified true copy of such power of attorney or resolution or authority to make the application and the Memorandum and Articles of Association and/or bye-laws of the investor must be attached to the Application Form at the time of making the application, failing which, the Company reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason therefore. Further, any modifications / additions in the power of attorney or authority should be notified to the Company at its registered office or corporate office. Names and specimen signatures of all the authorised signatories must also be lodged along with the submission of the completed application.

Right to Re-Purchase and Re-Issue Debenture(s)

The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the maturity date, subject to applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. The Company and any of its affiliates may also at their absolute discretion, purchase Debentures in the secondary market, subject to such entity being an eligible investor and in compliance with applicable laws.

The Company may also, at its discretion and as per the prevailing guidelines/regulations of Reserve Bank of India and other authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law.

All costs incurred by the Debenture holders (including but not limited to break costs relating to interest, currency exchange and/or hedge agreements) pursuant to the repurchase by the Company before the Redemption Date as set out above, will be borne by the Company and will be calculated (and the Debenture holders will be reimbursed) on the basis as if an acceleration event had occurred.

Debenture Redemption Reserve (DRR)

The Company shall maintain the Debenture Redemption Reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard, as amended / modified to that extent.

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Sharing of Information

The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid information.

A register of all Debenture Holder(s) containing necessary particulars will be maintained by the Company at its Registrar & share Transfer Agent’s Office. A copy of the register of all Debenture holder(s) will also be maintained by the Company at its Registered Office.

Succession

In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor or administrator of the concerned Debenture Holders, or the other legal representative as having title to the Debentures. The Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

Debenture Holder not a Shareholder

The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders other than those available to them under the Companies Act, 2013.

Provisions for Meeting of Debenture Holders

The terms set out in the relevant provisions of the Debenture Trust Deed shall apply to the meetings of the Debenture Holders.

T. Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and debt securities.

In respect of all the existing debt securities / terms loans / commercial papers, the payment of interest / principal have been made on the respective due dates as per the original terms of the issue / borrowings.

U. That the permission / consent from the prior creditor for a first pari-passu charge being created in favor of the trustees to the proposed issue has been obtained: -

Not Applicable

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PART B

Security Name Series 20-21 I 5.90% GIL 2023

Issuer/Company Grasim Industries Limited (“Issuer”/”Company”)

“Relative” has the meaning given in Section 2(77) of the Companies Act, 2013.

Mode of Placement On private placement basis to eligible investors

Issue Size Rs. 200 crs

Issue Price Each debenture has a face value of Rs. 10,00,000/- and is issued at par

Security Unsecured

Tenor 3 years

Coupon 5.90%

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Step up / Step Down coupon rate Not Applicable

Coupon frequency Annual

Coupon Payment dates End of 1st year from the deemed date of allotment and every year thereafter. Last coupon will be on the redemption date Coupon Type Fixed

Day Count Basis Actual/Actual

Interest on Application Money Not Applicable as deemed date of allotment and Pay in Date are the same.

Record Date The record date for the repayment of Principal shall be 15 (fifteen) calendar days prior to the date of redemption of such Debentures Listing Listed – BSE (WDM Segment)

Form of issuance Dematerialised

Face value Rs. 10,00,000 per NCD

Issue Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

Redemption Price At par i.e. Rs. 10,00,000 per NCD (Rupees ten lakhs only per NCD)

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Penalty in case of default Additional Interest of 2% p.a. over and above the agreed coupon/interest calculated for the period from the date on which any payment is due by the Issuer until the date the payment is made.

Business Day A day which is not a Saturday or Sunday or a public holiday and on which clearing of cheque and RTGS facilities are available in Mumbai.

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Business day convention If any of the coupon payment date(s), other than the ones falling on the redemption date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day, which becomes the coupon payment date for that coupon. However, the future coupon payment date(s) would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent coupon payment date(s) would not be changed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a non-Business Day.

Roles and responsibilities of The Debenture Trustee shall have the roles and responsibilities as set forth in Debenture Trustee Debenture Trust Agreement. Depository NSDL/ CDSL

Issue Closing June 16, 2020

Pay-in Date June 17, 2020

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Deemed Date of Allotment June 17, 2020

Minimum Application Amount 1 NCD and in multiple of 1 thereafter and in multiples of debt securities thereafter

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Annexure 1- CRISIL Rating Letter

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Annexure 2 Consent Letter from Debenture Trustee

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Annexure 3

In-principle Approval from BSE

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Annexure 4

Grasim Industries Limited (CIN : L17124MP1947PLC000410) Registered Office: P.O. Birlagram, Nagda – 456 331 (M.P.) Corporate Office: Aditya Birla Centre, ‘A’ wing, 2nd Floor, S.K. Ahire Marg, Worli, Mumbai 400 030

APPLICATION FORM

Application No.: Date:

Dear Sirs,

Sub: Issue of 2000 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs) each, for cash, at par, aggregating Rs. 200 Crores on a Private Placement basis with an option to retain oversubscription of 3000 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs) each, for cash, at par, aggregating Rs 300 Crores.

Having read and understood the contents of the Schedule I Disclosure as per the SEBI Guidelines on Private Placement, We apply for allotment to us of the Debenture(s). The amount payable on application is remitted herewith. We bind ourselves by the terms and conditions as contained in the Information Memorandum of Private Placement.

(Please read carefully the instructions on the next page before filling this form)

No. of Debentures Applied for No. in Figures No. in Words

Amount (Rs) in figures:

Amount (Rs) in words:

Cheque No. /Demand Draft No. / UTR No. for Date Drawn on Bank RTGS

Applicant’s Name & Address in full (please use capital letters)

Name: Address:

Pin Code: Telephone: Fax: Email:

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Contact Person: Mobile No. Email: Status: ( ) Banking Company ( ) Insurance Company ( ) Mutual Fund ( ) Others – please specify

Name of Authorised Signatory Designation Signature

Details of Bank Account of Applicant

Bank Name & Branch Nature of Account Account No.: IFSC / NEFT Code

Depository Details of Applicant DP Name DP ID Client ID (*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted.

PAN / GIR No. of the IT Circle/Ward/District ( ) Not Allotted applicant

Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No

Sign & Seal

------(Tear here) ------

ACKNOWLEDGEMENT SLIP

Application No: ______Date: ______, Received From ______Rs. ______/- By Cheque / Demand Draft / RTGS / NEFT No ______drawn on ______towards application for ______Debentures. (Cheque / Demand Draft / RTGS are subject to realization).

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INSTRUCTIONS

1. Application Form must be completed in full in BLOCK LETTERS IN ENGLISH. 2. Signatures should be made in English or in any of the Indian languages. Signature in a language other than English must be attested by an authorized official of a Bank or by a magistrate / notary public under his / her official seal. 3. The full amount of Debenture has to be paid alongwith the application form .

4. The payment through RTGS should made to the clearing account of BSE.

5. Debentures will be allotted in demat form only. Please update / inform your bank/mandate/ECS details to your DP.

6. Please mention your Permanent Account Number or the GIR number allotted under Income Tax Act, 1961 and the Income Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in space provided.

7. Receipt of Application will be acknowledged in the “Acknowledgement Slip” appearing below the Application Form. No separate receipt will be issued.

8. The application is to be accompanied by bank account details and MICR code of the bank for the purpose of availing direct credit of interest and all amounts through electronic transfer of funds or RTGS.

9. The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure Document.

10. Documents to be provided by investors  Investors need to submit the following documentation, along with the application form, as applicable:  Memorandum and Articles of Association/ Documents Governing Constitution;  Resolution authorizing investment;  Certified True Copy of the Power of Attorney;  Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the application money;  Specimen signatures of the authorised signatories duly certified by an appropriate authority;  SEBI, IRDA Registration Certificate (for Mutual Funds, insurance etc.);  Copy of PAN

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Annexure 5

Board Resolution

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Annexure 6- HALF YEARLY RESULTS (CONSOLIDATED AND STANDALONE) FOR THE QUARTER AND HALF YEAR ENDED 30TH SEPTEMBER, 2019

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Annexure 7- LIMITED REVIEW RESULTS (CONSOLIDATED AND STANDALONE) FOR THE NINE MONTH ENDING 31ST DECEMBER, 2019

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