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Letter of Offer Dated December 24, 2019 for Eligible Equity Shareholders Only

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Letter of Offer Dated December 24, 2019 For Eligible Equity Shareholders only PIRAMAL ENTERPRISES LIMITED Piramal Enterprises Limited was originally incorporated as Indian Schering Limited on April 26, 1947, at Mumbai, under the provisions of the Companies Act, 1913. Subsequently, the name of our Company was changed to Nicholas Laboratories India Limited with effect from September 27, 1979 and to Nicholas Piramal India Limited with effect from December 2, 1992. Subsequently, the name of our Company was changed to Piramal Healthcare Limited with effect from May 13, 2008 and to Piramal Enterprises Limited with effect from July 31, 2012. For details of change in our name and the registered office of our Company, see “General Information” on page 54. Registered Office and Corporate Office: Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai – 400 070 Contact Person: Bipin Singh, Company Secretary and Compliance Officer Tel: (91 22) 3802 3000 E-mail: [email protected] | Website: www.piramal.com | Corporate Identity Number: L24110MH1947PLC005719 PROMOTER OF OUR COMPANY: AJAY PIRAMAL FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PIRAMAL ENTERPRISES LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY ISSUE OF UP TO 27,929,649* EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH OF OUR COMPANY (THE “EQUITY SHARES”) FOR CASH AT A PRICE OF ₹ 1,300 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 1,298 PER EQUITY SHARE) NOT EXCEEDING ₹ 36,308.5 MILLION ON A RIGHTS BASIS TO (I) THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 11 (ELEVEN) EQUITY SHARES FOR EVERY 83 (EIGHTY THREE) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS DECEMBER 31, 2019; AND (II) THE RESERVED PORTION IN FAVOUR OF THE CCD HOLDERS (DEFINED HEREINAFTER) (THE “ISSUE”). THE CCD HOLDERS MAY PARTICIPATE IN PROPORTION TO THE CCDS HELD BY THEM, IN THE ISSUE, AND THE SAME WILL FORM PART OF THE EXISTING ISSUE SIZE NOT EXCEEDING ₹ 36,308.5 MILLION. FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 268 AND “TERMS OF THE ISSUE – RESERVATION IN FAVOUR OF CCD HOLDERS” ON PAGES 269 and 270. *INCLUDING 1,535,944 EQUITY SHARES RESERVED FOR CCD HOLDERS. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is invited to “Risk Factors” beginning on page 18 before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (collectively, the “Stock Exchanges”). Our Company has received “in-principle” approvals from BSE and NSE for listing the Equity Shares to be allotted pursuant to the Issue through their letters dated December 19, 2019 and December 20, 2019, respectively. For the purposes of the Issue, the Designated Stock Exchange is BSE. LEAD MANAGERS REGISTRAR TO THE ISSUE ICICI Securities Limited Motilal Oswal Investment Advisors Limited Link Intime India Private Limited ICICI Centre, H.T. Parekh Marg Motilal Oswal Tower, Rahimtullah Sayani Road, C-101, 247 Park Churchgate Opposite Parel ST Bus Depot, Prabhadevi, Mumbai 400 L B S Marg , Vikhroli (West) Mumbai 400 020 025 Mumbai 400 083 Tel: (91 22) 2288 2460 Tel: (91 22) 7193 4380 Tel: (91 22) 4918 6200 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] Investor grievance e-mail: Investor grievance e-mail: Investor grievance e-mail: [email protected] [email protected] [email protected] Website: www.icicisecurities.com Website: www.motilaloswalgroup.com Contact person: Sumeet Deshpande Contact person: Sameer Purohit/ Arjun A Contact person: Kristina Dias/ Subodh Mallya Website: www.linkintime.co.in Mehrotra SEBI registration number: INM000011005 SEBI registration number: INR000004058 SEBI registration number: INM000011179 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT APPLICATION FORMS ISSUE CLOSES ON January 7, 2020 January 14, 2020 January 21, 2020 TABLE OF CONTENTS SECTION I: GENERAL ........................................................................................................................................................... 2 DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 2 NOTICE TO INVESTORS ................................................................................................................................................. 10 PRESENTATION OF FINANCIAL AND OTHER INFORMATION .......................................................................... 12 FORWARD-LOOKING STATEMENTS ......................................................................................................................... 14 SUMMARY OF LETTER OF OFFER ............................................................................................................................. 15 SECTION II: RISK FACTORS ............................................................................................................................................. 18 SECTION III: INTRODUCTION .......................................................................................................................................... 48 THE ISSUE .......................................................................................................................................................................... 48 SUMMARY FINANCIAL INFORMATION .................................................................................................................... 49 GENERAL INFORMATION ............................................................................................................................................. 54 CAPITAL STRUCTURE .................................................................................................................................................... 59 OBJECTS OF THE ISSUE ................................................................................................................................................. 75 STATEMENT OF TAX BENEFITS .................................................................................................................................. 80 SECTION IV: ABOUT OUR COMPANY ............................................................................................................................ 96 BUSINESS ............................................................................................................................................................................ 96 OUR MANAGEMENT ..................................................................................................................................................... 111 SECTION V: FINANCIAL INFORMATION .................................................................................................................... 118 FINANCIAL STATEMENTS........................................................................................................................................... 118 MATERIAL DEVELOPMENTS ..................................................................................................................................... 243 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT .......................................................................... 244 STOCK MARKET DATA FOR SECURITIES OF OUR COMPANY ........................................................................ 246 SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 249 OUTSTANDING LITIGATION AND DEFAULTS ...................................................................................................... 249 GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 256 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................. 258 SECTION VII: ISSUE INFORMATION ...........................................................................................................................
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