Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Srl. No: Dated: 27th May 2020 SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED Incorporated in Bombay under the Registrar of Companies, Bombay ROC, on 23rd January, 1943 under the Indian Companies Act VII of 1913 as a limited company Date of Incorporation: Incorporated on 23rd January 1943 Registered Office: 70, Nagindas Master Road, Fort, Mumbai – 400023 Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 Tel. No.: 022 67490000; Fax: 022 66338176 DISCLOSURE DOCUMENT FOR THE ISSUE AND LISTING OF DEBENTURES ON A PRIVATE PLACEMENT BASIS UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME ISSUE OF LISTED, SECURED, RATED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 1,000,000/- EACH (THE "DEBENTURES"), AGGREGATING TO INR 2,000,000,000 ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"), BY SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED (THE "ISSUER/ SPCPL/ COMPANY") GENERAL RISK Investment in debt and debt related securities involve a degree of risk and Eligible Investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Eligible Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Eligible Investors must rely on their own examination of the Issuer and this Information Memorandum including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum 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 Information Memorandum 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 Information Memorandum 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 offered through this Information Memorandum shall be rated by CARE Ratings Limited (CARE). The rating is not a recommendation to buy, sell or hold securities and Eligible Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. LISTING The Debentures offered through this Information Memorandum shall be listed on the Whole Sale Debt Market Segment of the BSE. The Issuer intends to use BSE-EBP for this Issue. ISSUE PROGRAM Issue Opens on: 29 May 2020 Issue Closes on: 29 May 2020 DEBENTURE TRUSTEE REGISTRAR TO ISSUE Axis Trustee Services limited Universal Capital Securities Pvt. Ltd. The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, 21 Shakilniwas, Opp Sai Baba Temple, Mahakali Caves Road, Dadar (West), Mumbai 400 028 Andheri (East), Mumbai -400093 Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) TABLE OF CONTENTS 1. DEFINITIONS AND ABBREVIATIONS................................................................................................ 3 2. DISCLAIMERS ........................................................................................................................................ 6 3. BRIEF DETAILS ABOUT THE TRANSACTION ............................................................................... 10 4. RISK FACTORS .................................................................................................................................... 11 5. ISSUER INFORMATION ...................................................................................................................... 15 Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) 1. DEFINITIONS AND ABBREVIATIONS Term Description Act the Companies Act, 2013 which are in force, and shall include the rules and the regulations framed thereunder and any other statutory amendment or re- enactment thereof Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue. Applicable Law(s) Any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority whether in effect as of the date of the Debenture Trust Deed or thereafter and in each case as amended. Application Form The form used by an Invited Eligible Investor to apply for subscription to the Debentures offered through this Issue and set out in Annexure 4 hereto. Arranger A SEBI registered merchant banker, broker or a RBI registered primary dealer, who on behalf of an Eligible Investor bids on the BSE-EBP and is authorized by the Issuer to act as an arranger for the Issue. Articles of Association/The articles of association of the Issuer AOA Board Board of directors of the Issuer BSE BSE Limited BSE-EBP The electronic book building platform of the BSE for issuance of debt securities on private placement basis Business Day Any day (other than a Saturday or Sunday or public holiday) on which banks are open for general business in Mumbai. Current Assets means all rights, title, interest, benefits, claims and demands whatsoever (both present and future) of the Company in, to, under and in respect of all assets being in the nature of current assets, including without limitation the cash in hand, investments classified as ‘held for trading’, raw materials, semi-finished and finished goods, consumable stores and spares and other current assets including book-debts, bills whether documentary or clean, both present and future, trade and other outstanding receivables and receivables by way of cash assistance and/ or cash incentives or any claims by way of refund of customs/ excise duties, book debts and stock in trade, whether installed or not and whether lying loose or in cases or which are lying or are stored in or to be stored in or to be brought into or upon the Company’s premises, warehouses, stockyards and godowns or the premises, warehouses, stockyards and godowns of the Company’s agents, affiliates, associates or representatives or at various work sites or at any place or places wherever else situated or wherever else the same may be, which description shall include all properties of the above description whether presently in existence, constructed or acquired hereafter, but shall at all times exclude all the fixed deposits which are as on the date of the Debenture Trust Deed or which shall be on or after the date of the Debenture Trust Deed, lien marked/ charged exclusively in favour of the other lenders of the Company Debentures Up to 2,000 secured, rated, listed, redeemable non-convertible debentures of the nominal value of INR 1,000,000 each, aggregating to not more than INR 3 Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Term Description 2,00,00,00,000 to be issued by the Company in dematerialised form for cash, at par, on a private placement basis and listed on the Wholesale Debt Market Segment of the BSE pursuant to the Debenture Trust Deed and in terms of this Information Memorandum. Debenture Holder(s) Persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners and “Debenture Holder” means each such person, but shall at all times exclude any Person forming part of the Negative List. Debenture Payments means, at any time, any and/or the aggregate amounts due and payable by the Company in respect of the outstanding Debentures upon the same becoming due and payable as per the terms of the Transaction Documents, whether in respect of the Redemption Amounts thereof, Coupon, Default Interest, remuneration payable to the Debenture Trustee, all the costs, charges, expenses, fees and commission for creation and realization, preservation, protection, enforcement, of the Security, and Transaction Documents, reasonable legal fees payable for the transaction contemplated in this Deed, costs, charges and expenses and all other monies due, owing or incurred from time to time by the Company to any Debenture Holder(s) or the Debenture Trustee under or in connection with and in accordance with the Transaction Documents; Debenture Trust Deed Debenture trust deed dated on or about the date of this Information Memorandum executed or to be executed by and between the Issuer and