Draft Letter of Offer

Dated November 7, 2017

For Eligible Equity Shareholders only

PIRAMAL ENTERPRISES LIMITED

Piramal Enterprises Limited was originally incorporated as Indian Schering Limited on April 26, 1947 under the provisions of the Companies
Act, 1913. Subsequently, the name of our Company was changed to Nicholas Laboratories India Limited with effect from September 27,
1979 and to Nicholas Piramal India Limited with effect from December 2, 1992. Subsequently, the name of our Company was changed to
Piramal Healthcare Limited with effect from May 13, 2008 and to Piramal Enterprises Limited with effect from July 31, 2012.

Registered Office: Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai –
400 070
Contact Person: Leonard D’Souza, Company Secretary and Compliance Officer
Tel: (91 22) 3046 6666 | Fax: (91 22) 2490 2363
E-mail: [email protected] | Website: www.piramal.com | Corporate Identity Number: L24110MH1947PLC005719

PROMOTER OF OUR COMPANY: AJAY PIRAMAL

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF
PIRAMAL ENTERPRISES LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY
ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH OF OUR COMPANY (THE “EQUITY SHARES”)
FOR CASH AT A PRICE OF ₹ 2,380 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹2,378 PER EQUITY SHARE)
NOT EXCEEDING ₹20,000 MILLION ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR
COMPANY IN THE RATIO OF [●] EQUITY SHARES FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE
ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●], 2017 (THE “ISSUE”). FOR FURTHER
DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 380.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless
they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue
including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and
Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft Letter of Offer. Investors are advised
to refer to “Risk Factors” beginning on page 11 before making an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all
information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this
Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or
any such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”)
(collectively, the “Stock Exchanges”). Our Company has received “in-principle” approvals from BSE and NSE for listing the Equity
Shares to be allotted pursuant to the Issue through their letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated
Stock Exchange is the [●].
LEAD MANAGER REGISTRAR TO THE ISSUE

Kotak Mahindra Capital Company Limited Link Intime India Private Limited
1st Floor, 27 BKC, Plot No. 27 G Block C-101, 247 Park
Bandra Kurla Complex, Bandra (East) L B S Marg , Vikhroli (West)
Mumbai 400 051 Mumbai 400 083
Tel: (91 22) 4336 0000 Tel: (91 22) 4918 6200
Fax: (91 22) 6713 2447 Fax: (91 22) 4918 6195
E-mail: [email protected] E-mail: [email protected]
Investor grievance e-mail: [email protected] Investor grievance e-mail: [email protected]
Contact person: Ganesh Rane Contact person: Sumeet Deshpande
Website: www.investmentbank.kotak.com Website: www.linkintime.co.in
SEBI registration number: INM000008704 SEBI registration number: INR000004058
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT ISSUE CLOSES ON
APPLICATION FORMS
[●] [●] [●]
 TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1
NOTICE TO INVESTORS ................................................................................................................................................... 7
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................................ 9
FORWARD-LOOKING STATEMENTS ......................................................................................................................... 10
SECTION II: RISK FACTORS ............................................................................................................................................. 11
SECTION III: INTRODUCTION.......................................................................................................................................... 34
THE ISSUE .......................................................................................................................................................................... 34
SUMMARY FINANCIAL INFORMATION .................................................................................................................... 35
GENERAL INFORMATION ............................................................................................................................................. 48
CAPITAL STRUCTURE .................................................................................................................................................... 52
OBJECTS OF THE ISSUE ................................................................................................................................................. 61
STATEMENT OF TAX BENEFITS .................................................................................................................................. 65
SECTION IV: ABOUT OUR COMPANY ............................................................................................................................ 78
BUSINESS ............................................................................................................................................................................ 78
OUR MANAGEMENT ....................................................................................................................................................... 95
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 102
FINANCIAL STATEMENTS........................................................................................................................................... 102
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................... 318
WORKING RESULTS...................................................................................................................................................... 336
MATERIAL DEVELOPMENTS ..................................................................................................................................... 337
ACCOUNTING RATIOS AND CAPITALISATION STATEMENT .......................................................................... 338
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ............................................................... 340
SECTION VI: INDUSTRY OVERVIEW ........................................................................................................................... 342
SECTION VII: LEGAL AND OTHER INFORMATION ................................................................................................. 360
OUTSTANDING LITIGATION AND DEFAULTS ...................................................................................................... 360
GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 367
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................. 368
SECTION VIII: ISSUE INFORMATION .......................................................................................................................... 380
TERMS OF THE ISSUE ................................................................................................................................................... 380
SECTION IX: OTHER INFORMATION ........................................................................................................................... 407
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................................... 407
DECLARATION ............................................................................................................................................................... 409
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the
information contained herein. The following list of certain capitalised terms used in this Draft Letter of Offer is intended for
the convenience of the reader/prospective investor only and is not exhaustive.

References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules,
guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision
shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Letter of Offer but not defined herein, shall have, to the extent applicable, the
meaning ascribed to such terms under the Companies Act, the SEBI Regulations, the SCRA, the Depositories Act or the rules
and regulations made thereunder. Notwithstanding the foregoing, terms used in “Statement of Tax Benefits” and “Financial
Statements” beginning on pages 65 and 102, respectively, shall have the meaning given to such terms in such sections.

Company and Industry Related Terms

Term Description
“Our Company” or “the Piramal Enterprises Limited incorporated under the Companies Act 1913, with its registered
Company” or “the Issuer” office at Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction,
LBS Marg, Kurla (West), Mumbai – 400 070
“Articles of Association” or The Articles of Association of our Company, as amended from time to time
“Articles”
Associates Associates of our Company as per Ind AS are Allergan India Private Limited, Piramal
Phytocare Limited and Bluebird Aero Systems Limited
Audited Financial Standalone and consolidated audited financial statements for the Fiscal 2017, including the
Statements notes thereto and reports thereon, including the notes thereto and reports thereon
Auditors Erstwhile auditors of our Company, namely M/s Price Waterhouse and the Statutory Auditors
namely, M/s. Deloitte Haskins & Sells LLP
“Board” or “Board of The board of directors of our Company or a committee thereof
Directors”
“CCDs” or “Compulsorily 464,330 7.80% compulsorily convertible debentures of the face value of ₹ 107,600 each issued
Convertible Debentures” by our Company by way of qualified institutions placement
CCD Holders Holders of CCDs
Directors Directors on the Board, as may be appointed from time to time
Equity Shares Equity shares of face value of ₹ 2 each of our Company
Financial Statements Audited Financial Statements and Limited Review Financial Information
Group Our Company, its Subsidiaries, its Joint Ventures and its Associates
Group Companies Companies as covered under applicable accounting standards and also other companies as
considered material by our Company
Joint Ventures Joint Ventures of our Company as per Ind AS are Convergence Chemicals Private Limited,
Shrilekha Business Consultancy Private Limited (formerly known as Shrilekha Financial
Services) (includes share assets in Shriram Capital Limited), India Resurgence ARC Private
Limited (Formerly known as Piramal Assets Reconstruction Private Limited)
Key Management Personnel The key management personnel of our Company in accordance with the provisions of the
Companies Act, 2013. For details, see “Our Management” beginning on page 95
Limited Review Financial Limited review standalone and consolidated financial information of our Company for the six
Information month period ended September 30, 2017, including the notes thereto and reports thereon. For
details, see “Financial Statements” beginning on page 102
Material Subsidiaries Piramal Finance Limited, Piramal Critical Care, Inc., Piramal Healthcare (UK) Limited,
Piramal Critical Care Limited and Decision Resources Inc.
Memorandum The Memorandum of Association of our Company, as amended from time to time
of Association or
Memorandum
MSD BV Merck Sharp & Dohme B.V
Promoter Ajay Piramal

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 Term Description
Promoter Group The promoter group of our Company as determined in terms of Regulation 2(1)(zb) of the SEBI
Regulations
Registered Office Registered office of our Company situated at Piramal Ananta, Agastya Corporate Park,
Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai – 400 070. Our
Board of Directors, pursuant to the meeting held on November 6, 2017, approved the shifting
of the registered office of our Company within the local limits of Mumbai from Piramal Tower,
Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013 to Piramal Ananta, Agasthya Corporate
Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai – 400 070
Statutory Auditors Statutory Auditors of our Company namely, M/s. Deloitte Haskins & Sells LLP
Subsidiaries Subsidiaries of our Company as per Ind AS on the date of this Draft Letter of Offer are PHL
Fininvest Private Limited, Piramal Finance Limited, Piramal Fund Management Private
Limited, Piramal Systems & Technologies Private Limited, Piramal Investment Advisory
Services Private Limited, Piramal Udgam Data Management Solutions*, Piramal Foundation
for Education Leadership*, Piramal International, Piramal Holdings (Suisse) SA , Piramal
Pharma Inc., Piramal Healthcare Inc., Piramal Critical Care Limited, Piramal Healthcare UK
Limited, Piramal Healthcare Pension Trustees Limited, Piramal Healthcare (Canada) Limited,
Piramal Imaging Limited, Piramal Critical Care Italia, SPA, Piramal Critical Care Inc., Indiareit
Investment Management Company, Piramal Technologies SA, Piramal Imaging SA, Piramal
Imaging GmbH, Piramal Dutch Holdings N.V., Piramal Critical Care Deutschland GmbH,
Decision Resources Inc., Piramal Asset Management Private Limited, Decision Resources
International Inc., Decision Resources Group UK Limited, DR/ Decision Resources LLC, DRG
UK Holdco Limited, Millennium Research Group Inc., Sigmatic Limited, Decision Resources
Group Asia Limited, Piramal Foundation (formerly known as Piramal Healthcare
Foundation)*, Piramal Swasthya Management and Research Institute*, Piramal Investment
Opportunities Fund, PEL Finhold Private Limited, DRG Holdco Inc, Piramal IPP Holdings
LLC, Context Matters Inc, PEL Asset Resurgence Advisory Private Limited, PEL-DRG Dutch
Holdco B.V., Piramal Dutch IM Holdco B.V., Piramal Consumer Products Private Limited,
Activate Networks Inc., DRG Analytics & Insights Private Limited, Ash Stevens LLC, USA,
DRG Singapore Pte. Ltd, Piramal Critical Care South Africa (PTY) Ltd, South Africa, Piramal
Capital Ltd, PEL Pharma Inc., Piramal Pharma Solutions Inc., USA, Piramal Housing Finance
Limited (formerly known as Piramal Housing Finance Private Limited), Searchlight Health
Private Limited, Sharp Insights Ltd. t/a Walnut Medical
* Piramal Udgam Data Management Solutions, Piramal Foundation for Education
Leadership and Piramal Foundation incorporated under section 25 of the Companies Act,
1956 or Section 8 of the Companies Act, 2013, as applicable, being limited by guarantee
(not having share capital) and Piramal Swasthya Management and Research Institute
(being a society) are engaged in corporate social responsibility activities.
Total Loan Book Total loan book comprises of investments in non-convertible debentures, optionally convertible
debentures, inter-corporate deposits and term loans
“we” or “us” or “our” or Piramal Enterprises Limited, our Subsidiaries, Joint Ventures and Associates
“Piramal Group”

Issue Related Terms

Term Description
Abridged Letter of Offer/ Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to the Issue
ALOF in accordance with the provisions of the SEBI Regulations and the Companies Act
Allotment/ Allot/ Allotted Allotment of Equity Shares pursuant to the Issue
Allotment Date Date on which the Allotment is made
Allottee(s) Person(s) who is Allotted Equity Shares pursuant to Allotment
Applicant(s) Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for the Equity
Shares pursuant to the Issue in terms of this Draft Letter of Offer, including an ASBA Applicant
Application Money Aggregate amount payable in respect of the Equity Shares applied for in the Issue at the Issue
Price
Application Supported by Application (whether physical or electronic) used by an ASBA Investor to make an application
Blocked Amount/ ASBA authorizing the SCSB to block the Application Money in a specified bank account maintained
with the SCSB

2
 Term Description
ASBA Account Account maintained with the SCSB and specified in the CAF by the Applicant for blocking the
amount mentioned in the CAF
ASBA Applicant/ ASBA Eligible Equity Shareholders proposing to subscribe to the Issue through ASBA process and
Investor who:
1. are holding the Equity Shares of our Company in dematerialized form as on the Record
Date and have applied for their Rights Entitlements and/or additional Equity Shares in
dematerialized form;
2. have not renounced their Rights Entitlements in full or in part;
3. are not Renouncees; and
4. are applying through blocking of funds in a bank account maintained with the SCSBs.
QIBs, Non-Institutional Investors and Investors whose Application Money exceeds ₹ 200,000
can participate in the Issue only through the ASBA process.
Bankers to the Issue/ Escrow [●]
Collection Banks
Composite Application Form used by an Investor to make an application for the Allotment of Equity Shares in the Issue
Form/ CAF
Controlling Branches/ Such branches of the SCSBs which co-ordinate with the Lead Manager, the Registrar to the
Controlling Branches of the Issue and the Stock Exchanges, a list of which is available on
SCSBs http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Designated Branches Such branches of the SCSBs which shall collect the CAF or the plain paper application, as the
case may be, used by the ASBA Investors and a list of which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Designated Stock Exchange [●]
Draft Letter of Offer / DLOF This draft letter of offer dated November 7, 2017 issued by our Company in accordance with
the SEBI Regulations and filed with SEBI for its observations
Eligible Equity Holder(s) of the Equity Shares of our Company as on the Record Date
Shareholder(s)
Equity Shareholder(s) Holder(s) of the Equity Shares of our Company
FPIs Foreign portfolio investors as defined under the SEBI FPI Regulations
Investor(s) Eligible Equity Shareholder(s) of our Company on the Record Date, i.e. [●] and the
Renouncee(s)
Issue/ the Issue/ this Issue This issue of up to [●] Equity Shares for cash at a price ₹2,380 per Equity Share (including a
premium of ₹2,378 per Equity Share) aggregating up to ₹20,000 million on a rights basis to the
Eligible Equity Shareholders of our Company in the ratio of [●] Equity Shares for every [●]
fully paid-up Equity Shares held by the Eligible Equity Shareholders on the Record Date
Issue Agreement Issue Agreement dated November 7, 2017 between our Company and the Lead Manager,
pursuant to which certain arrangements are agreed to in relation to the Issue
Issue Closing Date [●], 2017
Issue Opening Date [●], 2017
Issue Price ₹ 2,380 per Equity Share
Issue Proceeds Gross proceeds of the Issue
Issue Size Amount aggregating up to ₹ 20,000 million
Kotak or Lead Manager Kotak Mahindra Capital Company Limited
Letter of offer or LOF Final letter of offer to be filed with the Stock Exchanges after incorporating the observations
received from SEBI on this Draft Letter of Offer
Listing Agreement The listing agreements entered into between our Company and the Stock Exchanges in terms
of the SEBI Listing Regulations
Monitoring Agency [●]
Net Proceeds Issue Proceeds less the Issue related expenses. For further details, see “Objects of the Issue”
beginning on page 61

3
 Term Description
Non-ASBA Investor Investors other than ASBA Investors who apply in the Issue otherwise than through the ASBA
process
Non-Institutional Investors Investor, including any company or body corporate, other than a Retail Individual Investor and
a Qualified Institutional Buyer
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI Regulations
Buyers or QIBs
Record Date [●], 2017
Registrar to the Issue / Link Intime India Private Limited
Registrar
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible Equity Shareholders
Retail Individual Investor Individual Investors who have applied for Equity Shares for a value of not more than ₹ 0.2
million (including HUFs applying through their Karta) through one or more applications
Rights Entitlement Number of Equity Shares that an Eligible Equity Shareholder is entitled to in proportion to the
number of Equity Shares held by the Eligible Equity Shareholder on the Record Date
SAF(s) Split application form(s) which is an application form used in case of renunciation in part by
an Eligible Equity Shareholder in favour of one or more Renouncee(s)
SCSB(s) Self-certified syndicate bank registered with SEBI, which acts as a banker to the Issue and
which offers the facility of ASBA. A list of all SCSBs is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Stock Exchanges Stock exchanges where the Equity Shares are presently listed, being BSE and NSE
Wilful Defaulter Company or person, as the case may be, categorised as a wilful defaulter by any bank or
financial institution or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the RBI and includes any company whose director or promoter is
categorised as such
Working Days All days other than a Sunday or a public holiday on which commercial banks in Mumbai are
open for business

Conventional and General Terms/Abbreviations

Term Description
₹ / Rupees / INR Indian Rupees
ACIT Assistant Commissioner of Income Tax
AGM Annual general meeting
AIF(s) Alternative investment funds, as defined and registered with SEBI under the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment year
BSE BSE Limited
CAGR Compounded annual growth rate (calculated by taking the nth root of the total percentage
growth rate, where n is the number of years in the period being considered)
Category III Foreign An FPI registered as a category III foreign portfolio investor under the SEBI FPI Regulations
Portfolio Investors
C&F Agent Carrying and Forwarding Agent
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CIN Corporate identity number
CIT Commissioner of Income Tax
Civil Procedure Code / CPC The Code of Civil Procedure, 1908
CJM Chief Judicial Magistrate
Companies Act The Companies Act, 1956 or the Companies Act, 2013, as applicable

4
 Term Description
Companies Act, 1956 The Companies Act, 1956 and the rules made thereunder (without reference to the provisions
thereof that have ceased to have effect upon the notification of the Notified Sections)
Companies Act, 2013 The Companies Act, 2013 and the rules made thereunder to the extent in force pursuant to the
notification of the Notified Sections
Competition Act The Competition Act, 2002
CrPC Code of Criminal Procedure, 1973
DCIT Deputy Commissioner of Income Tax
Depositories Act The Depositories Act, 1996
Depository A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participant) Regulations, 1996
Depository Participant / DP A depository participant as defined under the Depositories Act
DIN Directors Identification Number
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary general meeting
EPS Earnings per share
FEMA The Foreign Exchange Management Act, 1999, together with rules and regulations thereunder
FEMA 20 The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
Outside India) Regulations, 2000
Financial Year / Fiscal Year Period of 12 months ended March 31 of that particular year, unless otherwise stated
/ Fiscal
Foreign Portfolio Investment The foreign portfolio investment scheme of the RBI specified in Schedule 2A of FEMA 20, as
Scheme amended
FPI Foreign portfolio investors as defined under the SEBI FPI Regulations and includes a person
who has been registered under the SEBI FPI Regulations.
FVCI Foreign venture capital investors as defined under and registered with SEBI pursuant to the
Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
registered with SEBI
GAAP Generally accepted accounting principles
GDP Gross domestic product
GoI / Government Government of India
GST Goods and Service Tax
ICAI Institute of Chartered Accountants of India
Income Tax Act The Income-Tax Act, 1961
Ind AS Indian accounting standards as notified by the MCA vide Companies (Indian Accounting
Standards) Rule 2015, as amended
Indian GAAP Generally accepted accounting principles in India, including the accounting standards specified
under the Companies (Accounts) Rules, 2014, as amended
Interest Coverage Ratio Interest Coverage ratio equal to earnings before finance cost, income tax expense, share of net
profits of associates and joint venture accounted for using the equity method and exceptional
items over finance cost
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
IPC Indian Penal Code, 1860
ITAT Income Tax Appellate Tribunal
JMFC Judicial Magistrate First Class
MCA Ministry of Corporate Affairs
Mn / million Million
MoU Memorandum of Understanding
NCD Non-convertible debentures

5
 Term Description
Net Asset Value / NAV Net asset value per Equity Share at a particular date computed based on total equity divided by
number of Equity Shares
Net Worth Aggregate of paid up share capital, share premium account and reserves and surplus (excluding
revaluation reserves), as reduced by the aggregate miscellaneous expenditure (to the extent not
availed or written off) and the debit balance of the profit and loss account
NGO Non-Governmental Organisation
Notified Sections Sections of Companies Act, 2013 that have been notified by the Government of India
NRI A person resident outside India, who is a citizen of India and shall have the same meaning as
ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
PAN Permanent account number
PAT Profit After Tax
PCB Pollution Control Boards
Portfolio Investment The portfolio investment scheme of RBI specified in Schedule 2 of the Foreign Exchange
Scheme Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934
Regulation S Regulation S under the U.S. Securities Act
SCR (SECC) Rules Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,
2012, notified by the SEBI
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
Stock Exchanges BSE and NSE
STT Securities transaction tax
Supreme Court Supreme Court of India
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
US GAAP Generally accepted accounting principles in the United States of America
U.S. Person A U.S. person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act
U.S.$ / USD / U.S. dollar United States Dollar, the legal currency of the United States of America
USA / U.S. / United States The United States of America
U.S. Securities Act The U.S. Securities Act of 1933, as amended
VCF Venture capital fund as defined and registered with SEBI under the Securities and Exchange
Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations, as the
case may be

6
 NOTICE TO INVESTORS

The distribution of the Letter of Offer and the issue of the Rights Entitlement and the Equity Shares on a rights basis to persons
in certain jurisdictions outside India are restricted by legal requirements prevailing in those jurisdictions. Persons into whose
possession this Draft Letter of Offer may come, are required to inform themselves about and observe such restrictions. Our
Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch the Letter of Offer /
Abridged Letter of Offer and CAF only to Eligible Equity Shareholders who have provided an Indian address to our Company.
Those overseas shareholders who do not update our records with their Indian address or the address of their duly authorised
representative in India, prior to the date on which we propose to dispatch the Letter of Offer / Abridged Letter of Offer and
CAFs, shall not be sent the Letter of Offer / Abridged Letter of Offer and CAFs.

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose,
except that this Draft Letter of Offer has been filed with SEBI for its observations. Accordingly, the issue of the Rights
Entitlement and the Equity Shares may not be offered or sold, directly or indirectly, and this Draft Letter of Offer and the Letter
of Offer or any offering materials or advertisements in connection with the Issue may not be distributed, in any jurisdiction,
except in accordance with legal requirements applicable in such jurisdiction. Receipt of the Letter of Offer will not constitute
an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, the Letter of Offer
must be treated as sent for information only and should not be acted upon for subscription to Equity Shares. Accordingly,
persons receiving a copy of the Letter of Offer should not, in connection with the issue of the Equity Shares or the Rights
Entitlements, distribute or send the Letter of Offer in or into any jurisdiction where to do so, would or might contravene local
securities laws or regulations. If the Letter of Offer is received by any person in any such jurisdiction, or by their agent or
nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlements referred to in this Draft Letter of Offer
and the Letter of Offer.

Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall, under any circumstances, create any implication
that there has been no change in our Company’s affairs from the date hereof or the date of such information or that the
information contained herein is correct as at any time subsequent to the date of this Draft Letter of Offer or the date of such
information.

EUROPEAN ECONOMIC AREA RESTRICTIONS

This Draft Letter of Offer has been prepared on the basis that all offers of Rights Entitlements and Equity Shares on a rights
basis in the Issue will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of
the European Economic Area (“EEA”), from the requirement to produce a prospectus. The expression “Prospectus Directive”
means Directive 2003/71/EC of the European Parliament and Council EC (and any amendment thereto, including Directive
2010/73/EU, to the extent implemented in each relevant European Economic Area Member State) and any relevant
implementing measure in each relevant European Economic Area Member State. Accordingly, any person making or intending
to make an offer within the EEA of Rights Entitlements and Equity Shares which are the subject of the offering contemplated
in this Draft Letter of Offer should only do so in circumstances in which no obligation arises for our Company or the Lead
Manager to produce a prospectus for such offer. Our Company and the Lead Manager have not authorized, nor do they authorize,
the making of any offer of the Rights Entitlements and Equity Shares through any financial intermediary.

UNITED KINGDOM RESTRICTIONS

This Draft Letter of Offer and any investment or investment activity to which this document relates is directed only at, available
only to, and will be engaged in only with (i) persons who are outside the United Kingdom (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii)
persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or
(iv) or persons to whom it can otherwise lawfully be communicated (all such persons together being referred to as “relevant
persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or
rely on it or any of its contents.

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR ANY U.S.
STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED
STATES” OR “U.S.”), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE RIGHTS ENTITLEMENTS AND EQUITY SHARES REFERRED TO IN THE LETTER OF
OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THE
LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN
OFFERING OF ANY EQUITY SHARES OR RIGHTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION
THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THE LETTER OF OFFER
SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.

7
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our Company,
has reason to believe is, in the United States of America. Envelopes containing a CAF should not be postmarked in the United
States of America or otherwise dispatched from the United States of America. Our Company is making this Issue on a rights
basis to the Eligible Equity Shareholders and will dispatch the Letter of Offer or Abridged Letter of Offer and CAF only to
Eligible Equity Shareholders who have provided an Indian address to our Company. Any person who acquires Rights
Entitlements or Equity Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of the Letter
of Offer, that (i) it is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in
the United States of America and (ii) it is authorized to acquire the Rights Entitlement and the Equity Shares in compliance
with all applicable law, rules and regulations.

Our Company, in consultation with the Lead Manager, reserves the right to treat as invalid any CAF which: (i) appears to our
Company or its agents to have been executed in or dispatched from the United States of America; (ii) does not include the
relevant certification set out in the CAF headed “Overseas Shareholders” to the effect that the person accepting and/or
renouncing the CAF does not have a registered address (and is not otherwise located) in the United States of America, and such
person is complying with laws of the jurisdictions applicable to such person in connection with the Issue, among others; or (iii)
where our Company believes that the CAF is incomplete or the acceptance of such CAF may infringe applicable legal or
regulatory requirements; or (iv) where a registered Indian address is not provided, and our Company shall not be bound to issue
or allot any Equity Shares in respect of any such CAF.

8
 PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Conventions

In this Draft Letter of Offer, unless otherwise specified or context otherwise requires, references to ‘US$’, ‘$’, ‘USD’ and ‘U.S.
dollars’ are to the legal currency of the United States of America, and references to ‘INR’, ‘₹’, ‘Rs.’, ‘Indian Rupees’ and
‘Rupees’ are to the legal currency of India. All references herein to the ‘US’ or ‘U.S.’ or the ‘United States’ are to the United
States of America and its territories and possessions. All references herein to ‘India’ are to the Republic of India and its
territories and possessions and the references herein to ‘Government’ or ‘GoI’ or the ‘Central Government’ or the ‘State
Government’ are to the Government of India, central or state, as applicable.

Financial Data

Unless stated otherwise, financial data in the Draft Letter of Offer is derived from our Company’s Audited Financial Statements
and Limited Review Financial Information which have been prepared by our Company in accordance with Ind AS, guidance
notes specified by the Institute of Chartered Accountants of India, Companies Act, as applicable and other applicable statutory
and / or regulatory requirements and are also included in this Draft Letter of Offer. Our Company has adopted Ind AS prescribed
under section 133 of the Companies Act, 2013 from April 1, 2016. Our Company publishes its Financial Statements in Indian
Rupees. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this
Draft Letter of Offer should accordingly be limited. We have not attempted to explain those differences or quantify their impact
on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact
on our financial data. For details of financial statements, see “Financial Statements” on page 102

The fiscal year of our Company begins on April 1 of each calendar year and ends on March 31 of the succeeding calendar year.
Unless otherwise stated, references in this Draft Letter of Offer to a particular year are to the calendar year ended December 31
and to a particular ‘Financial’ or ‘FY’ or ‘Financial Year ‘or ‘Fiscal Year’ or ‘Fiscal’ are to the financial year ended on March
31.

Our healthcare insights & analytics business is referred to as “Information Management” in our Financial Statements. Further,
our pharmaceuticals business is referred to as “Pharmaceuticals Manufacturing and Services” in our Financial Statements. The
terminologies with respect to the aforementioned businesses have been changed with effect from May 15, 2017.

In this Draft Letter of Offer, any discrepancies in the tables included herein between the amounts listed and the totals thereof
are due to rounding. Accordingly, figures shown as totals in certain tables, may not be an arithmetic aggregation of the figures
which precede them.

Currency Presentation

References to the singular also refer to the plural and one gender also refers to any other gender, wherever applicable. Our
Company has presented certain numerical information in this Draft Letter of Offer in million units. One million represents
1,000,000 and the word ‘million’ means ‘10 lakhs’, the word ‘crore’ means ‘10 million’ or ‘100 lakhs’ and the word ‘billion’
means ‘1,000 million’ or ‘100 crore’.

Market and Industry Data

Unless stated otherwise, market, industry and demographic data used in this Draft Letter of Offer has been obtained from market
research, publicly available information, industry publications and government sources. Industry publications generally state
that the information that they contain has been obtained from sources believed to be reliable but that the accuracy and
completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while
believed to be reliable, have not been independently verified and neither our Company nor the Lead Manager make any
representation as to the accuracy of that information. Accordingly, Investors should not place undue reliance on this information.

Conversion rates for foreign currency:

The conversion rate for the following foreign currency is as follows:

Sr. No. Name of the Currency As of March 31, 2017 As of September 30, 2017
(in ₹) (in ₹)
1. 1 United States Dollar 64.8386 65.3552*
(Source: www.rbi.org.in)
* September 30, 2017 being a Saturday, data as on the previous working day has been considered

9
 FORWARD-LOOKING STATEMENTS

Certain statements contained in this Draft Letter of Offer that are not statements of historical facts constitute ‘forward-looking
statements’. Investors can generally identify forward-looking statements by terminology such as ‘aim’, ‘anticipate’, ‘believe’,
‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’,
‘should’, ‘will’, ‘would’, or other words or phrases of similar import. Similarly, statements that describe the strategies,
objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of
identifying forward-looking statements.

All statements regarding our Company’s expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our Company’s business strategy,
planned projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts),
new business and other matters discussed in this Draft Letter of Offer that are not historical facts. These forward-looking
statements and any projections contained in this Draft Letter of Offer (whether made by our Company or third parties) are
predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results,
performance or achievements of our Company to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to
risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement. Important factors that could cause the actual results, performances
and achievements of our Company to be materially different from any of the forward-looking statements include, among others:

 competitive nature of each of our business and significant pricing pressures for us to retain our existing customers and
solicit new business;

 our ability to manage our growth effectively;

 ability to retain and attract key qualified personnel and operational staff;

 exposure to complex management, legal, tax and economic risks, including currency fluctuation;

 reliance on third party vendors for business operations;

 failure or material weakness of our internal controls system leading to operational errors or incidents of fraud;

 difficulties in integration of any businesses in our recent or any future acquisitions

Additional factors that could cause actual results, performance or achievements of our Company to differ materially include,
but are not limited to, those discussed under “Risk Factors” and “Business” on pages 11 and 78 respectively.

By their nature, market risk disclosures are only estimates and could be materially different from what actually occurs in the
future. As a result, actual future gains, losses or impact on net interest income and net income could materially differ from those
that have been estimated, expressed or implied by such forward looking statements or other projections. The forward-looking
statements contained in this Draft Letter of Offer are based on the beliefs of management, as well as the assumptions made by,
and information currently available to, the management of our Company. Although our Company believes that the expectations
reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will
prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements. In any event, these statements speak only as of the date of this Draft Letter of Offer or the respective dates indicated
in this Draft Letter of Offer and neither our Company nor the Lead Manager undertake any obligation to update or revise any
of them, whether as a result of new information, future events, changes in assumptions or changes in factors affecting these
forward looking statements or otherwise. If any of these risks and uncertainties materialise, or if any of our Company’s
underlying assumptions prove to be incorrect, the actual results of operations or financial condition of our Company could
differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking
statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements.

10
 SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider each of the following risk factors
and all other information set forth in this Draft Letter of Offer, including the risks and uncertainties described below, before
making an investment in the Equity Shares.

The risks and uncertainties described below are not the only risks that we currently face. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial may also materially adversely affect our business, prospects,
financial condition and results of operations and cash flows. If any or some combination of the following risks, or other risks
that we do not currently know about or believe to be material, actually occur, our business, financial condition and results of
operations and cash flows could suffer, the trading price of, and the value of your investment in our equity shares could decline,
and you may lose all or part of your investment. In making an investment decision, you must rely on your own examination of
our Company and the terms of this Issue, including the merits and risks involved.

This Draft Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results could differ
materially from such forward-looking statements as a result of certain factors, including the considerations described below
and elsewhere in this Draft Letter of Offer.

A. Risks relating to all our businesses

1. Each of our business is competitive, which creates pricing pressures for us to retain existing customers and solicit
new business, and to compete effectively.

The Indian financial services sector is competitive. We face competition in our financial services business from much
larger Indian and foreign non-banking financial companies financial service firms, banks and other entities operating
in the Indian banking and financial sector. Our competitors which have a larger customer and deposit base and greater
Government support for capital augmentation, pose competition to us.

In the pharmaceuticals sector, our products face competition from products and services commercialized or under
development by competitors. We compete with local companies in India, multi-national corporations and companies
in the countries in which we operate. If our competitors gain significant market share at our expense, particularly in
the areas and products in which we are focused, our business, results of operations and financial condition could be
adversely affected. Many of our competitors may have greater financial, manufacturing, research and development,
marketing and other resources, more experience in obtaining regulatory approvals, greater geographic reach, broader
product ranges and stronger sales forces. Our competitors may succeed in developing products that are more effective,
more popular or cheaper than any we may develop, which may render our products obsolete or uncompetitive and
adversely affect our business and financial condition.

The market for products and services in each operating segment of our healthcare insights and analytics business is
fragmented, competitive and characterized by evolving technology and innovation. We compete with mid-size and
large healthcare products and services firms in several aspects, including breadth, depth and quality of product and
service offerings, reliability of services, ease of use and convenience or product and service offerings and brand
recognition. Additionally, we compete with healthcare organizations’ internal research, insights, analytics, marketing
and commercialization groups, which may diminish the demand for our products and services. Some of our competitors
are more established, benefit from greater brand recognition, have larger client bases and have substantially greater
financial, technical and marketing resources. Given these factors, as well as pricing pressures from competing
providers, we face risk of losing or being unable to expand its market share, and there is no assurance that we will be
able to compete successfully against existing or new competitors.

2. We cannot assure you that we will be able to manage and maintain our growth effectively or successfully execute
our growth strategies, which could affect our operations, results, financial condition and cash flows.

Our consolidated revenue from operations grew at a CAGR of 92.6%, 14.0% and 5.7% for our financial services,
pharmaceuticals and healthcare insights and analysis businesses from ₹17,397.2 million, ₹34,859.2 million and
₹11,559.2 million in fiscal year 2016 to ₹33,515.0 million, ₹39,728.7 million and ₹12,223.8 million in fiscal year
2017, respectively.

Our growth strategy includes growing and diversifying our loan book for our financial services business, growing our
market share across products and geographies for our pharmaceuticals business and expanding our customer base for
our healthcare insights and analytics business. For further details, see “Business – Our Business Strategy” beginning
on page 81. We expect that our growth strategy will place demands on our management, financial and other resources.
While we intend to pursue existing and potential market opportunities, our inability to manage our business plan
effectively and execute our growth strategy efficiently could have an adverse effect on our results of operations and
financial condition.

11
 We expect the sectors in which we operate in India to continue to grow as a result of anticipated growth in India's
economy, increases in household income, further social welfare reforms and demographic changes. However, it is not
clear how certain trends and events, such as the pace of India's economic growth, the development of domestic capital
markets and the ongoing reform will affect such sectors. In addition, there can be no assurance that such sectors in
India are free from systemic risks. Any slowdown in growth of the pharmaceutical sector may affect the results of
operations of our pharmaceuticals business as well as our healthcare insights and data analytics business. Similarly,
any slowdown in growth of the finance services sector may have a material and adverse impact on the results of
operations of our financial services business (including our corporate lending business).

Our management may also change its view on the desirability of current strategies, and any resultant change in our
strategies could put strain on our resources.

3. We may require additional financing for our business operations, including for our Subsidiaries, and the failure to
obtain additional financing on terms commercially acceptable to us may adversely affect our ability to grow and
our future profitability. Further, fluctuations in interest rates could adversely affect our results of operations.

We may require additional capital for our business operations. The actual amount and timing of our future capital
requirements may differ from estimates as a result of, among other things, unforeseen delays or cost overruns in
developing our products, changes in business plans due to prevailing economic conditions, unanticipated expenses and
regulatory changes, including any changes to RBI’s monetary policies which are applicable to us. To the extent our
planned expenditure requirements exceed our available resources; we will be required to seek additional debt or equity
financing. Additional debt financing could increase our interest costs and require us to comply with additional
restrictive covenants in our financing agreements. Additional equity financing could dilute our earnings per Equity
Share and your interest in our Company, and could adversely impact the trading price of our Equity Shares.

Our ability to obtain additional financing on favourable terms, if at all, will depend on a number of factors, including
our future financial condition, results of operations and cash flows, the amount and terms of our existing indebtedness,
security, our track record of compliance of the covenants contained in our financial agreements, general market
conditions and market conditions for financing activities and the economic, political and other conditions in the
markets where we operate.

We cannot assure you that we will be able to raise additional financing on acceptable terms in a timely manner or at
all. Our failure to renew arrangements for existing funding or to obtain additional financing on acceptable terms and
in a timely manner could adversely impact our ability to incur capital expenditure, our business, results of operations
and financial condition.

Our borrowing costs and our access to capital and loan markets depend on our credit ratings. These ratings are assigned
by rating agencies, which may reduce or withdraw their ratings or place us on “credit watch” with negative implications
at any time. A reduction in our credit ratings could increase our borrowing costs and limit our access to the capital and
loan markets. This, in turn, could reduce our earnings and adversely affect our liquidity. Further, any downgrade in
our credit ratings may also trigger an event of default or acceleration of certain of our current or future borrowings.

Further, an increase in the interest rates on our existing or future debt will increase the cost of servicing such debt. Any
increase in interest expense may have an adverse effect on our business prospects, financial condition and results of
operations.

4. Our success depends on our ability to retain and attract key qualified personnel and operational staff, if we are not
able to retain them or recruit additional qualified personnel, we may be unable to successfully develop our business.

Our business and operations are led by a qualified, experienced and capable management team, the loss of whose
services might delay or prevent the achievement of our business objectives. Competition among financial services
companies and pharmaceutical companies for qualified employees is intense, and the ability to retain and attract
qualified individuals is critical to our success. In our healthcare insights and data analytics business, there is also
competition for qualified personnel, particularly those with higher educational degrees.

We face attrition in our businesses from time to time. If we lose the services of any of the management team or key
personnel, we may be unable to locate suitable or qualified replacements, and may incur additional expenses to recruit
and train new personnel, which could adversely affect our business operations and affect our ability to continue to
manage and expand our business. Furthermore, as we expect to continue to expand our operations and develop new
products, we will need to continue to attract and retain experienced management and key research and development
and other qualified personnel. In the event that we are unable to hire replacements in a timely manner or at all, our
business operations and financial conditions may be adversely affected.

12
 Rajesh Laddha ceased to be our Chief Financial Officer with effect from June 30, 2017 and was appointed as the
managing director and chief executive officer of Shriram Capital Limited. Our Company is in the process of appointing
a new chief financial officer.

5. Our business operations are subject to various laws and regulations and require us to obtain and renew certain
registrations, licenses and permits from government and regulatory authorities in India and overseas and the
failure to obtain and renew them in a timely manner may adversely affect our business operations.

Our business operations are subject to various laws and regulations and require us to obtain and renew from time to
time, certain approvals, licenses, registrations and permits, some of which have expired and we have either made or
are in the process of making an application to obtain such approval or its renewal. We cannot assure that we will have
obtained all approvals or be able to obtain approvals for which applications have been made including renewals in a
timely manner or at all.

We may also be unable to fulfil the terms and conditions to which such licence and registration is granted. In the event
we are not able to obtain such licence and registration, our business and growth strategy may be adversely impacted.

Our pharmaceuticals business is also subject to laws and regulations that require us to obtain certain licences, permits,
approvals and registrations. Further, under our pharmaceuticals business, we have, inter alia, applied for (i) renewal
of the license to manufacture additional products, (ii) renewal of the certificate granted for use of boiler, and (iii)
renewal of factory license. There is no assurance that such license and registration will be granted to us in a timely
manner or at all. Failure by us to comply with the terms and conditions to which such licenses, approvals, permits or
registrations are subject, and/or to renew, maintain or obtain the required licenses, approvals, permits or registrations
may result in the interruption of our operations and may have a material adverse effect on our business, financial
condition and results of operations.

6. Our international operations expose us to complex management, legal, tax and economic risks, including currency
fluctuation, which could adversely affect our business, results of operations and financial condition.

Our pharmaceuticals business and our healthcare insights and analytics business have an international presence.

The accounting standards, tax laws and other fiscal regulations in the jurisdictions we operate in are subject to change.
The degree of uncertainty in tax laws and regulations, combined with penalties for default and a risk of action by
various government or tax authorities, may result in our tax risks being higher than expected. Any of the above may
result in an adverse effect on our business and financial condition.

The country, regional and political risks specific to a particular jurisdiction we have business in are also components
of credit risks. Economic or political pressures in these countries, including those arising from local market disruptions
or currency crises, may affect our business, financial condition and results of operations.

If we do not effectively manage our international operations, it may affect our profitability from such countries, which
may adversely affect our business, results of operations and financial condition.

Although our Company’s reporting currency is INR, we transact a portion of our business in several other currencies.
Substantially all of our non-Indian revenue is denominated in foreign currencies, primarily USD and British Pound.
Additionally, we also procure a portion of our raw material requirements outside India and, as a result, incur such costs
in currencies other than INR. Further, we continue to incur non-Rupee indebtedness in the form of external commercial
borrowings and other foreign currency denominated borrowings, which creates foreign currency exposure in respect
of our cash flows and ability to service such debt. We are thus exposed to exchange rate fluctuations due to the revenue
that we receive, raw materials that we purchase and our financing arrangements that are denominated in currencies
other than the Indian Rupee. Whilst we have entered into Forward Exchange Contracts for hedging purposes, there is
no assurance that we will not incur any losses due to currency fluctuations in the future.

7. We are reliant on third party vendors for our business operations.

We contract with third parties for goods and services that are essential to our operations. For example, in our financial
services business, we contract with third party service providers for certain key services such as due diligence. For our
pharmaceuticals business, we contract with third party vendors for certain key services such as contract manufacturing
of certain of our products and the provision of raw materials essential in producing our products. For our healthcare
insights and data analytics business, we rely on third party vendors that own and/or aggregate core data sets that are
crucial to the business. We are subject to risks due to our reliance on such third party vendors. For example, such third
party vendors may not always fulfill their obligations in a timely manner or at all or they may not provide quality
products as expected. Some third party vendors may also be small companies which are likely to experience financial
or operational difficulties than larger, well established companies due to limited financial and other resources. This

13
 may result in a delay of services or products delivered to us and we may be unable to find alternative vendors. Should
such an event occur, our business, operations and financial condition may be adversely affected.

8. We are party to certain legal proceedings and any adverse outcome in these or other proceedings may adversely
affect our business.

We are involved, from time to time, in legal proceedings that are incidental to our operations and involve suits filed
by and against our Company by various parties. These include, criminal proceedings, civil proceedings, arbitration
cases, consumer proceedings, labour proceedings and cases filed by us under the Negotiable Instruments Act. For
example, we were previously engaged in an employee dispute with one of the sales directors of our healthcare insights
and data analytics business which was subsequently settled in 2014. These proceedings are pending at different levels
of adjudication before various courts, tribunals and appellate tribunals. A degree of judgment is required to assess our
exposure in these proceedings and determine the appropriate level of provisions, if any. There can be no assurance on
the outcome of the legal proceedings or that the provisions we make will be adequate to cover all losses we may incur
in such proceedings, or that our actual liability will be as reflected in any provision that we have made in connection
with any such legal proceedings. For details of legal proceedings involving our Company and our Promoter, see
“Outstanding Litigation and Defaults” beginning on page 360.

We may be required to devote management and financial resources in the defence or prosecution of such legal
proceedings. If a number of these disputes are determined against our Company and if our Company is required to pay
all or a portion of the disputed amounts or if we are unable to recover amounts for which we have filed recovery
proceedings, there could be a material and adverse impact on our reputation, business, financial condition and results
of operations.

9. Any failure or material weakness of our internal controls system could cause operational errors or incidents of
fraud, which would materially and adversely affect our profitability and reputation.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size and
complexity of operations. Our internal or concurrent audit functions are equipped to make an evaluation of the
adequacy and effectiveness of internal controls on an ongoing basis to ensure that business units adhere to our policies,
compliance requirements and internal circular guidelines. While we periodically test and update, as necessary, our
internal controls systems, we are exposed to operational risks arising from the potential inadequacy or failure of
internal processes or systems, and our actions may not be sufficient to guarantee effective internal controls in all
circumstances. Given the size of our operations, it is possible that errors may repeat or compound before they are
discovered and rectified. Our management information systems and internal control procedures that are designed to
monitor our operations and overall compliance may not identify every instance of non-compliance or every suspicious
transaction. If internal control weaknesses are identified, our actions may not be sufficient to correct such internal
control weakness. We face operational risks in our various businesses within the group and there may be losses due
failures or inadequacies of our internal controls systems.

For example, in our financial services business, failures in our internal controls systems may lead to deal errors, pricing
errors, inaccurate financial reporting, fraud and failure of critical systems and infrastructure. Material weaknesses in
the internal controls systems of our pharmaceuticals business may lead to inferior products and product quality issues.
In our healthcare insights and data analytics business, failures in our internal controls may lead to loss of proprietary
information, data losses or even confidentiality breaches. In addition, certain processes are carried out manually, which
may increase the risk that human error, tampering or manipulation will result in losses that may be difficult to detect.
Such instances may also adversely affect our reputation, business and results of operations.

Failures or material weaknesses in internal controls may also lead to incidents of fraud. In the past there has been an
incident of fraud committed by our employee. We cannot assure you that such incident of fraud will not recur in the
future. There can also be no assurance that we would be able to prevent frauds in the future or that our existing internal
mechanisms to detect or prevent fraud will be sufficient. Any fraud discovered in the future may have an adverse effect
on our reputation, business, results of operations and financial condition.

10. Difficulties in integration of any businesses in our recent or any future acquisitions could result in operating
difficulties and adversely affect our business, results of operations and financial condition.

As part of the growth strategy of our three core businesses, we seek to rely on inorganic growth and intend to continue
to evaluate potential acquisition opportunities. We have, in the past, evaluated and executed acquisitions in India and
abroad. For details, see “Business” on page 78. Acquiring companies or assets based out of India involves risks,
including those related to integrations of operations across different cultures and languages, currency risks and the
particular economic, political and regulatory risks associated with specific countries. Additionally, the anticipated
benefit of many of our future acquisitions may not materialize. If we are unsuccessful in integrating an acquired
company or asset, our business, financial condition and results of operations may be adversely affected.

14
 Identifying suitable acquisition opportunities can be difficult, time consuming and costly. Our inability to identify
suitable acquisition opportunities, reach agreements with such parties or obtain the financing necessary to make such
acquisitions in time or at all could adversely affect our future growth.

We may also divest or discontinue businesses or brands or products due to strategic reasons from time to time which
may affect our profitability, our business, financial condition, results of operations and cash flows.

In addition, the process of integrating an acquired company, business or technology is risky and may create unforeseen
difficulties and challenges, including:

 the incurrence of debt, contingent liabilities or amortisation expenses or impairment of intangibles including
goodwill;

 difficulties in integrating the operations, technologies (including any transfer of intellectual property rights),
research and development activities, personnel and distribution, marketing and promotion activities of
acquired businesses;

 additional financing required to make contingent payments or additional acquisition financing, including
financing obligations assumed in connection with such financing;

 unavailability of favourable financing for future acquisitions, due to factors such as a negative impact on
credit rating;

 potential loss of key employees of acquired businesses and cultural challenges associated with integrating
employees from the acquired company into our organization;

 increased regulatory scrutiny or inability to obtain the necessary regulatory approvals, including those of the
competition authorities, in countries in which we seek to consummate acquisitions;

 inability to maintain the key business relationships and the reputations of acquired businesses;

 diversion of management’s attention from other business concerns; and

 additional claims or litigations related to the business.

Certain of our manufacturing facilities and certain of our acquired companies have been in non-compliance with the
provisions of certain laws and regulations including the Factories Act, Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, Maharashtra Fire Prevention and Life Safety Measures Rules, 2009, Food Safety and Standards
(Licensing and Registration of Food Business) Regulations, 2011, Water (Prevention and Control of Pollution) Act,
1974, Minimum Wage Act, 1948, Air Operating Permit and Pennsylvania Code, Narcotics Drugs and Psychotropic
Substances Act, 1985, General Development Control Regulations, Ahmedabad, Bio-Medical Waste (Management and
Handling) Rules, 1998, Tamil Nadu Prohibition Act, 1937, and the Petroleum Act, 1934. In 2016, the CCI had also
initiated an inquiry against our Company for not notifying the CCI in respect of our investments in the Shriram group
and the CCI had imposed a penalty of ₹ 50 million on us. There is no assurance that any company or business acquired
by us in the future will not be or will not result in non-compliance of laws and regulations, the occurrence of which
may result in our business, financial condition and results of operations being adversely affected.

11. Our insurance coverage may not be adequate to protect us against all potential losses, which may have an adverse
effect on our business, financial condition and results of operations.

Our operations are subject to various risks inherent in the sectors in which we operate, as well as fire, theft, robbery,
earthquake, flood, acts of terrorism and other force majeure events. Our insurance cover includes, among other things,
insurance over standard perils including fire, machinery breakdown, and earthquakes. We also have a marine export
import insurance open policy, a clinical trial policy for pharmaceutical research and a public liability insurance policy.
We maintain insurance for our operations largely through third party insurers.

We may not have identified every risk and further may not be insured against every risk, including operational risk
that may occur and the occurrence of an event that causes losses in excess of the limits specified in our policies, or
losses arising from events or risks not covered by insurance policies or due to the same being inadequate, could
materially harm our financial condition and future results of operations. There can be no assurance that any claims
filed will be honoured fully or timely under our insurance policies. Also, our financial condition may be affected to
the extent we suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage. In
addition, we may not be able to renew certain of our insurance policies upon their expiration, either on commercially
acceptable terms or at all.

15
12. We may be required to account for an impairment loss with respect to intangibles including goodwill recorded in
our consolidated financial statements.

We assess whether the value of our intangibles including goodwill have been impaired on an annual basis. Any
impairment of goodwill or other intangible assets as a result of such analysis would result in a non-cash charge against
earnings, which could adversely affect our Company's reported results of operations. A significant and sustained
decline in future cash flows due to adverse change in the economic environment, slower growth rates, changes in cost
of capital or other factors could result in the need to perform additional impairment analysis in the future periods.

13. Our Company proposes to utilize a portion of the Net Proceeds to repay or prepay certain loans availed by our
Company, and the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.

Our Company intends to use a certain portion of the Net Proceeds for the purposes of repayment or pre-payment, in
full or part, of certain loans availed by our Company. The details of the loans identified to be repaid or prepaid using
the Net Proceeds have been disclosed in “Objects of the Issue” on pages 62 and 63. However, the repayment or
prepayment of the identified loans are subject to various factors including, (i) any conditions attached to the loans
restricting our ability to prepay the loans and time taken to fulfil such requirements, (ii) receipt of consents for
prepayment or waiver from any conditions attached to such prepayment from our respective lenders, and (iii) terms
and conditions of such consents and waivers. While we believe that utilization of Net Proceeds for repayment of loans
would help us to reduce our cost of debt and enable the utilization of our funds for further investment in business
growth and expansion, the repayment of loans will not result in the creation of any tangible assets for our Company.
In addition, some of our financing agreements and debt arrangements require us to obtain lender consent including in
relation to advancing of loan or investing in the share capital of its concerns. While we have applied for consents from
the relevant lenders and have received such consents from most of the lenders, we are yet to receive consent from one
of our lenders.

14. We face risks relating to certain joint ventures and associates that we do not entirely control.

We have made and may continue to make certain capital investments, loans, advances and other commitments to
support certain of our associates and joint ventures. These investments and commitments have included capital
contributions to enhance the financial condition or liquidity position of our associates and joint ventures. If the business
and operations of these associates and joint ventures deteriorate, our investments may be required to be written down
or written off or further capital injections may be required to be made. In addition, our ability to generate cash from
these entities may be more restricted than if such entities were our wholly-owned subsidiaries.

15. Certain of our records and data pertaining to our financial operations, legal records and personnel data were
destroyed in a fire at one of our offices in Mumbai. The disclosures in this document may not completely reflect all
of the information to the extent destroyed by the fire and not available with us at this time.

We maintained records relating to finance, legal and secretarial information and personnel information at our offices
located at Centre Point, Parel, Mumbai. In October 2004, these premises were destroyed in a fire. There was no loss
of life or major injuries to any of our employees in the fire. However, records stored at this location were destroyed
including forms filed with the Registrar of Companies, Maharashtra and we do not have copies of these records. The
disclosures made in this document are qualified to the extent that we do not have copies of the records destroyed in
the fire. Despite having conducted an extensive search of our records, we have not been able to retrieve these records.
While we continue to conduct a search for such records, we cannot assure you that such records will be available in
the future.

16. Our Company and certain of our Subsidiaries have previously been subject to inspections, investigations, fines and
penalties by RBI and SEBI as the case may be. Any regulatory investigations, fines and requirements relating to
conduct of business could affect our business and financial results.

In 2016, our Company had filed an application for compounding of certain contraventions of the provisions of the
Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of any Foreign
Security) Regulations, 2004, including failure of our Company to obtain approval of the RBI prior to divestment of
shareholding by our Company in an overseas entity. The RBI had compounded the aforesaid contravention and
imposed a penalty of ₹0.11 million on our Company which was paid by our Company.

Certain of our Subsidiaries have been and are periodically subject to inspections by RBI and SEBI. In April 2017,
pursuant to inspection, SEBI had issued an inspection report against M/s Indiareit Fund (“Indiareit”), wherein our
Subsidiary Piramal Fund Management Private Limited (“PFMPL”) is acting as the fund manager. SEBI had inter alia
observed that Indiareit had violated certain provisions of the Securities and Exchange (Venture Capital Fund)
Regulations, 1996 (“VCF Regulations”) including failure to liquidate assets within the time stipulated under the VCF
Regulations, failure to wind up the operations of the scheme post completion of the tenure of the scheme, non -
compliance with the terms specified in the private placement memorandum with respect to tenure of the scheme,

16
 sponsor commitment, investment strategy. Our Subsidiary, PFMPL has submitted its responses to SEBI. SEBI has
sought for further clarifications from PFMPL, in relation to the earlier responses given by PFMPL to the inspection
report, including details with respect to investments made and capital commitment. PFMPL has filed its responses
with SEBI.

In the past SEBI had issued notices to our Subsidiary, Piramal Finance Limited (“PFL”) in relation to alleged non-
compliance of the provisions of the Securities and Exchange Board of (Issue and Listing of Debt Securities)
Regulations, 2008 for alleged failure in creation of debenture redemption reserve in respect of issuance of secured debt
securities through private placement. PFL has issued its responses to SEBI stating inter alia that creation of debenture
redemption reserve is not required for privately placed debentures. The said debt securities have been redeemed.
Further, PFL has also been subject to the an inspection carried out by the Department of Non-Banking Supervision of
the RBI for inter alia, borrowing money from banks and raising funds through non- convertible debentures without
fixing any borrowing limits or sub-limits for its borrowings, failure to maintain arms-length relation with our Company
and failure to have adequate mechanisms to monitor credit appraisal and loans. PFL has submitted its responses to
RBI and there are no further correspondence in this regard.

Our Company and Subsidiaries may remain subject to similar inspections, investigations and fines. If one or more of
such inspections, investigations or cases leads to a significant award or penalty, it could affect our business and
financial results.

17. We do not have certain documents evidencing the biographies of certain of our Directors in “Our Management”.

In accordance with the disclosure requirements stipulated under the SEBI Regulations, the brief biographies of our
Directors disclosed in “Our Management” on pages 98 to 100 include details of their educational qualifications and
work experience. However, the original documents evidencing such educational qualifications are not available with
some of our Directors. Accordingly, we have relied on affidavits provided by such Directors to verify the authenticity
of such disclosures. We cannot assure you that such disclosures do not have any inadvertent errors or omissions.

18. A part of our shareholding in certain Shriram group companies may constitute shareholding of a regulated entity.

Over the course of 2013 and 2014, we made strategic investments in certain Shriram group companies – Shriram
Capital Limited (“SCL”), Shriram Transport Finance Company Limited (“STF”) and Shriram City Union Finance
Limited (“SCUF”). We have gained access to a platform of retail and small and medium enterprises customer segments
and the insurance sector through these strategic investments. In July 2017, certain of the Shriram group companies had
approved entering into a confidentiality, exclusivity and standstill agreement (the “CES Agreement”) with the IDFC
group to evaluate a potential combination of certain businesses and subsidiaries/affiliates/associate companies of the
Shriram group engaged in the credit and non-credit financial services sector with the IDFC group (the “Proposed
Transaction”). However, on October 30, 2017, parties have agreed to call off discussions on the Proposed Transaction
and the exclusivity period pursuant to the CES Agreement stands terminated with immediate effect.

19. Our Company will not distribute the Letter of Offer and CAF to overseas Shareholders who have not provided an
address in India for service of documents.

Our Company will dispatch the Letter of Offer and CAF (the “Offering Materials”) to the Shareholders who have provided
an address in India for service of documents. The Offering Materials will not be distributed to addresses outside India on
account of restrictions that apply to circulation of such materials in various overseas jurisdictions. However, the recently
notified Section 20 of the Companies Act, 2013 requires companies to serve documents at any address which may be provided
by the members as well as through e-mail. Presently, there is lack of clarity under the Companies Act, 2013 and the rules
made thereunder with respect to distribution of Offering Materials in overseas jurisdictions where such distribution may be
prohibited under the applicable laws of such jurisdiction. Whilst our Company has requested all the Shareholders to provide
an address in India for the purposes of distribution of Offering Materials, our Company cannot assure that the regulator
would not adopt a different view with respect to compliance with Section 20 of the Companies Act, 2013 and may subject
our Company to fines or penalties.

20. Our management will have flexibility to utilize the Net Proceeds in relation to temporary investment of the Net
Proceeds pending utilization towards Objects of the Issue and we cannot assure you that the temporary investment
of the Net Proceeds will provide desired returns.

We intend to use the Net Proceeds for the purposes described in “Objects of the Issue” beginning on page 61. We
currently intend to use the Net Proceeds to augment our capital base for the growth of our three business verticals i.e.
financial services, pharmaceuticals and healthcare insights & analytics. Our management will have broad discretion to
use the Net Proceeds and you will be relying on the judgment of our management regarding the application of these
Net Proceeds. Our management might not apply the Net Proceeds in ways that increase the value of your investment.

17
 Pending utilization of the Net Proceeds, we intend to invest such Net Proceeds in scheduled commercial banks.
Although the utilization of the Net Proceeds will be monitored by our Board and the Monitoring Agency, there are no
limitations on interim investments that we can make using such Net Proceeds.

21. There are outstanding legal proceedings against our Company, certain of its Directors and Subsidiaries which may
adversely affect our business, financial condition and results of operations.

There are outstanding legal proceedings against us that are incidental to our business and operations, including certain
criminal proceedings against our Company, certain of its Directors and executives and our Subsidiaries. These
proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry officers and
appellate tribunals. Such proceedings could divert management time and attention, and consume financial resources
in their defense. Further, an adverse judgment in some of these proceedings could have an adverse impact on our
business, financial condition and results of operations. Additionally, some properties on which we are developing
projects are subject to litigation. For details in relation to certain material litigation, see “Outstanding Litigation and
Defaults” beginning on page 360.

A summary of the outstanding legal proceedings against our Company, its Directors and executives and its Subsidiaries
as disclosed in this Draft Letter of Offer along with the amount involved, to the extent quantifiable, have been set out
below:

Litigation against our Company

Sr. No. Nature of Case Number of Outstanding Cases Amount involved (in ₹million)
1. Criminal 14 Nil
2. Direct Tax 5 6,658.78
3. Indirect Tax 1 6,268.40

Litigation against our Subsidiaries

S. No. Nature of Case Number of Outstanding Amount involved (in ₹million)

Cases
Subsidiaries
1. Civil 1 Non-quantifiable

B. Risks Relating to our Financial Services Business

1. We are vulnerable to the volatility in interest rates and we may face interest rate and maturity mismatches between
our assets and liabilities in the future which may cause liquidity issues and affect our source of funding.

Our operations are particularly vulnerable to volatility in interest rates and mismatch in maturity. Our net interest
income and profitability directly depend on the difference between the average interest rate at which we lend and the
average interest rate at which we borrow. The cost of our funding and the pricing of our loan products are determined
by a number of factors, many of which are beyond our control, including the RBI's monetary policies, inflationary
expectations, competition, domestic and international economic and political scenario and other factors. These factors
could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest
bearing liabilities. While any reduction in our cost of funds may be passed on to our customers, we may not have the
same flexibility in passing on any increase in our cost of funds to our customers, thereby affecting our net interest
income. Similarly, competitive pressures may require us to reduce our cost of lending to our customers without a
proportionate reduction in our cost of borrowing from our lenders. Further, if we do not pass on the reduced interest
rates to our borrowers, it may result in some of the borrowers prepaying the loan to take advantage of the reduced
interest rate environment, thereby impacting our growth and profitability. If interest rates rise, some of our lenders
may increase the interest rates at which we borrow resulting in an increase in our effective cost of funds. We may or
may not be able to pass on the increased interest rates to our borrowers simultaneously with the increase in our
borrowing rates, or at all, thereby affecting our net interest income. Further, an increase in interest rates may result in
some of our borrowers prepaying their loans by arranging funds from other sources, thereby impacting our growth and
profitability. Additionally, an increase in general interest rates in the economy could reduce the overall demand for
financing in general and impact our growth. There can be no assurance that we will be able to adequately manage our
interest rate risk in the future, and if we are unable to do so, this could have an adverse effect on our net interest income,
which could in turn have a material adverse effect on our business, results of operations and financial condition.

We may also face potential liquidity risks due to mismatch in the maturity of our assets and liabilities. A portion of
our funding requirements is met or may be met in the future through short and medium-term funding sources such as
bank loans, non-convertible debentures, commercial paper, cash credit or overdraft facilities. Our inability to obtain
additional credit facilities or renew our existing credit facilities for matching tenure of our liabilities in a timely and

18
 cost effective manner or at all, may lead to mismatches between our assets and liabilities, which in turn may adversely
affect our operations and financial performance.

We may be required to seek expensive sources of funding to finance our operations, which would result in a decline
in our net profits and have a material adverse effect on our business, financial condition, results of operations and
prospects. Our ability to borrow funds and refinance existing debt may also be affected by a variety of factors, including
liquidity in the credit markets and the strength of the lenders from which we borrow.

2. Any increase in the levels of default assets (90 days overdue) for any reason whatsoever, would adversely affect our
business, results of operations and financial condition.

Our gross NPA, defined as the percentage of assets in our Total Loan Book which are more than 90 days overdue, was
0.9% and 0.4% for the fiscal years ended March 31, 2016 and March 31, 2017, respectively. On principal loan amount,
expected credit loss provision as required under Ind AS is created, resulting in a provision of 2.2% of the outstanding
loan as of March 31, 2017. There is no assurance that our NPA level will continue to stay at its current level. If the
credit quality of our Total Loan Book deteriorates or we are unable to implement effective monitoring and collection
methods, our results of operations and financial condition may get adversely affected. As we intend to continue our
efforts to originate new loans, we cannot assure you that there will not be significant additional NPAs in our Total
Loan Book in the future.

Should the overall credit quality of our Total Loan Book deteriorate, the current level of our provisions may not be
adequate to cover further increases in the amount of our NPAs. If we are required to increase our provisioning in the
future due to increased NPAs or the introduction of more stringent requirements in respect of loan loss provisioning,
this may reduce our profit after tax and adversely impact our results of operations. Further, there can be no assurance
that we will be able to recover the outstanding amounts due under any defaulted loans. We may also face difficulties
in disposing of the underlying assets relating to such loans, as a result of which, we may be unable to realise any
liquidity from such assets.

3. We may be unable to foreclose on collateral in a timely fashion or at all when borrowers default on their obligations
to us, or the value of collateral may decrease, any of which may result in failure to recover the expected value of
collateral security, increased losses and a decline in net profits.

Among other factors, we consider a mix of cash flow and availability of collateral while taking lending decisions.
Many of our loans are secured by collateral, which includes liens on inventory, receivables and other current assets,
and charges on fixed assets, such as property and financial assets (such as marketable securities). As of March 31,
2017, all of our advances were secured. We may not be able to realise the full value of the collateral, due to, among
other things, stock market volatility, changes in economic policies of the Indian government, obstacles and delays in
legal proceedings, borrowers and guarantors not being traceable, our records of borrowers' and guarantors addresses
being ambiguous or outdated and defects in the perfection of collateral and fraudulent transfers by borrowers. In the
event that a specialised regulatory agency gains jurisdiction over the borrower, creditor actions can be further delayed.
In addition, the value of collateral may be less than we expect or may decline. If we are unable to foreclose on our
collateral or realise adequate value, our losses will increase and our net profits will decline.

4. We are exposed to borrower and industry concentrations, and a default by any large borrower or a deterioration in
the performance of any of the industry sectors to which we have significant exposure would adversely affect the
quality of our portfolio, and our ability to meet capital requirements could be jeopardized.

In the case of customer exposures, we aggregate the outstanding balances of, or limits on, funded and non-funded
exposures, if any of our customer exposures were to increase, our net profits would decline and, due to the magnitude
of the exposures, our ability to meet capital requirements could be jeopardised.

Industry-specific difficulties in these or other sectors may increase our level of non-performing customer assets. If we
experience a downturn in an industry in which we have concentrated exposure, our net profits will likely decline and
our financial condition may be materially adversely affected.

5. Any volatility in housing or real estate sector may have an adverse impact on our business.

We have exposure to the real estate sector, including through lease rental discounting, construction finance, loans to
developers and commercial real estate loans. Accordingly, we are exposed to the effects of volatility in real estate
sector which may in turn be affected by adverse market conditions. Any adverse development in the real estate sector
may result in diminishing of value of our collaterals. Any sudden or sharp movement in housing or commercial real
estate prices may also adversely affect the demand and the ability of our borrowers to repay the loan which in turn can
have an impact on the quality of our portfolio which may have an adverse impact on our business.

19
 The market conditions of the real estate sector may also affect our investment management business. Poor investment
returns in our investment management business, due to either general market conditions or underperformance (relative
to our competitors or to benchmarks) by funds or accounts that we manage or investment products that we design or
sell, affects our ability to retain existing assets and to attract new clients or additional assets from existing clients. This
could adversely affect the management and incentive fees that we hope to earn on assets under management.

6. If we fail to identify, monitor and manage risks and effectively implement our risk management policies, it could
have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have devoted resources to develop our risk management policies and procedures and aim to continue to do so in
the future. For details, see “Business – Asset Quality and Risk Management” on page 86. Despite this, our policies
and procedures to identify, monitor and manage risks of fraud, money laundering, any other credit, operational or other
risks may not be effective. Further, some of our methods of managing risks are based upon the use of observed
historical market behaviour. As a result, these methods may not accurately predict future risk exposures, which could
be greater than those indicated by the historical measures. For example, our NPA levels may rise due to poor
monitoring methods of our portfolio. To the extent any of the instruments and strategies we use to hedge or otherwise
manage our exposure to market or credit risk are not effective, we may not be able to mitigate effectively our risk
exposures in particular market environments or against particular types of risk.

Our investment and interest rate risks are dependent upon our ability to identify and mark-to-market changes in the
value of financial instruments caused by changes in market prices or rates. Our earnings are dependent upon the
effectiveness of our management of changes in credit quality and risk concentrations, the accuracy of our valuation
models and our critical accounting estimates and the adequacy of our allowances for loan losses.

To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results, we could
suffer higher than anticipated losses.

If we fail to effectively implement our risk management policies, it could materially and adversely affect our business,
financial condition, results of operations and cash flows.

7. We depend on the accuracy and completeness of information provided by our customers and counterparties. Our
reliance on any misleading information given by potential borrowers may affect our judgment of credit worthiness
of potential borrowers, and the value of and title to the collateral, which may affect our business, results of
operations and financial condition.

Although we review our credit exposure to specific clients, counterparties, sectors and regions we believe may present
credit concerns, default risk may arise from events or circumstances that are difficult to detect, such as fraud. We may
also fail to receive full information with respect to the credit risks of a client or counterparty.

In deciding whether to extend credit or enter into other transactions with potential borrowers, we rely on information
furnished to us by potential borrowers, and analysis of the information by independent consultants. To further verify
the information provided by potential borrowers, we conduct searches on credit bureaus for creditworthiness of our
borrowers. We also verify information with registrar and sub-registrar of assurances for encumbrances on collateral.
We cannot assure you that information furnished to us by potential borrowers and analysis of the information by
independent valuers or the independent searches conducted by us with credit bureaus, or the on-site verification will
be accurate.

In addition, we do not have access to the same level of information that a bank may have or may be able to procure in
respect of a potential borrower. We thus depend on data and information services from external sources, including
data received from certain competitors, customers and various government and public record services. If certain key
sources were to withdraw or were unable to provide us with their data or information services, or if we were to lose
access to data or information services due to government regulation or regulatory concerns of our suppliers or if the
collection of data were to become uneconomical, our ability to provide products and services to our customers could
be impacted, and, consequently, our business, reputation, financial condition, operating results and cash flow could be
materially adversely affected.

8. Any non-compliance with mandatory Anti Money Laundering (AML) and Know Your Customer (KYC) policies
could expose us to additional liability and harm our business and reputation.

We adopt applicable anti-money laundering (“AML”) and know your client (“KYC”) policies and procedures in our
businesses. While we have adopted policies and procedures aimed at collecting and maintaining all AML and KYC
related information from our customers in order to detect and prevent the use of our networks for illegal money-
laundering activities, there may be instances where we may be used by other parties in attempts to engage in money-
laundering and other illegal or improper activities. In addition, a number of jurisdictions (including India) have entered
into, or have agreed in substance to, intergovernmental agreements with the United States to implement certain

20
 provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA. Pursuant to these provisions, as
part of our KYC processes we are required to collect and report certain information regarding US persons having
accounts with us who are customers of our alternative asset management business.

Although we believe that we have adequate internal policies, processes and controls in place to prevent and detect
AML activity and ensure KYC compliance, including FATCA compliance, and have taken necessary corrective
measures, there can be no assurance that we will be able to fully control instances of any potential or attempted
violation by other parties and may accordingly be subject to regulatory actions including imposition of fines and other
penalties by the relevant government agencies to whom we report, including the FIU-IND. Our business and reputation
could suffer if any such parties use or attempt to use us for money-laundering or illegal or improper purposes and such
attempts are not detected or reported to the appropriate authorities in compliance with applicable regulatory
requirements. In 2015, SEBI issued the inspection observation letter to Piramal Investment Opportunities Fund
(“PIOF”), observing inter alia (i) certain non – compliances with the SEBI circulars in relation to KYC due to failure
to maintain proper KYC records in respect of the contributors and (ii) failure to update KYC information with the
KYC Registration Agents. PIOF has issued its responses to SEBI and there are no further correspondence in this
regard.

9. We have expanded into new lines of business and may continue do so in the future. If we are unable to run the new
businesses profitably, our results of operations and financial condition may be adversely affected.

We have expanded our business to encompass new lines of business. For example, in relation to our distressed asset
fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment fund
from SEBI on June 28, 2017 and we have recently received a housing finance operations licence. As these are new
businesses, we may encounter initial teething problems in the establishment of these businesses and incur higher capital
and operating expenditure. Accordingly we may not be able to run these businesses or any new businesses in a
profitable manner. We may suffer a loss in these business or the returns on our investments in these businesses will be
significantly lower than our customer expectations which will adversely affect our financial condition. We may
continue to enter new lines of business and offer new products and services in the future. There is no guarantee that
we will do so in accordance with our growth strategy or be successful in integrating these new lines of business into
our operations. If we are unable to do so, our operating results and financial condition may be adversely affected.

C. Risks Relating to our Pharmaceuticals Business

1. Our pharmaceuticals business is subject to extensive regulation and customer quality audits. If we fail to comply
with the applicable regulations prescribed by governments and regulatory agencies or our customers, our business,
results of operations and financial condition could be adversely affected.

We operate in a highly regulated industry and our operations are subject to extensive regulation in each market in
which we do business. The penalties for non-compliance with these regulations can be severe, including the revocation
or suspension of our business licence, imposition of fines and criminal sanctions in those jurisdictions.

We have ongoing obligations to regulatory authorities, such as the Central Drugs Standard Control Organization of
India (“CDSCO”) and the Food Safety and Standards Authority of India (“FSSAI”), in each case, in India, the United
States Food and Drug Administration (“USFDA”) in the United States, the Medicines and Healthcare Products
Regulatory Agency in the United Kingdom (“UK-MHRA”) and the European Medicine Agency (“EMA”) in the EU,
both before and after a product’s commercial release. For example, our manufacturing facilities and products are
subject to auditing processes by various regulatory agencies of the countries where we market and sell our products,
including the USFDA. Regulatory agencies may at any time inspect our manufacturing facilities or the quality of our
products based on newly developed scientific knowledge and/or tools. If any inspection or quality assessment results
in observations/ alerts or sanctions, the relevant regulator may amend or withdraw our existing approvals to
manufacture and market our products in such jurisdiction, which could adversely affect our business, financial
condition and results of operations. We also sell our products to a number of countries including those subject to
comprehensive sanctions regulations, such as Syria and Iran. Any change in sanctions regulations or laws may
adversely affect our business.

If we fail to comply with applicable statutory or regulatory requirements, there could be a delay in the submission or
grant of approval for the manufacturing and marketing new products. Moreover, if we fail to comply with the various
conditions attached to such approvals, licenses, registrations and permissions once received, the relevant regulatory
body may suspend, curtail or revoke our ability to market such products or impose fines upon us. In the United States,
India, and many of the international markets in which we sell our products, the approval process for a new product is
complex, lengthy and expensive. The time taken to obtain approvals varies by country, but generally takes between
six months and several years from the date of application. If we fail to obtain such approvals, licenses, registrations
and permissions, in a timely manner or at all, our business, results of operations and financial condition could be
adversely affected. The prices of some of our pharmaceutical products are also subject to price controls regulations.

21
 Any action against us or our management for violation of any price controls regulations could adversely affect our
business, prospects, results of operations and financial condition.

Further, our customers also periodically conduct audits on our facilities. If we fail to successfully clear such audits or
fail to implement suggestions made by customers, such customers may cease to do business with us which will
adversely affect our business, results of operation and financial condition

2. Any manufacturing or quality control problems may damage our reputation for quality products and expose us to
litigation or other liabilities and we are susceptible to product liability claims that may not be covered by insurance
which may require substantial expenditure and may adversely affect our reputation.

Our products may suffer defects due to manufacturing issues, defective supply by our contract manufacturers, or
defective raw materials supplied including manufacturing defects. These may lead to certain events including product
recalls, delays in supply of our products customer claims or product liability claims. These actions could require us to
expend considerable resources in correcting the problems and could adversely affect the demand for our products.

The existence, or even threat, of a major product liability claim could also damage our reputation and affect consumers'
views of our other products and would likely require us to incur costs for litigation (including any penalties thereunder
or generally), remediation, replacement of products and would also divert management's time, thereby adversely
affecting our business, results of operations and financial condition. Any loss of our reputation or brand image for
whatever reason may lead to a loss of existing business contracts and adversely affect our ability to enter into such
additional contracts in the future.

We cannot be certain that our product liability insurance will, in fact, be sufficient to cover the foregoing claims or our
policy limits will be sufficient to cover such claims or that we will be able to maintain adequate insurance coverage in
the future at acceptable costs. Further, we may not have taken insurance or may not have vendor extension covers from
our partners' insurance policies in the countries into which we export our products. A successful product liability claim
that is excluded from coverage or exceeds our policy limits may require us to pay substantial sums and may adversely
affect our financial position and results of operations. In addition, insurance coverage for product liability may become
prohibitively expensive in the future. If any product liability claim is not covered by insurance, or exceeded the policy
limits, were to be sustained, it could adversely affect our business, financial condition and results of operations. This
risk is likely to increase as we enter new markets and develop our own new-patented products in addition to making
generic versions of drugs that have been in the market for some time.

3. Any delay in production at, or shutdown of, any of our manufacturing facilities or at any of the third party
manufacturing facilities we use, could adversely affect our business, results of operations and financial condition.

The success of our manufacturing activities and the success of the launch of our products depend on, among other
things, the productivity of our workforce, compliance with regulatory requirements and the continued functioning of
our manufacturing processes and machinery. Disruptions in our manufacturing activities, including natural or man-
made disasters, workforce disruptions, regulatory approval delays, fire or the failure of machinery, could delay
production or require us to shut down the affected manufacturing facility. For example, we have had fatal accidents at
our Digwal and Ennore manufacturing sites previously which caused interruptions at these manufacturing facilities.
We use highly flammable materials such as acetone, ethanol, methanol and toluene in our manufacturing processes
and are therefore subject to the risk of loss arising from fire or explosions. Although we have implemented industry
acceptable risk management controls at our manufacturing locations and continuously seek to upgrade them, the risk
of fire or explosion associated with these materials cannot be completely eliminated. Moreover, some of our products
are permitted to be manufactured at only those facilities that have received specific approvals, and any shut down of
such facilities will result in us being unable to manufacture such product for the duration of such shut down. Such an
event may result in delays to the launch of our products and our inability to meet with our contractual commitments,
which will have an adverse effect on our business, results of operation and financial condition.

Any interruption at our manufacturing facilities, including natural or man-made disasters, workforce disruptions,
regulatory approval delays, fire or the failure of machinery, disruptions of supply from our contract manufacturers
could reduce our ability to meet the demand under our contracts for the affected period, which could affect our
business, prospects, results of operations and financial condition.

4. Any shortfall in the supply of our raw materials or an increase in raw material costs or other input costs may
adversely impact the pricing and supply of our products and have an adverse effect on our business.

Raw materials (including packaging materials) are subject to supply disruptions and price volatility caused by various
factors, including commodity market fluctuations, the quality and availability of supply, currency fluctuations,
consumer demand, changes in government programs and regulatory sanctions. Substantially all our raw materials are
purchased from third parties. Our suppliers may be unable to provide us with a sufficient quantity of our raw materials
at a suitable price for us to meet the demand for our products. The available amounts of raw materials may not adjust

22
 in response to increasing demand in certain circumstances; our suppliers may choose to supply the raw materials to
our competitors instead of us. There is a risk that one or more of these existing suppliers could discontinue their
operations, which could adversely impact our ability to source raw materials at a suitable price and meet our order
requirements. Any increase in raw material prices will result in corresponding increases in our product costs.

We also import some of our raw materials and some of the equipment used in our manufacturing facilities and are
subject to risks related to currency fluctuation, global logistics disruptions and other factors. A failure to maintain our
required supply of raw materials and equipment could adversely affect our ability to deliver our products to customers
in an efficient, reliable and timely manner and adversely affect our business, prospects, financial condition and results
of operations.

5. We participate in a competitive tender process for supply to various government agencies, private entities and
institutions. We may face an inability to successfully obtain tenders in the future, which would impact our revenues
and profitability and the tenders we have successfully obtained may be withdrawn in the future.

We participate in a competitive tender process for supply to various government agencies, private entities and
institutions. Pricing is a key factor in the tender process and we may face challenges in participating in a tender process
and having to manage our tender price in light of any internal budgets. If we are unable to win tenders, our future
revenues and profitability may suffer. Additionally, for any reason, if we are disqualified from the tender process by a
government agency, we may automatically be disqualified by other central and state government agencies. This may
impact our business operations and growth.

6. We are yet to receive certain registrations in connection with the protection of our intellectual property rights,
especially trademarks relating to our products. Such failure to protect our intellectual property rights could
adversely affect our competitive position, business, financial condition and profitability.

We have applied for certain registrations in connection with the protection of intellectual property rights, including
patents and trademarks, which are currently pending. The registration of any intellectual property right is a time-
consuming process, and there can be no assurance that any such registration will be granted. In the absence of such
registration, competitors or other companies may challenge the validity or scope of our intellectual property. Unless
our trademarks are registered, we may only get passing off relief for our trademarks, if used by others, which could
materially and adversely affect our brand image, goodwill and business. Similarly, in case our patents are rejected, our
competitors may start marketing the products resulting in us losing out on market share and first mover protection,
which could adversely affect our competitive position, business, financial condition and profitability. If we are unable
to obtain and maintain patent protection for our current or any future products, or if the scope of the patent protection
obtained is not sufficiently broad, we may not be able to compete effectively in our markets. Obtaining and maintaining
our patent protection depends on compliance with various procedural, document submission, fee payment and other
requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for
non-compliance with these requirements.

Further, if any of our unregistered trademarks are registered in favour of a third party, we may not be able to claim
registered ownership of such trademarks, and consequently, we may be unable to seek remedies for infringement of
those trademarks by third parties other than relief against passing off by other entities. Our inability to obtain or
maintain these registrations may adversely affect our competitive business position and we may not be able to use
these trademarks to commercialize our technologies or products in certain markets or contexts.

7. If we infringe on the patents of others, our business may be adversely affected.

We operate in an industry characterized by patent litigation. Patent litigation can result in damages being awarded and
injunctions that could prevent the manufacture and sale of certain products or require us to pay royalties in order to
continue to manufacture or sell such products. While it is not possible to predict the outcome of patent litigation, we
believe any adverse result of such litigation could include an injunction preventing us from selling our products or
payment of damages or royalty, which would affect our ability to sell current or future products or prohibit us from
enforcing our patent and proprietary rights against others. We were previously involved in litigation in the Delaware
District Court concerning a complaint filed by a company engaged in the discovery, development, manufacturing and
sale of innovative therapeutic products, for infringement of one of their patents. Whilst we are currently not engaged
in any patent litigation, there can be no assurance that we will not be involved in any patent litigation in the future. In
the event that we become involved in patent litigation, our business, financial condition and results of operations could
be adversely affected.

23
8. Our performance may be adversely affected if we are not successful in assessing demand for our products and
managing our inventory.

We evaluate our production requirements based on anticipated demand based on forecasted customer order activity
for our products. Our inventory balance of materials is influenced by our production requirements, shelf life of the raw
materials, expected sourcing levels and changes in our product sales mix.

It is important for us to anticipate demand for our products and any failure to anticipate, identify, interpret and react
on the basis of anticipated/ desired demand or our failure to generate consumer acceptance or recognition of our new
products, could lead to, among others, reduced demand for our products, which can adversely affect our results of
operations.

Efficient inventory management is also a component of the success of our business, results of operations and
profitability. To be successful, we must maintain sufficient inventory levels to meet demand for our products, without
allowing those levels to increase to such an extent that the costs associated with storing and holding the inventory
adversely affects our results of operations. If our raw materials purchase decisions do not accurately predict sourcing
levels or our expectations about demand for our products are inaccurate, we may either not be able to manufacture
products to service the demands, resulting in us having to cede market share to competitors or would have to take
unanticipated markdowns or impairment charges to dispose of the excess or obsolete inventory, which can adversely
affect our results of operations. Our results of operations and financial conditions may be impacted by seasonal
variations.

9. The availability of counterfeit drugs, such as drugs passed off by others as our products, could adversely affect our
goodwill and results of operations.

Entities in India and abroad could pass off their own products as ours, including counterfeit or pirated products. For
example, certain entities could imitate our brand name, packaging materials or attempt to create look-alike products.
As a result, our market share could be reduced due to replacement of demand for our products and adversely affect
our goodwill. We have also invested in our products to prevent counterfeit versions of our products from being
distributed in the markets. Such measures include, monitoring products in the market and initiating actions against
counterfeiters, each of which entails incurring costs at our end. The proliferation of counterfeit and pirated products,
and the time and attention lost to defending claims and complaints about counterfeit products could have an adverse
effect on our goodwill and our business, prospects, results of operations and financial condition could suffer.

10. We are dependent on our key customers and our key products.

A significant portion of our total sales for the fiscal years 2016 and 2017 was derived from sales to a few key customers.
We cannot assure that our competitors will not offer better terms or prices in their product offerings. Accordingly,
there is no assurance that our customers will not turn to our competitors to purchase their products or to engage their
services. In the event these customers stop or reduce purchase of products from us, our business, financial condition
and results of operations could be adversely affected.

A significant portion of our total sales for the fiscal years 2016 and 2017 was derived from the sales of a few key
products. Any reduction in the sales of any of these products could have an adverse effect on our business, financial
condition and results of operations.

In addition, we have entered into a licensing agreement with Bayer for the commercializing and marketing rights of
Saridon, a key product in our India consumer products business. The term of the license granted to us will expire in
October 10, 2018. In the event we are unable to extend such license which grants us the Saridon manufacturing and
marketing rights, our business financial condition and results of operations could be adversely affected.

11. We are subject to range of safety, health and environment related legislations.

We are subject to a broad range of safety, health, environmental, labour and related laws and regulations in the
jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials, noise emissions,
air and water discharges, on the storage, handling, discharge and disposal of chemicals and other aspects of our
operations. For example, local laws in India limit the amount of hazardous and pollutant discharge that our
manufacturing facilities may release into the air and water. The discharge of raw materials that are chemical in nature
or of other hazardous substances into the air, soil or water beyond these limits may cause us to be liable to regulatory
bodies or third parties. In addition, we may be required to incur costs to remedy the damage caused by such discharges,
pay fines or other penalties for non-compliance. Complying with, and changes in, these laws and regulations may
increase our compliance costs and adversely affect our business, prospects, results of operations and financial
condition. Furthermore, non-compliance with the limits prescribed by the relevant laws and regulations may lead to
the suspension of our manufacturing licences, which will halt production and adversely affect our business operations.

24
D. Risks Relating to our Healthcare Insight & Analysis Business

1. A failure, inadequacy or security breach in our information technology and telecommunication systems may
adversely affect our business, results of operation and financial condition.

Our ability to operate and remain competitive depends in part on our ability to maintain and upgrade our information
technology systems and infrastructure on a timely and cost-effective basis, including our ability to process a large
number of data on a daily basis. Our operations also rely on the secure processing, storage and transmission of
confidential, analytical and other information in our computer systems and networks. DRG and other data processing
systems and management information systems or our corporate website may fail to operate adequately or become
disabled as a result of events that may be beyond our control, including a disruption of electrical or communications
services. Further, our computer systems, software and networks may be vulnerable to unauthorized access, computer
viruses or other attacks that may compromise data integrity and security and result in client information or identity
theft, for which we may potentially be liable. Further, the information available to and received by our management
through our existing systems may not be timely and sufficient to manage risks or to plan for and respond to changes
in market conditions and other developments in our operations. If any of these systems are disabled or if there are other
shortcomings or failures in our internal processes or systems, it may disrupt our business or impact our operational
efficiencies, and render us liable to regulatory intervention or damage to our reputation. The occurrence of any such
events may adversely affect our business, results of operation and financial condition.

2. We face the threat of fraud and cyber-attacks, such as hacking, phishing, trojans and advanced persistency threats,
attempting to exploit our network to disrupt services to customers and/or theft of sensitive internal data or customer
information. This may cause damage to our reputation and adversely impact our business and financial results.

Our systemic and operational controls may not be adequate to prevent adverse impact from frauds, errors, hacking and
system failures. Further, our computer systems may be open to being hacked or compromised by third parties, resulting
in thefts and losses to our customers and us. Some of these cyber threats from third parties include: (a) phishing and
trojans – targeting our customers, wherein fraudsters send unsolicited mails to our customers seeking account sensitive
information or to infect customer machines to search and attempt ex-filtration of account sensitive information; (b)
hacking – wherein attackers seek to hack into our system with the primary intention of causing reputational damage
to us by disrupting services; (c) data theft – wherein cyber criminals may attempt to intrude into our network with the
intention of stealing our data or information; and (d) advanced persistency threat – network attack in which an
unauthorized person gains access to our network and remains undetected for a long period of time. The intention of
these attacks is to steal our data or information rather than to cause damage to our network or organization. Attempted
cyber threats fluctuate in frequency but are generally not decreasing in frequency. Not only are we exposed to such
risks from our own actions or those of our employees, but from actions of our third party service providers, over whom
we do not have full control. If we suffer from any of such cyber threats, it could materially and adversely affect our
business, financial condition and results of operations.

A significant system breakdown or system failure caused due to intentional or unintentional acts would have an adverse
impact on our revenue-generating activities and lead to financial loss.

There is also the risk of our customers blaming us and terminating their accounts with us for a cyber-incident that
might have occurred on their own system or with that of an unrelated third party. Any cyber-security breach could also
subject us to additional regulatory scrutiny and expose us to civil litigation and related financial liability.

3. Consolidation in the sectors in which our healthcare insights and analytics business clients operate may reduce the
volume of services purchased by consolidated clients following an acquisition or merger, which could materially
harm our Company’s operating results and financial condition.

Mergers or consolidations among our healthcare insights and analytics business clients have in the past and could in
the future reduce the number of our clients and potential clients. When companies consolidate, overlapping services
previously purchased separately are usually purchased only once by the combined entity, leading to loss of revenue.
Other services that were previously purchased by one of the merged or consolidated entities may be deemed
unnecessary or cancelled. If our clients merge with or are acquired by other entities that are not our clients, or that use
fewer of our services, they may discontinue or reduce their use of our services. There can be no assurance as to the
degree to which our Company may be able to address the revenue impact of such consolidation. Any of these
developments could materially harm our Company’s operating results and financial condition.

Our top few key customers accounted for a significant portion of the revenue of our healthcare insights an data analytics
business. Accordingly, our business may be adversely affected if any of these key customers choose to discontinue or
reduce our services.

4. If we fail to deliver our products and services per our contractual obligations to our customers, our Company could
be subject to significant costs or liability and its reputation could be harmed.

25
 We routinely deliver research, insights and services to our customers that assist them with business decisions. To
manage delivery risk, we employ research, reporting, validation and peer review protocols, among others, to ensure
the integrity of its services and deliverables. Further, we manage risk through its commercial contracting function. Our
Company maintains a contracts administration function, supported by experienced legal professionals, in which all
commercial contracts are reviewed and negotiated to ensure that our commercial and legal risks are set at market
appropriate levels, with exceptions reviewed and approved by senior leaders. Nonetheless, if we were to materially
delay or err in the delivery of its products or services, it could be subject to contract terminations as well as liability
for damages that clients may sustain because of our errors and/or omissions. In such event, and although our liability
routinely is capped under its agreements with its customers, we could suffer material financial losses and/or
reputational damage, which could materially and adversely affect its results of operations and financial condition.

5. Failure to meet productivity objectives under its internal business transformation initiatives could adversely impact
our competitiveness and harm its operating results.

We pursue business transformation initiatives to update technology, increase innovation and obtain operating
efficiencies. As part of these initiatives, our Company seeks to improve its productivity, flexibility, quality,
functionality and cost savings by, among other matters, developing new client delivery technology-based platforms,
implementing new enterprise resource planning systems and reengineering how it produces and delivers certain
products and services. These various initiatives may not yield their intended gains, which may impact our Company’s
competitiveness and ability to meet its growth objectives and, thus, materially and adversely affect its business,
operating results and financial condition.

6. Failure to protect our intellectual property, and claims against our use of the intellectual property of third parties,
could cause our Company to incur unanticipated expense and prevent it from providing products and services,
which could adversely affect its business, financial condition and results of operations.

Our success depends in part upon its ability to protect its core technology and intellectual property. To accomplish
this, our Company relies on a combination of intellectual property rights, including trade secrets, copyrights and
trademarks, as well as customary contractual and confidentiality protections and internal policies applicable to
employees, contractors, members and business partners. These protections may not be adequate, however, and we
cannot assure that we will prevent misappropriation of our intellectual property. In addition, parties that gain access to
our intellectual property might fail to comply with the terms of our agreements and policies, and we may not be able
to enforce its rights adequately against these parties. The disclosure to, or independent development by, a competitor
of any trade secret, know-how or other technology not protected by a patent could materially and adversely affect any
competitive advantage we may have over such competitor. The process of enforcing our intellectual property rights
through legal proceedings would likely be burdensome and expensive, and our ultimate success cannot be assured.
Our failure to adequately protect its intellectual property and proprietary rights could adversely affect its business,
financial condition and results of operations.

Additionally, we could be subject to claims of intellectual property infringement, misappropriation or other intellectual
property violations, and third parties may claim that we do not own or have rights to use all intellectual property used
in the conduct of our healthcare insights and data analytics business. We could incur substantial costs and diversion of
management resources defending any such claims.

Finally, certain contracts with our suppliers or clients contain provisions whereby we indemnifies, subject to certain
limitations, the counterparty for damages suffered because of claims related to intellectual property infringement and
the use of our data and other deliverables. Claims made under these provisions could be expensive to litigate and could
result in significant payments.

7. Current and proposed laws and regulations regarding the protection of personal data could result in increased risks
of liability or increased cost to us or could limit our Company’s service offerings.

The confidentiality, collection, use and disclosure of personal data are subject to governmental regulation generally in
the country that the personal data were collected or used. For example, United States federal regulations under Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”) and as amended in 2014 by the Health Information
Technology for Economic and Clinical Health (“HITECH”) Act, require individuals’ written authorization, in
addition to any required informed consent, before Protected Health Information (“PHI”) may be used for research.
Although we receive limited PHI in the conduct of its business and has implemented HIPAA-compliant safeguards to
receive and process such data, our Company nonetheless could be subject to significant civil liability for mishandling
PHI.

Moreover, in the EU personal data includes any information that relates to an identified or identifiable natural person,
and the explicit consent from an individual is required for collection, use or disclosure of such information. In addition,
we are subject to EU rules with respect to cross-border transfers of such data out of the EU. Failure to comply with
such rules could subject us to regulatory sanctions, criminal prosecution or civil liability.

26
E. External Risk Factors

1. We are subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which impose
restrictions and may carry substantial penalties.

The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions
generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of
obtaining or retaining business. These laws may require not only accurate books and records, but also sufficient
controls, policies and processes to ensure business is conducted without the influence of bribery and corruption. Our
policies mandate compliance with these anti-bribery laws, which often carry substantial penalties including fines,
criminal prosecution and potential debarment from public procurement contracts. Failure to comply may also result in
reputational damages.

We operate in certain jurisdictions that experience governmental corruption to some degree or are found to be low on
the Transparency International Corruption Perceptions Index and, in some circumstances, anti-bribery laws may
conflict with some local customs and practices. In addition, in many less-developed markets, we work with third-party
distributors and other agents for the marketing and distribution of our products. Although our policies prohibit these
third parties from making improper payments or otherwise violating these anti-bribery laws, any lapses in complying
with such anti-bribery laws by these third parties may adversely impact us. Business activities in many of these markets
have historically been more susceptible to corruption. If our efforts to screen third-party agents and detect cases of
potential misconduct fail, we could be held responsible for the noncompliance of these third parties under applicable
laws and regulations, including the U.S. Foreign Corrupt Practices Act.

Compliance with the U.S. Foreign Corrupt Practices Act and other anti-bribery laws has been subject to increasing
focus and activity by regulatory authorities in recent years. Actions by our employees, or third party intermediaries
acting on our behalf, in violation of such laws, whether carried out in the United States or elsewhere, may expose us
to liability for violations of such anti-bribery laws and accordingly may have a material adverse effect on our reputation
and our business, financial condition or results of operations.

2. Our business is affected by prevailing economic, political and other prevailing conditions in India and the markets
we currently service.

Our Company is incorporated in India, and the majority of our assets and employees are located in India. As a result,
we are dependent on prevailing economic conditions in India and our results of operations are affected by factors
influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of
operations, may include:

 any increase in Indian interest rates or inflation;

 any exchange rate fluctuations;

 any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in
India and scarcity of financing of our developments and expansions;

 prevailing income conditions among Indian consumers and Indian corporations;

 volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;

 changes in India’s tax, trade, fiscal or monetary policies, like application of GST;

 political instability, terrorism or military conflict in India or in countries in the region or globally, including
in India’s various neighbouring countries;

 occurrence of natural or man-made disasters;

 infectious disease outbreaks or other serious public health concerns;

 prevailing regional or global economic conditions, including in India’s principal export markets; and

 other significant regulatory or economic developments in or affecting India or its financial services and
pharmaceutical sectors.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely impact our business, results of operations and financial condition and the price of the Equity Shares. Our
performance and the growth of our business depend on the performance of the Indian economy and the economies of

27
 the regional markets we currently serve. These economies could be adversely affected by various factors, such as
political and regulatory changes including adverse changes in liberalization policies, social disturbances, religious or
communal tensions, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity
and energy prices and various other factors. Any slowdown in these economies could adversely affect the ability of
our customers to afford our services, which in turn would adversely impact our business and financial performance
and the price of the Equity Shares.

3. Changing laws, rules and regulations and legal uncertainties including adverse application of tax laws and
regulations such as application of Goods and Service Tax (GST), may adversely affect our business results of
operations, cash flows and financial performance.

Our business and financial performance could be adversely affected by changes in law or interpretations of existing,
or the promulgation of new, laws, rules and regulations in India applicable to us and our business. There can be no
assurance that the central or the state governments may not implement new regulations and policies which will require
us to obtain approvals and licenses from the governments and other regulatory bodies or impose onerous requirements
and conditions on our operations. For example, majority of our pharmaceuticals business and healthcare insights and
analytics business is based outside India and outward investments in India is governed by RBI regulations. Any change
in such RBI regulation may have a severe impact on our businesses outside India or any expansion plans that involve
support from our local operations. Any new regulations and policies and the related uncertainties with respect to the
implementation of the new regulations may have a material adverse effect on all our business, financial condition and
results of operations. In addition, we may have to incur capital expenditures to comply with the requirements of any
new regulations, which may also materially harm our results of operations. The GoI has recently enacted the Central
Goods and Services Tax Act, 2017 which lays down a comprehensive national GST regime which has combined taxes
and levies collected by the central and state governments into a unified rate structure. This legislation was notified and
made effective from July 1, 2017.

Based on such available information and to the best of our understanding we are of the view that there will be an
Increase in overall taxes on procurement which will lead to an additional working capital requirement. While there
will be an increase in overall taxes on procurement, the procurement cost is likely to reduce on account of the free
flow of credits under GST regime. The ability of our Company to take the benefit of reduction in procurement cost
shall be dependent on its ability to increase or maintain the sale price of its products and negotiation of the purchase
price with its vendors. Further in the transition period, our Company expects some disruptions in the procurement and
sale of goods, which could affect the immediate financial performance, however this is expected to a temporary and
short term event.

The Government has also proposed major reforms in Indian tax laws with respect to the provisions relating to the
general anti-avoidance rule (“GAAR”). As regards GAAR, the provisions have been introduced in the Finance Act,
2012 and have come into effect from April 1, 2017. The GAAR provisions intend to catch arrangements declared as
“impermissible avoidance arrangements”, which is any arrangement, the main purpose or one of the main purposes of
which is to obtain a tax benefit and which satisfy at least one of the following tests (i) creates rights, or obligations,
which are not ordinarily created between persons dealing at arm’s length; (ii) results, directly or indirectly, in misuse,
or abuse, of the provisions of the Income Tax Act; (iii) lacks commercial substance or is deemed to lack commercial
substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily
employed for bona fide purposes. If GAAR provisions are invoked, then the Indian tax authorities have wide powers,
including denial of tax benefit or a benefit under a tax treaty. As the taxation system is intended to undergo significant
overhaul, its consequent effects on us cannot be determined at present and there can be no assurance that such effects
would not adversely affect our business and future financial performance.

4. Differences exist between Ind AS and other accounting principles, such as IFRS and Indian GAAP, which may be
material to investors' assessments of our financial condition.

Our Company is required to prepare annual financial statements under Ind AS for the fiscal year 2017 as required
under Section 133 of the Companies Act, 2013. We have adopted Ind AS with effect from April 1, 2016. In doing so,
we are required to present comparative numbers for the previous fiscal year 2016 and prepared in compliance with Ind
AS. As such, the date of transition to Ind AS for us is April 1, 2015 being the opening balance sheet of the comparative
previous financial year. Given that Ind AS differs in many respects from Indian GAAP (previous GAAP), our historical
financial statements relating to any period prior to Fiscal 2016 may not be comparable to the audited consolidated and
standalone financial statements prepared under Ind AS.

Ind AS and other accounting standards like IFRS differ in certain respects including first time adoption choices
available. We have not attempted to quantify the impact of IFRS on the financial data included in this Draft Letter of
Offer, nor do we provide a reconciliation of our financial statements to those of Ind AS with IFRS.

Accordingly, the degree to which the financial statements prepared under earlier Indian GAAP, Ind AS and other
accounting principles, such as IFRS, will provide meaningful information is entirely dependent on the reader's level

28
 of familiarity with these standards. Any reliance by persons not familiar with Indian accounting practices on the
financial disclosures presented in this Draft Letter of Offer should accordingly be limited.

5. Financial instability in other countries, particularly countries with emerging markets, could disrupt Indian markets
and our business and cause the trading price of the Equity Shares to decrease.

The Indian financial markets and the Indian economy are influenced by the economic and market conditions in other
countries. Although economic conditions are different in each country, investors' reactions to developments in one
country can have adverse effects on the securities of companies in other countries, including India. A loss of investor
confidence in other financial systems may cause volatility in Indian financial markets, including with respect to the
movement of exchange rates and interest rates in India, and, indirectly, in the Indian economy in general. Any such
continuing or other significant financial disruption could have an adverse effect on our business, financial results and
the trading price of the Equity Shares.

6. It may not be possible for you to enforce any judgment obtained outside India against us, our management or any
of our respective affiliates in India, except by way of a suit in India on such judgment.

We are incorporated under the laws of India and substantially all our Directors and executive officers reside in India.
A substantial majority of our assets, and the assets of our Directors and officers, are also located in India. As a result,
you may be unable to:

 effect service of process outside of India upon us and such other persons or entities; or

 enforce in courts outside of India judgments obtained in such courts against us and such other persons or
entities.

7. A third party could be prevented from acquiring control of us because of anti-takeover provisions under Indian
law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company. Under the Takeover Regulations, an acquirer has been defined as any person who, directly or indirectly,
acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in
concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders
are protected, these provisions may also discourage a third party from attempting to take control of our Company.
Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a
premium to their market price or would otherwise be beneficial to our Shareholders, such a takeover may not be
attempted or consummated because of Takeover Regulations.

8. Any downgrading of India's debt rating by an international rating agency could adversely affect our business and
the price of our Equity Shares.

Any adverse revisions to India's credit ratings for domestic and international debt by international rating agencies may
adversely affect our business, our future financial performance, our shareholders' funds and the price of our Equity
Shares.

9. Investors may have difficulty enforcing judgments against us or our management.

We are a limited liability company incorporated under the laws of India. The majority of our Directors and executive
officers are residents of India and a substantial portion of our assets and the assets of these directors and executive
officers are located in India. As a result, investors may find it difficult to (i) effect service of process upon us or these
directors and executive officers in jurisdictions outside of India, (ii) enforce court judgments obtained outside of India,
(iii) enforce, in an Indian court, court judgments obtained outside of India, and (iv) obtain expeditious adjudication of
an original action in an Indian court to enforce liabilities.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Civil
Procedure Code, on a statutory basis. Section 13 of the Civil Procedure Code provides that a foreign judgment shall
be conclusive regarding any matter directly adjudicated upon between the same parties or parties litigating under the
same title, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the
judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases in
which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural
justice; (v) where the judgment has been obtained by fraud; or (vi) where the judgment sustains a claim founded on a
breach of any law then in force in India. India is not a party to any international treaty in relation to the recognition or
enforcement of foreign judgments. However, Section 44A of the Civil Procedure Code provides that a foreign
judgment rendered by a superior court (within the meaning of that section) in any jurisdiction outside India which the

29
 Government has by notification declared to be a reciprocating territory, may be enforced in India by proceedings in
execution as if the judgment had been rendered by a competent court in India. However, Section 44A of the Civil
Procedure Code is applicable only to monetary decrees not being in the nature of any amounts payable in respect of
taxes or other charges of a like nature or in respect of a fine or other penalties and does not include arbitration awards.

Among other jurisdictions, the United Kingdom of Great Britain and Northern Ireland, Republic of Singapore and
Hong Kong have been declared by the Government to be reciprocating territories for the purposes of Section 44A of
the Civil Procedure Code, but the USA has not been so declared. A judgment of a court in a jurisdiction which is not
a reciprocating territory may be enforced only by a fresh suit upon the judgment and not by proceedings in execution.
The suit must be brought in India within three years from the date of the foreign judgment in the same manner as any
other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same
basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce
foreign judgments if it viewed the amount of damages awarded as excessive or inconsistent with public policy of India.
Further, any judgment or award in a foreign currency would be converted into Rupees on the date of such judgment
or award and not on the date of payment. A party seeking to enforce a foreign judgment in India is required to obtain
approval from the RBI to repatriate outside India any amount recovered, and any such amount may be subject to
income tax in accordance with applicable laws.

F. Risks Relating to the Equity Shares and the Issue

1. Investors will be subject to market risks until the Equity Shares credited to the investors demat account are listed
and permitted to trade.

Investors can start trading the Equity Shares allotted to them only after they have been credited to an investor’s demat
account, are listed and permitted to trade. Since the Equity Shares are currently traded on the Stock Exchanges,
investors will be subject to market risk from the date they pay for the Equity Shares to the date when trading approval
is granted for the same. Further, there can be no assurance that the Equity Shares allocated to an investor will be
credited to the investor’s demat account or that trading in the Equity Shares will commence in a timely manner.

2. There may not be an active or liquid market for our Equity Shares, which may cause the price of the Equity
Shares to fall and may limit your ability to sell the Equity Shares.

The price at which the Equity Shares will trade after this Issue will be determined by the marketplace and may be
influenced by many factors, including:

 our financial results and the financial results of the companies in the businesses we operate in;

 the history of, and the prospects for, our business and the sectors in which we compete;

 the valuation of publicly traded companies that are engaged in business activities similar to us; and

 significant developments in India's economic liberalization and deregulation policies.

In addition, the Indian equity share markets have from time to time experienced significant price and volume
fluctuations that have affected the market prices for the securities of Indian companies. As a result, investors in the
Equity Shares may experience a decrease in the value of the Equity Shares regardless of our operating performance or
prospects.

3. Conditions in the Indian securities market may affect the price or liquidity of our Equity Shares.

The Indian securities markets are smaller and more volatile than securities markets in more developed economies. The
Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. Currently
prices of securities listed on Indian exchanges are displaying signs of volatility linked among other factors to the
uncertainty in the global markets and the rising inflationary and interest rate pressures domestically. The governing
bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities,
limitations on price movements and margin requirements. Future fluctuations or trading restrictions could have a
material adverse effect on the price of our Equity Shares.

4. Any future issuance of the Equity Shares may further dilute your shareholding and sales of the Equity Shares by
our Promoter or other major shareholders may adversely affect the trading price of the Equity Shares.

Any future equity issuances by us, may lead to the dilution of investors’ shareholdings in our Company. Any future
equity issuances by us or sales of the Equity Shares by our Promoter or other major shareholders may adversely affect
the trading price of the Equity Shares, which may lead to other adverse consequences for us including difficulty in
raising capital through offering of the Equity Shares or incurring additional debt. In addition, any perception by
investors that such issuances or sales might occur may also affect the market price of the Equity Shares.

30
5. The trading price of our Equity Shares may be subject to volatility and you may not be able to sell your Equity
Shares at or above the Issue Price

The price of the Equity Shares may fluctuate after this Issue as a result of various factors, including volatility in the
Indian and global securities markets, the results of our operations including our profitability and performance, the
performance of our competitors and perception in the market about investments in our industry, significant
developments in India’s economic fiscal, liberalization and deregulation policies, adverse media reports and changes
in developments in, perceptions in the market about investments in or estimates by financial analysts of us and the
sectors in which we operate in.

Further, an active trading market for the Equity Shares may not develop or be sustained after this Issue and the price
at which the Equity Shares are initially traded may not correspond to the prices at which the Equity Shares will trade
in the market subsequent to this Issue.

6. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a
shareholder's ability to sell, or the price at which it can sell Equity Shares at a particular point in time.

The Equity Shares will be subject to daily circuit breaker imposed by all stock exchanges in India on all listed
companies which does not allow transactions beyond certain volatility in the price of the Equity Shares. This circuit
breaker operates independently of the index-based market-wide circuit breakers generally imposed by SEBI on Stock
Exchanges. The percentage limits on our circuit breakers are set by the Stock Exchanges. The Stock Exchanges are
not required to inform us of the percentage limit of such circuit breakers and may change it without our knowledge.
This circuit breaker effectively limits the upward and downward movements in the price of the Equity Shares. As a
result of this circuit breaker, there can be no assurance regarding the ability of our shareholders to sell the Equity
Shares or the price at which shareholders may be able to sell their Equity Shares at a particular point in time.

7. You may be subject to Indian taxes arising out of capital gains on sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of the Equity Shares in an Indian
company are generally taxable in India. Any gain realized on the sale of listed the Equity Shares on a stock exchange
held for more than 12 months will not be subject to capital gains tax in India if securities transaction tax (“STT”) has
been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which the Equity
Shares are sold. Any gain realised on the sale of the Equity Shares held for more than 12 months to an Indian resident,
which are sold other than on a recognised stock exchange and on which no STT has been paid, will be subject to long
term capital gains tax in India. Further, any gain realised on the sale of listed the Equity Shares held for a period of 12
months or less which are sold other than on a recognised stock exchange and on which no STT has been paid, will be
subject to short term capital gains tax at a relatively higher rate as compared to the transaction where STT has been
paid in India.

The recent Finance Act 2017 amendments provided that where the shares have been acquired on or after October 1,
2004 and on which STT has not been paid at the time of acquisition, then the exemption of long term capital gains
under section 10(38) of the Income Tax Act would not be available. This amendment further provides that the
Government will notify certain modes of acquisition to which the recent amendment made by Finance Act 2017 would
not be applicable and the shares acquired by such modes of acquisition would continue to get the benefit of section
10(38) of the Income Tax Act. The Government has issued a notification dated June 5, 2017 listing out certain modes
of acquisition where the benefit of section 10(38) will not be applicable, subject to certain exceptions. For further
details, see “Statement of Tax Benefits” on page 65.

8. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.

Under the Companies Act, any company incorporated in India must offer its holders of equity shares pre-emptive
rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior
to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special
resolution by holders of three-fourths of the shares voted on such resolution, unless our Company has obtained
government approval to issue without such rights. However, if the law of the jurisdiction that you are in does not
permit the exercise of such pre-emptive rights without us filing an offering document or registration statement with
the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make
such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by
Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity
Shares, your proportional interests in us would be reduced.

9. Foreign investors are subject to foreign investment restriction under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.

31
 Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI and such transaction is within the sectional cap prescribed for foreign investment.
If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements or fall under an
exception, then the prior approval of the RBI or the appropriate authorities will be required.

Additionally, shareholders who seek to convert the Rupee proceeds from a sale of Equity Shares in India into foreign
currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the
income tax authority. We cannot assure investors that any required approval from the RBI or any other Government
agency can be obtained on any particular terms or at all.

Additionally, as an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies.
Such regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing on
competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals
will be granted without onerous conditions, or at all. Limitations on raising foreign debt may have an adverse effect
on our business growth, financial condition and results of operations.

10. We may not be able to maintain payment of dividends as done historically.

Dividends that we have paid in the past may not be reflective of the dividends that we may pay in a future period. Our
ability to pay dividends in the future will depend on our earnings, financial condition, cash flows and capital
requirements as well as existing restrictive covenants in our financing arrangements. Dividends distributed by us may
also be subject to the requirements prescribed by the applicable laws and regulations. There can be no assurance that
we will be able to pay dividends in the future.

11. There is no guarantee that our Equity Shares will be listed in a timely manner or at all, and any trading closures
at the Stock Exchanges may adversely affect the trading price of our Equity Shares.

In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will not be
granted by the Stock Exchanges until after those Equity Shares have been issued and allotted. Approval will require
all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in
listing the Equity Shares on Stock Exchanges. Any failure or delay in obtaining the approval would restrict your ability
to dispose of your Equity Shares. Further, historical trading prices, therefore, may not be indicative of the prices at
which the Equity Shares will trade in the future.

Secondary market trading in our Equity Shares may be halted by a stock exchange because of market conditions or
other reasons. Additionally, an exchange or market may also close or issue trading halts on specific securities, or the
ability to buy or sell certain securities or financial instruments may be restricted, which may adversely impact the
ability of our shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity
Shares at a particular point in time.

12. You may not receive the Equity Shares that you subscribe in the Issue until fifteen days after the date on which this
Issue closes, which will subject you to market risk.

The Equity Shares that you purchase in the Issue may not be credited to your demat account with the depository
participants until approximately fifteen days from the Bid / Issue Closing Date. You can start trading such Equity
Shares only after receipt of the listing and trading approval in respect thereof. There can be no assurance that the
Equity Shares allocated to you will be credited to your demat account, or that trading in the Equity Shares will
commence within the specified time period, subjecting you to market risk for such period.

Prominent Notes

1. Issue of up to [●] Equity Shares with a face value of ₹ 2 each for cash at ₹2,380 per Equity Share for an amount
aggregating up to ₹ 20,000 million on a rights basis to the Eligible Equity Shareholders in the ratio of [●] Equity
Shares for every [●] Equity Shares held by them on the Record Date.

2. Our Company’s standalone net worth as on March 31, 2017 was ₹ 144,226.0 million and on September 30, 2017 was
₹ 139,263.3 million. Our consolidated net worth as on March 31, 2017 was ₹ 148,825.7 million and on September 30,
2017 was ₹ 149,304.1 million. Net worth is defined as the aggregate of paid up share capital, share premium account
and reserves and surplus (excluding revaluation reserves), as reduced by the aggregate miscellaneous expenditure (to
the extent not availed or written off) and the debit balance of the profit and loss account.

3. For details of the related party transactions of our Company, see “Financial Statements” beginning on page 102.

4. No selective or additional information will be available for a section of investors in any manner whatsoever.

32
5. There are no financing arrangements whereby the Promoter Group, our Directors or their relatives have financed the
purchase by any other person of securities of our Company, other than in the normal course of the business of the
financing entity during the period of six months immediately preceding the date of filing this Draft Letter of Offer.

33
 SECTION III: INTRODUCTION

THE ISSUE

The Issue has been authorized by way of a resolution passed by our Board on October 12, 2017, pursuant to section 62 (1)(a)
of the Companies Act, 2013.

The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by,
for further information see “Terms of Issue” on page 380.

Equity Shares
Equity Shares being offered by our Company* Up to [●] Equity Shares*
Rights Entitlement [●] Equity Share(s) for every [●] fully paid-up Equity Share(s)
held on the Record Date
Record Date [●], 2017
Face Value ₹2 each
Issue Price ₹2,380 per Equity Share
Dividend Such dividend as may be recommended by our Board and
declared by our Shareholders
Issue Size Up to ₹ 20,000 million
Equity Shares outstanding prior to the Issue See “Capital Structure” on page 52
Equity Shares outstanding after the Issue (assuming full See “Capital Structure” on page 52
subscription for and Allotment of the Rights
Entitlement)**
Equity Shares outstanding after the Issue (assuming full See “Capital Structure” on page 52
subscription for and Allotment of the Rights Entitlement)
and after conversion of CCDs
Security Codes for the Equity Shares ISIN: INE140A01024 (Fully paid-up Equity Shares)
BSE Code: 500302
NSE Code: PEL
Terms of the Issue For further information, see “Terms of Issue” on page 380
Use of Issue Proceeds For further information, see “Objects of the Issue” on page 61
* Pursuant to the resolution dated October 12, 2017, our Board has approved reservation of the Equity Shares in the Issue
in favour of the CCD Holders in proportion to the CCDs in the Rights Issue, subject to applicable laws. For further details,
see “Capital Structure” on page 52.
** This does not include the Equity Shares to be allotted pursuant to conversion of CCDs.

Terms of Payment

Due Date Equity Shares

On the Issue application (i.e. along with the CAF) ₹2,380, which constitutes 100% of the Issue Price payable

34
 SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from our Financial Statements. Our summary financial
information presented below, is in Rupees/ Rupees million and should be read in conjunction with the financial statements and
the notes (including the significant accounting principles) thereto included in “Financial Statements” beginning on page 102.

Standalone Balance Sheet as at March 31, 2017 and March 31, 2016 under Ind AS
₹ in Millions
As at March 31, 2017 As at March 31, 2016

ASSETS
(1) Non-Current Assets
(a) Property, Plant & Equipment 7,125.2 6,952.9

(b) Capital Work in Progress 5,752.1 917.6

(c) Intangible Assets 3,622.8 2,591.5

(d) Intangible Assets under development 266.5 111.2

(e) Financial Assets:

156,076.4 174,257.8
(i) Investments
(ii) Loans 36,358.3 45,984.9
(iii) Other Financial Assets 473.3 1028.6

(f) Deferred Tax Assets (Net) 3,499.5 2,970,8

(g) Other Non Current Assets 2,641.4 2,728.0

(2) Current Assets

(a) Inventories 3,431.1 3,751.5

(b) Financial Assets:

(i) Investments 16,665.7 6,280.4
(ii) Trade Receivables 4,914.3 4,045.8
(iii) Cash & Cash equivalents 951.0 77.2
(iv) Bank balances other than (iii) above 289.7 317.6
(v) Loans 10,452.4 17,130.7
(vi) Other Financial Assets 1,078.0 975.4

(c) Other Current Assets 1,149.5 1,050.1

Total Assets 254,747.2 271,172.0

EQUITY AND LIABILITIES

(3) Equity
(a) Equity Share capital 345.1 345.1

(b) Other Equity 143,880.9 127,661.0

(4) Non-Current Liabilities

(a) Financial liabilities:
(i) Borrowings 27,395.2 56,332.3

(ii) Other Financial Liabilities 56.5 111.4

(b) Provisions 308.6 342.5

(5) Current Liabilities

(a) Financial liabilities:
(i) Borrowings 50,201.2 67,203.5

(ii) Trade Payables 5,333.6 4,903.9

35
 As at March 31, 2017 As at March 31, 2016

(iii) Other Financial Liabilities 26,207.4 13,013.3

(b) Other Current Liabilities 467.6 252.8
(c) Provisions 421.6 872.9
(d) Current Tax Liabilities (Net) 129.5 133.3

Total Equity & Liabilities 254,747.2 271,172.0

36
Standalone Profit and Loss Statement for the years ended March 31, 2017 and March 31, 2016 under Ind AS

₹ in Millions
As at March 31, 2017 As at March 31, 2016

REVENUE
Revenue from operations 38,093.1 34,243.2

Other income (Net) 3,571.5 4,719.2

Total Revenue 41,664.6 38,962.4

EXPENSES
Cost of materials consumed 7,912.7 8,594.5
Purchases of Stock-in-Trade 1,275.5 703.5
Changes in inventories of finished goods, work-in-progress and 190.6 (444.3)
stock-in-trade
Excise Duty 431.0 399.7
Employee benefits expense 3,706.3 3,611.9
Finance costs 11,783.4 7,868.8
Depreciation and amortization expense 944.9 795.5
Other expenses 6,220.9 8,298.2

Total Expenses 32,465.3 29,827.8

Profit Before Exceptional Items and Tax 9,199.3 9,134.6
Exceptional Items - 701.9
Profit before Tax 9,199.3 9,836.5

Tax expense:
Current tax 1,954.2 2,601.7

Deferred tax (522.7) (2,722.2)

Profit for the year 7,767.8 9,957.0
Other Comprehensive Income / (Expense) (OCI), net of tax
expense
A. Items that will not be reclassified to profit or loss 8,450.8 (6,942.5)

B. Items that will be reclassified to profit or loss 1.3 -

Total Comprehensive Income / (Expense) for the year 16,219.9 3,014.5

Earnings Per Equity Share (Basic and Diluted) (Rs.) (Face value 45.01 57.70
of Rs. 2/- each)

37
Standalone Cash Flow Statement for the years ended March 31, 2017 and March 31, 2016 under Ind AS

₹ in Millions
Particulars As at March 31, As at March 31,
2017 2016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Exceptional Items and Tax 9,199.3 9,134.6
Adjustments for :
Depreciation and amortisation expense 944.9 795.5
Amortisation of leasehold land 0.7 0.7
Finance Costs attributable to other
than financial services operations 2,602.2 2,246.6
Interest Income on Current Investments - -
Interest Income on Loans and Bank
Deposits (2,680.5) (2,402.1)
Measurement of financial guarantee contracts issued - (149.0)
Measurement of financial assets at FVTPL (75.1) (9.2)
Dividend on Non Current Equity Instruments (196.0) (473.1)
Dividend on Current Investments at FVTPL - (57.4)
Loss on Sale of Property Plant and Equipment 1.6 21.9
Write-down of inventories (22.4) 41.7
Expected Credit Loss on Financial Assets (including
Commitments) (2,233.8) 1,893.0
Expected Credit Loss on Trade Receivables 28.5 39.3
Recognition of lease rent expense on straight-line method (8.4) 79.4
Fair valuation of leased accomodation 0.1 0.2
(Profit) on Sale on Current Investment (Net) - -
Exchange Gain on proceeds from Sale of Domestic Formulation
Business - -
Unrealised foreign exchange (gain) / loss 1,077.7 (1,231.6)
Operating Profit / Before Working Capital Changes 8,638.8 9,930.5

Adjustments For Changes In Working Capital :

Adjustments for (increase) / decrease in operating assets

- Trade receivables (930.8) (833.5)
- Other Current Assets (99.4) 3.9
- Other Non Current Assets - 1.7
- Other Financial Assets - Non Current 25.2 (58.2)
- Other Financial Assets - Loans - Non Current (7,005.4) (8,645.3)
- Long Term Loans and Advances - -
- Inventories 342.8 (582.4)
- Other Financial Assets - Current (427.2) 183.2
- Other Financial Assets - Loans - Current 4,734.5 624.4
- Short term Loans and Advances - -
- Other Bank Balances 27.9 (186.4)
- Amounts invested in Debentures - (Net) (66,671.7) (71,220.5)
- Mutual funds (1,550.3) -

Adjustments for increase / (decrease) in operating liabilities

- Trade Payables 459.6 465.3
- Long-term provisions 53.4 (16.0)
- Other long term liabilities - -
- Other current financial liabilities (5.9) 333.5
- Other current liabilities 214.8 68.1
- Short-term provisions (94.9) 45.0
- Provisions for Grants - Committed (117.5) -

38
 Particulars As at March 31, As at March 31,
2017 2016
- Interest Accrued 815.0 1,823.3

Cash generated from / (used in) Operations (61,590.6) (68,063.4)

- Taxes Paid (Net of Refunds) (1,886.2) (2,891.0)

Net Cash generated from / (used in) Operating Activities Before
Exceptional Items (63,476.8) (70,954.4)
Exceptional Items
- Cost associated with R&D scale down, net of recoveries - (354.9)
Net Cash generated from / (used in) Operating Activities (A) (63,476.8) (71,309.3)

B CASH FLOW FROM INVESTING ACTIVITIES

Payments for Purchase of Property Plant and Equipment / (6,805.9) (3,404.0)

Intangible Assets
Proceeds from Sale of Property Plant and Equipment / Intangible 703.5 5.5
Assets
Purchase of Current Investments
- in Mutual Funds - (104,829.2)
Proceeds from Sale of Current Investments:
- in Mutual Funds - 105,829.6
Interest Received 2,678.9 3,447.0
Bank balances not considered as Cash and cash equivalents
- Fixed deposits placed (912.5) (730.0)
- Matured 912.5 530.0
Loans to related parties (4,918.7) (14,911.7)
Dividend on Non Current Equity Instruments 196.0 473.1
Dividend on Liquid mutual funds - 57.4
Purchase of Equity Investments in subsidiaries (16,429.8) (599.7)
Purchase of Equity Investments (others) - (10.7)
Purchase of Equity Investments & Investment in Partnership Firm - -
Proceeds from Sale of Domestic Formulation Business
Restricted Escrow deposit placed 331.9 (459.9)
Exceptional Items:
- Sale of Piramal Clinical Research Business - 50.0
- Sale of R&D assets - 37.1
- Sale of Property - 113.0
Net Cash Generated from/(used in) Investing Activities (B) (24,244.1) (14,402.5)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings

- Receipts 98,364.5 58,199.8
- Payments (33,735.7) (4,083.2)

Proceeds from Short Term Borrowings

- Receipts 293,522.9 245,558.8
- Payments (266,802.3) (203,335.9)

Finance Costs Paid (other than those attributable to financial

services operations) (2,442.2) (3,056.3)

Dividend Paid (35.2) (6,407.1)

Dividend Distribution Tax Paid - (1,317.4)

39
 Particulars As at March 31, As at March 31,
2017 2016

Net Cash Generated from / (Used In)Financing Activities (C) 88,872.0 85,558.7
Net Increase / (Decrease) in Cash & Cash Equivalents 1,151.1 (153.1)
[(A)+(B)+(C)]

Cash and Cash Equivalents as At April 1 (334.0) (180.9)

Cash and Cash Equivalents as At March 31 817.1 (334.0)

Cash and Cash Equivalents Comprise of :

Cash on Hand 0.6 0.4
Bank Overdraft (133.9) (411.2)
Balances with Scheduled Banks in Current Accounts 950.4 76.8
817.1 (334.0)

Note: During the year, our Company was issued shares amounting to ₹ 11,039.8 million (previous year NIL) against transfer
of specified assets and borrowings to its wholly owned subsidiary, Piramal Finance Limited (formerly known as Piramal
Finance Private Limited).

40
Consolidated Balance Sheet as at March 31, 2017 and March 31, 2016 under Ind AS

₹ in Millions
As at March 31, 2017 As at March 31, 2016
ASSETS
Non-Current Assets
(a) Property, Plant & Equipment 14,650.5 13,358.5
(b) Capital Work in Progress 7,323.7 2,868.5
(c) Goodwill 54,271.9 54,853.8
(d) Other Intangible Assets 30,804.6 7,040.5
(e) Intangible Assets under development 1,472.6 681.7
(f) Investments accounted for using the equity method 27,525.4 25,971.8
(g) Financial Assets:
(i) Investments 189,641.2 130,851.2
(ii) Loans 58,351.5 20,737.8
(iii) Other Financial Assets 519.0 248,511.7 1,077.5 152,666.5
(h) Deferred tax assets (Net) 6,252.1 3,179.3
(i) Other non-current assets 3,991.4 4,248.3

Total Non-Current Assets 394,803.9 264,868.9

Current Assets
(a) Inventories 7,230.7 7,237.7
(b) Financial Assets:
(i) Investments 34,639.5 6,344.0
(ii) Trade receivables 11,077.4 9,708.1
(iii) Cash & Cash equivalents 14,904.4 2,979.8
(iv) Bank balances other than (iii) above 504.6 679.6
(v) Loans 15,005.8 14,594.5
(vi) Other Financial Assets 1,836.2 77,967.9 1,377.8 35,683.8
(c) Other current assets 2,232.0 2,006.7
(d) Asset classified as held for sale 159.1 -

Total Current Assets 87,589.7 44,928.2

Total Assets 482,393.6 309,797.1

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 345.1 345.1

(b) Other equity 148,480.6 129,138.4
Equity attributable to owners of Piramal Enterprises 148,825.7 129,483.5
Limited

Non-controlling interests 132.1 1.2

Total equity 148,957.8 129,484.7

Liabilities
Non-current liabilities
(a) Financial Liabilities:
(i) Borrowings 144,956.9 74,740.0
(ii) Other Financial Liabilities 1,504.8 146,461.7 471.6 75,211.6
(b) Provisions 735.9 713.7
(c) Deferred tax liabilities (Net) 307.5 302.6
(d) Other Non-Current Liabilities 352.3 283.0

Total Non-Current Liabilities 147,857.4 76,510.9

Current liabilities
(a) Financial Liabilities:

41
 As at March 31, 2017 As at March 31, 2016
(i) Borrowings 120,794.8 68,289.3
(ii) Trade payables 7,642.9 7,025.6
(iii) Other Financial Liabilities 51,126.1 179,563.8 22,472.2 97,787.1
(b) Other Current Liabilities 4,505.1 4,589.2
(c) Provisions 1,134.7 1,186.5
(d) Current Tax Liabilities (Net) 374.8 238.7

Total Current Liabilities 185,578.4 103,801.5

Total Liabilities 333,435.8 180,312.4

Total Equity & Liabilities 482,393.6 309,797.1

42
Consolidated Statement of Profit and Loss for the years ended March 31, 2017 and March 31, 2016 under Ind AS

₹ in Millions
Year ended March 31, Year ended March 31,
2017 2016
Revenue from operations 85,467.5 63,814.8
Other Income (Net) 2,337.5 2,516.6

Total Income 87,805.0 66,331.4

Expenses

Cost of materials consumed 11,220.2 12,614.8

Purchases of Stock-in-Trade 2,686.4 1,091.3
Changes in inventories of finished goods, work-in-progress and 104.4 (646.7)
stock-in-trade
Excise Duty 431.0 399.7
Employee benefits expense 17,938.7 16,830.5
Finance costs 20,309.8 9,590.7
Depreciation and amortization expense 3,817.0 2,554.5
Other expenses 18,095.4 16,752.8

Total Expenses 74,602.9 59,187.6

Profit before exceptional items, share of net profits of 13,202.1 7,143.8

investments accounted for using equity method and tax

Share of net profit of associates and joint ventures accounted for 1,699.0 1,942.1
using the equity method

Profit before exceptional items and tax 14,901.1 9,085.9

Exceptional Items (99.5) 456.6

Profit Before Tax 14,801.6 9,542.5

Less: Income Tax Expense

Current Tax 4,854.6 2,984.2

Deferred Tax (2,573.4) (2,489.1)
2,281.2 495.1

Profit for the year 12,520.4 9,047.4

Other Comprehensive Income / (Expense) (OCI), net of tax

expense:
A. Items that will not be reclassified to profit or loss
(a) Changes in fair values of equity instruments through OCI 8,463.5 (6,926.4)
(b) Remeasurement of Post Employment Benefit Obligations (29.0) (91.7)
(c) Share of other comprehensive income of associates (1.3) -
accounted for using the equity method
Less: Income Tax Impact on above 14.1 10.2
8,447.3 (7,007.9)

B. Items that will be reclassified to profit or loss

(a) Deferred gains / (losses) on cash flow hedge 47.0 -
(b) Exchange differences on translation of foreign operations (2,174.8) 977.8
Less: Income Tax Impact on above 499.4 (1,628.4) - 977.8

Other Comprehensive Income (OCI) for the year, net of tax 6,818.9 (6,030.1)
expense

43
 Year ended March 31, Year ended March 31,
2017 2016
Total Comprehensive Income / (Expense) for the year 19,339.3 3,017.3

Profit is attributable to:

Owners of Piramal Enterprises Limited 12,523.3 9,047.4
Non-Controlling interests (2.9) -
12,520.4 9,047.4
Other comprehensive income is attributable to:
Owners of Piramal Enterprises Limited 6,818.9 (6,030.1)
Non-Controlling interests -
6,818.9 (6,030.1)
Total comprehensive income is attributable to:
Owners of Piramal Enterprises Limited 19,342.2 3,017.3
Non-Controlling interests (2.9) -
19,339.3 3,017.3

Earnings Per Share (Basic and Diluted) ( ₹) (Face value of ₹ 72.6 52.4
2/- each)

44
Consolidated Cash Flow Statement for the years ended March 31, 2017 and March 31, 2016 under Ind AS

₹ in Millions
Year ended Year ended
March 31, 2017 March 31, 2016
A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before exceptional items, share of net profits of investments accounted for 13,202.1 7,143.8
using equity method and tax
Adjustments for :
Depreciation and amortisation expense 3,817.0 2,554.5
Amortisation of leasehold land 0.7 0.7
Remeasurement of net defined benefits 4.4 -
Finance Costs attributable to other than financial services operations 4,365.0 3,733.4
Interest Income on Loans and bank deposits (998.0) (980.6)
Measurement of financial assets at FVTPL (481.8) 57.6
Dividend on Current Investments at FVTPL - (73.1)
Loss on Sale of Property Plant and Equipment 71.6 22.9
Capital Work in Progress written off - 47.2
Property, Plant and Equipment written off - 62.1
Advances Written Off - 2.1
Write back of contingent consideration - (138.6)
Write-down of Inventories 89.3 65.9
Expected Credit Loss on Financial Assets (including Commitments) 1,549.8 1,677.4
Expected Credit Loss on Trade Receivables 78.7 86.5
Recognition of lease rent expense on straight-line method (8.4) 79.4
Fair valuation of leased accomodation 0.1 0.2
Unrealised foreign exchange (gain) / loss (262.9) (402.1)
Operating Profit Before Working Capital Changes 21,427.6 13,939.3

Adjustments For Changes In Working Capital :

Adjustments for (increase) / decrease in operating assets

- Trade receivables (1,301.7) (1,438.2)
- Other Current Assets (164.4) 304.9
- Other Non Current Assets 97.6 (248.0)
- Other Financial Assets - Non Current 30.2 (78.5)
- Other Financial Assets - Loans - Non Current (38,269.9) (10,664.8)
- Inventories 101.4 (769.5)
- Other Financial Assets - Current (915.4) (56.7)
- Other Financial Assets - Loans - Current (354.6) 1,697.5
- Other Bank Balances 28.1 (186.6)
- Amounts invested in Debentures and Others (Net) (77,581.1) (71,922.5)
- Mutual funds (1,853.3) -

Adjustments for increase / (decrease) in operating liabilities

- Trade Payables 568.0 272.1
- Long-term provisions 108.8 (36.4)
- Other Current Financial Liabilities (227.9) 700.9
- Other Current Liabilities (215.5) 328.7
- Short-term provisions 286.7 343.6
- Provisions for Grants - Committed (117.5) -
- Other Non-current Financial Liabilities 10.1 (24.9)
- Other Non-current Liabilities 69.3 238.8
- Interest accrued 2,540.6 1,761.5
Cash (Used in) Operations (95,732.9) (65,838.8)

- Taxes Paid (Net of Refunds) (4,560.5) (3,296.3)

Net Cash (Used in) Operating Activities Before Exceptional Items (100,293.4) (69,135.1)
Exceptional Items
- Cost associated with R&D scale down, net of recoveries - (354.9)

45
 Year ended Year ended
March 31, 2017 March 31, 2016
- Severance pay (99.5) (71.9)
Net Cash (Used in) Operating Activities (100,392.9) (69,561.9)

B. CASH FLOW FROM INVESTING ACTIVITIES

Payments for Purchase of Property Plant and Equipment / Intangible Assets (21,864.1) (6,995.6)
Proceeds from Sale of Property Plant and Equipment / Intangible Assets 739.0 14.5
Purchase of Current Investments:
- in Mutual Funds - (112,601.9)
Proceeds from Sale of Current Investments:
- in Mutual Funds - 113,813.9
Interest Received 987.2 980.2
Restricted Escrow deposit placed 331.9 (459.9)
Purchase of Equity Instruments - (10.7)
Bank balances not considered as Cash and cash equivalents
- Fixed deposits placed (912.5) (730.0)
- Matured 1,059.4 1,486.8
Dividend on Current Investments - 73.1
Dividend received from Associate 279.0 360.6
Investment in Associate (162.1) (51.0)
Amount paid on acquisition (4,500.7) (2,419.0)
Purchase of asset (held for sale) (159.1) -
Exceptional Items:
- Sale of Property - 113.0
- Sale of R&D assets - 37.1
- Sale of Piramal Clinical Research Business - 50.0
- Sale of BST-Cargel - 298.5
Net Cash (Used in) Investing Activities (24,202.0) (6,040.4)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings [Excludes Exchange Fluctuation Loss of ₹

50.07 Crores (Previous Year Gain ₹ 6.84 Crores) on reinstatement of Foreign
Currency Loan]
- Receipts 193,026.2 58,199.8
- Payments (95,600.3) (11,344.7)

Proceeds from Short Term Borrowings [Excludes Exchange Fluctuation Loss of ₹

NIL (Previous Year Loss ₹ 5.97 Crores) on reinstatement of Foreign Currency
Loan]
- Receipts 469,441.5 247,382.7
- Payments (426,959.0) (207,476.8)

Finance Costs Paid (other than those attributable to financial services operations) (4,168.6) (3,597.5)

Dividend Paid (35.2) (6,407.1)

Dividend Distribution Tax Paid - (1,317.4)

Net Cash Generated from Financing Activities 135,704.6 75,439.0

Net (Decrease) / Increase in Cash & Cash Equivalents [(A)+(B)+(C)] 11,109.7 (163.3)

Cash and Cash Equivalents as at April 1 2,265.7 2,333.5

Add: Effect of exchange fluctuation on cash and cash equivalents (121.1) 80.2
Add: Cash balance acquired 387.8 15.3

46
 Year ended Year ended
March 31, 2017 March 31, 2016
Cash and Cash Equivalents as at March 31 13,642.1 2,265.7

Cash and Cash Equivalents Comprise of :

Cash on Hand 4.8 71.6
Balance with Scheduled Banks in Current Accounts 2,645.2 2,908.2
Fixed Deposit with original maturity of less than 3 months 12,254.4 -
Bank Overdraft (1,262.3) (714.1)
13,642.1 2,265.7

47
 GENERAL INFORMATION

Our Company was originally incorporated as Indian Schering Limited on April 26, 1947 under the provisions of the Companies
Act, 1913. Subsequently, the name of our Company was changed to Nicholas Laboratories India Limited with effect from
September 27, 1979 and to Nicholas Piramal India Limited with effect from December 2, 1992. Subsequently, the name of our
Company was changed to Piramal Healthcare Limited with effect from May 13, 2008 and to Piramal Enterprises Limited with
effect from July 31, 2012.

Registered Office of our Company

Piramal Ananta, Agastya Corporate Park

Opposite Fire Brigade, Kamani Junction, LBS Marg
Kurla (West), Mumbai – 400 070
Tel: (91 22) 3046 6666
Fax: (91 22) 2490 2363
Website: www.piramal.com
Corporate Identity Number: L24110MH1947PLC005719
E-mail: [email protected]

Address of the RoC

Our Company is registered with the RoC, which is situated at the following address:
Registrar of Companies
Everest, 5th Floor
100, Marine Drive
Mumbai 400 002

Company Secretary and Compliance Officer

Leonard D’Souza
Company Secretary and Compliance Officer
Piramal Ananta, Agastya Corporate Park
Opposite Fire Brigade, Kamani Junction, LBS Marg
Kurla (West), Mumbai – 400 070
Tel: (91 22) 3046 6666
Fax: (91 22) 2490 2363
Email: [email protected]

Lead Manager to the Issue

Kotak Mahindra Capital Company Limited

1st Floor, 27 BKC, Plot No. 27 G Block
Bandra Kurla Complex,
Bandra (East)
Mumbai 400 051
Tel: (91 22) 4336 0000
Fax: (91 22) 6713 2447
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Contact person: Ganesh Rane
Website: www.investmentbank.kotak.com
SEBI registration number: INM000008704

Legal Advisor to our Company as to Indian law

Cyril Amarchand Mangaldas

5th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400 013
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666

48
Legal Advisor to the Lead Manager as to Indian law

Trilegal
Peninsula Business Park
17th Floor, Tower B
Ganpat Rao Kadam Marg
Lower Parel (West)
Mumbai -400013
Tel: (91 22) 4079 1000
Fax: (91 22) 4079 1098

Statutory Auditors of our Company

M/s. Deloitte Haskins & Sells LLP

Chartered Accountants
Indiabulls Finance Centre Tower 3, 27th-32nd Floor
Senapati Bapat Marg, Elphinstone Road (W)
Mumbai – 400013
Tel: (91 22) 6185 4000
Fax: (91 22) 6185 4001
Firm registration no. 117366W/W-100018

Erstwhile statutory auditors of our Company

M/s Price Waterhouse

Chartered Accountants
252, Veer Savarkar Marg
Shivaji Park, Dadar (West)
Mumbai - 400028, India.
Tel: (91 22) 6669 1000
Fax: (91 22) 66547 8000
Firm registration no. 301112E

Registrar to the Issue

Link Intime India Private Limited

C-101, 247 Park
L B S Marg , Vikhroli (West)
Mumbai 400 083
Tel: (91 22) 4918 6200
Fax: (91 22) 4918 6195
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Contact person: Sumeet Deshpande
Website: www.linkintime.co.in
SEBI registration number: INR000004058

Investors may contact the Registrar to the Issue or our Company Secretary and Compliance Officer for any pre-Issue or post-
Issue related matters. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy
to the SCSB, giving full details such as name, address of the Applicant, number of Equity Shares applied for, amount blocked,
ASBA Account number and the Designated Branch of the SCSB where the CAF, or the plain paper application, as the case
may be, was submitted by the ASBA Investors. For details on the ASBA process, see “Terms of the Issue” on page 380.

Experts

Our Company has received consent from its Statutory Auditors, M/s. Deloitte Haskins & Sells LLP through its letter dated
November 7, 2017 and its erstwhile statutory auditors M/s Price Waterhouse through its letter dated November 7, 2017 to
include their names as required under Section 26(1)(v) of the Companies Act, 2013 in this Draft Letter of Offer and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of the Limited Review Financial Information
and the Audited Financial Statements, respectively, and such consents have not been withdrawn as of the date of this Draft
Letter of Offer.

Further, our Company has received consent from Bansi S. Mehta & Co through their letter dated November 6, 2017 to include
their name as required under Section 26(1)(v) of the Companies Act, 2013 in this Draft Letter of Offer and as an “expert” as

49
defined under Section 2(38) of the Companies Act, 2013 in respect of the statement of tax benefits and such consent has not
been withdrawn as of the date of this Draft Letter of Offer.

Bankers to the Issue and Escrow Collection Banks

[●]

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website of SEBI
at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For a list of
branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated Intermediaries, please
refer to the above-mentioned link.

Issue Schedule

Issue Opening Date : [●], 2017

Last date for receiving requests for SAFs : [●], 2017
Issue Closing Date : [●], 2017
Date of Allotment (on or about) : [●], 2017
Date of credit (on or about) : [●], 2017
Date of listing (on or about) : [●], 2017

Statement of responsibilities

Kotak is the Sole Lead Manager to the Issue. The following table sets forth the responsibilities of the Lead Manager for various
activities:

Sr. No. Activity

1. Capital structuring with the relative components and formalities such as type of instrument, number of instruments
to be issued, etc.

2. Drafting, design and distribution of this Draft Letter of Offer, Abridged Letter of Offer, Letter of Offer, CAF, etc.
and memorandum containing salient features of this Draft Letter of Offer. The sole Lead Manager shall ensure
compliance with the SEBI Regulations, SEBI Listing Regulations and other stipulated requirements and completion
of prescribed formalities with the Stock Exchanges and SEBI.

3. Selection of various agencies connected with the Issue, namely Registrar to the Issue, printers, advertisement
agencies, and Monitoring Agency.

4. Assist drafting and approval of all publicity material including statutory advertisement, corporate advertisement,
brochure, corporate films, etc.

5. Formulating marketing strategy which will cover, inter alia, distribution of publicity and Issue materials including
application form, brochure and this Draft Letter of Offer.

6. Post-Issue activities, which shall involve essential follow-up steps including follow-up with Bankers to the Issue and
the SCSBs to get quick estimates of collection and advising our Company about the closure of the Issue, based on
correct figures, finalisation of the Basis of Allotment or weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds and coordination with various agencies connected with the post-
issue activity such as Registrar to the Issue, Bankers to the Issue, SCSBs, etc., and underwriting arrangement, if any.

Credit Rating

As the Issue is of Equity Shares, there is no credit rating required for the Issue.

Debenture Trustee

As the Issue is of Equity Shares, the appointment of a debenture trustee is not required.

Monitoring Agency

Our Company has appointed [●] as the monitoring agency to monitor the utilization of the Net Proceeds in terms of Regulation
16 of the SEBI Regulations.

50
Appraising Entity

None of the purposes for which the Net Proceeds are proposed to be utilized have been financially appraised by any banks or
financial institution or any other independent agency.

Book Building Process

As the Issue is a rights issue, the Issue shall not be made through the book building process.

Minimum Subscription

If our Company does not receive the minimum subscription of 90% of the Issue, our Company shall refund the entire
subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription
amount within 15 days after the Issue Closing Date, the Directors who are “officers in default” shall jointly and severally refund
that money along with interest at the rate of 15% per annum.

Underwriting

The Issue is not underwritten.

Principal Terms of Loans and Assets charged as security

For details in relation to the principal terms of loans and assets charged as security in relation to our Company, see “Financial
Statements” beginning on page 102.

51
 CAPITAL STRUCTURE

The share capital of our Company as at the date of this Draft Letter of Offer is set forth below:

(In ₹, except share data)

Aggregate value at face Aggregate Value at Issue
value Price
A AUTHORIZED SHARE CAPITAL
250,000,000 Equity Shares(1) 500,000,000 NA
3,000,000 non - cumulative redeemable preference 300,000,000 NA
shares of ₹ 100 each
24,000,000 cumulative redeemable preference 240,000,000 NA
shares of ₹ 10 each
105,000,000 unclassified shares of ₹ 2 each 210,000,000 NA

B ISSUED, SUBSCRIBED AND PAID-UP

CAPITAL BEFORE THE ISSUE(2)
172,563,100 Equity Shares 345,126,200 NA

C PRESENT ISSUE IN TERMS OF THIS DRAFT

LETTER OF OFFER
Up to [●] Equity Shares [●] [●]

D ISSUED, SUBSCRIBED AND PAID-UP

CAPITAL AFTER THE ISSUE(2)
Up to [●] Equity Shares(3) of ₹ 2 each [●] [●]

E ISSUED, SUBSCRIBED AND PAID-UP

CAPITAL AFTER THE ISSUE AND AFTER
CONVERSION OF CCDs
Up to [●] 1 Equity Shares of ₹ 2 each [●] -

F SECURITIES PREMIUM ACCOUNT

Before the Issue 36,900,000
After the Issue [●]
(1) The face value of each equity share was ₹100 per equity share and subsequently, the face value of each equity share was
changed to ₹10 with effect from August 28, 1979. Further, the face value of equity share was changed to ₹2 with effect
from January 3, 2005.

(2) The Issue has been authorised by our Board of Directors through resolution dated October 12, 2017.

(3) This does not include the issued, subscribed and paid-up capital upon any conversion of CCDs prior to the completion of
Issue.

Notes to the Capital Structure

1. Shareholding Pattern of our Company as per the last filing with the Stock Exchanges

(i) The equity shareholding pattern of our Company as on September 30, 2017, is as follows:

Category Category of No. of No. of fully Total no. of Shareholding Number of

Code Shareholder Shareholders paid up Equity Shares % calculated Equity Shares
Equity Shares held as per SCRR, held in
held 1957, as a % dematerialize
of (A+B+C2) d form (Not
Applicable)
(I) (II) (III) (IV) (V) (VI) (VII)
(A) Promoter and 15 88,713,272 88,713,272 51.41 88,713,272
Promoter
Group
(B) Public 1,00,792 82,016,286 82,016,286 47.53 73,689,566

52
 Category Category of No. of No. of fully Total no. of Shareholding Number of
Code Shareholder Shareholders paid up Equity Shares % calculated Equity Shares
Equity Shares held as per SCRR, held in
held 1957, as a % dematerialize
of (A+B+C2) d form (Not
Applicable)
(C1) Shares 0.00
underlying
DRs
(C2) Shares held by 1 1,833,542 1,833,542 1.06 1,833,542
Employee
Trust
(C) Non Promoter- 1 1,833,542 1,833,542 1.06 1,833,542
Non Public
GRAND 100,808 172,563,100 172,563,100 100.00 164,236,380
TOTAL
(A+B+C) :

(ii) Statement showing holding securities (including Equity Shares, warrants, convertible securities) of persons belonging
to the category “Promoter and Promoter Group” as at September 30, 2017:

Category of shareholder Nos. of No. of fully Total nos. Shareholding Number of

shareholders paid up equity shares held as a % of total equity shares
shares held no. of shares held in
(calculated as dematerialize
per SCRR, d form
1957)As a %
of (A+B+C2)
A1) Indian 0.00
Individuals/Hindu undivided 9 651,506 651,506 0.38 651,506
Family
Ajay Piramal 1 103,702 103,702 0.06 103,702
Dr. (Mrs.) Swati A. Piramal 1 1,167 1,167 0.00 1,167
Mr. Anand Piramal 1 265,406 265,406 0.15 265,406
Ms. Nandini Piramal 1 96,406 96,406 0.06 96,406
Mrs. Lalita G. Piramal 1 604 604 0.00 604
Mr. Peter DeYoung 1 98,000 98,000 0.06 98,000
Ms. Anya Piramal DeYoung 1 43,000 43,000 0.02 43,000
Master Dev Piramal 1 38,000 38,000 0.02 38,000
DeYoung
Ajay Piramal (Karta of Ajay 1 5,221 5,221 0.00 5,221
Piramal HUF)
Any Other (specify) 6 88,061,766 88,061,766 51.03 88,061,766
AASAN Info Solutions 1 52,010 52,010 0.03 52,010
(India) Pvt. Ltd.
PRL Realtors LLP 1 8,600,000 8,600,000 4.98 8,600,000
The Ajay Piramal Foundation 1 833,250 833,250 0.48 833,250
The Sri Krishna Trust through 1 75,448,452 75,448,452 43.72 75,448,452
its Trustee Ajay Piramal
Piramal Welfare Trust 1 3,033,113 3,033,113 1.76 3,033,113
(Formerly known as The
Piramal Enterprise Executives
Trust)
Piramal Life Sciences 1 94,941 94,941 0.06 94,941
Limited - Senior Employees'
Stock Option Trust
AASAN Corporate Solutions Nil Nil Nil Nil Nil
Pvt. Ltd.
Adelwise Invetments Pvt. Nil Nil Nil Nil Nil
Ltd.
Akshar Fincom Pvt. Ltd. Nil Nil Nil Nil Nil
Alpex Enterprises Pvt. Ltd. Nil Nil Nil Nil Nil
Alpex Holdings Pvt. Ltd. Nil Nil Nil Nil Nil

53
 Category of shareholder Nos. of No. of fully Total nos. Shareholding Number of
shareholders paid up equity shares held as a % of total equity shares
shares held no. of shares held in
(calculated as dematerialize
per SCRR, d form
1957)As a %
of (A+B+C2)
Alpex InfraConstructions Pvt. Nil Nil Nil Nil Nil
Ltd.
B M K Laboratories Pvt. Ltd. Nil Nil Nil Nil Nil
Brickex Advisors Pvt. Ltd. Nil Nil Nil Nil Nil
Gerah Enterprises Pvt. Ltd. Nil Nil Nil Nil Nil
Glider Buildcon Realtors Pvt. Nil Nil Nil Nil Nil
Ltd.
IndiaVenture Advisors Pvt. Nil Nil Nil Nil Nil
Ltd.
Kaivalya Education Nil Nil Nil Nil Nil
Foundation
Montane Ventures Pvt. Ltd. Nil Nil Nil Nil Nil
Nicholas Piramal Pharma Pvt. Nil Nil Nil Nil Nil
Ltd.
Nival Developers Pvt. Ltd. Nil Nil Nil Nil Nil
PCE Developers Pvt. Ltd. Nil Nil Nil Nil Nil
PCSL InfraConstructions & Nil Nil Nil Nil Nil
Merchandising Pvt. Ltd.
PDL Properties LLP Nil Nil Nil Nil Nil
PDL Realty Pvt. Ltd. Nil Nil Nil Nil Nil
PEL Asset Resurgence Nil Nil Nil Nil Nil
Advisory Pvt. Ltd.
PEL Finhold Pvt. Ltd. Nil Nil Nil Nil Nil
PEL Management Sevices Nil Nil Nil Nil Nil
Pvt. Ltd.
PHL Fininvest Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Advanced Systems Nil Nil Nil Nil Nil
Pvt. Ltd.
Piramal Aerospace Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Aerostructures Pvt. Nil Nil Nil Nil Nil
Ltd
Piramal Agriculture Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Architects & Nil Nil Nil Nil Nil
Engineers Pvt. Ltd.
India Resurgence ARC Nil Nil Nil Nil Nil
Private Limited (Formerly
known as Piramal Assets
Reconstruction Private
Limited)
Piramal Auto Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Biotech Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Building Material Nil Nil Nil Nil Nil
and Cement Pvt. Ltd.
Piramal Chemtech and Nil Nil Nil Nil Nil
Fertilizers Pvt. Ltd.
Piramal Commercial Estates Nil Nil Nil Nil Nil
LLP
Piramal Consumer Products Nil Nil Nil Nil Nil
Pvt. Ltd.
Piramal Corporate Services Nil Nil Nil Nil Nil
Ltd.
Piramal Data Integrity Private Nil Nil Nil Nil Nil
Ltd.
Piramal Defence Equipments Nil Nil Nil Nil Nil
Pvt. Ltd.

54
 Category of shareholder Nos. of No. of fully Total nos. Shareholding Number of
shareholders paid up equity shares held as a % of total equity shares
shares held no. of shares held in
(calculated as dematerialize
per SCRR, d form
1957)As a %
of (A+B+C2)
Piramal Electrosystems Pvt. Nil Nil Nil Nil Nil
Ltd
Piramal Entertainment Pvt. Nil Nil Nil Nil Nil
Ltd.
Piramal e-Shopping Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Estates Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Finance Ltd. Nil Nil Nil Nil Nil
Piramal Flight Systems Pvt. Nil Nil Nil Nil Nil
Ltd.
Piramal Forging Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Foundation for Nil Nil Nil Nil Nil
Education Leadership
Piramal Fund Management Nil Nil Nil Nil Nil
Pvt. Ltd.
Piramal Glass Ltd. Nil Nil Nil Nil Nil
Piramal Foundation Nil Nil Nil Nil Nil
Piramal Higher Education Nil Nil Nil Nil Nil
Pvt. Ltd.
Piramal Hospitality Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal International Nil Nil Nil Nil Nil
Consultants Pvt. Ltd.
Piramal Investment Advisory Nil Nil Nil Nil Nil
Services Pvt. Ltd.
Piramal Management Nil Nil Nil Nil Nil
Services Pvt ltd.
Piramal Media Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Metals Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Natural Resources Nil Nil Nil Nil Nil
Pvt. Ltd.
Piramal Offsore Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Oil & Gas Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Packaging Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Phytocare Limited Nil Nil Nil Nil Nil
Piramal Projects & Nil Nil Nil Nil Nil
Constructions Pvt. Ltd.
Piramal Realty Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Residences Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Retail Private Nil Nil Nil Nil Nil
Limited
Piramal Security Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Shipyard Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Sports Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Systems & Nil Nil Nil Nil Nil
Technologies Pvt. Ltd.
Piramal Televentures Pvt. Nil Nil Nil Nil Nil
Ltd.
Piramal Texturising Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Udgam Data Nil Nil Nil Nil Nil
Management Solutions
Piramal Urban Transport Nil Nil Nil Nil Nil
Network Pvt. Ltd.
Piramal Water Pvt. Ltd. Nil Nil Nil Nil Nil
PRL Agastya Pvt. Ltd Nil Nil Nil Nil Nil
PRL Developers Pvt. Ltd. Nil Nil Nil Nil Nil

55
 Category of shareholder Nos. of No. of fully Total nos. Shareholding Number of
shareholders paid up equity shares held as a % of total equity shares
shares held no. of shares held in
(calculated as dematerialize
per SCRR, d form
1957)As a %
of (A+B+C2)
PRL InfraConstructions & Nil Nil Nil Nil Nil
Developers Pvt. Ltd.
PRL Properties LLP Nil Nil Nil Nil Nil
Propiedades Realties Pvt. Ltd. Nil Nil Nil Nil Nil
Thaler Developers Pvt. Ltd. Nil Nil Nil Nil Nil
The Piramal Art Foundation Nil Nil Nil Nil Nil
The Sri Gopikrishna Trust Nil Nil Nil Nil Nil
The Sri Govinda Trust Nil Nil Nil Nil Nil
The Sri Hari Trust Nil Nil Nil Nil Nil
The Swastik Safe Deposit & Nil Nil Nil Nil Nil
Investments Ltd.
Thoughtful Realtors Pvt. Ltd. Nil Nil Nil Nil Nil
V3 Designs LLP Nil Nil Nil Nil Nil
Vulcan Investments Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Corporate & Nil Nil Nil Nil Nil
Management Services Pvt.
Ltd.
Nithyam Realty Private Nil Nil Nil Nil Nil
Limited
Anutham Realty Private Nil Nil Nil Nil Nil
Limited
Sreekovil Realty Private Nil Nil Nil Nil Nil
Limited
Swati Piramal Trust Nil Nil Nil Nil Nil
Nandini Piramal Trust Nil Nil Nil Nil Nil
Anand Piramal Trust Nil Nil Nil Nil Nil
The Gulita Trust Nil Nil Nil Nil Nil
Piramal Sons Pvt. Ltd. Nil Nil Nil Nil Nil
Piramal Trusteeship Services Nil Nil Nil Nil Nil
Pvt. Ltd
Sub Total A1 15 88,713,272 88,713,272 51.41 88,713,272
A2) Foreign 0.00
A=A1+A2 15 88,713,272 88,713,272 51.41 88,713,272

(iii) Statement showing holding of securities (including Equity Shares, warrants, convertible securities) of persons
belonging to the category “Public” and holding more than 1% of the total number of Equity Shares as on September
30, 2017:

Category & No. of No. of fully Total no. Shareholding No of Total Number of
Name of the shareholder paid up shares held % calculated Voting as a % equity shares
Shareholders equity as per SCRR, Rights of held in
shares held 1957 As a % Total dematerialized
of (A+B+C2) Voting form
right
B1) Institutions 0 0 0.00 0.00
Mutual Funds/ 70 1,270,842 1,270,842 0.74 1,270,842 0.74 1,266,448
Alternate 1 22,623 22,623 0.01 22,623 0.01 22,623
Investment
Funds
Foreign 468 46,530,374 46,530,374 26.96 46,530,374 26.96 46,530,118
Portfolio
Investors
East Bridge 1 6,007,666 6,007,666 3.48 6,007,666 3.48 6,007,666
Capital Master
Fund Limited

56
 Category & No. of No. of fully Total no. Shareholding No of Total Number of
Name of the shareholder paid up shares held % calculated Voting as a % equity shares
Shareholders equity as per SCRR, Rights of held in
shares held 1957 As a % Total dematerialized
of (A+B+C2) Voting form
right
Morgan Stanley 1 5,656,789 5,656,789 3.28 5,656,789 3.28 5,656,789
Asia (Singapore)
Pte.
Aberdeen Global 1 2,903,727 2,903,727 1.68 2,903,727 1.68 2,903,727
Indian Equity
Limited
Financial 22 4,563,997 4,563,997 2.64 4,563,997 2.64 4,563,043
Institutions/
Banks
Life Insurance 1 4,460,157 4,460,157 2.58 4,460,157 2.58 4,460,157
Corporation of
India
Insurance 1 900,000 900,000 0.52 900,000 0.52 900,000
Companies
Any Other 1 333 333 0.00 333 0.00 333
(specify)
Foreign Bank 1 333 333 0.00 333 0.00 333
Sub Total B1 563 53,288,169 53,288,169 30.88 53,288,169 30.88 53,282,565
B2) Central 0 0 0.00 0.00
Government/
State
Government(s)/
President of
India
Central 1 213 213 0.00 0.00 213
Government/
State
Government(s)/
President of
India
Sub Total B2 1 213 213 0.00 0.00 213
B3) Non- 0 0 0.00 0.00
Institutions
Individual share 95,363 19,067,701 19,067,701 11.05 19,067,701 11.05 15,139,837
capital upto ₹ 2
Lacs
Individual share 7 1,256,863 1,256,863 0.73 1,256,863 0.73 1,256,863
capital in excess
of ₹ 2 Lacs
Any Other 4,858 8,403,340 8,403,340 4.87 8,403,340 4.87 4,010,088
(specify)
Trusts 23 18,534 18,534 0.01 18,534 0.01 18,534
Foreign 2 40 40 0.00 40 0.00 40
Individuals
HUF 1,461 400,135 400,135 0.23 400,135 0.23 400,135
Foreign 2 4,316,911 4,316,911 2.50 4,316,911 2.50 Nil
Companies
Indiahold Ltd. 1 4,176,468 4,176,468 2.42 4,176,468 2.42 Nil
Non Resident 683 519,197 519,197 0.30 519,197 0.30 516,732
Indian (Non
Repat)
Non Resident 1,206 312,833 312,833 0.18 312,833 0.18 286,714
Indian (Repat)
Overseas 1 3,946 3,946 0.00 3,946 0.00 3,946
corporate bodies
Clearing 327 179,334 179,334 0.10 179,334 0.10 179,334
Members

57
 Category & No. of No. of fully Total no. Shareholding No of Total Number of
Name of the shareholder paid up shares held % calculated Voting as a % equity shares
Shareholders equity as per SCRR, Rights of held in
shares held 1957 As a % Total dematerialized
of (A+B+C2) Voting form
right
Bodies Corporate 1,153 2,652,410 2,652,410 1.54 2,652,410 1.54 2,604,653

Sub Total B3 100,228 28,727,904 28,727,904 16.65 28,727,904 16.65 20,406,788

B=B1+B2+B3 100,792 82,016,286 82,016,286 47.53 82,016,286 47.53 73,689,566

2. Except as disclosed below, no Equity Shares have been acquired by the Promoter or members of the Promoter Group
in the year immediately preceding the date of filing of this Draft Letter of Offer.

Sr. Name of the Promoter Date of the Stock Number of Price per Nature of
No. /Promoter Group entity Transaction Exchange Equity Equity Transaction
Shares Share
(in ₹)
1. Peter DeYoung September 1, N.A. 10,000 N.A. Off market -Gift
2017
2. Dr. Swati Piramal September 1, N.A. 10,000 N.A. Off market –
2017 Inter se transfer
3. Swati Piramal Trust through September 1, N.A. 10,000 N.A. Off market –
its trustees, Ajay Piramal 2017 Inter se transfer
and Swati Piramal
4. PRL Realtors LLP March 31, 2017 N.A. 8,600,000 N.A. Off market -Gift
5. Dr. Swati Piramal March 23, 2017 N.A. 8,600,000 N.A. Off market –
Inter se transfer
6. Swati Piramal Trust through March 23, 2017 N.A. 8,600,000 N.A. Off market
its trustees, Ajay Piramal
and Swati Piramal
7. Sri Krishna Trust through December 23, NSE 7,567 1,479.38* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
8. Sri Krishna Trust through December 22, NSE 2,000 1,489.79* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
9. Sri Krishna Trust through November 22, NSE 528 1,443.33* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
10. Sri Krishna Trust through November 21, NSE 19,779 1,443.63* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
11. Sri Krishna Trust through November 18, NSE 27,897 1,436.73* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
12. Sri Krishna Trust, through November 17, BSE/NSE 69,195 1,423.93* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
13. Sri Krishna Trust, through November 16, BSE/NSE 100,644 1,432.67* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
14. Sri Krishna Trust, through November 15, BSE/NSE 124,901 1,482.44* Open market
its trustees, Ajay Piramal 2016 purchase
and Swati Piramal
15. Swati Piramal Trust, November 10, N.A. 200,000 N.A. Off market –
through its trustees Ajay 2016 Inter se transfer
Piramal and Swati Piramal
* This is the gross acquisition price paid per Equity Share, which includes brokerage, securities transaction tax and other statutory
dues, as applicable.

58
 3. Details of outstanding instruments:

Pursuant to the resolutions dated May 12, 2017 and June 14, 2017 passed by our Board and Shareholders, respectively,
our Company has allotted 464,330 7.8% CCDs of face value of ₹ 107,600 convertible into 40 Equity Shares for an
amount aggregating up to ₹ 49,961.9 million to certain qualified institutional buyers by way of a qualified institutions
placement on October 25, 2017. The CCDs are listed on the Stock Exchanges. The maturity date of the CCDs is April
19, 2019 and the CCD holders have an option to convert the CCDs prior to such maturity date. As on the date of this
Draft Letter of Offer, 464,330 CCDs are outstanding.

Pursuant to Regulation 53 of the SEBI Regulations, terms of the CCDs disclosed in the resolution dated October 12,
2017, the CCD Holders have the right to participate in proportion to the CCDs in the Rights Issue, subject to applicable
laws and subject to a resolution being passed by our Board prior to the filing of the Letter of Offer, authorising further
issuance of Equity Shares, and the Equity Shares so reserved shall be issued at the time of conversion of the CCDs on
the same terms at which the Equity Shares are being issued under the Issue. This will result in further issue of Equity
Shares by our Company over and above the existing Issue Size of ₹20,000 million. There is no assurance that any of
such CCD Holders or all of them will exercise such right and participate in the Issue.

Employee Stock Ownership Plan – 2015

The Employee Stock Ownership Plan-2015 (“ESOP Scheme”) is being implemented through the trust on the
recommendation of compensation committee (being the Nomination and Remuneration Committee of our Company,
constituted for administration and superintendence of the ESOP Scheme). The ESOP Scheme has come into effect
from August 6, 2015, being the date of approval by the trustees of PEL Senior Employees Option Scheme on the
recommendation of the Nomination and Remuneration Committee. The ESOP Scheme has replaced the Piramal
Healthcare Employee Stock Ownership Plan 2006 and is applicable to all employees of our Company and our wholly
own Subsidiaries.

4. Except as described below, as on date of this Draft Letter of Offer, none of the Equity Shares held by any of the
Shareholders of our Company are locked in:

Sr. Name of Shareholder Number of Equity Locked-in Equity Shares as a percentage of

No. Shares total number of Equity Shares*
1. Promoter and Promoter Group 88,713,272 51.41%
* Pursuant to the resolutions dated May 12, 2017 and June 14, 2017 passed by our Board and Shareholders by way
of postal ballot, respectively, our Company has allotted 464,330 7.8% CCDs of face value of ₹ 107,600 convertible
into 40 Equity Shares for an amount aggregating up to ₹ 49,961.9 million to certain qualified institutional buyers
on October 25, 2017, by way of qualified institutions placement (QIP). In accordance with the terms of the QIP,
the Equity Shares held by the Promoter and members of the Promoter Group have been locked-in for a period of
90 days from the date of allotment of CCDs i.e. October 25, 2017.

5. Subscription to the Issue by the Promoter and the Promoter Group

Our Promoter, Ajay Piramal, together with other persons in the Promoter Group, intends to subscribe to the full extent
of the aggregate rights entitlement of the Promoter and Promoter Group in the Issue, and will further subscribe to such
number of additional Equity Shares in the Issue as may be required to ensure that the aggregate subscription in the
Issue shall be at least 90% of the Equity Shares offered in the Issue.

Our Company is in compliance, and shall remain in compliance, with the minimum public shareholding requirements
as prescribed under the SEBI LODR Regulations after the Issue.

6. None of the Equity Shares held by the Promoter or the members of the Promoter Group are pledged or otherwise
encumbered, as on date of this Draft Letter of Offer.

7. The Issue being a rights issue, as per Regulation 34(c) of the SEBI Regulations, the requirements of promoters’
contribution and lock-in are not applicable.

8. Our Company has not undertaken any public issue in the three years immediately preceding the date of this Draft Letter
of Offer.

9. Except for the CCDs, there are no outstanding warrants, options or rights to convert debentures, loans or other
instruments convertible into the Equity Shares as on the date of filing of this Draft Letter of Offer.

10. Except for the allotment of Equity Shares pursuant to conversion of CCDs, there will be no further issue of capital
whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period
commencing from submission of this Draft Letter of Offer until listing of Equity Shares.

59
11. The ex-rights price of the Equity Shares as per regulation 10(4)(b) of the Takeover Regulations is ₹ [●].

12. If our Company does not receive the minimum subscription of 90% in this Issue or the subscription level falls below
90%, after the Issue Closing Date on the account of cheques being returned unpaid or withdrawal of applications, our
Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is
delay in the refund of the subscription amount by more than eight days after our Company becomes liable to pay the
subscription amount (i.e., 15 days after the Issue Closing Date), our Company will pay interest for the delayed period,
as prescribed under Section 39 of the Companies Act, 2013.

13. At any given time, there shall be only one denomination of the Equity Shares of our Company.

Except as disclosed in this Draft Letter of Offer, all Equity Shares are fully paid-up and there are no partly paid-up Equity
Shares as on the date of this Draft Letter of Offer. Further, the Equity Shares allotted pursuant to the Rights Issue, shall be fully
paid up. For further details on the terms of the Issue, see “Terms of the Issue” beginning on page 380.

60
 OBJECTS OF THE ISSUE

The objects of the Issue are to augment our capital base for the growth of our three business verticals i.e. financial services,
pharmaceuticals and healthcare insights & analytics. Our Company intends to utilize the Net Proceeds from the issue towards
funding of the following objects:

1. Investment in Piramal Finance Limited (“Piramal Finance”), a wholly owned subsidiary of our Company;

2. Repayment or pre-payment, in full or in part, of certain borrowings availed by our Company; and

3. General corporate purposes.

The main objects set out in the Memorandum of Association enable us to undertake our existing activities and the activities
through which the funds are being raised by our Company through this Issue.

Requirement of Funds

The details of the Net Proceeds are set forth in the following table:

(in ₹ million)
Particulars Estimated Amount
Gross proceeds 20,000
Less: Issue expenses [●](1)
Net Proceeds [●](1)
(1)
To be updated in the Letter of Offer at the time of filing with the Stock Exchanges.

Means of Finance

The Net Proceeds from the Issue will be used for augmenting capital base for the growth of our three business verticals i.e.
financial services, pharmaceuticals and healthcare insights & analytics, by investing in Piramal Finance, our wholly owned
Subsidiary and repayment or pre-payment, in full or in part, of certain borrowings availed by our Company. The funding
requirements mentioned above are based on the internal management estimates of our Company and have not been appraised
by any bank, financial institution or any other external agency. They are based on current circumstances of our business and
our Company may have to revise its estimates from time to time on account of various factors beyond its control, such as market
conditions, competitive environment, costs of commodities, interest or exchange rate fluctuations. Consequently, the funding
requirements of our Company and deployment schedules are subject to revision in the future at the discretion of our
management. If additional funds are required for the purposes mentioned above, such requirement may be met through internal
accruals, additional capital infusion, debt arrangements or any combination of them. Further, in the event of any shortfall of
funds for any of the activities proposed to be financed out of the Net Proceeds, our Company may re-allocate the Net Proceeds
to the activities where such shortfall has arisen, subject to compliance with applicable laws. Our Company proposes to meet
the entire funding requirements for the proposed objects of the Issue from the Net Proceeds and identifiable internal accruals.
Therefore, our Company is not required to make firm arrangements of finance through verifiable means towards at least 75%
of the stated means of finance, excluding the amount to be raised from the Issue.

Schedule of Implementation, Deployment of Funds and Utilization of Net Proceeds

The utilisation of the Net Proceeds will be in accordance with the table set forth below:

(in ₹ million)
Sr. No. Particulars Estimated Amount to be utilised
1. Investment in Piramal Finance, our wholly owned subsidiary for augmenting its 7,500
capital base for growth of business
2. Repayment or pre-payment, in full or part, of certain borrowings availed by our 10,000
Company
3. General corporate purposes []
Total []

Our Company proposes to deploy the entire Net Proceeds towards the objects as described herein during Fiscal 2018. However,
if the Net Proceeds are not completely utilised for the objects stated above by Fiscal 2018 due to factors including (i) any
conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil, or obtain waivers
for fulfilment of, such requirements, (ii) receipt of consents for prepayment from the respective lenders, (iii) terms and
conditions of such consents and waivers, (iv) levy of any prepayment penalties and the quantum thereof, and (v) other
commercial considerations, the same would be utilised (in part or full) in Fiscal 2019.

The details in relation to utilization of Net Proceeds of the Issue are set forth herein below.

61
1. Investment in one of our Subsidiaries, Piramal Finance for growth of its business

We intend to utilise a part of the Net Proceeds amounting to ₹ 7,500 million to make an investment in Piramal Finance.
The investment in Piramal Finance by our Company may be in the form of equity, inter-corporate deposits or advances.
The actual mode of investment has not been finalised as on the date of this Draft Letter of Offer. Piramal Finance is a
non-banking finance company and is involved in the business of inter alia providing financial and investment services.
The investment in Piramal Finance will be used for growth of its business. As a result of such investment, there will
be augmentation of capital base for the growth of our business on a consolidated basis.

2. Repayment or pre-payment, in full or part, of certain borrowings availed by our Company

Our Company has entered into various financing arrangements with banks and financial institutions. The borrowing
arrangements entered into by our Company comprise term loans, working capital loans, non-convertible debentures
and commercial papers. As of September 30, 2017, our Company had a total borrowings on a standalone basis
amounting to ₹ 141,806.9 million. Our Company proposes to utilize an amount of ₹ 10,000 million from the Net
Proceeds towards full or partial repayment or pre-payment of certain borrowings availed by our Company. Our
Company may repay or refinance some of its existing borrowings in the ordinary course of business. Accordingly, our
Company may utilise the Net Proceeds for repayment or pre-payment of any such refinanced loans or additional loan
facilities obtained by it. However, the aggregate amount to be utilized from the Net Proceeds towards repayment or
pre-payment of borrowings (including re-financed or additional loans availed, if any) would not exceed ₹ 10,000
million.

We believe that such repayment or pre-payment will help reduce our outstanding indebtedness and enable utilization
of our accruals for further investment in business growth and expansion. In addition, we believe that the leverage
capacity of our Company will improve significantly to raise further resources in the future to fund our potential
business development opportunities and plans to grow and expand our business in the coming years.

The following table provides details of certain borrowings of ₹ 14,590 availed by our Company which are currently
proposed to be fully or partially repaid or pre-paid from the Net Proceeds. The borrowings in the nature of NCDs set
out below have been listed on the stock exchanges in accordance with applicable laws:

(in ₹ million)
Sr. Name of the Lender / Nature of Interest Amount Principal Principal Repayment Purpose(1)
No. ISIN Number the Rate (%) borrowed amount amount Date/
borrowing outstanding proposed Schedule
as at to be
September repaid/
30, 2017 prepaid
1. INE140A08SJ4 NCD These 2,850 2,850 2,850 May 29, To repay
loans have 2018 the existing
2. INE140A08SO4 NCD a rate of 2,240 2,240 2,240 July 16, 2018 loan with
3. INE140A08SR7 NCD interest 2,000 2,000 2,000 July 20, 2018 interest
4. INE140A14RA3 CP ranging 1500 1000 100 March 22, accrued,
from 6%- 2018 payment of
5. EXIM Bank Bank loan 10% 1,000 1,000 1,000 March 29, transaction
2018 and other
6. Kotak Mahindra Bank Bank loan 1,000 1,000 1,000 March 23, related
2018 expenses
7. INE140A08SB1 NCD 1,000 1,000 1,000 March 16, and general
2018 corporate
8. NE140A08SG0 NCD 1,000 1,000 1,000 April 30, purposes
2018
9. INE140A08SI6 NCD 1,000 1,000 1,000 May 25,
2018
10. INE140A07336 NCD 500 500 500 June 6, 2018
11. INE140A08SC9 NCD 500 500 500 March 16,
2018

(1)
As certified by D.B. Ketkar & Co., Chartered Accountants (Firm Registration Number: 105007W vide its
certificate dated November 6, 2017. Further, the Chartered Accountants, have confirmed that these borrowings
have been utilized for the purposes for which they were availed, as provided in the relevant borrowing documents.

Some of our loan agreements and other financing arrangements provide for the levy of prepayment penalties or
premiums, which may be dependent on the repayment or pre-payment being made on dates other than those specified
in the relevant documents, to be calculated based on the amount outstanding / being prepaid, as applicable. See “Risk
Factors – Our Company proposes to utilize a portion of the Net Proceeds to repay or prepay certain loans availed by

62
 our Company, and the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets”
on page 16. We will take such provisions into consideration while deciding the loans to be repaid or pre-paid from the
Net Proceeds. Payment of such pre-payment penalty or premium, if any, shall be made by our Company out of the Net
Proceeds of the Issue. We may also be required to obtain consent or provide notice to some of our lenders prior to
prepayment or repayment.

The selection of borrowings proposed to be repaid and/ or pre-paid from our facilities provided above shall be based
on various factors, including (i) cost of the borrowings to our Company, including applicable interest rates; (ii) any
conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil, or obtain
waivers for fulfilment of, such requirements, (iii) receipt of consents for prepayment from the respective lenders, (iv)
terms and conditions of such consents and waivers, (v) levy of any prepayment penalties and the quantum thereof, (vi)
provisions of any law, rules, regulations governing such borrowings, and (vii) other commercial considerations
including, among others, the amount of the loan outstanding and the remaining tenor of the loan.

Given the nature of these borrowings and the terms of repayment or pre-payment, the aggregate outstanding borrowing
amounts may vary from time to time. In addition to the above, we may, from time to time, enter into further financing
arrangements and draw down funds thereunder. In such cases or in case any of the above borrowings are repaid or pre-
paid or further drawn-down prior to the completion of the Issue, we may utilize the Net Proceeds towards repayment
or pre-payment of such additional indebtedness.

3. General Corporate Purposes

Our Company intends to deploy the balance Net Proceeds aggregating to ₹ [] towards general corporate purposes,
subject to such utilization not exceeding 25% of the Gross Proceeds, in compliance with applicable laws, to drive our
business growth, including, amongst other things, (a) brand building and other marketing expenses; (b) funding growth
opportunities, including strategic initiatives; (c) acquiring assets, such as plant and machinery, furniture and fixtures,
and intangibles; (d) meeting any expenses incurred in the ordinary course of business by our Company and its
Subsidiaries, including salaries and wages, rent, administration expenses, insurance related expenses, and the payment
of taxes and duties; (e) meeting our working capital requirements including payment of interest on borrowings; (f)
investment in debentures, including non-convertible debentures and inter corporate deposits in the ordinary course of
business; (g) meeting of exigencies which our Company may face in course of any business and (h) any other purpose
as permitted by applicable laws and as approved by our Board or a duly appointed committee thereof.

In addition to the above, certain additional funds may be raised by our Company pursuant to exercise of the right of
reservation to participate in the Issue by the CCD Holders. There is no assurance that any of such CCD Holders or all
of them will exercise such right and participate in the Issue. Such additional funds raised shall by utilised by our
Company for the purposes of any of the objects set out above. For further details in relation to reservation in favour of
the CCD Holders, see “Capital Structure – Details of outstanding instruments” and “Terms of the Issue – Reservation
in favour of CCD Holders” on page 59 and 381, respectively.

4. Estimated Issue related expenses

The Issue related expenses include, among others, fees to various advisors, printing and distribution expenses,
advertisement expenses, and registrar and depository fees. The estimated Issue related expenses are as follows:

(in ₹ million
Sr. Activity Expense Amount Percentage of Total Percentage of
No. (in ₹ Estimated Issue Issue Size(1)
million)(1) Expenditure(1)
1. Fees of the Lead Manager [●] [●] [●]
2. Fees to the legal advisors, other [●] [●] [●]
professional services and statutory fees
3. Expenses relating to printing, [●] [●] [●]
distribution, marketing and stationery
expenses
4. Fees of Registrar to the Issue [●] [●] [●]
5. Advertising and marketing expenses [●] [●] [●]
6. Other expenses (including miscellaneous [●] [●] [●]
expenses and stamp duty)
Total estimated issue related expenses* [●] 100% [●]
* Subject to finalisation of Basis of Allotment. In case of any difference between the estimated Issue related expenses
and actual expenses incurred, the shortfall or excess shall adjusted with the amount allocated towards general
corporate purposes.
(1) To be updated in the Letter of Offer at the time of filing with the Stock Exchanges.

63
Interim use of proceeds

Our Company shall deposit the Net Proceeds, pending utilisation by depositing the same with scheduled commercial banks
included in second schedule of Reserve Bank of India Act, 1934.

Bridge Financing Facilities

Our Company has not availed any bridge loans from any bank or financial institution as on the date of this Draft Letter of Offer,
which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilisation of Funds

Our Company shall appoint a monitoring agency for the Issue prior to the filing of the Letter of Offer. Our Board will monitor
the utilisation of the proceeds of the Issue. We will disclose the utilisation of the proceeds of the Issue under a separate head
along with details, for all such proceeds of the Issue that have not been utilised, as is required under applicable laws. We will
indicate investments, if any, of unutilised proceeds of the Issue in the balance sheet of our Company for the relevant Fiscal
subsequent to the listing.

Pursuant to Regulation 18(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee, the uses and applications of the Net Proceeds. The report submitted by the Monitoring Agency will be placed before
the Audit Committee of our Company, so as to enable the Audit Committee to make appropriate recommendations to our Board.

Further, according to Regulation 32(1)(a) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges,
on a quarterly basis, a statement on material deviations, if any, in the utilization of the proceeds of the Issue from the objects of
the Issue as stated above. This information will also be published in newspapers simultaneously with the interim or annual
financial results after review by the Audit Committee and its explanation in the Director’s report in the Annual Report.

Other confirmations

No part of the Issue Proceeds will be paid by us to the Promoters and Promoter Group, the Directors, our Key Management
Personnel, Associates or Group Companies, except in the usual course of business.

64
 STATEMENT OF TAX BENEFITS

The Board of Directors

Piramal Enterprises Limited
Piramal Tower, Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai – 400013

November 6, 2017

Sub.: Issue of right shares of par value of Rs. 2 each at an issue price of Rs. 2,380 each (“Shares”) by Piramal
Enterprises Limited (“the Company”) in terms of Chapter IV of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations”) and as per
section 23 of the Companies Act, 2013 to the shareholders of the Company as on the stipulated record date
(“Issue”)

Dear Sir/Madam,

We hereby certify that the enclosed annexure sets out the details in relation to the tax benefits and consequences (as applicable)
under the provisions of the Income-tax Act, 1961, as amended (“IT Act”) (as applicable) presently in force in India, available
to shareholders, exercising or renouncing their rights in the mentioned rights issue and other persons in whose favour the rights
have been renounced (collectively termed as “subscribers”).

Based on the provisions of the IT Act, as amended by the Finance Act, 2017 (i.e. applicable for financial year 2017-18, relevant
to assessment year 2018-19) presently in force in India as on the signing date, the enclosed annexure provides details of all
material tax benefits and consequences relevant to the subscribers of the equity shares of an Indian company pursuant to the
rights issue under Chapter IV of the SEBI ICDR Regulations and section 23 of the Companies Act, 2013.

Several of these tax benefits and consequences are dependent on the subscribers fulfilling the conditions prescribed under the
relevant tax laws. Hence, the ability of the subscribers to derive the said tax benefits is dependent upon such conditions, which,
based on business imperatives a shareholder faces, it may or may not choose to fulfill.

The enclosed annexure is only intended to provide general information to the subscribers of the shares of the Company and is
neither designed nor intended to be a substitute for professional tax advice. A potential investor is advised to consult their own
tax consultant with respect to the tax implications of an investment in the shares, particularly in view of the fact that certain
recently enacted legislations may not have a direct legal precedent, or may have a different interpretation on the benefits, which
an investor can avail.

We do not express any opinion or provide any assurance as to whether:

(a) the subscribers will continue to obtain these benefits in future; or

(b) the conditions prescribed for availing the benefits have been / would be met: or

(c) the revenue authorities / courts will concur with the views expressed herein.

Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We
do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company or any
other person for any claims, liabilities or expenses whatsoever relating to this Statement.

We hereby consent to use the enclosed annexure in the draft letter of offer to be filed with the Securities and Exchange Board
of India and the letter of offer to be filed with SEBI, BSE Limited and National Stock Exchange of India Limited (collectively
referred to as the “Stock Exchanges”) where the rights shares of the Company are proposed to be listed.

We also consent to include our name as ‘Expert’ as described under section 2(38) and section 26 of the Companies Act, 2013,
as amended, in the draft letter of offer and letter of offer, for the purpose of issuance of the Statement of Tax Benefit referred
above.

The enclosed annexure is intended solely for your information and for inclusion in the draft letter of offer and the letter of offer,
as amended or supplemented thereto or any other written materials, in connection with the proposed Issue and is not to be used,
referred to or distributed for any other purpose without our prior consent.

65
In so far as the Company is concerned, no special tax benefit is available to the Company.

Place: Mumbai For BANSI S. MEHTA & CO.

Chartered Accountants
Firm Registration No. 100991W

Ronak G. Doshi
Partner
[Mem. No.116513]

Encl.: Annexure.

66
 TAXATION

The information provided below sets out the possible tax benefits available to the shareholders of an Indian company in a
summary manner only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and
disposal of the equity shares, under the current tax laws presently in force in India. Several of these benefits are dependent on the
shareholder fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the shareholder to derive the tax
benefits is dependent upon fulfilling such conditions, which, based on business imperatives a shareholder faces, may or may not
choose to fulfill. The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional
advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the
shares, particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may
have a different interpretation on the benefits, which an investor can avail.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE
INDIAN TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASE, OWNERSHIP AND DISPOSING OF
EQUITY SHARES IN YOUR PARTICULAR SITUATION.

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO OUR SHAREHOLDERS UNDER THE INCOME
TAX ACT, 1961, (“IT ACT”)

1. This statement sets out below the possible tax benefits available to our shareholders under the current tax laws presently
in force in India. Several of these benefits are dependent on such shareholders fulfilling the conditions prescribed under
the relevant tax laws. Hence, the ability of our shareholder to derive the tax benefits is dependent upon fulfilling
such conditions, which based on the business imperatives, the shareholder may or may not choose to fulfill;

2. This statement sets out below the provisions of law in a summary manner only and is not a complete analysis or listing
of all potential tax consequences of the subscription, ownership and disposal of the shares. This statement is only
intended to provide general information to the investors and is neither designed nor intended to be a substitute for a
professional tax advice. In view of the individual nature of tax consequences and the changing tax laws, each investor
is advised to consult their own tax consultant with respect to the specific tax implications arising out of their participation
in the issue;

3. In respect of non-residents, the tax rates and the consequent taxation, mentioned in this section shall be further
subject to any benefits available under the Double Taxation Avoidance Agreement (“DTAA”), if any, between
India and the country of residence of the non-resident.

The law stated below is as per the Income-tax Act, 1961 as amended from time to time.

I. RESIDENT SHAREHOLDERS:

1. We are required to pay Dividend Distribution Tax (“DDT”), currently at the rate of 20.358% (including applicable
surcharge and education cess) on the total amount distributed or declared or paid as dividend. Under section 10(34) of the
IT Act, income by way of dividends referred to in section 115-O of IT Act received on our shares is exempt from income-
tax in the hands of shareholders.

However, as per section 115BBDA of the IT Act, where the total income of a specified assessee, includes dividend
income, in aggregate exceeding Rs. 10 lakh, then such excess dividend shall be chargeable to tax at the rate of 10%
(plus applicable surcharge and education cess). The term ‘specified assessee’ is defined to mean a person other than

(i) a domestic company; or

(ii) a fund or institution or trust or any university or other educational institution or any hospital or other medical
institution referred to in sub-clause (iv) or sub-clause (v) or sub-clause (vi) or sub-clause (via) of section 10(23C);
or

(iii) a trust or institution registered under section 12A or section 12AA.

Also, it is pertinent to note that section 14A of the IT Act restricts the claim for deduction of expenses incurred in relation
to exempt income. Thus, any expense incurred to earn exempt dividend income is not an allowable expenditure.

Further, as per section 94(7) of the IT Act, losses arising from sale/transfer of shares, where such shares are purchased
within three months prior to the record date and sold within three months from the record date, will be disallowed to
the extent such loss does not exceed the amount of dividend claimed exempt.

2. The characterization of gains/losses, arising from sale of shares, as Capital Gains or Business Income would depend on the
nature of holding in the hands of the shareholder and various other factors.

67
3. Section 48 of the IT Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of
acquisition/improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital asset,
from the sale consideration to arrive at the amount of capital gains. However, in respect of Long Term Capital Gains,
(“LTCG”) i.e. gains from our shares, being transfer of shares of Indian company held for a period exceeding twelve months,
the second proviso to section 48 of the IT Act, permits substitution of cost of acquisition/improvement with the indexed
cost of acquisition/improvement, which adjusts the cost of acquisition/improvement by a cost inflation index, as prescribed
from time to time. The base year for indexation has been shifted from April 1, 1981 to April 1, 2001 and the cost of
acquisition of an asset acquired before April 1, 2001 would be allowed to be taken as fair market value as on April 1, 2001.

4. The period of holding for shares subscribed to by the shareholder on the basis of his right to subscribe to such shares or
subscribed to by the person in whose favour the shareholder has renounced his right to subscribe to such shares, shall be
reckoned from the date of allotment of such shares as provided under clause (d) to Explanation 1 to section 2(42A) of the
IT Act.

The period of holding in the hands of shareholder, for the shares which are renounced in favour of any person, shall be
reckoned from the date of the offer of such right shares by the Company as per clause (e) to Explanation 1 to section 2(42A)
of the Act.

5. Under section 10(38) of the IT Act, LTCG arising to a shareholder on transfer of equity shares would be exempt from tax
where the sale transaction has been entered into on a recognised stock exchange of India and is chargeable to Securities
Transaction Tax (“STT”).

Such exemption would be available, even though the transaction is not chargeable to STT, if such transaction is undertaken
on a recognized stock exchange located in any International Financial Services Centre and where the consideration is paid
or payable in foreign currency.

The exemption under section 10(38) of the IT Act would not be available, if such shares are purchased on or after
October 1, 2004 and are not chargeable to STT, unless such purchase transaction is notified by the Government. The
Central Board of Direct Taxes (“CBDT”) has vide Notification no. F. No. 43/2017 dated June 5, 2017 notified all
transactions of acquisition of equity shares entered into on or after October 1, 2004 which are not chargeable to STT ,
other than those specifically listed in the notification.

6. For the purpose of computation of ‘Capital Gains’, the ‘cost of acquisition’ as provided under section 55(2)(aa) of the IT Act
would be as under:

(a) in relation to the original shares, on the basis of which the shareholder becomes entitled to the right shares, the
amount actually paid for acquiring the original shares;

(b) in relation to renouncement of the right by the shareholder in favour of any person, to subscribe the shares, the cost
would be taken as NIL, in the hands of such shareholder;

(c) in relation to shares which the shareholder has subscribed on the basis of the said entitlement, the amount actually
paid by him for acquiring such asset;

(d) in relation to any shares purchased by any person in whose favour the right to subscribe to such asset has been
renounced, the aggregate of the amount of the purchase price paid by him to the person renouncing such right and
the amount paid by him to the Company for acquiring such shares;

7. Under section 112 of the IT Act and other relevant provisions of the IT Act, LTCG, (other than those exempt under
section 10(38) of the IT Act) arising on transfer of our shares would be subject to tax at the rate of 20% (plus applicable
surcharge and education cess) after indexation. The amount of such tax shall, however, be limited to 10% (plus applicable
surcharge and education cess) without indexation, at the option of the shareholder, in case the shares are listed. Further, no
deduction under Chapter VI-A would be allowed in computing LTCG subject to tax under section 112 of the IT Act.

8. As per section 115JB of the IT Act, income received by way of dividend (whether interim or final) which is exempt under
section 10(34) of the IT Act, by a company to which section 115JB is applicable, will be reduced while computing the
book profits However, any LTCG exempt under section 10(38) shall be taken into account in computing the book profits
under section 115JB.

9. Under section 54EC of the IT Act and subject to the conditions and to the extent specified therein, LTCG arising on
the transfer of our shares would be exempt from tax, if such capital gain is invested within 6 months after the date of such
transfer in the bonds (long term specified assets) issued by:

(i) National Highway Authority of India constituted under section 3 of The National Highway Authority of
India Act, 1988;

68
 (ii) Rural Electrification Corporation Limited, the company formed and registered under the Companies Act,
1956;

(iii) any other bonds notified by the Central Government in this behalf.

The investment in the long term specified assets is eligible for such deduction to the extent of Rs. 50 lakh, whether invested
during the financial year in which the asset is transferred or subsequent financial year.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as the cost of
long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is
transferred or converted into money within three years from the date of its acquisition, the amount of capital gains so
exempted shall be chargeable to tax as LTCG in the year of such transfer or conversion. For this purpose, if any loans
or advance is taken as against such specified securities, then such person shall be deemed to have converted such
specified securities into money. The cost of the long term specified assets, which has been considered under section
54EC for calculating capital gain, shall not be allowed as a deduction from the income under section 80C of the
IT Act.

10. Under section 54F of the IT Act and subject to the conditions and to the extent provided therein, LTCG (other than those
exempt under section 10(38) of the IT Act) arising in the hands of the shareholder, being an Individual or Hindu Undivided
Family, on transfer of our shares would be exempt from tax, if the net consideration from such transfer is utilized, for
purchase within a period of 1 year before or 2 years after the date on which the transfer took place, or for construction within
a period of 3 years after the date of such transfer, of one residential house in India (“new asset”).

However, the said exemption shall not be available, if the shareholder:

(a) Owns more than one residential house, other than the new asset, on the date of transfer of our shares; or

(b) Purchases any residential house, other than the new asset, within a period of 1 year after the date of transfer of our
shares; or

(c) Constructs any residential house, other than the new asset, within a period of 3 years after the date of transfer of
our shares;

and

(d) The income from such residential house, other than the one residential house owned on the date of transfer of our
shares is chargeable under the head ‘Income from house property

Further, if the new asset is transferred within a period of three years from the date of its purchase or construction, the amount
of capital gains for which the exemption was availed earlier would be taxed as LTCG in the year in which such residential
house is transferred.

11. As per section 111A of the IT Act, Short Term Capital Gains (“STCG”), (i.e. gains from shares held for a period not
exceeding twelve months) arising on transfer of our equity shares would be taxable at a rate of 15% (plus applicable
surcharge and education cess) where such transaction of sale is entered on a recognised stock exchange in India
and is liable to STT. Further, no deduction under Chapter VI-A would be allowed in computing STCG subject to tax
under section 111A of the IT Act.

STCG arising from transfer of our shares, other than those covered by section 111A of the IT Act, would be subject to
tax as calculated under the normal provisions of the IT Act.

12. As per section 70 of the IT Act, Short Term Capital Loss computed for the given year is allowed to be set off against
STCG as well as LTCG computed for the said year. The balance loss, which is not set off, is allowed to be carried forward
for subsequent eight assessment years, for being set off against subsequent years’ STCG as well as LTCG, in terms
of section 74 of the IT Act.

Long Term Capital Loss computed for a given year is allowed to be set off only against the LTCG, in terms of section
70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight
assessment years for being set off only against subsequent years’ LTCG, in terms of section 74 of the IT Act.

Long term capital loss arising on sale of shares entered into on a recognized stock exchange and which are chargeable to
STT, may not be allowed to be set off or carried forward for set off.

13. In terms of section 36(1)(xv) of the IT Act, the STT paid by the shareholder in respect of the taxable securities
transactions entered into in the course of his business would be eligible for deduction from the amount of income

69
 chargeable under the head “Profit and gains of business or profession”, if the income arising from taxable
securities transaction is included in such income.

14. As per the sixth proviso to section 48 of the IT Act, no deduction of amount paid on account of STT will be allowed
in computing the income chargeable to tax as Capital Gains.

15. Under section 56(2)(x) of the IT Act and subject to exception provided therein, if any person receives from any person,
any property, including, inter alia, shares of a company, without consideration or for inadequate consideration, the
following shall be treated as 'Income from other sources' in the hands of the recipient:

(a) where the shares are received without consideration, aggregate Fair Market Value ("FMV") exceeds Rs.
50,000/-, the whole FMV;

(b) where the shares are received for a consideration less than FMV but exceeding Rs. 50,000/-, the aggregate
FMV in excess of the consideration paid.

Rule 11UA of the Income-tax Rules, 1962 ("the Rules") provides for the method for determination of the FMV of
various properties.

II. NON-RESIDENT SHAREHOLDERS OTHER THAN FOREIGN INSTITUTIONAL INVESTOR (“FII”s): -

1. We are required to pay Dividend Distribution Tax (“DDT”), currently at the rate of 20.358% (including applicable
surcharge and education cess) on the total amount distributed or declared or paid as dividend. Under section 10(34) of the
IT Act, income by way of dividends referred to in section 115-O of IT Act received on our shares is exempt from income-
tax in the hands of shareholders.

However, as per section 115BBDA of the IT Act, where the total income of a specified assessee, includes dividend income,
in aggregate exceeding Rs. 10 lakh, then such excess dividend shall be chargeable to tax at the rate of 10% (plus applicable
surcharge and education cess). The term ‘specified assessee’ is defined to mean a person other than

(i) a domestic company; or

(ii) a fund or institution or trust or any university or other educational institution or any hospital or other medical
institution referred to in sub-clause (iv) or sub-clause (v) or sub-clause (vi) or sub-clause (via) of section 10(23C);
or

(iii) a trust or institution registered under section 12A or section 12AA.

Also, it is pertinent to note that section 14A of the IT Act restricts the claim for deduction of expenses incurred in relation
to exempt income. Thus, any expense incurred to earn exempt dividend income is not an allowable expenditure.

Further, as per section 94(7) of the IT Act, losses arising from sale/transfer of shares, where such shares are purchased
within three months prior to the record date and sold within three months from the record date, will be disallowed to the
extent such loss does not exceed the amount of dividend claimed exempt.

2. The characterisation of gains/losses, arising from sale of shares, as Capital Gains or Business Income would depend
on the nature of holding in the hands of the shareholder and various other factors.

3. The period of holding for shares subscribed to by the shareholder on the basis of his right to subscribe to such shares or
subscribed to by the person in whose favour the shareholder has renounced his right to subscribe to such shares, shall be
reckoned from the date of allotment of such shares as provided under clause (d) to Explanation 1 to section 2(42A) of the
IT Act.

The period of holding in the hands of shareholder, for the shares which are renounced in favour of any person, shall be
reckoned from the date of the offer of such right shares by the Company as per clause (e) to Explanation 1 to section 2(42A)
of the Act.

4. Under the first proviso to section 48 of the IT Act, in case of a non-resident shareholder, while computing the capital
gains arising from transfer of shares of our company acquired in convertible foreign exchange (as per exchange control
regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the
original investment was made. Cost indexation benefits will not be available in such a case. The capital gains/loss in such
a case is computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and
exclusively in connection with such transfer into the same foreign currency which was utilised in the purchase of the
shares, and the capital gains so computed shall be reconverted into Indian currency.

70
5. Under section 10(38) of the IT Act, LTCG arising to a shareholder on transfer of equity shares would be exempt from tax
where the sale transaction has been entered into on a recognised stock exchange of India and is chargeable to STT.

Such exemption would be available, even though the transaction is not chargeable to STT, if such transaction is
undertaken on a recognized stock exchange located in any International Financial Services Centre and where the
consideration is paid or payable in foreign currency.

The exemption under section 10(38) of the IT Act would not be available, if such shares are purchased on or after
October 1, 2004 and are not chargeable to STT, unless such purchase transaction is notified by the Government. The
CBDT has vide Notification no. F. No. 43/2017 dated June 5, 2017 notified all transactions of acquisition of equity
share entered into on or after the October 1, 2004 which are not chargeable to STT, other than those specifically listed
in the notification.

6. For the purpose of computation of ‘Capital Gains’, the ‘cost of acquisition’ as provided under section 55(2)(aa) of the IT Act
would be as under:

(a) in relation to the original shares, on the basis of which the shareholder becomes entitled to the right shares, the
amount actually paid for acquiring the original shares;

(b) in relation to renouncement of the right by the shareholder in favour of any person, to subscribe the shares, the cost
would be taken as NIL, in the hands of such shareholder;

(c) in relation to shares which the shareholder has subscribed on the basis of the said entitlement, the amount actually
paid by him for acquiring such asset;

(d) in relation to any shares purchased by any person in whose favour the right to subscribe to such asset has been
renounced, the aggregate of the amount of the purchase price paid by him to the person renouncing such right and
the amount paid by him to the Company for acquiring such shares;

7. The provisions of section 115JB of the IT Act do not apply to a foreign company if it is a resident of a country with which
India has entered into a DTAA under section 90/90A of the IT Act and the assessee does not have a Permanent
Establishment in India or such company is a resident of a country with which India does not have such agreement and the
assessee is not required to seek registration under any law for the time being in force, relating to companies.

8. Under section 112 of the IT Act and other relevant provisions of the IT Act, LTCG, (other than those exempt under
section 10(38) of the IT Act) arising on transfer of our shares not being subject to STT, would be subject to tax at a
rate of 20% (plus applicable surcharge and education cess). Further, no deduction under Chapter VI-A would be allowed
in computing LTCG subject to tax under section 112 of the IT Act.

9. Under section 54EC of the IT Act and subject to the conditions and to the extent specified therein, LTCG (other than
those exempt under section 10(38) of the IT Act) arising on the transfer of our shares would be exempt from tax if such
capital gains is invested within 6 months after the date of such transfer in the bonds (long term specified assets) issued by:

(i) National Highway Authority of India constituted under section 3 of the National Highway Authority of
India Act, 1988;

(ii) Rural Electrification Corporation Limited, the company formed and registered under the Companies Act,
1956;

(iii) any other bonds notified by the Central Government in this behalf

The investment in the long term specified assets is eligible for such deduction to the extent of Rs. 50 lakh whether invested
during the financial year in which the asset is transferred or subsequent financial year.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as the cost of
long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is
transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be
chargeable to tax during the year such transfer or conversion. For this purpose, if any loans or advance is taken as against
such specified securities, then such person shall be deemed to have converted such specified securities into money. The
cost of the long term specified assets, which has been considered under this section for calculating capital gain, shall
not be allowed as a deduction from the income under Section 80C of the IT Act.

10. Under section 111A of the IT Act and other relevant provisions of the IT Act, STCG (i.e. if shares are held for a period
not exceeding 12 months) arising on transfer of our equity share would be taxable at a rate of 15% (plus applicable
surcharge and education cess) where such transaction of sale is entered on a recognised stock exchange in India and

71
 is chargeable to STT. Further, no deduction under Chapter VI-A would be allowed in computing STCG subject to tax
under section 111A of the IT Act.

STCG arising from transfer of our shares, other than those covered by section 111A of the IT Act, would be
subject to tax as calculated under the normal provisions of the IT Act.

11. As per section 70 of the IT Act, Short Term Capital Loss computed for the given year is allowed to be set off against
STCG as well as LTCG computed for the said year. The balance loss, which is not set off is allowed to be carried forward
for subsequent eight assessment years, for the purpose of set off against subsequent years’ STCG as well as LTCG,
in terms of section 74 of the IT Act.

Long Term Capital Loss computed for a given year is allowed to be set off only against the LTCG, in terms of section
70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight
assessment years for being set off only against subsequent years’ LTCG, in terms of section 74 of the IT Act.

Long term capital loss arising on sale of shares entered into on a recognized stock exchange and which are chargeable to
STT, may not be allowed to be set off or carried forward for set off.

12. In terms of section 36(1)(xv) of the IT Act, the STT paid by the shareholder in respect of the taxable securities transactions
entered into in the course of his business of transactions/trading in shares would be eligible for deduction from the
amount of income chargeable under the head “Profit and gains of business or profession” if income arising
from taxable securities transaction is included in such income. As such, no deduction will be allowed in
computing the income chargeable to tax as capital gains, such amount paid on account of STT.

13. As per the sixth proviso to section 48, no deduction of amount paid on account of STT will be allowed in computing
the income chargeable to tax as Capital Gains.

14. Under section 54F of the IT Act and subject to the conditions and to the extent provided therein, LTCG (other than those
exempt under section 10(38) of the IT Act) arising in the hands of the shareholder, being an Individual or Hindu Undivided
Family, on transfer of our shares would be exempt from tax, if the net consideration from such transfer is utilized, for
purchase within a period of 1 year before or 2 years after the date on which the transfer took place, or for construction within
a period of 3 years after the date of such transfer, of one residential house in India (“new asset”).

However, the said exemption shall not be available, if the shareholder:

(a) Owns more than one residential house, other than the new asset, on the date of transfer of our shares; or

(b) Purchases any residential house, other than the new asset, within a period of 1 year after the date of transfer of our
shares; or

(c) Constructs any residential house, other than the new asset, within a period of 3 years after the date of transfer of our
shares; and

(d) The income from such residential house, other than the one residential house owned on the date of transfer of our
shares is chargeable under the head ‘Income from house property

Further, if the new asset is transferred within a period of three years from the date of its purchase or construction, the amount
of capital gains for which the exemption was availed earlier would be taxed as LTCG in the year in which such residential
house is transferred.

15. Where the shares have been subscribed in convertible foreign exchange, Non Resident Indians ("NRI"), i.e. an individual
being a citizen of India or person of Indian origin who is not a resident, have the option of being governed by the provisions
of Chapter XII-A of the IT Act, which inter alia entitles them to the following benefits:

(i) Under section 115E of the IT Act, the LTCG arising to the NRI shall be taxable at the rate of 10 % (plus applicable
surcharge and education cess). While computing the LTCG, the benefit of indexation of cost would not be available.

(ii) Under section 115F of the IT Act, LTCG (in cases not covered under Section 10(38) of the IT Act) arising to an
NRI from the transfer of the shares subscribed to in convertible foreign exchange shall be exempt from income-
tax, if the net consideration is reinvested in specified assets or in any saving certificates referred to in section 10(4B)
of the IT Act, within six months of the date of transfer. If only part of the net consideration is so reinvested, the
exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if
the specified assets or saving certificate are transferred or converted into money within three years from the date of
their acquisition.

72
 (iii) Under section 115G of the IT Act, it shall not be necessary for an NRI to furnish his return of income under section
139(1) of the IT Act if his income chargeable under the IT Act consists of only investment income or LTCG or
both; arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at
source has been deducted there from as per the provisions of Chapter XVII-B of the IT Act.

(iv) As per provisions of Section 115-I of the IT Act, an NRI may elect not to be governed by provisions of Chapter
XII-A and compute his total income as per other provisions of the IT Act.

16. As per section 90(2) of the IT Act, the provisions of the IT Act would prevail over the provisions of the DTAA entered
between India and the country of residence of the non-resident, if any, to the extent they are more beneficial to the non-
resident. Thus, a non-resident can opt to be governed by the provisions of the IT Act or the applicable tax treaty, whichever
is more beneficial. However, the non-resident investor will have to furnish a Tax Residency Certificate of his being a resident
in a country outside India, to avail the benefit of the concerned DTAA. Such investor will also have to provide Form No.
10F as prescribed under section 90(5) of the IT Act.

III. NON-RESIDENT SHAREHOLDERS – FIIs:

1. We are required to pay Dividend Distribution Tax (“DDT”), currently at the rate of 20.358% (including applicable
surcharge and education cess) on the total amount distributed or declared or paid as dividend. Under section 10(34) of the
IT Act, income by way of dividends referred to in section 115-O of IT Act received on our shares is exempt from income-
tax in the hands of shareholders.

However, as per section 115BBDA of the IT Act, where the total income of a specified assessee, includes dividend income,
in aggregate exceeding Rs. 10 lakh, then such excess dividend shall be chargeable to tax at the rate of 10% (plus applicable
surcharge and education cess). The term ‘specified assessee’ is defined to mean a person other than

(i) a domestic company; or

(ii) a fund or institution or trust or any university or other educational institution or any hospital or other medical
institution referred to in sub-clause (iv) or sub-clause (v) or sub-clause (vi) or sub-clause (via) of section 10(23C);
or

(iii) a trust or institution registered under section 12A or section 12AA.

Also, it is pertinent to note that section 14A of the IT Act restricts the claim for deduction of expenses incurred in relation
to exempt income. Thus, any expense incurred to earn exempt dividend income is not an allowable expenditure.

Further, as per section 94(7) of the IT Act, losses arising from sale/transfer of shares, where such shares are purchased
within three months prior to the record date and sold within three months from the record date, will be disallowed to the
extent such loss does not exceed the amount of dividend claimed exempt.

2. As per section 2(14) of the IT Act, any securities held by a FII which has invested in such securities in accordance
with the regulations made under the Securities and Exchange Board of India Act, 1992, shall be treated as capital
assets. Accordingly, any gains arising from transfer of such securities shall be chargeable to tax in the hands of FIIs
as capital gains.

3. The provisions of Indirect transfer in terms of Explanation 5 to section 9 of the IT Act shall not apply to non -
resident investors in Category-I and Category-II Foreign Portfolio Investor (“FPI”) registered under Securities and
Exchange Board of India (FPI) Regulations, 2014.

4. The period of holding for shares subscribed to by the shareholder on the basis of his right to subscribe to such shares or
subscribed to by the person in whose favour the shareholder has renounced his right to subscribe to such shares, shall be
reckoned from the date of allotment of such shares as provided under clause (d) to Explanation 1 to section 2(42A) of the
IT Act.

The period of holding in the hands of shareholder, for the shares which are renounced in favour of any person, shall be
reckoned from the date of the offer of such right shares by the Company as per clause (e) to Explanation 1 to section 2(42A)
of the Act.

5. Under the first proviso to Section 48 of the IT Act, in case of a non-resident shareholder, while computing the capital
gains arising from transfer of shares of the company acquired in convertible foreign exchange (as per exchange control
regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the
original investment was made. Cost indexation benefits will not be available in such a case. The capital gains/loss in such
a case is computed by converting the cost of acquisition, sale consideration and expenditure incurred wholly and
exclusively in connection with such transfer into the same foreign currency which was utilised in the purchase of the
shares.

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6. Under section 10(38) of the IT Act, LTCG arising to a shareholder on transfer of equity shares would be exempt from
tax where the sale transaction has been entered into on a recognised stock exchange of India and is chargeable to STT.

Such exemption would be available, even though the transaction is not chargeable to STT, if such transaction is undertaken
on a recognized stock exchange located in any International Financial Services Centre and where the consideration is paid
or payable in foreign currency.

The exemption under section 10(38) of the IT Act would not be available, if such shares are purchased on or after
October 1, 2004 and are not chargeable to STT, unless such purchase transaction is notified by the Government. The
CBDT has vide Notification no. F. No. 43/2017 dated June 5, 2017 notified all transactions of acquisition of equity
share entered into on or after the October 1, 2004 which are not chargeable to STT, other than those specifically listed
in the notification.

7. For the purpose of computation of ‘Capital Gains’, the ‘cost of acquisition’ as provided under section 55(2)(aa) of the IT Act
would be as under:

(a) in relation to the original shares, on the basis of which the shareholder becomes entitled to the right shares, the
amount actually paid for acquiring the original shares;

(b) in relation to renouncement of the right by the shareholder in favour of any person, to subscribe the shares, the cost
would be taken as NIL, in the hands of such shareholder;

(c) in relation to shares which the shareholder has subscribed on the basis of the said entitlement, the amount actually
paid by him for acquiring such asset;

(d) in relation to any shares purchased by any person in whose favour the right to subscribe to such asset has been
renounced, the aggregate of the amount of the purchase price paid by him to the person renouncing such right and
the amount paid by him to the Company for acquiring such shares;

8. The provisions of section 115JB of the IT Act do not apply to a foreign company if it is a resident of a country with which
India has entered into a DTAA under section 90/90A of the IT Act and the assessee does not have a Permanent
Establishment in India or such company is a resident of a country with which India does not have such agreement and the
assessee is not required to seek registration under any law for the time being in force, relating to companies.

9. Under section 54EC of the IT Act and subject to the conditions and to the extent specified therein, LTCG (other than
those exempt under Section 10(38) of the IT Act) arising on the transfer of our shares would be exempt from tax if such
capital gain is invested within six months after the date of such transfer in the bonds (long term specified assets) issued by:

(i) National Highway Authority of India constituted under section 3 of the National Highway Authority of
India Act, 1988;

(ii) Rural Electrification Corporation Limited, the company formed and registered under the Companies Act,
1956;

(iii) any other bonds notified by the Central Government in this behalf
The investment in the long term specified assets is eligible for such deduction to the extent of Rs. 50 lakh whether invested
during the financial year in which the asset is transferred or subsequent financial year.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as the cost of
long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is
transferred or converted into money within three years from the date of its acquisition, the amount of LTCG so exempted
shall be chargeable to tax during the year such transfer or conversion. For this purpose, if any loans or advance is taken
as against such specified securities, than such person shall be deemed to have converted such specified securities into
money.

10. As per section 70 of the IT Act, Short Term Capital Loss computed for the given year is allowed to be set off against
STCG as well as LTCG computed for the said year. The balance loss, which is not set off, is allowed to be carried forward
for subsequent eight assessment years, for being set off against subsequent years’ STCG as well as LTCG, in terms
of section 74 of the IT Act.

Long Term Capital Loss computed for a given year is allowed to be set off only against the LTCG, in terms of section
70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight
assessment years for being set off only against subsequent years’ LTCG, in terms of section 74 of the IT Act.

74
 Long term capital loss arising on sale of shares entered into on a recognized stock exchange and which are chargeable to
STT, may not be allowed to be set off or carried forward for set off.

11. Under section 115AD (1)(ii) of the IT Act, STCG arising to a FII on transfer of shares shall be chargeable at a rate of
30%, where such transactions are not subjected to STT, and at the rate of 15%, if such transaction of sale is
entered on a recognised stock exchange in India and is chargeable to STT. The above rates are to be increased by
applicable surcharge and education cess.

Under section 115AD(1)(iii) of the IT Act, income by way of LTCG arising from the transfer of shares (other than
cases exempt under section 10(38) of the IT Act) shall be chargeable to tax at the rate of 10% (plus applicable
surcharge and education cess). Such capital gains would be computed without giving effect to the first and second
proviso to section 48. In other words, adjustment in respect of foreign exchange fluctuation and benefit of indexation
would not allowed while computing the Capital Gains.

Further, no deduction under Chapter VI-A would be allowed in computing STCG and as well as LTCG.

12. As per the sixth proviso to section 48, no deduction of amount paid on account of STT will be allowed in computing
the income chargeable to tax as Capital Gains.

13. As per section 196D of IT Act, tax is not required to be deducted at source from any income, by way of Capital Gains
arising to an FII from the transfer of securities referred to in section 115AD of the IT Act.

14. As per section 90(2) of the IT Act, the provisions of the IT Act would prevail over the provisions of the DTAA entered
between India and the country of residence of the non-resident, if any, to the extent they are more beneficial to the
non-resident. Thus, a non-resident can opt to be governed by the provisions of the IT Act or the applicable tax treaty,
whichever is more beneficial. However, the non-resident investor will have to furnish a Tax Residency Certificate of
his being a resident in a country outside India, to avail the benefit of the concerned DTAA. Such investor will also
have to provide Form No. 10F as prescribed under section 90(5) of the IT Act.

15. The CBDT has vide Notification No. 9/2014 dated January 22, 2014 notified FPIs registered under the Securities and
Exchange Board of India (FPI) Regulations, 2014 as FII for the purpose of section 115AD of the IT Act.

IV. INVESTMENT FUNDS:

1. Under section 10(23FBA) of the IT Act, any income of an Investment Fund, other than the income chargeable under the
head “Profits and gains of business or profession” would be exempt from income tax. For this purpose, an “Investment
Fund” means a fund registered as Category I or Category II Alternative Investment Fund and is regulated under the
Securities and Exchange Board of India (Alternate Investment Fund) Regulations, 2012.

2. As per Section 115UB(1) of the IT Act, any income accruing/arising/received by a person from his investment in Investment
Fund would be taxable in the hands of the person making an investment in the same manner as if it were the income
accruing/arising/received by such person had the investments been made directly in the venture capital undertaking.

3. Under section 115UB(4), the total income of an Investment Fund would be charged at the rate or rates as specified in the
Finance Act of the relevant year where the Investment Fund is a company or a firm and at maximum marginal rate in any
other case.

4. Further, as per Section 115UB(6) of the IT Act, the income accruing or arising to or received by the Investment Fund if not
paid or credited to a person (who has made investments in an Investment Fund) shall be deemed to have been credited to the
account of the said person on the last day of the previous year in the same proportion in which such person would have been
entitled to receive the income had it been paid in the previous year.

V. MUTUAL FUNDS:

Under Section 10(23D) of the IT Act, any income of mutual funds registered under SEBI or Regulations made
thereunder or mutual funds set up by public sector banks or public financial institutions or mutual funds authorised by
the RBI and subject to the conditions specified therein, is exempt from tax subject to such conditions as the Central
Government may by notification in the Official Gazette, specify in this behalf.

VI. PROVIDENT FUND AND PENSION FUND:

Under section 10(25) of the IT Act, any income received by trustees on behalf of a recognized provident fund and a
recognized superannuation fund is exempt from tax.

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 VII. MULTI-LATERAL AND BILATERAL DEVELOPMENT FINANCIAL INSTITUTIONS:

Generally, Multilateral and bilateral development financial institutions may be exempt from taxation in India on the
capital gains arising on the sale of shares of the bank depending on the applicable Statute and Acts passed in India. For
e.g., World Bank, IBRD, IFC, etc. In case they are not specifically exempt from tax then the provisions as applicable
for capital gains to a non-resident FII, as they should be registered as FII, should apply to these institutions.

BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957:

Wealth tax is not leviable in respect of any Assessment Year on or after April 1, 2016.

BENEFITS AVAILABLE UNDER THE GIFT TAX ACT, 1958:

Gift tax is not leviable in respect of any gift made on or after October 1, 1998. Therefore any gift of share of a company will not
attract gift tax.

INCOME TAX ON GIFTS

Under section 56(2)(x) of the IT Act and subject to exception provided therein, if any person receives from any person, any
property, including, inter alia, shares of a company, without consideration or for inadequate consideration, the following shall be
treated as ‘Income from other sources’ in the hands of the recipient:

(a) where the shares are received without consideration, aggregate Fair Market Value (“FMV”) exceeds Rs. 50,000/-, the
whole FMV

(b) where the shares are received for a consideration less than FMV but exceeding Rs. 50,000/-, aggregate FMV in excess
of the consideration paid.

Rule 11UA of the Income-tax Rules, 1962 (“the Rules”) provides for the method for determination of the FMV of various
properties.

GENERAL ANTI AVOIDANCE RULES (“GAAR”):

Having regard to Chapter X-A of the IT Act, GAAR may be invoked notwithstanding anything contained in the IT Act. Thus,
any arrangement entered into by a taxpayer may be declared to be impermissible avoidance arrangement, as defined in that
Chapter and the consequence would inter alia include denial of tax benefit. Further, as per section 90(2A), the benefit of the
DTAA will not be available to a non-resident investor, if the concerned tax authorities declare any arrangement to be an
impermissible avoidance arrangement. The GAAR provisions are applicable with effect from the Financial Year 2017-18.

TAX DEDUCTION AT SOURCE:

Income-tax is not deductible at source from income by way of capital gains arising to a resident shareholder under the present
provisions of the IT Act. However, as per the provisions of section 195 of the IT Act, any income by way of capital gains payable to
non-residents (other than LTCG exempt under section 10(38) of the IT Act) may be subject to withholding of tax at the rates
provided under the domestic tax laws or under the concerned DTAA, whichever is more beneficial to the assessee, unless a
lower withholding tax certificate is obtained from the tax authorities. However, the non-resident investor will have to furnish a
Tax Residency Certificate of his being a resident in a country outside India, to avail the benefit of the applicable DTAA. Such
investor will also have to provide Form No. 10F as prescribed under section 90(5) of the IT Act.

The withholding tax rates are subject to the recipients of income obtaining and furnishing a Permanent Account number (PAN)
to the payer, in the absence of which the applicable withholding tax rate would be the higher of the applicable rates or 20%,
under section 206AA of the IT Act. The provisions of section 206AA will not apply if the non-resident shareholder provides to the
payer the following documents provided in Rule 37BC:

(i) name, e-mail id, contact number;

(ii) address in the country or specified territory outside India of which the shareholder is a resident;

(iii) Tax Residency Certificate;

(iv) Tax Identification Number/ Unique Identification Number of the shareholder.

Notes:

1. The above benefits are as per the current tax law as amended from time to time as applicable to the financial year
2017-18.

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2. For the Financial Year 2017-18, surcharge is to be levied as under –

Investor Rate of Surcharge

Individual, Hindu Undivided Family, Association of Persons or Body of Individuals or

Artificial Juridical Person
10%
- Total income exceeds Rs. 50 lakh
15%
- Total income exceeds Rs. 1 crore

Firm or Co-operative society or local authority

- Total income exceeds Rs. 1 crore 12%

Domestic Company

- Total income exceeds Rs. 1 crore 7%

- Total income exceeds Rs. 10 crore 12%

Foreign Company

- Total income exceeds Rs. 1 crore 2%

- Total income exceeds Rs. 10 crore 5%

3. A 2% education cess and 1% secondary and higher education cess on the total income is payable by all categories of
taxpayers for the Financial year 2017-18.

4. The above statement of possible direct tax benefits, sets out the provisions of law in a summary manner only and is
not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of our
equity shares.

5. In respect of Non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to
any benefits available under the DTAA, if any, between India and the country of residence of the non-resident.

6. This statement is intended only to provide general information to the investors and is neither designed nor intended
to be substituted for professional tax advice. In view of the individual nature of tax consequences, each investor is
advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the
scheme.

7. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We
do not assume responsibility to update the views consequent to such changes.

8. The above statement of possible Direct-tax Benefits sets out the possible tax benefits our shareholders under the
current tax laws presently in force in India. Several of these benefits available are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant tax laws.

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 SECTION IV: ABOUT OUR COMPANY

BUSINESS

Overview

We are an Indian multi-national business conglomerate, with a presence in financial services, pharmaceuticals and healthcare
insights & analytics.

We first entered the pharmaceuticals industry in 1988 following our acquisition of Nicholas Laboratories India Limited and
have expanded through our organic and inorganic growth strategy. Over the years, we have continued to carry out a series of
mergers and acquisitions, joint ventures, strategic alliances and various organic initiatives, including entering into the financial
services and healthcare insights & analytics space. One of the milestones in our journey was the sale of our domestic
formulations business to Abbott Healthcare Private Limited.

We organise our business activities into the following core business units: financial services, pharmaceuticals, and healthcare
insights & analytics. Our business units of financial services and pharmaceuticals are also further organised into various sub-
business units. Our financial services business currently comprises of (i) wholesale lending and (ii) alternative asset
management. In August 2017, we received a licence to start operations as a housing finance company. In relation to our
distressed asset fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment
fund from SEBI on June 28, 2017. In addition, we have strategic investments in the Shriram group which gives us access to a
retail lending platform Our pharmaceuticals business unit is divided into (i) global pharmaceuticals business, comprising of
fully integrated end-to-end pharmaceutical development and manufacturing services offerings to other pharmaceutical
companies and a portfolio of products, which includes differentiated branded hospital generic products and (ii) Indian over-the-
counter (“OTC”) consumer products business. Our global pharmaceuticals business has a presence in over 110 countries with
manufacturing bases in India, United States, UK and Canada while our Indian OTC consumer products business has a pan-
India distribution network. Separately, our healthcare insights & analytics business operates in a niche area of pharmaceutical
and healthcare market research backed by data and technology to provide clients across the healthcare value chain with insights
into their existing and future business opportunities.

For the fiscal year ended March 31, 2017, our financial services, pharmaceuticals and healthcare insights & analytics businesses
accounted for 39.2%, 46.5% and 14.3% of our total net revenues from operations, respectively. For the fiscal years ended March
31 2016 and 2017, we, in all our businesses, generated total net revenues from operations of ₹ 63,814.8 million and ₹ 85,467.5
million, respectively, and our net profit for the year was ₹ 9,047.4 million and ₹ 12,523.3 million, respectively, in each case on
a consolidated basis. Our consolidated net revenues from our business operations grew 33.9% in fiscal year 2017 compared to
fiscal year 2016.

Financial Services

We are a diversified financial services provider with a presence across the following verticals:

Wholesale Lending

As at March 31, 2016 and March 31, 2017, our Total Loan Book amounted to ₹ 133,386.6 million and ₹ 249,746.0 million,
respectively.

We provide integrated lending to corporates across sectors including real estate, infrastructure, renewable energy, cement,
entertainment and auto components. We commenced our real estate financing business in 2011 by providing financing to
developers to support their funding needs for the initial land purchase stage up to the stage prior to the start of construction. In
2013, we commenced funding to the infrastructure sectors and other sectors. From 2015, we commenced providing finance for
construction of projects and in 2016 we commenced offering lease rental discounting for commercial projects.

Alternative Asset Management

We provide asset management services and portfolio management services to various investors. As at March 31, 2016 and
March 31, 2017, the total AUM of the funds managed by us amounted to ₹ 87,170.0 million and ₹ 71,572.8 million, respectively.

Access to Retail Platform through Strategic Investments in the Shriram group

Over the course of 2013 and 2014, we made strategic investments in certain Shriram group companies – Shriram Capital Limited
(“SCL”), Shriram Transport Finance Company Limited (“STF”) and Shriram City Union Finance Limited (“SCUF”). We have
gained access to a platform of retail and small and medium enterprises customer segments and the insurance sector through
these strategic investments. In July 2017, certain of the Shriram group companies had approved entering into a confidentiality,
exclusivity and standstill agreement (the “CES Agreement”) with the IDFC group to evaluate a potential combination of certain

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businesses and subsidiaries/affiliates/associate companies of the Shriram group engaged in the credit and non-credit financial
services sector with the IDFC group (the “Proposed Transaction”). However, on October 30, 2017, parties have agreed to call
off discussions on the Proposed Transaction and the exclusivity period pursuant to the CES Agreement stands terminated with
immediate effect.

Separately, in August, 2017, we have received license to start operations as a housing finance company. In relation to our
distressed asset fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment
fund from SEBI on June 28, 2017.

Pharmaceuticals

Our network of development and manufacturing facilities are located in India, the United States, UK and Canada. Our global
pharmaceuticals business is positioned to address customers' needs across the drug lifecycle. We have service capabilities
ranging from drug discovery, clinical development, commercial manufacturing of APIs as well as formulations.

In addition to our service capabilities, we have a strong portfolio of products, including a differentiated branded hospital generic
portfolio comprising of inhalation anaesthesia, injectable anaesthesia as well as pain management and intrathecal spasticity
products. We have established a presence in over 110 countries while serving over 5,500 hospitals directly.

Our consumer products business operates in the OTC market in India. Our Consumer Products portfolio currently comprises
products spanning categories such as skin care, antacid, women intimate range, kids wellbeing and baby care, pain management,
oral care, gut health, respiratory and lifestyle problems.

Healthcare Insights & Analytics

Our healthcare insights & analytics business is carried out primarily through Decision Resources Group (“DRG”) which we
acquired in 2012. DRG provides information management solutions such as value-added data and analytics, research reports
and knowledge-based services to customers in sectors including the pharmaceutical, biotech, medical device, payer (insurance)
and provider (hospitals and other healthcare providers). DRG's products and services portfolio comprise three business
categories, namely, research and data, custom advanced analytics and global consulting services. DRG's products and services
are built around proprietary and data assets and algorithms, complemented by an in-house team of subject matter experts,
therapy area expert analysts, data scientists and strategy consultants with deep industry knowledge. DRG, through a
combination of organic and inorganic growth and innovation, has evolved and transformed from a life sciences syndicated
market research company to a high end data-driven, technology enabled, healthcare insights & analytics business.

Our healthcare insights & analytics business is headquartered in Burlington, Massachusetts and operates across North America,
Europe and Asia with 17 offices across six countries.

Our Competitive Strengths

Efficient capital allocation and track record of value creation

We are an Indian multi-national company with a history of setting up, acquiring, operating, building and divesting businesses.
We believe our strength lies in identifying suitable opportunities to pursue, evaluating the scale of investment to be made in the
opportunity, building the business to scale and identifying the future potential of the business coupled with a conviction to
decide when to further invest or to divest these businesses. We strive to achieve consistent returns to our various stakeholders
and have a consistent track record of dividend payments and share buybacks over multiple years. Our corporate structure further
allows us to optimize returns by allocating capital to our different businesses appropriately when required and efficiently
manage capital to deliver consistent value. Since 1988, we have declared a cumulative amount of ₹ 34,445.3 million as
dividends and undertaken buyback of equity shares totalling ₹ 25,081.6 million.

Track record of entrepreneurship

We have a long track record of launching new businesses, acquiring businesses to complement our existing business offering
and scaling up and growing businesses. We commenced operations with the acquisition of a generic pharmaceutical business
in 1988. This business was grown organically as well as inorganically through acquisition of other companies, products and
complementary businesses and services. We exited the generic pharmaceutical business in 2010 for approximately USD 3.8
billion. Similarly, our existing businesses in pharmaceuticals have been created organically and through select and strategic
acquisitions with an aim to grow and add value to these businesses. We have made investments in building the infrastructure
for our pharmaceuticals business. We have also grown our consumer products business through a combination of organic and
inorganic investments. We commenced our financial services business in 2011 based on a similar proposition of identifying a
niche area in the market and with a view to exploit the expected growth in the Indian financial services industry. We continue
to build our integrated debt and equity financing platform using domain expertise. We also made strategic investments in the
Shriram group to give us access to a platform to the retail financing business and are now financing borrowers from various
sectors. Further, we are in the process of expanding our offering in retail housing finance and we have received a housing

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finance operations licence in August 2017. We also evaluate strategic investment opportunities from time to time with a view
to benefit from the potential upside at the time of the sale of the investment. For example, we acquired a stake in Vodafone
India Limited in 2011 and 2012 for a total consideration of approximately ₹ 58,643.7 million and then sold that investment in
2015 for ₹ 89,004.5 million. We routinely review and monitor a number of internal and external factors across all our various
businesses to identify opportunities which have allowed us to build profitable business models and have enabled us to enter
into and maintain partnerships across our various businesses from time to time and also attract quality long term investors as
shareholders.

We have a strong Board and management team with diversified experience

Our Board of Directors comprises 13 Directors of which 8 are Independent Directors and is led by our chairman Ajay Piramal,
our Promoter, who is also a member of our Promoter Group with 51.4% shareholding as at September 30, 2017. Our Board
comprises members with diverse experience across sectors. This diversified experience provides us with diverse input in
evaluating and managing our businesses. Also, we have created a leadership team for each of our businesses tasked with the
roles and responsibilities of operating and managing these businesses. Our management structure allows the group to effectively
operate as three virtual companies and also allows us to be nimble in identifying opportunities in each of the businesses while
maintaining adequate control and supervision of the board of directors. In addition, the board of directors and leadership team
also have access to external management advisors to provide them with strategic inputs and advice from time to time.

We believe that our management structure and team with such length, breadth and depth of experience enables us to have a
strong succession pipeline for senior leadership positions and also helps us to carefully nurture our culture of growth, innovation
and high quality governance. For further details, see “Our Management” beginning on page 95.

Our key Subsidiaries across each of our businesses are also led by Boards of Directors comprising capable members who are
experienced in their respective fields and who possess a clear vision of our businesses. We believe that our experienced
leadership teams across our Subsidiary boards allow us to manage our operations effectively and drive synergies across our
businesses.

Established presence and domain expertise across three businesses with a track record of growth

All three of our business segments have developed significantly over the years and we look to capitalise on the anticipated
growth in each of these segments.

Financial Services

Our financial services business leverages the strength of our expertise in select sectors, coupled with our localised presence
across geographies in India. We are able to offer a diversified suite of financial services across wholesale and retail lending.
We pride ourselves in being able to offer innovative financing solutions to our customers which we believe also benefit our
business as our financing solutions are structured with a view to de-risk and optimize returns for our business. Additionally, we
place a strong emphasis on risk management and are particular about the quality of our assets, aimed at ensuring underwriting
of low risk. Our gross NPA, defined as the percentage of assets in our Total Loan Book which are more than 90 days overdue,
was 0.9% and 0.4% for the fiscal years ended March 31, 2016 and March 31, 2017, respectively. On principal loan amount,
expected credit loss provision as required under Ind AS is created, resulting in a provision of 2.2% of the outstanding loan as
of March 31, 2017. For further details on our Gross NPA and expected credit losses, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operation - Asset Quality” on page 320.

Pharmaceuticals

For the pharmaceutical business, we are an established player in select segments of the global pharmaceutical industry coupled
with a strong Indian consumer product portfolio with a wide distribution network. Our manufacturing capabilities allow us to
provide integrated solutions across commercial manufacturing of APIs and formulations and delivery systems and we have
manufacturing bases in India, United States, the UK and Canada. Our branded generics portfolio is differentiated in terms of
therapy areas and formulations. For example, we are a supplier of inhaled anaesthetics with the internal capability to
manufacture all four generations of inhalation anaesthetic products: Halothane, Isoflurane, Sevoflurane and Desflurane. This
coupled with our global distribution network gives us access to markets globally for our products. We seek to provide quality
product offerings by ensuring that we are regulatory compliant and through our existing environment, health and safety systems.
For example, our manufacturing facilities have been subject to various regulatory inspections including by the USFDA and
maintain high standards of manufacturing competence. Our Indian consumer product portfolio has grown inorganically through
various acquisitions of brands to enhance our product portfolio coupled with a nationwide distribution network.

We believe that the significant capital invested into our global pharmaceuticals business and India consumer product
infrastructure has contributed to our strong product portfolio and wide reach of our distribution network. This coupled with our
emphasis on quality and our compliance track record has allowed us to move up the value chain in our global pharmaceuticals
business and to grow this business with a view to capitalise on such growth.

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Healthcare Insights & Analytics

Our healthcare insights & analytics business operates in a niche area of pharmaceutical and healthcare market research backed
by data and technology to provide clients across the healthcare value chain with insights into their existing and future business
opportunities. This emphasis on healthcare, data and technology has helped us forge strong relationships with our major clients.
Our clients include pharmaceutical companies, medical technology companies and insurance companies. We use a combination
of research and proprietary data, employees with healthcare capabilities and advanced analytics using technology to service our
clients' diverse needs. We have continuously looked to expand our service offerings by acquiring companies to expand our
access to key markets, enhance our analytics capabilities, expand our customer base into insurance payer and provider
customers, and access to healthcare data in key markets such as Europe. DRG’s organic and inorganic growth have enabled us
to differentiate ourselves in several respects, including (i) our people, who comprise experienced epidemiologists, expert data
scientists and engineers, healthcare market forecasters and predictive modelers, and consultants; (ii) our comprehensive and
integrated product suite that enables DRG to provide end-to-end expertise, including bespoke solutions, to address clients’
complex problems; and (iii) our extensive data and analytics capabilities. The diverse skill sets and expertise of our employees,
coupled with the breadth of our offerings, give us a competitive advantage over traditional consultant and analytics providers
that have fewer offerings and lack DRG’s capabilities to integrate research, data and analytics and custom services to meet
client needs.

Our Business Strategy

Our strategy for the group and the individual businesses we operate in is as follows:

At the Group level:

Focus on efficient allocation of capital

We will actively seek growth opportunities in the businesses in which we operate as well as new businesses that we see as
potential areas of growth and value creation. These opportunities can take various forms, including green field investments,
acquisitions, mergers, joint ventures, strategic investments and asset purchases. To this end we will seek opportunities for
organic and inorganic growth. We will pursue these growth opportunities where we see the ability to add value for our various
stakeholders and also grow our footprint across the businesses we operate in. For example, we have recently received a license
for undertaking a retail housing finance business, and from time to time in the past we have acquired assets, products or
companies, to expand our product and services portfolios in each of our businesses.

Foster and grow entrepreneurship

We believe we have a nimble and diversified management structure, with management teams at our various businesses being
empowered with the decision making ability to take strategic decisions. We believe this is an important contributor to our
overall growth and success. We intend to continue to allow for business leaders and management to be efficient stakeholders
in the value creation process for the group as a whole and the individual businesses in particular. We aim to manage the risks
and rewards of each management team member, to encourage the business teams to deliver on specified goals for each business
such as increasing productivity, reducing costs and expanding geographies.

At the business segment level:

Grow the existing businesses to benefit from market opportunities

Financial Services Business Strategy

In our financial services business, we aim to continue to grow our real estate loan book by launching customized solutions for
developers. Our present product offerings cover the various stages of the real estate development cycle and we plan to enhance
this product portfolio to meet specific needs of developers in tier 1 and tier 2 cities across India. We are also planning to invest
in technology to assist in the credit decision making process and reducing the time in our business processes through automation.
We have recently launched funding products for commercial construction finance and lease rental discounting and will look to
increase the take up of these products from our existing customers as well as new customers.

We intend to focus on diversifying our loan book through focusing on corporate lending in the non real estate space including
the infrastructure, renewable energy, cement, entertainment and auto components sectors. Similarly, our customers usually look
to us for financing to support activities including last mile funding, promoter financing and acquisition financing and in order
to provide our customers with an optimal capital structure for the customised solutions that we offer, we have expanded our
product range from mezzanine loans to include senior debt products, promoter funding and loans against shares – all areas in
which we will look to continue to grow our business and product offerings. In particular, we have also increased our senior
secured lending portfolio with a view to mitigating credit risks and plan to make this a key focus in this space going forward.

Further, we intend to expand our retail lending business through the launch of a housing finance business, for which we recently
received a license to commence operations. We believe that despite having many market players in the housing finance business,

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there is potential for growth to become a player of scale. We expect that the retail housing finance business will be
complementary to our existing corporate real estate lending business and we intend to leverage on the existing relationships we
have with our customers who are developers in our retail housing finance business. Our existing sales and marketing network,
Brickex, is a key differentiator that we believe will enable us to expand into the retail housing finance business. In addition, we
intend to provide a differentiated approach to our customers of the housing finance business through several means including
the use of technology, analytics and world-class processes to provide quick turnaround times in underwriting and disbursements.
We also intend to extend our customer base to provide lending to beyond the salaried class to self-employed customers as well.

We aim to maintain focus on asset quality while generating higher risk adjusted return on equity. We aim to improve our credit
rating with an aim to diversifying our sources of funds and improving our liability profile. We also aim to diversify our lender
base.

We believe that our investments in the Shriram group have given us access to both retail lending and insurance, including
applicable distribution networks, resources and expertise within these spaces. We intend to capitalize on these resources to grow
our business and presence in these areas. We believe that in recent years, rising bank non performing loans has put a strain on
capital adequacy and credit growth and stressed assets across sectors including power, steel, construction and textiles are
available and provide us an opportunity. The RBI has also introduced various guidelines to banks on ways to handle stressed
assets and methods to improve the financial condition of banks. We believe that there could be strategic investment
opportunities in such an economic climate and intend to seek out and participate in such opportunities through our distressed
assets fund/platform.

Pharmaceuticals Strategy

In our pharmaceutical business, we aim to leverage significant investment already made in the infrastructure around our global
pharmaceuticals and India consumer business to grow our market share across products and geographies. For the global
pharmaceuticals business we are planning to: (a) launch differentiated branded generic products and services, (b) improve our
margins through increasing revenues from high margin complex products, better utilisation of operating leverage, higher
capacity utilisation and leveraging our global distribution channels, (c) undertake cost optimisation, operational improvements
and increase manufacturing capabilities at our existing manufacturing facilities (including manufacturing with niche high-end
capabilities). We aim to implement these initiatives whilst maintaining and improving our quality standards and ensuring strict
compliance with all regulatory standards by which we are bound. We continue to evaluate inorganic growth opportunities for
select products and markets. For the India consumer business, we continue to develop new brands and products and evaluate
inorganic opportunities. Our focus is to further grow the India consumer business to improve margins by (a) reinvesting profits
into scaling the business, (b) lower manufacturing costs by using third party vendors, (c) leveraging our India-wide sales
distribution network and (d) continuing to develop and acquire new brands and products.

We also have a track record of divesting and/or discontinuing of businesses to maximise the value of our acquisitions or for
strategic purposes. Some examples of our previous divestments and discontinuance of businesses include:

 Divestment of our domestic formulations business to Abbott Healthcare Private Limited;

 Divestment of our stake in Vodafone India Limited;

 Shut down of the research and development activities in our New Chemical Entity division;

 Sale of our diagnostic division to DiaSys Diagnostics India Private Limited;;

 Sale of our diagnostics services business to Super Religare Laboratories Limited ; and

 Sale of our clinical research division to Indoco Remedies.

Additionally, from time to time we may exit from such businesses, brands and products where we believe that they are not
profitable in the long term or the value that we receive for their sale / and disposal is attractive.

Healthcare Insights & Analytics Strategy

For our healthcare insights & analytics business we aim to drive revenue growth by continuing to create technology-based
offerings that combine our data assets and deep data science, and analytics capabilities to provide “end to end”, user-centric
solutions that directly target high-value client problems. This will be coupled our leveraging our insights of the pharmaceuticals
industry and our strong global relationships. We will also continue developing data-driven analytics services, wrapped around
all DRG offerings, to provide comprehensive solutions to client problems. Further, we are both expanding our customer base
by targeting new payer, provider and pharmaceutical clients as well as expanding existing client relationships to deliver
increasingly larger projects. We intend to continue to recruit and retain talent across all three of our core disciplines, with a
particular emphasis on augmenting our existing analytics expertise. We are also looking to selectively enter new markets that

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we believe are high growth in terms of existing and new customers. Lastly, we will look to improve our margins by leveraging
our operations and base in India to maintain a cost arbitrage (including by way of a niche acquisitions).

Our principal business activities

We organise our business activities into the following three core business units:

 Financial services, being made up of the following sub-business units:

o wholesale lending; and

o alternative asset management.

 The following are also two key components of our financial services business:

o strategic investments in the Shriram group which gives us access to a retail lending platform; and

o we have received a licence to start operations as a housing finance company in August 2017. . In relation to
our distressed asset fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as
an alternate investment fund from SEBI on June 28, 2017.

 Pharmaceuticals, being made up of the following sub-business units:

o global pharmaceuticals, comprising of fully integrated end-to-end pharmaceutical development and

manufacturing services to other pharmaceutical companies and a products portfolio which includes a
differentiated branded hospital generic products; and

o consumer products business.

 Healthcare insights & analytics.

The following table reflects certain financial information of our Group in the fiscal years 2016 and 2017:

Fiscal Year
( ₹in millions)
2016 2017
Revenue 63,814.8 85,467.5
Financial Services 17,397.2 33,515.0
Pharmaceuticals(1) 34,859.2 39,728.7
Healthcare Insights & Analytics(2) 11,559.2 12,223.8
Net profit before tax and exceptional items(3) 9,085.9 14,901.1
Notes:
(1) Our pharmaceuticals business is referred to as “Pharmaceuticals Manufacturing and Services” in our
consolidated Audited Financial Statements.
(2) Our healthcare insights & analytics business is referred to as “Information Management” in our consolidated
Audited Financial Statements.
(3) These figures include the share of profits of associates and joint ventures which accounted for ₹ 1,942.1 million
and ₹ 1,699.0 million for the fiscal years 2016 and 2017, respectively. The income derived from our associates
includes our share of profits in SCL.

Financial Services

Our financial services business currently comprises of (i) wholesale lending and (ii) alternative asset management. We provide
integrated lending to corporates across sectors including real estate, infrastructure, renewable energy, cement, entertainment
and auto components. The income earned from our Financial Services business unit was ₹ 17,397.2 million and ₹ 33,515.0
million in fiscal years 2016 and 2017, respectively.

Wholesale Lending

Our wholesale lending business is now primarily carried out through our subsidiary Piramal Finance Limited. Our Total Loan
Book comprises of (i) investments in NCDs, OCDs and ICDs and (ii) term loans. The following table sets forth a breakdown
of our loan book as of March 31, 2016 and 2017:

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 As at March 31
( ₹in millions)
2016 2017
Investments 105,579.5 183,822.6
Term Loans 27,807.1 65,923.4
Total Loan Book 133,386.6 249,746.0

The following table also sets forth the trend of cumulative repayments between our real estate financing and our non-real estate
financing in the fiscal years 2016 and 2017:

Fiscal Year
( ₹in millions)
2016 2017
Real Estate 48,784.8 90,237.0
Non Real Estate 94,000.0 94,420.8
Total 142,784.8 184,657.8

The following table sets forth the composition and change of our product mix in the fiscal years 2016 and 2017:

Fiscal Year
2016 2017
Mezzanine 44.0% 29.3%
Construction Finance (Residential) 34.2% 43.1%
Construction Finance (Commercial) 5.5% 7.7%
Lease Rental Discounting 0.0% 4.8%
Corporate Finance Group 16.3% 15.1%
Total 100% 100%

The Board of Directors of our Company pursuant to a Board meeting on October 12, 2017 have taken on a record a scheme of
amalgamation involving our Subsidiaries, Piramal Finance Limited and Piramal Capital Limited with Piramal Housing Finance
Private Limited which is also our Subsidiary, subject to approval from the National Company Law Tribunal in relation to our
application dated October 24, 2017 and any other statutory or regulatory approvals, as may be required.

Real Estate

We operate a fully-integrated real estate financing business with our ability to deploy capital for financing across all stages of
the life-cycle of a real estate project except retail housing finance, for which we received a license in 2017. Our product offerings
for our real estate financing include private equity, mezzanine lending, structured debt and construction finance.

We have expanded our financial services business over the years and created a real estate developer financing platform that
allows us to be able to provide real estate financing solutions to customers that require funding from the initial land purchase
stage, post land purchase up till commencement of construction and actual construction stages. Additionally, we also offer lease
rental discounting for commercial projects and have recently received a housing finance licence to develop our retail housing
finance business. We believe that the inclusion of lease rental discounting and housing finance will diversify our product mix
and also lower our credit risk profile. We commenced our real estate financing business in 2011 by providing financing to
developers to support their funding needs for the initial land purchase stage up to the stage prior to the start of construction. In
2013, we commenced funding to customers in infrastructure and other sectors.

From 2015, we commenced providing finance for construction of projects. We expanded our construction finance offerings in
fiscal year 2017 to include the provision of construction finance for residential projects and commercial projects and we believe
that we are equipped to provide financing solutions to the complete suite of construction projects. We believe that our ability
to provide innovative financing solutions to our customers is aptly demonstrated in our product offerings. For example, in a
construction project, the original structured debt investment is often refinanced by the bank once the project achieves certain
milestones. Our construction finance offering may be structured such that the developer need not refinance at milestone stages
of the project, thereby extending the overall tenure of the financing relationship with the customer. We obtained a wider security
coverage by expanding such coverage over various projects at different phases. In addition, our disbursements were also linked
to the sales target milestones for the project.

We have also recently launched funding products for commercial construction finance and lease rental discounting and look to
increase the take up of these products from our existing customers as well as new customers. We entered the lease rental
discounting space in 2016 when we started offering term loans against the hypothecation of the rental receivables derived
pursuant to leases with corporate tenants. The amount of loan to be provided to the lessor is based on a discounted value of the
rental receivables and the underlying property value.

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Non Real Estate

Our corporate finance group provides non real estate financing to our customers. The customers of our corporate finance group
include those from sectors including infrastructure, renewable energy, cement, auto components and telecommunications. Our
customers usually look to us for financing to support activities including last mile funding, promoter financing and acquisition
financing. In order to provide our customers with an optimal capital structure for the customised solutions that we offer, we
have expanded our product range from mezzanine loans to include senior debt products, promoter funding and loans against
shares. In particular, we have also increased our senior secured lending portfolio with a view to mitigate credit risks.

Our loan products generally have a fixed interest rate. The tenor and repayment schedules of the loans we provide would also
vary depending on the type of financing provided and the tenor may range primarily from four to seven years with a lock-in
period of one to two years.

The forms of security that accompany our loan products may vary and include forms such as charges on fixed assets, corporate
guarantees or pledge of shares, escrows on existing and future revenues or a combination of one or more of these forms of
security.

Alternative Asset Management

PFMPL acts as our portfolio manager and provides portfolio management services to its existing investors. As at March 31,
2016 and March 31, 2017, the total AUM of the funds managed by our portfolio manager amounted to ₹ 87,170.0 and ₹ 71,572.8
respectively.

Investment Strategy

PFMPL's objective is to create long term wealth and provide consistent returns across its investment horizons. It aims to achieve
its investment objective by investing in securities of entities from certain sectors including real estate, infrastructure and
information technology.

Services offered by the Portfolio Manager

The portfolio manager provides investment consultancy or management services and other services including managing and
renewing the client's portfolio, buying and selling securities, keeping safe custody of such securities and monitoring book
closures, dividends and other bonuses to ensure all benefits accrue to the client. Subject to the portfolio's investment objectives
and restrictions and in accordance with SEBI Regulations and applicable laws, PFMPL shall have complete discretion to
amongst others, buy, sell, retain, exchange or otherwise deal in the securities of the portfolio and to take day to day decisions
in respect of the portfolio.

Fees charged by the Portfolio Manager

PFMPL charges its clients certain fees for the provision of its services. These fees are set out in the applicable investment
management agreement entered into between PFMPL and the client. The fees may be a fixed charge or a percentage of the
quantum of funds managed or linked to the portfolio returns achieved or a combination of any of these, as may be agreed
between PFMPL and the client. Details of certain fees typically charged by PFMPL are set out below:

 Upfront fee: An upfront fee may be charged as a fixed percentage of the subscription value or fixed amount of
investment in a portfolio company.

 Management fees: Management fees may be chargeable either via (i) a fixed annual fee determined based on the value
of investments in a portfolio company or (ii) a net asset value based fee charged on the bases of the daily, monthly or
quarterly average net asset value of the portfolio at a rate and frequency to be agreed between the parties.

 Performance linked fee: Such variable fee is linked to the accrued profit of the portfolio if such profit is in excess of
the benchmark / hurdle during a performance period, if any.

Investments in Shriram group

The Shriram group is a player in used commercial vehicles and micro, small and medium enterprises financing. It is also
involved in other retail financing segments including consumer and gold loans and life and general insurance. We made the
following investments in certain entities in the Shriram group over the course of 2013 and 2014:

 May 2013: Investment (acquisition of approximately 10% stake for approximately ₹ 16,359.6 million) in STF which
is engaged in commercial vehicle finance.

 April 2014: Investment (acquisition of an effective 20% stake for approximately ₹ 21,461.6 million) in SCL, the
holding company for the financial services and insurance entities of the Shriram group.

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 June 2014: Investment (acquisition of approximately 10% stake for approximately ₹ 8,007.4 million) in SCUF which
is engaged in retail financing and provides vehicle financing, personal loans and housing loans.

 In addition, Ajay Piramal was appointed as Chairman of SCL in November 2014.

We believe that our investments in the Shriram group have enabled us to enter into a long term association with the Shriram
group and to gain a platform to the retail and insurance segments of the financial services sector.

As at the fiscal year ended March 31, 2017, the Shriram group had over 3,300 retail branches, a customer base of over 21.3
million customers and an employee strength of 67,500.

Retail Housing Finance Business

We have received license for a retail housing finance in 2017 with a view of entering the housing finance business by amongst
others, leveraging on (i) our strong relationships with developers who are also our customers, (ii) our existing understanding of
micro markets and (iii) repository of proprietary primary market data. We have in place a key management team for the housing
finance business which will oversee the various workstreams and initiatives we intend to adopt and complete in order to build
towards providing a differentiated approach for the provision of housing finance. For example, we have completed our market
mapping and segmentation analysis and finalised our product plan. We are also in the process of developing build-out systems
and technology, processes and credit policies for the housing finance business and are working with relevant partners to develop
aspects of the business including business delivery.

Distressed Assets Fund/Platform

In 2016, we also entered into a strategic partnership with Bain Capital Credit to launch a distressed assets fund/platform with
an intention to invest in businesses that require restructuring and with strong growth potential. The distressed assets
fund/platform may invest capital directly into such businesses and/or acquire the debt of such businesses in order to drive
restructuring with a view of a turnaround of the business. The platform's mandate would be to look at all sectors other than real
estate as an asset class. Within these sectors, the platform will look to investing in businesses that require restructuring and have
fundamentally strong growth prospects linked to India's infrastructure and consumption needs. In relation to our distressed asset
fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment fund from
SEBI on June 28, 2017.

Asset Quality and Risk Management

We have in place a strong risk management framework to ensure asset quality in our financial services business. Our on-going
processes for asset monitoring and management ensure that the various projects and assets which we have provided funding
with or invested in remain healthy assets. Our risk management framework is established to span across the pre-qualification
stage and pre-approval stage of a financing project, and also encompasses constant asset monitoring throughout the life cycle
of the project.

Pre-Qualification Stage

At the pre-qualification stage of our financing projects, we are typically selective of the developers in which we provide funding
to and take into consideration factors such as the developer's track record, market reputation and the status of such developer's
projects. We usually select projects which are located in Tier-1 cities and select micro-markets to provide funding to.

We maintain independence amongst the risk, legal and investment teams such that investment decisions may be vetoed by our
risk or legal teams if required. In addition, our investment committees include our independent directors and third party external
experts such that investment decisions may be made in an independent and informed manner.

Pre-Approval Stage

At the pre-approval stage, we analyse the potential investment by leveraging on Brickex to verify price and velocity assumptions
and every potential investment is also subject to a standard risk scoring system to measure the various risks associated with the
investment. We believe that our strategic alliances with large funds like CPP Investment Board and APG, who independently
assess each investment, also serve as an external validation of our investment thesis and decisions. We structure our financing
services and offerings in a manner that links our underwriting and disbursements of loans to the income-generating milestones
of a project (e.g. sales of units in the development or collection of rental income).

Constant Asset Monitoring

As part of our constant asset monitory efforts, we have set up dedicated local teams in cities in which we have investments so
as to constantly assess the performance of each project from the time of our initial investment up to our exit or completion of
such investment. Some measures we adopt in respect of our asset monitoring include:

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 Monthly site visits to ascertain the physical progress of the project, the quality of the project and to estimate any cost
overruns and delays. Site visit reports are prepared which include details illustrating the number of labourers on the
site and the progress made in respect of each work stream over the course of each site visit. The site visit reports
including those on stalled projects are highlighted to the management on a monthly basis;

 Monitoring monthly project escrow accounts and performance of items including developer sales volume, sales prices
collections, physical progress and construction costs;

 Monthly computation of cash cover to ensure adherence to minimum stipulated cash cover and to ascertain whether
additional security is required; and

 Monthly project monitoring meetings.

Our risk team assesses the risk levels of our investment portfolio by measuring a project's performance against certain factors
including sales velocity, pricing of the project, approval timelines, ability to meet principal and interest obligations and site
visit findings. Depending on the results of such assessment, the portfolio may fall under one of four categories of performance,
namely (i) no issue with no action required over next six months, (ii) no issue but to closely monitor for next six months, (iii)
stress envisaged over next six months or (iv) default. This allows our risk team to map and monitor our portfolio risk levels and
adjust our exposure in each city or region accordingly.

Our gross NPA, defined as the percentage of assets in our Total Loan Book which are more than 90 days overdue, was 0.9%
and 0.4% for the fiscal years ended March 31, 2016 and March 31, 2017, respectively. On principal loan amount, expected
credit loss provision as required under Ind AS is created, resulting in a provision of 2.2% of the outstanding loan as of March
31, 2017. For further details on our Gross NPA and expected credit losses, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operation - Asset Quality” on page 320.

Pharmaceuticals

Our pharmaceuticals business is divided into (i) global pharmaceuticals business, comprising of fully integrated end-to-end
pharmaceutical development and manufacturing services to other pharmaceutical companies and portfolio of products,
including differentiated branded hospital generic products and (ii) consumer products business.

Global Pharmaceuticals

Pharmaceutical Development and Manufacturing Services

We have a network of development and manufacturing facilities located in India, the United States, the United Kingdom and
Canada. Through these facilities we offer end-to-end services required to bring a drug to the market place to other
pharmaceutical companies. We also offer pharmaceutical development and manufacturing solutions through collaborative
partnership models and work with our customers throughout the phases of the drug life cycle.

The typical stages of a drug life cycle include (i) drug discovery, (ii) pre-clinical, (iii) clinical trial, (iv) launch of drug, (v) on-
patent and (vi) off-patent. The clinical trial phase contains three stages and we manufacture products for all three stages. We
also manufacture products for patent holders and once such patents expire we customarily manufacture products for the
subsequent broader group of companies that include such products in their portfolios Our end-to-end services are offered to
customers such as innovator companies who wish to develop a drug from scratch or alternatively, each service across the drug
life cycle may also be offered as a stand-alone service or in conjunction with other services across the drug life cycle.

In the drug discovery and development stage, our specialised team assists in the synthetic chemistry process and provide
services including ADME (absorption, distribution, metabolism, excretion) screening services. Analytical support services are
also provided by a dedicated specialist analytical team. At the clinical development stage, our research and development team
is equipped to provide solutions and expertise on the process development of Active Pharmaceutical Ingredients (“APIs”)
which are substances or substance combinations used for the manufacturing of drugs. Pre-formulation services may also be
provided to customers regarding information on developing the drug compounds to the next steps.

Our pharmaceutical contract manufacturing capabilities support the services we offer at various stages of the drug life cycle as
we are equipped to manufacture a range of products, including starting materials, drug intermediaries, APIs and finished
pharmaceutical formulations. In terms of APIs, we manufacture APIs that may be used at the pre-clinical stage and other
relevant stages of the drug life cycle. Our manufacturing capabilities also allow us to manufacture finished pharmaceutical
formulations in dosage forms such as oral solids (for example tablets and hard gelatine capsules) or sterile injectibles (for
example solutions and lyophilites).

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Portfolio of Products

Branded Hospital Generic Products

We have a differentiated branded hospital generic portfolio comprising of inhalation and injectable anaesthesia, pain
management drugs, intrathecal spasticity management drugs. We have established a presence in over 110 countries while
serving over 5,500 hospitals. Other branded hospital generic products such as Propofol and plasma volume expanders such as
Polygeline also form a part of our offerings. We offer Sevoflurane, Isoflurane, Desflurane and Halothane under our inhaled
anaesthetics portfolio. Desflurane is expected to be launched in the market in fiscal year 2018 and will complete our suite of
inhalation anaesthetic product offerings.

We are a supplier of inhaled anaesthetics, with the internal capability to manufacture all four generations of inhalation
anaesthetic products: Halothane, Isoflurane, Sevoflurane and Desflurane.

(a) Our Inhalation Anaesthesia Products

Sevoflurane

Sevoflurane is an inhalational anesthetic agent for use in induction and maintenance of general anesthesia.

Isoflurane

Isoflurane is a general inhalation anesthetic drug. Isoflurane is used for induction and maintenance of general
anaesthesia in adult and paediatric patients for inpatient and outpatient surgeries. Terrell and Attane are our trade
names for Isoflurane in human and veterinary segments, respectively.

Others

Halothane and Desflurane are forms of general anaesthetic used in inhalation anaesthesia and may be used for
induction and maintenance of general anaesthesia during an operation. We intend to launch Desflurane as a generic
product in fiscal year 2018.

(b) Our Injectable Anaesthesia Products

In 2016, we added five branded products to our intravenous portfolio being Sublimaze (fentanyl citrate), Sufenta
(sufentanil citrate), Rapifen (alfentanil), Dipidolor (piritramide), and Hypnomidate (etomidate) following our
acquisition of Janssen. The additional products are marketed throughout the world except for the United States.

All of these products, except for Hypnomidate, are controlled substances and all are brand versions of drugs that are
now generic. While the products are generic, they are considered controlled substances, which limits the competition
faced in respect of these products. As part of the acquisition of Janssen, its local affiliates continue to market and sell
these products on our behalf while we undertake other processes including supply chain and distribution activities.

The products under our injectable anaesthesia portfolio are sold in substantially the same markets as that of our inhaled
anaesthetics products portfolio.

(c) Our Intrathecal Severe Spasticity Products

Gablofen

In 2017, we acquired from Mallinckrodt LLC the intrathecal spasticity management product Gablofen (baclofen) and
two pain management products under development. Gablofen is a baclofen drug currently available in prefilled
syringes and vials, while the other intrathecal products in the market are available in ampoules In addition to Gablofen
we also acquired other products under development which will be added to our product portfolio.

Gablofen is commercialized in the United States and is marketed through a dedicated sales team. Gablofen is also
approved but not yet launched in key European markets, and we are currently developing our plans to commercialize
Gablofen in those markets and others around the world. We have sought to enhance our overall portfolio with
differentiated products that leverage our access to hospitals through these acquisitions.

(d) Other Products

Piramal Nutrition Solutions (PNS), a division of Piramal Group, is in the manufacture and supply of vitamin
ingredients and vitamin - mineral premixes. We cater to the vitamin and mineral needs of our customers which include
companies in the global pharmaceutical, food and beverage, personal care and animal feed sectors and government

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 organizations. We manufacture Vitamin A and procure Vitamin B, C, D and E in various commercial forms such us
oily forms, water miscible forms, cold water soluble powders and gelatin-encapsulated forms.

We also engage in the manufacture and supply of generic APIs across a wide spectrum of therapy areas including anti-
hypertensive, anti-fungal, anti-depressants and anti-spasmodic. These APIs are manufactured across our
manufacturing sites in India and UK.

Acquisitions

In line with our practice of entering into strategic investments in order to grow inorganically, we have undertaken the following
key acquisitions which we believe provides us with niche capabilities:

 2015: Acquisition of Coldstream Laboratories Inc. (“Coldstream”)

Coldstream is a speciality pharmaceutical CDMO focused on the development and manufacturing of sterile injectable
products. We believe that our acquisition of Coldstream complements our sterile injectible development capabilities
and allows us to further strengthen our position in the injectibles market. In addition, Coldstream also offers fill and
finish options to certain of our antibody drug conjugate customers in Grangemouth, Scotland.

 2016: Acquisition of Ash Stevens Inc. (“Ash Stevens”)

Ash Stevens is a CDMO engaged in pharmaceutical contract manufacturing and serves biotech and pharmaceutical
customers. We believe that our acquisition of Ash Stevens, which is engaged in the business of manufacturing high
potency APIs, is synergistic with our antibody drug conjugates and injectibles business.

 2016: Acquisition of injectable anaesthesia and pain management products from Janssen Pharmaceutica NV

Our product portfolio was further strengthened to include five additional injectable anaesthesia and pain management
products, namely, Sublimaze, Sufenta, Rapifen, Dipidolor and Hypnomidate. The acquisition provided us access to
over 50 countries in which these five products were being marketed.

 2017: Acquisition of portfolio of intrathecal spasticity and pain management drugs from Mallinckrodt LLC

The portfolio acquired includes Gablofen (baclofen), a severe spasticity management product, which is currently
marketed in the United States, and two pain management products, which are currently under development. Gablofen
has also been approved for launch in eight European markets.

Manufacturing Facilities

We currently have 13 manufacturing facilities based in India, the United States, United Kingdom and Canada out of which 9
sites are USFDA approved. In FY2015, we undertook several initiatives to increase our manufacturing capacity in order to
improve efficiencies and to build capacities for future growth. These capacity expansion initiatives include:

 Doubling capacities at our discover services facility in Ahmedabad

 Expanded capacity at our Grangemouth site to handle larger batch sizes of ADC manufacturing

 Expanded capacity at our Coldstream site

 Expanded capacity at our API plants to handle higher volumes.

The following table sets out the principal details with respect to our 13 manufacturing facilities for our global pharmaceuticals
business, including the products manufactured at such facility and the certifications held by the facility.

No. Facility and Location Key Manufacturing capabilities Major certifications and approvals
1 Pithampur, India Formulation manufacturing USFDA, EU (Swedish MPA), HEALTH
CANADA, WHO-GMP
2 Ahmedabad, India Drug discovery and formulation development, EU (Swedish MPA), State-GMP
clinical batch manufacturing.
3 Digwal, India API development and manufacturing, USFDA, MHRA, ANVISA, , Cofepris
Manufacturing of inhaled Anesthesia MEXICO, WHO-GMP, PMDA
4 Ennore, India API and intermediate development and WHO-GMP
manufacturing
5 Mahad, India Vitamins and Minerals premixes USFDA, WHO-GMP

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No. Facility and Location Key Manufacturing capabilities Major certifications and approvals
6 Grangemouth, United ADC and biologics manufacturing USFDA, MHRA
Kingdom
7 Morpeth, United API and formulation development and USFDA, MHRA
Kingdom manufacturing
8 Bethlehem, USA API and formulation - inhaled Anesthesia USFDA, MHRA, KFDA, Turkish FDA, ISO
13485:2003
9 Aurora, Canada API and intermediate development and USFDA, MHRA, HEALTH CANADA,
manufacturing PMDA
10 Kentucky, USA Sterile Formulation development and USFDA
manufacturing
11 Michigan, USA High Potency API development and USFDA, PMDA, MOH-RUSSIA
manufacturing
12 PR&D, LightHall Formulation Development Not applicable
Mumbai
13 Ahmedabad, India Drug discovery Not applicable

Intrathecal spasticity and pain management and injectable pain management and anaesthesia products are contract manufactured
at third party facilities.

Consumer Products Business

Our consumer products portfolio currently comprises 18 brands and various products spanning categories such as skin care,
antacid, women intimate range, kids wellbeing and baby care, pain management, oral care, gut health, respiratory and lifestyle
problems. Six of our brands are well established brands and brief details of these six brands are set out below:

 Saridon: Saridon is one of the analgesic brands used for headaches.

 Lacto Calamine: Lacto Calamine is a skin care brand available in various product-types such as lotions, facewash,
sunscreen and anti-aging creams.

 i-pill/i-know: These products form our women intimate range of products and the i-pill and i-know are an emergency
contraceptive pill and an ovulation test kit, respectively.

 Polycrol: Polycrol is an antacid brand available in the form of a consumable antacid gel.

 Tetmosol: Tetmosol is the brand of a medicated soap for skin infections.

The key drivers of growth behind our Consumer Products business may be attributed to our history of acquisitions of brands
and products in order to expand our portfolio and distribution network. Following our decision to establish an independent OTC
business in 2008, we have undertaken the following key corporate actions and acquisitions to build our Consumer Products
business:

 2015: Acquisition of “Little's”, a baby-care brand

The acquisition of “Little's” introduced a portfolio comprising the entire product range across six categories of products
including feeding bottles, skin-care, grooming accessories, apparels and toys for babies. The “Little's” brand which
caters to children in the age group of 0 – 4 years also complemented the existing “Jungle Magic” brand in our Consumer
Products business which carried products for children who were 5 – 10 years old. Following such acquisition, our
Consumer Products business could cater to a larger target group of children in the age group of 0 – 10 years.

 2015: Acquisition of five OTC brands from Organon India Private Limited. and MSD BV

Our product portfolio was expanded to include brands such as Naturolax, Lactobacil and Farizym.

 2016: Acquisition of four OTC brands from Pfizer India

The brands we acquired were Ferradol which is a nutritional supplement for children and adults, Neko which is a
medicated soap, Sloan's which is a muscular pain reliever available in balm and liniment forms and Waterbury's
Compound which is used for building cough and cold immunity.

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Sales and Marketing, Distribution and Quality Control

Global Pharmaceuticals

Sales , Marketing and Distribution

We have presence in key geographies of North America, Europe and Asia and our products are sold through our global
distribution network, which includes a dedicated sales force and distributors in more than 110 countries and over 5,500
hospitals. We believe that the strategic locations of our facilities along with our distribution system allow us to supply our
products throughout the world in an efficient manner.

We believe that our products are generally more complex to manufacture, sell or distribute than typical generic products,
including both other hospital products and non-hospital (or retail) products. We have a growing portfolio of a broad range of
generic drug products focused primarily on the hospital markets.

Our Business Development function is supported by a strategic marketing team which develops market intelligence, sets
strategy, drives lead generation, and designs and executes marketing and branding initiatives. Our strategic marketing team
monitors industry trends, produces whitepapers and also identifies potential acquisition targets in close collaboration with the
corporate M&A team.

Quality Control

Our focus on quality has led us to establish a quality management model based on four key pillars, namely governance, people,
execution and review. We have established a quality leadership team led by a Global Head of Quality that reports to a Board
member. The members of the quality function also receive training on a regular basis to keep them abreast of the latest regulatory
developments. Our quality team is autonomous within the Pharmaceuticals group and reports directly to the Executive Director
and a nominated board member.

The quality function monitors our quality practices across four work flows of technology, process, systems and people. Each
of these work flows is managed by a subject matter expert from the quality leadership team and industry best practices are
recommended and incorporated from time to time.

Our manufacturing sites are subject to regular reviews for quality. Each site is assigned to a designated corporate coordinator
who keeps close track of quality processes and identifies areas for improvement. Upon the identification of any significant
quality deviation, the affected process or system will be subject to a defined protocol in order to rectify the quality deviation.

Our quality team has developed and regularly make use of multiple proprietary tools to evaluate quality health and mitigate
risks within the organization, including:

 SENSOR Quality Health Barometer – Measures the health of our sites and predicts perpetual audit readiness.

 Quality Intelligence Cell – Shares updates on, among other things, regulatory guidelines, warning letters, FDA 483
inspection notices, corporate guidelines, whitepapers, statement of non-compliances received by other firms.

 Data Integrity Governance – A data integrity checklist is prepared, self-assessment is performed by the relevant sites,
the responses are evaluated and an action plan is designed for quality improvements.

 Audit Scorecard – Analyse readiness to face regulatory/customer audits at a site.

 New Site Integration – Assessment of all acquisitions and mergers from a quality perspective. This follows a quality
on-boarding model that conducts due diligence and rolls out integration strategies for quality systems and processes.

India Consumer Products

Sales, Marketing and Distribution

Our Consumer Products business has expanded its direct distribution reach to cover approximately over 400,000 retail outlets
with a presence in over 1,500 towns. Our direct coverage of chemists is over 220,000 outlets.

Distributors and CFAs are our other key channel partners with orders generated at the retail level being serviced by over 2,400
distributors who in turn are serviced by over 20 CFA agents. To service such a wide network, we have storage space spread
across all three nodes in India. Our sales and marketing infrastructure is further supported by a distribution network of over
2,000 employees for our Consumer Products business. Our entire sales force also utilises automated systems to capture and
monitor daily sales in addition to being supported by technology more widely.

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Quality Control

Our India Consumer Products Business utilises flexible manufacturing whereby all of our products (except for Saridon) are
made at an external site by third party vendors Such an approach provides our business with flexibility and bandwidth to focus
on our core areas without compromising on product quality. Our in-house business development team follows stringent
protocols for selection of vendors with each vendor being evaluated against a set of key parameters comprising manufacturing,
capability, regulatory compliance, quality standards and competitive pricing. A potential vendor has to score well on each of
these parameters to qualify as a business partner. Once so qualified, quality and compliance is monitored at each stage by our
in-house quality assurance (“QA”) team. The QA team conducts detailed checks at all critical points in the chain from sourcing
to finished products.

Healthcare Insights & Analytics

Our healthcare insights & analytics business is carried out primarily through Decision Resources Group (“DRG”) which we
acquired in 2012. DRG provides information management solutions such as value-added data and analytics, research reports
and knowledge-based services to customers in sectors including the pharmaceutical, biotech, medical device, payer (insurance),
provider (hospitals and other healthcare providers) and financial services sectors. DRG's products and services portfolio
comprise three business categories, namely, research and data covering the end-to-end healthcare ecosystem, custom analytics
and global consulting services. DRG's products and services are built around proprietary and data assets and algorithms,
complemented by an in-house team of subject matter experts, therapy area expert analysts, data scientists and strategy
consultants with deep industry knowledge. Established in 1990, DRG, through a combination of organic and inorganic growth
and innovation, has evolved and transformed from a life sciences syndicated market research company to a data-driven,
technology enabled, healthcare insights business.

Our revenue model is largely service-related, including subscription services, and entails a high level of recurring business. Our
legacy expertise in research and data gathering to support the pharmaceuticals industry has enabled DRG to build a database of
proprietary data, supported by our global team of industry experts and data scientists.

Our healthcare insights & analytics business is headquartered in Burlington, Massachusetts and operates across North America,
Europe and Asia with 17 offices across six countries.

Acquisitions

Growth through acquisitions has been an integral component of DRG's development as a business information company. Post
our acquisition of DRG, the healthcare insights & analytics business was further expanded through various organic and
inorganic initiatives. Our Company believes that various acquisitions have helped bolster DRG’s existing product offerings and
expanded DRG's reach to new markets. These acquisitions include:

 2015: Activate Networks

In February 2015, DRG acquired Activate Networks, a provider of network analytics that maps, analyses and activates
networks for healthcare and life sciences companies. Activate Networks helps identify key connections that drive
commercial success in companies. The acquisition of Activate Networks has expanded and augmented DRG’s Data
and Analytics business.

 2015: Healthcare Business Insights

In May 2015, DRG acquired Healthcare Business Insights, a provider of best-practice research, trainings and services.
This acquisition marked DRG's entry into the provider space.

 2015: HealthHiway

In April 2015, Piramal acquired Health SuperHiway Pvt. Ltd (now known as Searchlight Health), a healthcare analytics
company which provides data integration, analytics and solutions development to Indian healthcare providers.

 2016: Adaptive Software

In February 2016, DRG acquired Adaptive Software, a developer of pharmacy benefit and formulary management
software platforms. This acquisition marked DRG's entry into the payer space. It also expanded DRG's capabilities in
respect of the provision of data, insight and software solutions relating to amongst others, drug efficacy, pricing and
market access.

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 2017: Sharp Insight Ltd. t/a Walnut Medical

In April 2017, DRG acquired Walnut Medical, a UK-based data company that offers hospital procedure volume data.
This acquisition would provide DRG access to key European hospital-level data, to enhance and expand its data and
analytics offerings.

DRG India

In 2014, DRG launched a new initiative to transform its global and talent pool by investing and expanding operations in India.
In 2015, DRG Analytics & Insights Private Limited was incorporated and the business opened its first office in Whitefield,
Bengaluru. A second office was subsequently opened in Cyber City, Gurugram. The India team's work is intended to be an
extension of DRG's operating model across various product lines.

Competition

Financial Services

Our primary competitors according to CRISIL Research include other non-banking financial companies such as Edelweiss
Financial Services, TATA Capital Financial Services Ltd., Infrastructure Leasing and Financial Services Limited (IL&FS),
KKR India Financial Services Private Limited, IndoStar Capital Finance Limited and Capri Global Capital Limited. We also
compete with other banks for our financial services business.

Pharmaceuticals Solutions

We believe that the Indian OTC space continues to grow generally and in respect of a few key OTC categories a rapid rise in
competition has been experienced. Our products are present across all the key OTC categories, including vitamins and minerals,
cough and cold preparations, analgesics, digestive remedies and medicated skincare. We consider all large established
pharmaceutical companies as our director competitors in the consumer products space, particularly GSK Consumer Health,
Johnson & Johnson, Cipla Ltd, Dabur India, Godrej Consumer Products Abbott India, Sun Pharmaceutical India, Sanofi,
Glenmark, ITC, P&G India, Dr Reddy's, Zydus Wellness, Emami Ltd, Cadila India and Pfizer India.

Healthcare Insights & Analytics

DRG competes with several mid-size and large healthcare firms that provide a range of research, data and analytics and
consulting services. Some of the firms are highly specialized in certain of these competencies, but not necessarily all
competencies. These competitors include QuintilesIMS, Global Data, Datamonitor (Informa), Symphony Health, Inventiv
Health, Zitter Associates, Innovalon, MMIT, Mu Sigma, Optum Health, Advisory Board, ZS Associates, IBM, Cognizant and
Change Healthcare.

Additionally, DRG competes with healthcare organizations’ internal research, insights, analytics, marketing and
commercialization groups.

Employees

The Group had a total of 6,445 employees as of March 31, 2017. The following table shows a breakdown of our employees by
geographic region:

Location Number of Employees

India 4,478
United States of America 941
Other countries 1,026
Total 6,445

The following table shows a breakdown of our employees across our three core business units:

Core Business Unit Number of Employees

Pharmaceuticals 5,169
Financial Services 193
Healthcare Insights & Analytics 1,083
Total 6,445

Properties

Our registered office and corporate headquarters is located at Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade,
Kamani Junction, LBS Marg, Kurla (West), Mumbai – 400 070. In addition, our manufacturing facilities, research and

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development facilities, sales and marketing and administration offices are located in various districts in India and
internationally.

Intellectual Property

We conduct our business mainly under the “Piramal” brand names and the Piramal logo. Most of the trademarks and logos have
been registered in India with the Register of Trademarks.

Legal Proceedings

We are involved in a number of legal proceedings in the ordinary course of business. In addition, we are subject to inquiries,
examinations, audits or investigations by certain government entities and regulatory bodies including SEBI, RBI and CCI
concerning our compliance with certain laws and regulations. However, other than as described in “Outstanding Litigation and
Defaults” begninng on page 360, we are not currently a party to any proceedings and no proceedings are known by us to be
contemplated by governmental authorities or third parties, which, we believe, if adversely determined, would have a material
adverse effect on our business, prospects, financial condition or results of operations.

Insurance

We maintain insurance over our property for standard perils including fire, machinery breakdown, and earthquakes. We also
have a marine export import insurance open policy, a clinical trial policy for pharmaceutical research and a public liability
insurance policy. Our policies are subject to customary exclusions and deductibles. We believe that our insurance coverage is
consistent with industry standards for companies in India.

Corporate Social Responsibility

Our Company conducts corporate social responsibility activities primarily through certain of its subsidiary companies
(collectively known as the “Foundation”). The Foundation believes that positive change can occur, when we collaborate with
likeminded partners and nurture projects that are scalable ensuring a long-term impact. An amount of ₹ 258.6 million and ₹
394.7 million were contributed by our Company to the Foundation and other entities of the Group in respect of corporate social
responsibility activities in the fiscal years ended March 31, 2016 and March 31, 2017, respectively. Our corporate social
responsibility policy is guided by our core values, namely, Knowledge, Action and Care and we have been pursuing corporate
social responsibility initiatives even before it was mandated by law in the recent years. In line with sustainable development
goals, our corporate social responsibility initiatives are focused on the following areas including:

 Universal primary education;

 Reducing child mortality rates, improving maternal and child health, diabetes, hypertension; and

 Improving access to safe drinking water.

Our Company invests into various corporate social responsibility initiatives through Piramal Swasthya which is involved in the
provision of healthcare facilities to rural India, Piramal Foundation for Education Leadership (PFEL) which is focused on
creating leadership capacity in the education sector and Piramal Udgam which is focused on providing employment
opportunities particularly for women in rural areas. Our current corporate social responsibility effort spans across numerous
states in India and we have built partnerships with local governments and other international bodies in connection with our
corporate social responsibility initiatives.

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 OUR MANAGEMENT

Board of Directors

Our Board of Directors presently consists of 13 Directors including one Chairman, one Vice Chairperson, two Executive
Directors and nine Non – Executive Directors, of which eight are Independent Directors. The Articles of Association provide
that our Company shall not have less than three Directors and not more than 20 Directors.

Pursuant to the provisions of the Companies Act, 2013, at least two-third of the total number of Directors, excluding the
Independent Directors, are liable to retire by rotation, with one-third of such number retiring at each AGM. A retiring Director
is eligible for re-election. Further, an Independent Director may be appointed for a maximum of two consecutive terms of up
to five consecutive years each. Any re-appointment of Independent Directors shall, inter alia, be on the basis of the performance
evaluation report and approved by the shareholders by way of special resolution.

The following table sets forth details regarding our Board of Directors as of the date of this Draft Letter of Offer:

Sr. No. Name Age (years) Other Directorships

1. Ajay Piramal 62  Akshar Fincom Private Limited;

 Allergan India Private Limited;
Designation: Chairman  Kaivalya Education Foundation;
 PEL Management Services Private Limited;
Address: Piramal House 61, Pochkhanawala
 Piramal Capital Limited;
Road, Worli, Mumbai 400030
 Piramal Finance Limited;
DIN: 00028116  Piramal Foundation for Education Leadership;
 Piramal Fund Management Private Limited;
Term: Fixed term for a period of five years  Piramal Glass Limited;
with effect from April 1, 2017  Piramal Management Services Private
Limited;
Occupation: Industrialist  Pratham Education Foundation;
 Shriram Capital Limited;
Nationality: Indian
 Tata Sons Limited; and
 The Piramal Art Foundation.

2. Dr. Swati Piramal 61  Akshar Fincom Private Limited;

 Allergan India Private Limited;
Designation: Vice Chairperson  Indiaventure Advisors Private Limited;
 Nestle India Limited;
Address: Piramal House 61, Pochkhanawala
 PEL Management Services Private Limited;
Road, Worli, Mumbai 400030
 Piramal Finance Limited;
DIN: 00067125  Piramal Glass Limited;
 Piramal Management Services Private
Term: Appointed with effect from November Limited;
20, 2017 for a period of five years, subject to  Sreekovil Realty Private Limited; and
the approval of our Shareholders and liable to  The Piramal Art Foundation.
retire by rotation

Occupation: Industrialist

Nationality: Indian

3. Gautam Banerjee 63  Blackstone Advisors India Private Limited;

 Blackstone Singapore Pte Limited;
Designation: Independent Director  EDBI Pte Limited;
 GIC Private Limited;
Address: 10 Cornwall Gardens, Singapore
 Singapore Airlines Limited; and
269639
 The Indian Hotels Company Limited.
DIN: 03031655

Term: Fixed term for a period of five years

with effect from March 31, 2014

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Sr. No. Name Age (years) Other Directorships

Occupation: Professional

Nationality: Singaporean

4. Keki Dadiseth 71  Breach Candy Hospital Trust;

 Britannia Industries Limited;
Designation: Independent Director  Godrej Properties Limited;
 Indian School of Business;
Address: 8A Manek, L D Ruparel Marg,
 JM Financial Limited;
Malabar Hill, Mumbai 400006
 JM Financial Services Limited;
DIN: 00052165  Marsh & McLennan Companies Inc. India;
 Omnicom India Marketing Advisory Services
Term: Fixed term for a period of five years Private Limited; and
with effect from March 31, 2014  Siemens Limited.

Occupation: Professional

Nationality: Indian

5. Dr. Raghunath Mashelkar 74  Akamara Biomedicine Private Limited;

 Gharda Medical & Advanced Technologies
Designation: Independent Director Foundation;
 Gharda Scientific Research Foundation;
Address: D-4, Varsha Park, Baner, Pune
 Godrej Agrovet Limited;
411045
 International Longevity Centre- India;
DIN: 00074119  Invictus Oncology Private Limited;
 Reliance Industries Limited;
Term: Fixed term for a period of five years  Sakal Papers Private Limited;
with effect from March 31, 2014  Tal Manufacturing Solutions Limited;
 Tata Motors Limited;
Occupation: Scientist  Thermax Limited; and
 Vyome Biosciences Private Limited.
Nationality: Indian

6. Professor Goverdhan Mehta 74  Dr. Reddy’s Institute of Life Sciences

Designation: Independent Director

Address: Q No. A-45, South Campus, HCU,

Gachibowli, Hyderabad, Serilingampally,
CUC, Rangareddi, Telangana State 500046

DIN: 00350615

Term: Fixed term for a period of five years

with effect from March 31, 2014

Occupation: Scientist

Nationality: Indian

7. Siddharth Mehta 59  AllState Insurance;

 Avant;
Designation: Independent Director  Entrust Datacard; and
 TransUnion LLC.
Address: 159 E, Walton Place, Unit 27A,
Chicago, IL 60611, USA

DIN: 06530606

Term: Fixed term for a period of five years

with effect from March 31, 2014

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Sr. No. Name Age (years) Other Directorships

Occupation: Professional

Nationality: American

8. Anand Piramal 33  Akshar Fincom Private Limited;

 Anutham Realty Private Limited;
Designation: Non-Executive Director  Kaivalya Education Foundation;
 PEL Management Services Private Limited;
Address: 61 Pochkhanawala Road, Worli,
 Piramal Corporate Services Limited;
Mumbai 400030
 Piramal Finance Limited;
DIN: 00286085  Piramal Foundation;
 Piramal Foundation For Education
Term: Liable to retire by rotation Leadership;
 Piramal Management Services Private
Occupation: Industrialist Limited;
 Piramal Water Private Limited; and
Nationality: Indian
 PRL Developers Private Limited.

9. Nandini Piramal 37  Nithyam Realty Private Limited;

 Piramal Corporate Services Limited;
Designation: Executive Director  Piramal Udgam Data Management Solutions;
 Piramal Water Private Limited; and
Address: 5th Floor, Piramal House 61,
 The Swastik Safe Deposit and Investments
Pochkhanawala Road, Worli, Mumbai 400030
Limited.
DIN: 00286092

Term: Appointed for a period of five years with

effect from April 1, 2017 and liable to retire by
rotation

Occupation: Industrialist

Nationality: Indian

10. Subramanian Ramadorai 73  Airasia (India) Limited;

 Asian Paints Limited;
Designation: Independent Director  Breach Candy Hospital Trust;
 British Asian India Foundation;
Address: Flat No. 1, Wyoming, Little Gibbs
 DSP Blackrock Investment Managers Private
Road, Malabar Hill, Mumbai 400006
Limited;
DIN: 00000002  Hindustan Unilever Limited;
 Tata Advanced Systems Limited;
Term: Fixed term for a period of five years  Tata Boeing Aerospace Limited;
with effect from March 31, 2014  Tata Lockheed Martin Aerostructures
Limited;
Occupation: Professional  Tata Sikorsky Aerospace Limited; and
 Tata Technologies Limited.
Nationality: Indian

11. Deepak Satwalekar 68  Asian Paints Limited;

 Franklin Templeton Asset Management
Designation: Independent Director (India) Private Limited;
 Germinait Solutions Private Limited; and
Address: Flat No. 401, 4th Floor, The Orchid,
 The Tata Power Company Limited.
12th Road, Near Madhu Park, Khar (West),
Mumbai 400052

DIN: 00009627

Term: Fixed term for a period of five years

with effect from March 31, 2014

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 Sr. No. Name Age (years) Other Directorships

Occupation: Professional

Nationality: Indian

12. Vijay Shah 59  Kinnari Foundation;

 PHL Fininvest Private Limited;
Designation: Executive Director  Piramal Corporate Services Limited;
 Piramal Finance Limited;
Address: Flat No. 25, 22nd Floor,
Kanchanjunga, 72, Peddar Road, Mumbai  Piramal Glass Limited;
400026  Piramal Glass Ceylon Plc.;
 Piramal Glass – USA, Inc.;
DIN: 00021276  Piramal Glass (UK) Limited;
 Piramal Glass International Inc.;
Term: Appointed for a period of three years  Piramal Glass Williamstown LLC; and
with effect from January 1, 2018, subject to the  Piramal Glass Flat River LLC.
approval of our Shareholders and liable to
retire by rotation.

Occupation: Service

Nationality: Indian

13. Narayanan Vaghul 81  Apollo Hospitals Enterprise Limited;

 Give Foundation;
Designation: Independent Director  IKP Trusteeship Services Private Limited;
 Institute for Policy Research Studies;
Address: Flat No. 3, Sudharshan Apartments,
63, First Main Road, Near Suriya Sweets, Raja  Mahindra World City Developers Limited;
Annamalaipuram, S.O. Chennai 600028  Piramal Finance Limited;
 Universal Trustees Private Limited; and
DIN: 00002014  Wipro Limited.

Term: Fixed term for a period of five years

with effect from March 31, 2014

Occupation: Professional

Nationality: Indian

Relationship with other Directors

Dr. Swati Piramal is the wife of Ajay Piramal. Nandini Pirmal and Anand Piramal are daughter and son of Ajay Piramal and
Dr. Swati Piramal respectively.

Biographies of our Directors

Ajay Piramal is the Chairman of our Company. He holds a bachelor’s degree of science (honours) in science from the Jai Hind
College and Basantsingh Institute of Science, University of Bombay, master’s degree in management studies from Jamnalal
Bajaj Institute of Management Studies, University of Bombay and has completed the advanced management programme from
Harvard Business School Executive Education. He serves on the Harvard Business School’s Board of Dean’s Advisors and
Pratham Education Foundation. He has been appointed as a member of the advisory committee on the Corporate Insolvency
and Liquidation. He has been honoured with a doctorate degree in Philosophy (D. Phil) by the Amity University, India. He has
been awarded various awards, including the “Entrepreneur of the Year” award by the UK Trade and Investment India Business
Awards, 2006. He has experience in the fields of pharma, financial services, healthcare, real estate, information services, glass
packaging.

Dr. Swati Piramal is the Executive Vice Chairperson and Whole Time Director of our Company. She holds a bachelor of
medicine, bachelor of surgery (MBBS) degree from the University of Bombay and master’s degree in public health from the
Harvard University. She also holds certificate of registration from the Maharashtra Medical Council. She is a member of the
Harvard Board of Overseers and Dean’s Advisor to Harvard Business School and Harvard School of Public Health. Dr. Piramal
has been honoured with the Padma Shri by the President of India. She has experience in the fields of medicine, public health
and education.

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Gautam Banerjee is an Independent Director of our Company. He holds a bachelor’s degree of science (honours) from the
University of Warwick. He is a fellow of the Institute of Chartered Accountants in England and Wales, the Institute of Singapore
Chartered Accountants and the Singapore Institute of Directors. Previously, he has been a member of the Economic
Development Board and the National Heritage Board. In the past he has served, as an Executive Chairman of
PricewaterhouseCoopers (PwC) Singapore and is currently a director of GIC Private Limited and Singapore Airlines. Mr.
Banerjee was awarded the Honorary Doctor of Laws (LLD) by the University of Warwick in 2014.

Keki Dadiseth is an Independent Director of our Company. He holds a bachelor’s degree in commerce from University of
Mumbai. He is a fellow of the Institute of Chartered Accountants of England & Wales. He is a Member of the Managing
Committee, Breach Candy Hospital Trust. He has served on the boards of various companies and corporates, including
Omnicom India., Marsh & McLennan Companies, India. He is a member on the advisory boards of PricewaterhouseCoopers
Private Limited (PwC), Accenture Solutions Private Limited, India Infoline Finance Limited and IIFL Holdings Limited. He is
currently on the board of Britannia Industries Limited, Siemens Limited, Godrej Properties Limited, JM Financial Limited and
JM Financial Services Limited.

Dr. Raghunath Mashelkar is an Independent Director of our Company. He holds a doctorate degree in technology from
University of Bombay. He is on the board of directors of Reliance Industries Ltd., Tata Motors Ltd., Thermax Ltd. and is also
the President of Global Research Alliance. He has served as the Director General of Council of Scientific and Industrial
Research and also as the President of Indian National Science Academy and President of Institution of Chemical Engineers
(UK). Previously, he has been a member of the Scientific Advisory Council to the Prime Minister. He has served as National
Research Professor for National Chemistry Laboratory, Pune. He was selected for formation of a committee for examination of
best technologies concerning sanitation and water by the Ministry of Drinking Water and Sanitation. He is member of the expert
committee on technology evaluation committee for Solid and Liquid Waste and Water Supply. Dr. Mashelkar is a Fellow of
the Royal Society, London, foreign member of the National Academy of Engineering, Fellow of Royal Academy of
Engineering, U.K., Fellow of World Academy of Arts & Science, U.S.A. He is currently the chairman of National Innovation
Foundation-India and Reliance Innovation Council. Dr. Mashelkar has been honoured by the President of India with Padma
Shri, Padma Bhushan and Padma Vibhushan.

Professor Goverdhan Mehta is an Independent Director of our Company. He holds a doctorate degree in chemistry from
University of Poona. Professor Mehta has been awarded with the Padma Shri from the President of India and ‘Order of Merit
of the Federal Republic of Germany’ by the President of Federal Republic of Germany. He has received the award of ‘Knight
of the Legion of Honour’ from Ambassade de France En Inde.

Siddharth Mehta is an Independent Director of our Company. He holds a bachelor’s degree of science (economics) in
accounting and finance from the University of London. He holds master of business administration from University of Chicago.
He is currently on the board of AllState Insurance, TransUnion LLC, Avant and Entrust Datacard.

Anand Piramal is a Non-Executive Director of our Company. He holds a bachelor’s degree in economics from the University
of Pennsylvania and master’s degree in business administration from the Harvard University. He serves as a director on the
board of directors of PRL Developers Private Limited.

Nandini Piramal is the Executive Director of our Company. She holds a bachelor’s degree (honours) in politics, philosophy
and economics from the Oxford University and master’s degree in business administration from the Stanford Graduate School
of Business, Leland Stanford Junior University. She also holds a general certificate of education examination from the
University of London.

Subramanian Ramadorai is an Independent Director of our Company. He holds a bachelor’s degree (honours) in physics
from the Delhi, a bachelor’s degree of engineering in electrical communication from the Indian Institute of Science, Bangalore
and a master’s degree in computer science from the University of California. He continues to be Chairman of AirAsia (India)
Limited, Tata Technologies Limited and is on board of Tata Advanced Systems Limited. He serves as an Independent Director
on the boards of Hindustan Unilever Limited and Asian Paints Limited. Mr. Ramadorai has been awarded with the Padma
Bhushan.

Deepak Satwalekar is an Independent Director of our Company. He holds B. Tech – Mechanical degree from Indian Institute
of Technology, Bombay (“IIT Bombay”) and a M.B.A. from the American University, Washington D.C. He is currently on
the boards of Asian Paints Limited, Franklin Templeton Asset Management (India) Private Limited, the Tata Power Company
Limited and Germinait Solutions Private Limited. He is on the Advisory Council of IIT Bombay.

Vijay Shah is the Executive Director of our Company and has been associated with the Piramal Group since 2015. He is a
commerce graduate and a member of the Institute of Chartered Accountants of India. He has pursued the Management
Education Programme from IIM, Ahmedabad and Advanced Management Program from the Harvard Business School.

Narayanan Vaghul is an Independent Director of our Company. He holds a bachelor’s degree of commerce (honours) from
the University of Madras. Previously, he has served as the non-executive Chairman of ICICI Bank Limited. He was the
Chairman of CRISIL. He has been awarded with various awards, including the Padma Bhushan, Lifetime Achievement Award

99
from Economic Times, Economic Times Award for Corporate Excellence, ICSI Lifetime Achievement Award for Translating
Excellence in Corporate Governance into Reality by the Institute of Company Secretaries of India, Lifetime Achievement in
Management Award from All India Management Association and Ernst & Young Entrepreneur of the Year Award.

Confirmations

None of our Directors is or was a director of any listed company during the last five years preceding the date of filing of this
Draft Letter of Offer, whose shares have been or were suspended from being traded on BSE or NSE, during the term of their
directorship in such company.

Except as disclosed below, none of our Directors is or was a director of any listed company which has been or was delisted
from any recognised stock exchange in India during the term of their directorship in such company:

Sr. Name of the Name of the stock Date of Whether Reasons for Whether the Term of
No. company exchange(s) on delisting on the delisting delisting company directorship
which the stock was has been (along with
company was exchanges compulsory relisted relevant dates)
listed or in the company
voluntary
delisting:
1. Dr. Swati Piramal
Piramal BSE and NSE July 28, 2014 Voluntary To give flexibility No Date of
Glass to the Promoter appointment:
Limited Group to provide Febuary 6, 1998
the desired
financial support to Date of cessation:
the Company N.A.
including
modifation of the
existing capital
structure, infusion
of additional capital
and adequately
supporting the
Company’s
strategic growth
initiatives.
2. Dr. Swati Piramal
Piramal BSE and NSE July 28, 2014 Voluntary To give flexibility No Date of
Glass to the Promoter appointment:
Limited Group to provide March 12, 1998
the desired
financial support to Date of cessation:
the Company N.A.
including
modifation of the
existing capital
structure, infusion
of additional capital
and adequately
supporting the
Company’s
strategic growth
initiatives.
3. Vijay Shah
Piramal BSE and NSE July 28, 2014 Voluntary To give flexibility No Date of
Glass to the Promoter appointment:
Limited Group to provide February 7, 1998
the desired
financial support to Date of cessation:
the Company N.A.
including
modifation of the
existing capital

100
Sr. Name of the Name of the stock Date of Whether Reasons for Whether the Term of
No. company exchange(s) on delisting on the delisting delisting company directorship
which the stock was has been (along with
company was exchanges compulsory relisted relevant dates)
listed or in the company
voluntary
delisting:
structure, infusion
of additional capital
and adequately
supporting the
Company’s
strategic growth
initiatives.

Service agreements with the Directors

No service contracts have been entered into by the Directors with our Company providing for benefits upon termination of
employment.

As of the date of this Draft Letter of Offer, there are no arrangements or understanding with major shareholders, customers,
suppliers or others, pursuant to which our Company has appointed a director or a member of the senior management.

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 SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

S. Particulars Page
No. Number
1. Audited Standalone Financial Statements as at and for the year ended March 31, 2017 103
2. Audited Consolidated Financial Statements as at and for the year ended March 31, 2017 189
3. Limited Review Standalone Financial Results for the six month period ended September 30, 2017 305
4. Limited Review Consolidated Financial Results for the six month period ended September 30, 310
2017

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317
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our consolidated
Audited Financial Statements for the Fiscal Year 2017, including the notes thereto and reports thereon, each included in this
document, and our assessment of the factors that may affect our prospects and performance in future periods. Our consolidated
Audited Financial Statements included in this Draft Letter of Offer comprise our consolidated audited financial statements for
the Fiscal Year 2017 along with comparative period of Fiscal Year 2016 and transition date balance sheet of April 1, 2015,
prepared in accordance Ind AS, the Companies Act, 2013, as amended and the SEBI Regulations, which differ in certain
material respects from IFRS, U.S. GAAP and GAAP in other countries. Accordingly, the degree to which our consolidated
Audited Financial Statements in this document will provide meaningful information to a prospective investor in countries other
than India is entirely dependent on the reader's level of familiarity with Ind AS and Indian GAAP.

Since April 1, 2016, we have been required to prepare our financial statements in accordance with Ind AS. This discussion and
analysis contains forward-looking statements that reflect our current views with respect to future events and our financial
performance. Our actual results may differ materially from those anticipated in these forward-looking statements. As such, you
should also read the sections in this document “Risk Factors” and “Forward-Looking Statements” on pages 11 and 10,
respectively, which discuss a number of factors and contingencies that could affect our financial condition and results of
operations.

Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the 12 months
ended March 31 of that year.

Overview

We are an Indian multi-national business conglomerate, with a presence in financial services, pharmaceuticals and healthcare
insights & analytics.

We first entered the pharmaceuticals industry in 1988 following our acquisition of Nicholas Laboratories India Limited and
have expanded through our organic and inorganic growth strategy. Over the years, we have continued to carry out a series of
mergers and acquisitions, joint ventures, strategic alliances and various organic initiatives, including entering into the financial
services and healthcare insights & analytics space. One of the milestones in our journey was the sale of our domestic
formulations business to Abbott Healthcare Private Limited.

We organise our business activities into the following core business units: financial services, pharmaceuticals, and healthcare
insights & analytics. Our business units of financial services and pharmaceuticals are also further organised into various sub-
business units. Our financial services business currently comprises of (i) wholesale lending and (ii) alternative asset
management. In August 2017, we received a licence to start operations as a housing finance company. In relation to our
distressed asset fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment
fund from SEBI on June 28, 2017. In addition, we have strategic investments in the Shriram group which gives us access to a
retail lending platform Our pharmaceuticals business unit is divided into (i) global pharmaceuticals business, comprising of
fully integrated end-to-end pharmaceutical development and manufacturing services offerings to other pharmaceutical
companies and a portfolio of products, which includes differentiated branded hospital generic products and (ii) Indian over-the-
counter (“OTC”) consumer products business. Our global pharmaceuticals business has a presence in over 110 countries with
manufacturing bases in India, United States, UK and Canada while our Indian OTC consumer products business has a pan-
India distribution network. Separately, our healthcare insights & analytics business operates in a niche area of pharmaceutical
and healthcare market research backed by data and technology to provide clients across the healthcare value chain with insights
into their existing and future business opportunities.

For the fiscal year ended March 31, 2017, our financial services, pharmaceuticals and healthcare insights & analytics businesses
accounted for 39.2%, 46.5% and 14.3% of our total net revenues from operations, respectively. For the fiscal years ended March
31 2016 and 2017, we, in all our businesses, generated total net revenues from operations of ₹ 63,814.8 million and ₹ 85,467.5
million, respectively, and our net profit for the year was ₹ 9,047.4 million and ₹ 12,523.3 million, respectively, in each case on
a consolidated basis. Our consolidated net revenues from our business operations grew 33.9% in fiscal year 2017 compared to
fiscal year 2016.

Financial Services

We are a diversified financial services provider with a presence across the following verticals:

Wholesale Lending

As at March 31, 2016 and March 31, 2017, our Total Loan Book amounted to ₹ 133,386.6 million and ₹ 249,746.0 million,
respectively.

318
We provide integrated lending to corporates across sectors including real estate, infrastructure, renewable energy, cement,
entertainment and auto components. We commenced our real estate financing business in 2011 by providing financing to
developers to support their funding needs for the initial land purchase stage up to the stage prior to the start of construction. In
2013, we commenced funding to the infrastructure sectors and other sectors. From 2015, we commenced providing finance for
construction of projects and in 2016 we commenced offering lease rental discounting for commercial projects.

Alternative Asset Management

We provide asset management services and portfolio management services to various investors. As at March 31, 2016 and
March 31, 2017, the total AUM of the funds managed by us amounted to ₹ 87,170.0 million and ₹ 71,572.8 million, respectively.

Access to Retail Platform through Strategic Investments in the Shriram group

Over the course of 2013 and 2014, we made strategic investments in certain Shriram group companies – Shriram Capital Limited
(“SCL”), Shriram Transport Finance Company Limited (“STF”) and Shriram City Union Finance Limited (“SCUF”). We have
gained access to a platform of retail and small and medium enterprises customer segments and the insurance sector through
these strategic investments. In July 2017, certain of the Shriram group companies had approved entering into a confidentiality,
exclusivity and standstill agreement (the “CES Agreement”) with the IDFC group to evaluate a potential combination of certain
businesses and subsidiaries/affiliates/associate companies of the Shriram group engaged in the credit and non-credit financial
services sector with the IDFC group (the “Proposed Transaction”). However, on October 30, 2017, parties have agreed to call
off discussions on the Proposed Transaction and the exclusivity period pursuant to the CES Agreement stands terminated with
immediate effect.

Separately, in August, 2017, we have received license to start operations as a housing finance company. In relation to our
distressed asset fund/platform, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment
fund from SEBI on June 28, 2017.

Pharmaceuticals

Our network of development and manufacturing facilities are located in India, the United States, UK and Canada. Our global
pharmaceuticals business is positioned to address customers' needs across the drug lifecycle. We have service capabilities
ranging from drug discovery, clinical development, commercial manufacturing of APIs as well as formulations.

In addition to our service capabilities, we have a strong portfolio of products, including a differentiated branded hospital generic
portfolio comprising of inhalation anaesthesia, injectable anaesthesia as well as pain management and intrathecal spasticity
products. We have established a presence in over 110 countries while serving over 5,500 hospitals directly.

Our consumer products business operates in the OTC market in India. Our Consumer Products portfolio currently comprises
products spanning categories such as skin care, antacid, women intimate range, kids wellbeing and baby care, pain management,
oral care, gut health, respiratory and lifestyle problems.

Healthcare Insights & Analytics

Our healthcare insights & analytics business is carried out primarily through Decision Resources Group (“DRG”) which we
acquired in 2012. DRG provides information management solutions such as value-added data and analytics, research reports
and knowledge-based services to customers in sectors including the pharmaceutical, biotech, medical device, payer (insurance)
and provider (hospitals and other healthcare providers). DRG's products and services portfolio comprise three business
categories, namely, research and data, custom advanced analytics and global consulting services. DRG's products and services
are built around proprietary and data assets and algorithms, complemented by an in-house team of subject matter experts,
therapy area expert analysts, data scientists and strategy consultants with deep industry knowledge. DRG, through a
combination of organic and inorganic growth and innovation, has evolved and transformed from a life sciences syndicated
market research company to a high end data-driven, technology enabled, healthcare insights & analytics business.

Our healthcare insights & analytics business is headquartered in Burlington, Massachusetts and operates across North America,
Europe and Asia with 17 offices across six countries.

Significant Factors Affecting Our Results of Operations

Macroeconomic Factors

Macroeconomic factors, both in India and in the international markets in which we operate, have a significant effect on our
business and results of operations. These factors include levels of economic stability or instability, political uncertainty or other
political developments, social upheavals, acts of God and different rates of economic growth in different jurisdictions in which
we operate.

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The growth prospects of our financial services business in particular, including the quality of our assets and our ability to grow
our asset portfolio and implement our strategy, are influenced by the growth rate of the economy, inflationary expectations and
other macro-economic factors. The level of credit disbursed and recovery of loans are all affected by these factors. Any
slowdown in the growth of the economy, coupled with inflationary pressures and increase in unemployment rates could
adversely impact our business.

Our financial services business is also affected by the state of the real estate and housing finance sectors in India. According to
CRISIL Research, there has been an increase in housing demand over the past ten years primarily due to an increase in
employment opportunities created by IT companies in urban areas, leading to a positive outlook for the housing sector, and
helping induce investors to purchase apartments and utilise the availability of financing. (Source: Housing Finance: Industry
Information dated October 2016, published by CRISIL Research) In addition, the housing finance sector in India is growing
fast and is served by multiple institutions that cater to people in diverse geographies and across income spreads. Mortgage
lending has significantly contributed to the growth in housing construction and housing consumption activities. Any slowdown
in the growth of the housing and housing finance sectors could adversely impact our business.

Fluctuations in interest rates, exchange rates and inflation rates could have an effect on certain key aspects of our operations,
including on the costs of our raw materials, the prices at which we can sell our pharmaceutical products, our finance costs
required to fund our operations and our profit margins.

Interest Rate Volatility

Our results of operations are susceptible to interest rate movements. Interest rates are sensitive to many factors that are beyond
our control, including the monetary policies of the RBI, domestic and international economic and political conditions, inflation
and other factors.

The interest rate spread between our borrowing rate and lending rate, and specifically our ability to maintain an effective interest
rate margin in times of interest rate volatility and intense market competition, contributes directly to our income from financing
activities and revenue growth. An increase in our cost of funds, as well as competition from banks and other NBFCs, could
reduce spreads earned on our loan products.

Declining interest rates may lead to increased prepayments and repricing of our loans as borrowers seek to take advantage of
the more attractive interest rate environment to reduce their borrowing costs. Declining interest rates also may lead to a greater
demand for new funds as business owners seek to take advantage of these attractive rates, resulting in a greater volume of
financing business. Conversely, when interest rates rise, there are typically less prepayments and less pressure to reprice loans;
there is also less demand for new funds, resulting in a lower volume of financing business. In a rising interest rate scenario, our
profit margin is thus more dependent on our ability to attract new business, either through existing customers or new customers,
than it is in a declining interest rate scenario. If we are not successful in increasing the volume of our business in such a scenario,
our profit margin may deteriorate.

We diversify our borrowing mix across borrowing instruments, tenor and a mix of fixed and floating borrowings in an endeavour
to achieve an optimum asset-liability management profile. In the event that we are unable to match our lending portfolio with
our borrowings, we would be exposed to interest rate and liquidity risks as a result of lending to customers at interest rates and
in amounts and for periods that may differ from our funding sources. Any increase in the interest rates applicable to our liabilities
without a corresponding increase in the interest rates applicable to our assets will result in a decline in our margins and would
have an adverse effect on our results of operations and cash flows.

Asset Quality

The credit quality of our loans is a key driver of our results of operations, as quality loans help reduce the risk of losses from
loan impairment and write-offs. Credit risk is the risk of financial loss arising out of the inability or unwillingness of a customer
to meet his obligations. The credit risk arises because of the quality of our overall loan portfolio. Any inability to control such
risk may materially and adversely affect our financial results and operations.

We track our gross NPA level to monitor the health of our Total Loan Book. Our gross NPA level is a function of our credit
quality, which is further dependent upon our risk management framework to ensure the asset quality in our financial services
business, our constant asset monitoring process, our recovery mechanisms and credit appraisal processes. Our gross NPA,
defined as the percentage of assets in our Total Loan Book which are more than 90 days overdue, was 0.9% and 0.4% for the
fiscal years ended March 31, 2016 and March 31, 2017, respectively. On principal loan amount, expected credit loss provision
as required under Ind AS is created, resulting in a provision of 2.2% of the outstanding loan as of March 31, 2017.

Our ability to continue to reduce or contain our gross NPA level depends on a number of factors beyond our control, such as
economic conditions, particularly in the housing or real estate sectors, adverse fluctuations in interest and exchange rates or
adverse changes in Indian policies, laws or regulations and also on our ability to manage our risk.

320
Sales Volumes of our Products, and Pricing of our Products

We market our products both in India and internationally, including in the United States, Europe, Japan and elsewhere. The key
driver affecting increases or decreases in our results of operations of our pharmaceutical business has been the sales volume of
our existing products. Sales volumes are affected primarily by consumer preferences in the case of OTC products, availability
of alternative products and sources, channel margins, pricing of our products and of alternative products, and regulatory
developments, such as drug approvals or regulators' actions against another pharmaceuticals manufacturer or us, as well as by
our brand-building efforts, the quality of our products and the strength of our sales and distribution infrastructure. Our revenue
from operations attributable to our pharmaceuticals business increased by 14.0% to ₹39,728.7 million for Fiscal Year 2017
from ₹34,859.2 million in Fiscal Year 2016.

In addition, launches of new products in the market also drive the results of our operations. During the development period of
our new products, we incur costs for the development of the formulations. We also incur promotional and marketing costs for
the launch of a new product in order to ensure that it is well-received in the market.

The prices of our products are generally determined by market forces and can vary from country to country.

Production Costs and Quality of our Manufacturing Facilities

Our ability to maintain our position as an efficient and cost-effective producer of generic drugs and to increase our cost
competitiveness is dependent on the efficient management of our production costs. The availability of key raw materials at
competitive prices is critical to our profitability, and price fluctuations may affect our margins and, as a result, our profits.
Additionally, any significant changes in input taxes, such as the Goods and Services Tax in India and its equivalent in other
jurisdictions such as the Value Added Tax, customs duties and other commercial taxes levied on raw materials, packaging
materials and finished products that cannot be recovered from or passed on to customers would have an adverse effect on our
production costs.

In addition, in order to maximize our profits, we must maintain a high level of capacity utilization at our manufacturing facilities
and an appropriate standard of quality in our manufacturing facilities' equipment and processes. We currently have 13
manufacturing facilities based in India, the United States, Europe and Canada out of which 9 sites are USFDA approved, and
attaining and maintaining our certifications and approvals requires considerable expense and planning. For more information
on our manufacturing facilities and the certifications held by such facilities, see “Business—Pharmaceuticals—Global
Pharmaceuticals—Manufacturing Facilities.” We strive to maximize our operational leverage as our scale of operations
increase. To the extent we are able to achieve, preserve and maintain high levels of quality in our manufacturing processes and
facilities in the future, we would expect our results of operations to improve. Conversely, to the extent we are unable to do so,
our costs may increase, without concomitant increases in revenues. Any adverse observations as a result of regulatory
inspections may materially and adversely affect our operations.

Client Relationships and Distribution Network

Client relationships are at the core of our pharmaceuticals and healthcare insights & analytics business. We have a history of
client retention built on our successful execution of prior engagements. In addition, we are dependent on certain key clients
who may exert pricing pressure upon us.

As a client relationship matures and deepens, we seek to maximise our revenues and profitability by expanding the scope of
services offered to that client with the objective of winning more business from our clients, particularly in relation to our more
substantive and value-added service offerings. To do this, we take part in client analysis to identify opportunities with our
portfolio of existing clients, and use our relevant industry and service line experience to market additional offerings to our
clients. We view this approach as important in order to re-evaluate the relevance and criticality of our service offerings to our
clients' businesses as they grow and evolve, as well as an opportunity to further strengthen and build long-term relationships
with such clients. We believe that our ability to establish and strengthen client relationships and expand the scope of services
we offer to clients will be an important factor in our future growth and our ability to continue increasing our profitability.

We believe that our distribution network and distribution capabilities are also important factors for our pharmaceuticals
business. We have presence in key geographies of North America, Europe and Asia and our products are sold through our
global distribution network, which includes a dedicated sales force and distributors in more than 110 countries. Our global
pharmaceuticals business has manufacturing bases in India, United States, United Kingdom and Canada and our Indian OTC
consumer products business has a pan-India distribution network.

Our Inorganic Growth

We have pursued acquisition opportunities to complement our existing business offerings in the past and intend to continue
doing so in the future. Set forth below are details about some of our key business, brands and product acquisitions that we have
undertaken in the past:

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Pharmaceuticals

 2015: Acquisition of (i) Coldstream Laboratories Inc. (“Coldstream”), a speciality pharmaceutical CDMO focused
on the development and manufacturing of sterile injectable products, (ii) “Little's”, a baby-care brand and (iii) five
brands from Organon India Private Limited and MSD BV;

 2016: Acquisition of (i) Ash Stevens Inc. (“Ash Stevens”), a CDMO engaged in pharmaceutical contract
manufacturing and serves biotech and pharmaceutical customers, (ii) four OTC brands from Pfizer India and (iii)
injectable anaesthesia and pain management products from Janssen Pharmaceutica NV; and

 2017: Acquisition of portfolio of intrathecal spasticity and pain management drugs from Mallinckrodt LLC.

Healthcare insights & Analytics

 2015: Acquisition of (i) Activate Networks, a provider of network analytics that maps, analyses and activates networks
for healthcare and life sciences companies and (ii) Healthcare Business Insights, a provider of best-practice research,
trainings and services, which marked our entry into the provider space; and

 2016: Acquisition of Adaptive Software, a developer of pharmacy benefit and formulary management software
platforms, which marked our entry into the payer space; and

 2017: Acquisition of Walnut Medical, a UK-based data company that offers hospital procedure volume data.

These key acquisitions have been significant factors towards the growth of our portfolio of products, our distribution networks,
the markets where we distribute our products and our results of operations. For further details on our past acquisitions, see
“Business” beginning on page 78.

Strategic Investments

As part of our growth strategy, we invest, build, scale up and grow businesses and we evaluate strategic investment opportunities
from time to time with a view to benefit from the potential upside at the time of the sale of the investment. For example, we
acquired a stake in Vodafone India Limited in 2011 and 2012 for a total of approximately ₹58,643.7 million and then sold that
investment in 2015 for ₹89,004.5 million. We also made strategic investments in the Shriram group to give us a platform to the
retail financing business and insurance business.

Currency Exchange Fluctuations

We typically price our products and services in the local currency of the market in which they are sold. We earn revenues and
incur costs, which include costs for labour, raw materials, packing materials, transportation and capital expenditures, primarily
in U.S. dollars, British Pounds, Euro, Swiss Francs and Indian Rupee. Further, we have non-Indian Rupee indebtedness in the
form of local borrowings in jurisdictions outside India, foreign currency non-repatriable loans which we hedge with cross-
currency interest swaps and working capital facilities in the form of PCFC in U.S. dollars, which creates foreign currency
exposure in respect of our cash flows. As a result of these factors, fluctuations in various currencies against the Indian Rupee
can have a significant upward or downward effect on our revenues, as well as on our operating and finance costs.

The following table analyses our sensitivity to a 5% increase and a 5% decrease in the exchange rates of certain currencies
against the Indian Rupee for the time periods indicated:

Impact on Profit or Loss/Other Equity

For the years ending March 31,
Increase/(Decrease) 2016 2017
(₹ in millions)
U.S. Dollars 5% 1,070.80 1,078.6
(5)% (1,070.80) (1,078.6)
British Pounds 5% - 65.2
(5)% - (65.2)
Euros 5% (47.5) 103.5
(5)% 47.5 (103.5)
Swiss Francs 5% 13.5 6.2
(5)% (13.5) (6.2)

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Results of Operations

The following table shows a breakdown of our results of operations for the periods indicated:

In accordance with Ind AS

For the years ending

March 31,
2016 2017
(₹ in millions)
Revenue from Operations 63,814.8 85,467.5
Other Income (Net) 2,516.6 2,337.5
Total Income 66,331.4 87,805.0

Expenses
Cost of materials consumed 12,614.8 11,220.2
Purchases of Stock-in-trade 1,091.3 2,686.4
Changes in inventories of finished goods, work-in-progress and stock-in-trade (646.7) 104.4
Excise Duty 399.7 431.0
Employee benefits expense 16,830.5 17,938.7
Finance Costs 9,590.7 20,309.8
Depreciation and amortization 2,554.5 3,817.0
Other expenses 16,752.8 18,095.4
Total Expenses 59,187.6 74,602.9

Profit before Exceptional Items, Share of Net Profits of Investments Accounted for using 7,143.8 13,202.1
the Equity Method and Tax
Share of net profit of associates and joint ventures accounted for using the equity method 1,942.1 1,699.0
Profit before Exceptional Items and Tax 9,085.9 14,901.1
Exceptional Items 456.6 (99.5)
Profit before Tax 9,542.5 14,801.6
Less: Income Tax Expense
Current Tax 2,984.2 4,854.6
Deferred Tax (2,489.1) (2,573.4)
495.1 2,281.2
Profit for the Year 9,047.4 12,520.4

Other Comprehensive Income / (Expense) (OCI), net of tax expense:

A. Items that will not be reclassified to profit or loss (7,007.9) 8,447.3
B. Items that will be reclassified to profit or loss 977.8 (1,628.4)

Total Comprehensive Income / (Expense) for the year 3,017.3 19,339.3

Profit is attributable to:
Owners of Piramal Enterprises Limited 9,047.4 12,523.3
Non-Controlling interests - (2.9)

Other comprehensive income is attributable to:

Owners of Piramal Enterprises Limited (6,030.1) 6,818.9
Non-Controlling interests - -

Total comprehensive income is attributable to:

Owners of Piramal Enterprises Limited 3,017.3 19,342.2
Non-Controlling interests - (2.9)

The following shows the reconciliation of total comprehensive income for the year ended March 31, 2016:

Particulars For the year ended

March 31, 2016
(latest period presented
under Indian GAAP)
( ₹in millions)
Profit as per Indian GAAP 9,506.0

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 Particulars For the year ended
March 31, 2016
(latest period presented
under Indian GAAP)
( ₹in millions)
Adjustments:
Measurement of financial assets at amortised cost (1,109.4)
Measurement of financial assets at FVTPL (57.60)
Measurement of loss allowance on certain financial assets using the expected credit loss model 16.9
Reversal of amortisation of goodwill under Ind AS 760.7
Remeasurement of net pension assets (171.4)
Amortisation of distribution fees (99.0)
Measurement of forward exchange contracts at fair value 11.3
Measurement of financial liabilities at amortised cost (173.1)
Unwinding of discounting of provisions (45.5)
Recognition of lease rent expense on straight-line method (79.4)
Impact of equity method of accounting being followed for associates / joint ventures 37.2
Application of acquisition method of accounting for business combinations under Ind AS 103 59.8
Remeasurement of defined benefit obligation transferred to other comprehensive income and 20.2
(expense)
Others 21.0
Net Deferred Tax impact on all the Ind AS adjustments 349.7
Total effect of transition to Ind AS (458.6)
Profit for the year as per Ind AS 9,047.4
Other comprehensive income for the year (net of tax) (6,030.1)
Total comprehensive income under Ind AS 3,017.3

Segmental Reporting

We organise our principal business activities into the following core business units: financial services, pharmaceuticals and
healthcare insights & analytics. For more information on our business units, see “Business.”

The tables below set forth a breakdown of our revenue from operations for our financial services, pharmaceuticals and
healthcare insights & analytics businesses for the time periods indicated:

In accordance with Ind AS

For the years ending March 31,

2016 2017
₹ millions % ₹ millions %

Financial Services 17,397.2 27.3% 33,515.0 39.2%

Pharmaceuticals(1) 34,859.2 54.6% 39,728.7 46.5%
Healthcare Insights & Analytics(2) 11,559.2 18.1% 12,223.8 14.3%
Eliminations (0.8) - – -
Revenue from Operations 63,814.8 100.0% 85,467.5 100.0%
Note:
(1)
Our pharmaceuticals business is referred to as “Pharmaceuticals Manufacturing and Services” in our consolidated
Audited Financial Statements.
(2)
Our healthcare insights & analytics business is referred to as “Information Management” in our consolidated Audited
Financial Statements.

Components of Income and Expenses under Ind AS

The components of our income and expenses are as set forth below:

Total Income

Our total income includes revenue from operations and other income.

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Revenue from Operations

Our revenues from operations includes revenue from (i) sales of products (including excise duty), (ii) sales of services, (iii)
income from financing activities, which includes interest income, dividend income and others, and (iv) other operating revenues,
which includes processing charges received and miscellaneous income.

Sales of Products

Sales of products include the sales of finished goods and sales of traded goods in India and international markets. Sales of
finished goods are sales of pharmaceutical products and bulk drugs that we manufacture at our manufacturing facilities. We
also engage other companies to manufacture certain drugs and products for which we do not have the requisite facilities.

Sales of Services

Sales of services include (i) income from Research and Development (“R&D”) services with respect to the development of
products for third parties, which range from product development to the preparation of documentation for product approval and
(ii) income from our healthcare insights & analytics segment which is comprised of analytics and syndicated research sold
individually or by subscription or membership, provision of access to syndicated databases as well as consulting services.

Income from Financing Activities

Income from financing activities includes interest income from our financing business, fund management fees and dividend
income from Investments in Shriram group, specifically from our investments in STF and SCUF.

Other Operating Revenue

Other operating revenue includes processing charges received, export incentives and revenue received from the sale of scrap
that is produced during the manufacture of pharmaceutical products.

Other Income

Other income consists of interest income on financial assets (including loans and bank deposits), dividend income from our
investments in mutual funds, gains on the sale of investments, net foreign exchange gain, rent received and other miscellaneous
income. Interest income is derived from term deposits with banks, while dividend income includes dividends received from our
other investments.

Expenses

Our expenses consist of the cost of materials consumed, purchases of stock-in trade, changes in inventories of finished goods,
work-in-progress and stock-in-goods, excise duty, employee benefits expenses, finance costs, depreciation and amortization
expenses and other expenses.

Cost of Goods Sold

We define Cost of Goods Sold as (i) cost of materials consumed, (ii) purchases of stock-in-trade and (iii) changes in inventories
of finished goods, work-in-progress and stock-in-trade. Cost of materials consumed includes the cost of raw materials for
manufacturing our products and packing materials. Purchases of stock-in-trade includes the costs incurred in procuring the
traded goods such as cost of freight, insurance and input taxes payable on procurement. Changes in inventories of finished
goods, work-in-progress and stock-in-trade consist of the net increases or decreases in inventory levels of finished goods, work-
in-progress and stock-in-trade.

The below sets forth our Cost of Goods Sold for the time periods indicated.

In accordance with Ind AS

For the years ended March 31,

2016 2017
(₹ in millions)
Cost of Materials Consumed 12,614.8 11,220.2
Purchases of stock-in-trade 1,091.3 2,686.4
Changes in inventories of finished goods, work-in-progress and stock-in-trade (646.7) 104.4
Cost of Goods Sold 13,059.4 14,011.0

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Excise Duty

Excise duty is the duty that we have paid, which corresponds to an amount that was collected from our customers upon the
clearance of goods from plants.

Employee Benefits Expense

Employee benefits expenses consist of salaries and wages, contributions to employee benefit plans such as our provident fund,
gratuity expenses and staff welfare expenses.

Finance Costs

Finance costs consist of finance charges on financial liabilities and other borrowing costs.

Depreciation and Amortization Expense

Depreciation and amortization expense includes the depreciation and amortization of plant and equipment, office equipment,
furniture and fixtures, motor vehicles, buildings, intellectual property, computer software, brands and trademarks.

Other Expenses

Other expenses primarily include advertisement and business promotion expenses, professional charges, market research,
provision for expected credit loss on financial assets, repairs and maintenance expenses, travelling expenses, rates and taxes,
R&D expenses (net), power, fuel and water charges and expenses for commission on fund raising.

Exceptional Items

Exceptional items primarily include income or expenses related to significant one-time events and items such as gains on the
sale of properties and investments, costs or income associated with our R&D scale down, loss on impairment of assets and
employee severance costs.

Tax Expenses

Tax expenses include current tax, MAT credits, taxes from earlier years and deferred taxes. Current income tax is measured in
amounts expected to be paid to the tax authorities in accordance with the applicable tax law in the relevant jurisdiction. Deferred
income tax is recognised on temporary differences between the carrying amount of assets and liabilities in the separate financial
statements and the corresponding tax bases used in the computation of taxable profit.

Fiscal Year 2017 Compared to Fiscal Year 2016 (in accordance with Ind AS)

Revenue from Operations

Our revenue from operations increased by 33.9% to ₹85,467.5 million for Fiscal Year 2017 from ₹63,814.8 million for Fiscal
Year 2016. The following key factors influenced the overall increase in revenue from operations:

 a 92.6% increase in revenue from our financial services business to ₹33,515.0 million for Fiscal Year 2017 from
₹17,397.2 million for Fiscal Year 2016 primary as result of a 87.2% increase in our Total Loan Book to ₹ 249,746.0
million for Fiscal Year 2017 from ₹133,386.6 million for Fiscal Year 2016. The increase in our Total Loan Book is
attributable to an increase in construction financing loans we made and new product offerings, such as corporate loans
and lease rent discounting;

 a 14.0% increase in revenue from our pharmaceuticals business to ₹39,728.7 million for Fiscal Year 2017 from
₹34,859.2 million for Fiscal Year 2016, primarily as a result of growth on account of the acquisitions we made in
Fiscal Year 2017, namely Ash Stevens, our injectable anaesthesia and pain management products from Janssen
Pharmaceutica NV, four OTC brands from Pfizer India, intrathecal spasticity and pain management drugs from
Mallinckrodt LLC; and

 a 5.7% increase in revenue from our healthcare insights & analytics business from ₹12,223.8 million for Fiscal Year
2017 from ₹11,559.2 million for Fiscal Year 2016, primarily due to sales from Healthcare Business Insights and
Adaptive Software during the Fiscal Year 2016.

Other (Net) Income

Our other income decreased by 7.1% to ₹2,337.5 million for Fiscal Year 2017 from ₹2,516.6 million for Fiscal Year 2016,
primarily due to a decrease in income from exchange rate fluctuation from ₹1,023.9 million in Fiscal Year 2016 to ₹454.6

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million in Fiscal Year 2017 due to the strengthening of the Indian Rupee, offset by increased income from mutual fund
investments from ₹19.4 million in Fiscal Year 2016 to ₹242.3 million in Fiscal Year 2017.

Total Income

As a result of the foregoing, our total income increased by 32.4% to ₹87,805.0 million for Fiscal Year 2017 from ₹66,331.4
million for Fiscal Year 2016.

Expenses

Our total expenses increased by 26.0% to ₹74,602.9 million for Fiscal Year 2017 from ₹59,187.6 million for Fiscal Year 2016,
primarily as a result of an increase in our Cost of Goods Sold and finance costs.

Cost of Goods Sold

Our Cost of Goods Sold, which pertains only to our pharmaceuticals business, increased by 7.3% to ₹14,011.0 million for Fiscal
Year 2017 from ₹13,059.4 million for Fiscal Year 2016. Our Cost of Goods Sold increased by 7.3% as compared to our revenues
from operations for our pharmaceuticals business, which increased by 14.0%, as a result of an increase in the products that we
sold that year which had higher margins

Excise Duty

Our excise duty increased by 7.8% to ₹431.0 million for Fiscal Year 2017 from ₹399.7 million for Fiscal Year 2016, primarily
a result of the increase in revenue from sales of pharmaceuticals goods in India from ₹17,467.2 million for Fiscal Year 2016 to
₹18,757.8 million for Fiscal Year 2017.

Employee Benefits Expenses

Our employee benefits expenses increased by 6.6% to ₹17,938.7 million for Fiscal Year 2017 from ₹16,830.5 million for Fiscal
Year 2016, primarily due to an increase in salaries as a result of our acquisition of Ash Stevens in the Fiscal Year 2017 and an
increase in our workforce to 6,445 employees in Fiscal Year 2017 from 6,153 employees in Fiscal Year 2016.

Finance Costs

Our finance costs increased by 111.8% to ₹20,309.8 million for Fiscal Year 2017 from ₹9,590.7 million for Fiscal Year 2016,
primarily due to an increase in borrowings to ₹304,509.8 million for Fiscal Year 2017 from ₹162,787.9 million for Fiscal Year
2016 mainly due to growth in the lending business and because of funding acquisitions.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased by 49.4% to ₹3,817.0 million for Fiscal Year 2017 from ₹2,554.5 million
for Fiscal Year 2016, primarily due to increased capitalization of the amounts invested for acquisitions of pharmaceuticals and
healthcare insights & analytics businesses.

Other Expenses

Our other expenses increased by 8.0% to ₹18,095.4 million for Fiscal Year 2017 from ₹16,752.8 million for Fiscal Year 2016,
primarily due to an increase in advertising and business promotion, processing charges, clearing and forwarding expenses, IT
costs and a decrease in R&D expenses.

Profit Before Exceptional Items, Share of Net Profits of Investments Accounted For Using Equity Method and Tax

As a result of the foregoing factors, our profit before exceptional items, share of net profits of investments accounted for using
equity method and tax increased by 84.8% to ₹13,202.1 million for Fiscal Year 2017 from ₹7,143.8 million for Fiscal Year
2016.

Share of Net Profit of Associates and Joint Ventures Accounted for Using the Equity Method and Tax

Our share of profit attributable to associates and joint ventures decreased 12.5% to ₹1,699.0 million in Fiscal Year 2017 from
₹1,942.1 million in Fiscal Year 2016, primarily due to a decrease in profits of Bluebird Aero Systems and Allergan India Private
Limited.

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Exceptional Items

Our exceptional items for Fiscal Year 2017 created an expense of ₹99.5 million compared to an income of ₹456.6 million for
Fiscal Year 2016, primarily due to a one-time gain on sale charge attributable to the sale of a plot of land in Mulund, Mumbai
in Fiscal Year 2016.

Profit Before Tax

As a result of the above, our profit before tax increased by 55.1% to ₹14,801.6 million for Fiscal Year 2017 from ₹9,542.5
million for Fiscal Year 2016.

Tax Expense

Our total tax expense increased by 360.8% to ₹2,281.2 million for Fiscal Year 2017 from ₹495.1 million for Fiscal Year 2016,
primarily on account of an increase in profits from our financial services business. In addition, our tax expense in previous
years, including Fiscal Year 2016, was low on account of tax credits available to us for those periods.

Profit for the Year

As a result of the foregoing, our profit for the year increased by 38.4% to ₹12,520.4 million for Fiscal Year 2017 from ₹9,047.40
million for Fiscal Year 2016.

Liquidity and Capital Resources

Liquidity

We have historically met our working capital and other capital expenditure requirements primarily from cash generated by
operating activities and short-term and long-term bank borrowings. Our net cash generated from operating activities, together
with cash and cash equivalents will provide sufficient funds to satisfy our working capital requirements and anticipated capital
expenditures for the next 12 months following the date of this Draft Letter of Offer. We may, however, incur additional
indebtedness to finance all or a portion of our capital expenditures and for funding growth in financial services business or for
any other purposes depending on our capital requirements, market conditions and other factors.

Cash flows

The table below summarizes our cash flows for the periods indicated:

In accordance with Ind AS

For the years ended March 31,

2016 2017
(₹ in millions)
Net cash (used) in operating activities (69,561.9) (100,392.9)
Net cash (used) in investing activities (6,040.4) (24,202.0)
Net cash generated from financing activities 75,439.0 135,704.6
Net increase / (decrease) in cash and cash equivalents (163.3) 11,109.7
Opening cash and cash equivalents 2,333.5 2,265.7
Add/(Less) Foreign Exchange difference on cash and cash equivalents 80.2 (121.1)
Cash Balance Acquired 15.3 387.8
Closing cash and cash equivalents 2,265.7 13,642.1

Cash Flow from Operating Activities

Fiscal Year 2017

Net cash used in operating activities was ₹100,392.9 million for the Fiscal Year 2017. Our profit before exceptional items,
share of net profits of investments accounted for using equity method and tax was ₹13,202.1 million for Fiscal Year 2017,
which was adjusted for non-cash items and non-operating cash flows of ₹8,225.5 million. As a result, our operating profit before
working capital changes was ₹21,427.6 million for the Fiscal Year 2017.

The following key adjustments were made to operating profit before working capital changes to arrive at cash flow from
operating activities:

 an increase in amounts invested in debentures and others of ₹77,581.1 million, primarily on account of our financial
services business; and

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 an increase in other financial assets, non-current loans of ₹38,269.9 million, primarily on account of our financial
services business.

Cash used in our operations was ₹95,732.9 million in the Fiscal Year 2017, which was adjusted for taxes paid net of refunds of
₹4,560.5 million and exceptional items of ₹99.5 million. As a result, net cash used in our operating activities was ₹100,392.9
million for the Fiscal Year 2017.

Fiscal Year 2016

Net cash used in operating activities was ₹69,561.9 million for the Fiscal Year 2016. Our profit before exceptional items, share
of net profits of investments accounted for using equity method and tax was ₹7,143.8 million for Fiscal Year 2016, which was
adjusted for non-cash items and non-operating cash flows of ₹6,795.5 million.

The following key adjustments were made to operating profit before working capital changes to arrive at cash flow from
operating activities:

 an increase in amounts invested in debentures and others of ₹71,922.5 million, primarily on account of our financial
services business; and

 an increase in other financial assets non - current loans of ₹10,664.8 million, primarily on account of our financial
services business.

Cash used in our operations was ₹65,838.8 million in the Fiscal Year 2016, which was adjusted for taxes paid net of refunds of
₹3,296.3 million and exceptional items of ₹426.8 million. As a result, net cash used in our operating activities was ₹69,561.9
million for the Fiscal Year 2016.

Cash Flow from Investing Activities

Fiscal Year 2017 Net cash used in investing activities was ₹24,202.0 million for the Fiscal Year 2017, which was primarily
attributable to payments for purchase of property, plant and equipment and intangible assets relating to the acquisition of Pfizer
and Janssen brands and payments for our proposed new office in Mumbai of ₹21,864.1 million, amount paid for our business
acquisitions of Mallinckrodt and Ash Stevens ₹4,500.7 million primarily relating to which were partially offset by amounts
received for the sale of property, plant and equipment and intangible assets in Fiscal Year 2016 for which cash was only received
this year of ₹739.0 million.

Fiscal Year 2016

Net cash used in investing activities was ₹6,040.4 million for the Fiscal Year 2016, which was primarily attributable to the
purchase of current investments in mutual funds of ₹112,601.9 million and amounts paid for the acquisitions of Healthcare
Business Insights and Adaptive Software of ₹2,419.0 million, partially offset by proceeds from sale of current investments in
mutual funds of ₹113,813.9 million and interest income of ₹980.2 million.

Cash Flow from Financing Activities

Fiscal Year 2017

Net cash generated from financing activities was ₹135,704.6 million for the Fiscal Year 2017, mainly consisting of proceeds
from long-term borrowings of ₹193,026.2 million and proceeds from short-term borrowings of ₹469,441.5 million, partially
offset by repayment of long-term borrowings of ₹95,600.3 million and short-term borrowings of ₹426,959.0 million.

Fiscal Year 2016 (in accordance with Ind AS)

Net cash generated from financing activities was ₹75,439.0 million for the Fiscal Year 2016, mainly consisting of proceeds
from long-term borrowings from various facilities of ₹58,199.8 million and proceeds from short-term borrowings of ₹247,382.7
million, partially offset by repayment of long-term borrowings of ₹11,344.7 million and short-term borrowings of ₹207,476.8
million.

Borrowings

To fund part of our working capital and capital expenditure requirements, we enter into long-term and short-term credit facilities
and issue debt securities. Our borrowings are a mix of Indian Rupee and foreign currency borrowings. The following table
shows certain information about our borrowings as of March 31, 2017:

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 ( ₹in millions)
Non-Current borrowings:
Secured 117,141.6
Unsecured 27,815.3
Total (A) 144,956.9

Current borrowings:
Secured 2,313.4
Unsecured 118,481.4
Total (B) 120,794.8

Current maturities of long-term borrowings (C): 38,758.1

Total (A+B+C) 304,509.8

Of our total outstanding borrowings of ₹304,509.8 million as of March 31, 2017, ₹268,084.2 million was denominated in INR
and an equivalent of ₹36,425.7 million was denominated in foreign currencies. The principal amounts outstanding under the
borrowings bear interest either at a fixed rate or at a floating rate. Our floating rate borrowings are generally linked to the
LIBOR and base rates of banks.

Contractual Obligations

The following table details the remaining contractual maturity for our non-derivative financial liabilities with agreed repayment
periods. The table is drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
we can be required to pay. The table include both interest and principal cash flows. To the extent that interest flows are floating
rate, the rate applicable as of reporting period ends respectively has been considered. The contractual maturity is based on the
earliest date on which we may be required to pay.

As of March 31, 2017

Up to 1 year 1 to 3 years 3 to 5 years 5 years and above
(₹ in millions)
Borrowings 162,095.1 159,158.3 24,195.6 10,562.9
Trade Payables 7642.9 – – –
Derivative Financial Liabilities 307.3 – – –
Other Financial Liabilities 12,060.7 1,497.4 7.4 –
182,106.0 160,655.7 24,203.0 10,562.9

Contingent Liabilities and Commitments

Set forth below is a breakdown of our contractual obligations and commitments as of March 31, 2017.

( ₹in millions)
Contingent liabilities
Letter of credit opened by the banks 80.7
Guarantee issued (Other than a financial guarantee) 76.9
Letter of comfort issued by a Subsidiary 140.0
Central/State excise demand disputed in appeal 220.8
Sales tax demand disputed in appeal 176.6
Other demand disputed in appeal (includes labour matters, stamp duty, and legal cases) 127.1
Income Tax demand disputed in appeal – Company and Department 8,260.9
Pending export obligation under advance license/EPCG scheme 93.8
Claims against our Company not acknowledged as debt 6.1
Dividend payable on Compulsory Convertible Preference Shares along with tax thereon 97.6
Estimated amount of contracts remaining to be executed on capital accounts 2,101.0
Loan commitment / Commitment to invest in Non-convertible debenture / Inter corporate deposit/ 4,118.5
Optionally Convertible debenture / Alternative Investment fund
Total 15,500.0

As of March 31, 2017, we had income tax demand disputes on appeal amounting to ₹8,260.9 million. Our convertible debenture
and alternative investment fund amounting to ₹4,118.5 million relates to commitments given to our borrowers for future
lending. We estimate the amount of contracts remaining to be executed on capital accounts to be ₹2,101.0 million. These
contracts primarily relate to the acquisition of our new office in Mumbai.

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Interest Coverage Ratio

Our interest coverage ratio (equal to earnings before finance costs, income tax expense, share of net profits of associates and
joint ventures accounted for using the equity method and exceptional items over interest expense) as of March 31, 2016 and
2017 was 1.7 and 1.7, respectively.

Off-Balance Sheet Commitments and Arrangements

Except as set forth above, we do not have any other off-balance sheet arrangements, derivative instruments or other relationships
with unconsolidated entities that have been established for the purpose of facilitating off- balance sheet arrangements.

Capital Expenditures

Historical Capital Expenditures

Historically, we have incurred capital expenditure in the normal course of our business in relation to the expansion of our
existing manufacturing facilities, setting up of new manufacturing facilities, research and development facilities, acquisition of
brands and licensing rights and acquisition of businesses and we expect to continue to incur such capital expenditure in the
future.

Capital expenditure represents additions to fixed assets (tangible and intangible) or property, plant and equipment and intangible
assets plus changes in capital work in progress (i.e., expenses incurred in relation to capital assets but not capitalized).

The following table sets forth our capital expenditures, by category of expenditure, for each of the periods indicated below.

In accordance with Ind AS

For the years ended March 31,

2016 2017
( ₹in millions)
Property, Plant and Equipment
Freehold land - 81.9
Buildings 271.9 556.4
Roads - 2.3
Plant and equipment 3,263.1 3,035.5
Furniture and fixtures 89.7 122.0
Office equipment 61.4 117.4
Ships - -
Helicopter - -
Motor Vehicles 27.6 7.7
Total 3,713.7 3,923.2
Intangible Assets
Customer relations 918.4 454.6
Favourable lease 13.0 -
Technology 27.6 -
Brands and Trademarks 2,001.6 23,878.9
Copy rights, Knowhow and Intellectual Property Rights 5.3 867.4
Computer Software 746.3 1,311.9
Intangible Assets (Internally Generated)
Product Know-how - -
Total 3,712.2 26,512.8
Total (A) 7,425.9 30,436.0
Changes in Capital Work In Progress (“CWIP”)
Property, Plant and Equipment 510.1 4,455.2
Intangible Assets 310.5 790.9
Total CWIP (B) 820.6 5,246.1
Total (A + B) 8,246.5 35,682.1

We have sizeable capital expenditures for plant and equipment and brand and trademarks, which involve acquisitions.

Our capital expenditures relating to plant and equipment for the years ended March 31, 2016 and 2017 was ₹3,263.1 million
and ₹3,035.5 million, respectively. These expenditures were related to additions to our various sites in the ordinary course of
business for the years ended March 31, 2016 and March 31, 2017.

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Our capital expenditures relating to brand and trademarks for the years ended March 31, 2016 and 2017 was ₹2,001.6 million
and ₹23,878.9 million, respectively. These expenditures were related to brand and trademark acquisitions for the years ended
March 31, 2016 and March 31, 2017.

Planned Capital Expenditures

Our planned future capital expenditure relates primarily to the routine maintenance and renovation of our existing facilities and
additions to increase the capacity of our existing facilities. We expect to spend approximately ₹ 6,000 million and ₹ 3,500
million for planned capital expenditures in Fiscal Year 2018 and Fiscal Year 2019, respectively. We do not consider our current
capital expenditure plans to be material in amount, given the size, scope and nature of our business. However, our actual capital
expenditure may be higher or lower than our current expectations, and could be material in amount. Moreover, we may use
incur capital expenditure for purposes other than the above, depending on, among other factors, the business environment
prevailing at the time and any change in our business plans.

Known Trends or Uncertainties

Other than as described in this Draft Letter of Offer, particularly in the chapters “Risk Factors” and “Business” and in this
section, to our knowledge, there are no known trends or uncertainties or significant economic changes that are expected to have
a material adverse impact on our revenues or income from continuing operations.

Quantitative and Qualitative Disclosures about Market Risk

General

We are exposed to market risk as a result of our various business activities including wholesale lending, alternative asset
management, manufacturing and borrowing from changes in both foreign currency exchange rates and interest rates. We are
exposed to liquidity risk as a result of our borrowings and other liabilities. We face foreign exchange risk to the extent our
income, expenditure, assets or liabilities are denominated in currencies other than INR. Our interest rate risk results from
changes in interest rates that may affect the cost of our financing. We use financial instruments, such as interest rate swaps and
forward rate agreements to manage our foreign currency risk. We do not hold or issue derivative or other financial instruments
for trading purposes.

Risk Management

We identify and manage our business risks by way of an independent and dedicated Enterprise Risk Management (“ERM”)
system. We have an Asset Liability Management Policy and an Asset Liability Management Committee (“ALMC”), which
includes our senior management and an external industry expert, to define the strategy for managing liquidity and interest rate
risks in the business.

Risk Exposure arising from Management

Liquidity risk Borrowings and other Our ALMC deliberates on the static liquidity gap statement, future asset
liabilities growth plans, tenor of assets, market liquidity and pricing of various
sources of funds. It decides on the optimal funding mix, taking into
account the asset strategy and a focus on diversifying our sources of
funds.
Market risk - Interest Long-term borrowings at Our ALMC reviews the interest rate gap statement and the mix of
rate variable rates floating and fixed rate assets and liabilities. Our Risk Management
Group also initiated a scenario analysis to assess the short-term impact
of interest rates on net interest income.
Market risk - Sensitivity analysis We evaluate the various risks applicable to our underlying assets before
Securities price risks and after making any such strategic investments.
Market risk - Foreign Sensitivity analysis We aggregate our foreign exchange exposure and take measures to
exchange hedge such exposure based on prevalent macroeconomic conditions.
Credit risk Cash and cash equivalents, We diversify our bank deposits, credit limits and letters of credit.
trade receivables, derivative Our investment team and an independent risk assessment team assess
financial instruments, each investment in financial services and present these analyses to our
financial assets measured at Investment Committee for investment decision.
amortised cost.
Credit risk is partially mitigated by setting up a concentration risk
framework thereby incentivizing business units to diversify their
respective portfolios across counterparties, sectors and geographies.

332
Liquidity Risk

Liquidity Risk refers to the insufficiency of funds to meet financial obligations. Liquidity risk management implies maintenance
of sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit
lines to meet obligations when due.

Interest Rate Risk

We are exposed to market risk with respect to changes in interest rates related to our borrowings. We are exposed to market
risk with respect to changes in interest rates related to our borrowings. Interest rate risk exists with respect to our indebtedness
that bears interest at floating rates tied to certain benchmark rates as well as borrowings where the interest rate is reset based
on changes in interest rates set by RBI. While we hedge the interest rates on certain of our non-Indian Rupee indebtedness, if
the interest rates for our existing or future borrowings increase significantly, our cost of servicing such debt will increase.
Moreover, our interest rate risk is affected primarily by the short-term interest rates set by Indian banks.

The exposure of our borrowings to interest rate changes at the end of the reporting period are as follows:

Particulars March 31, 2016 March 31, 2017

( ₹in million)
Variable rate borrowings 55,365.5 115,419.1
Fixed rate borrowings 106,687.6 187,128.0
Total 162,053.1 302,547.1

If interest rates related to our borrowings were 100 basis points higher/lower and all other variables were held constant for us
and our subsidiaries in India, our profit before tax and other equity (pre tax) as on March 31, 2017 would decrease/increase by
₹786.8 million (for the previous year ₹289.5 million). This is mainly attributable to our exposure to borrowings at floating
interest rates.

If interest rates related to our borrowings had been 25 basis points higher/lower and all other variables were held constant for
our subsidiaries located outside India, our profit before tax and other equity (pre tax) as on March 31, 2017 would
decrease/increase by ₹91.9 million (for the previous year ₹66.0 million). This is mainly attributable to our exposure to
borrowings at floating interest rates.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange risk arising from our trade exposures, capital receipts and payments denominated
in currencies other than our functional currency.

Although our reporting currency is in INR, we transact a significant portion of our business in several other currencies.
Approximately 50.5% and 61.2% of our revenue from operations in the Fiscal Year 2017 and the Fiscal Year 2016, respectively,
were derived from sales outside India. Substantially all of our non-Indian sales income is denominated in foreign currencies,
primarily in U.S. Dollars, Euros, Pounds Sterling and Japanese Yen. Further, we continue to incur non-Indian Rupee
indebtedness in the form of external commercial borrowings and other foreign currency denominated borrowings and packing
credit, which creates foreign currency exposure in respect of our cash flows and ability to service such debt.

We also import a part of our raw materials, packing materials, stock-in-trade goods and equipment used in our manufacturing
facilities. The prices we pay for these imports are denominated in foreign currencies, predominantly in U.S. Dollars. In addition,
a portion of our other operating expenses are denominated in U.S. Dollars or other foreign currencies.

Therefore, our exchange rate risk primarily arises from our foreign currency revenues, costs and other foreign currency assets
and liabilities to the extent that there is no natural hedge. We may be affected by significant fluctuations in the exchange rates
between INR and other currencies.

Equity price risk

We are exposed to equity price risks arising from our equity investments, which we classify in our balance sheet at fair value
through other comprehensive income.

The table below summarises the impact of increases/decreases on our other comprehensive income for the period. The analysis
is based on the assumption that the equity index will have increased/decreased by 5% with all the other variables held constant
and these investments moved in the line with the index.

March 31, 2017 March 31, 2016

( ₹in million)
NSE Nifty 100, Increase by 5% 1,994.6 1,571.3

333
 March 31, 2017 March 31, 2016
( ₹in million)
NSE Nifty 100, Decrease by 5% (1,994.6) (1,571.3)

Credit Risk

We are exposed to credit risk on monies owed to us by our customers in the pharmaceuticals and healthcare and insight and
analytics businesses and our customers who borrow from us in the financial services business. If our customers do not pay us
promptly or at all, we may have to make provisions for or write-off such amounts. In the Fiscal Year 2017, and the Fiscal Year
2016, our trade receivables were ₹11,077.4 million and ₹9,708.1 million, respectively, and our Total Loan Book was
₹249,746.0 million and ₹133,386.6 million, respectively.

Critical Accounting Policies

We have prepared consolidated Audited Financial Statements contained elsewhere in this Draft Letter of Offer in accordance
with Ind AS. Our significant accounting policies are more fully described in note 2a to our consolidated Audited Financial
Statements in accordance with Ind AS. The preparation of our consolidated Audited Financial Statements requires our
management to make judgments, estimates and assumptions as disclosed in note 2b to our consolidated Audited Financial
Statements in accordance with Ind AS that affect the application of accounting policies and the reported amounts of revenues,
expenses, assets and liabilities and disclosure of contingent assets and liabilities in our consolidated Audited Financial
Statements. Actual results could differ from those estimates. We review estimates and underlying assumptions on the date of
the financial statements on an ongoing basis. We then recognize any revision to accounting estimates prospectively in current
and future periods.

Certain of our critical accounting policies and judgments, estimates and assumptions are set forth below.

Impairment of Goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which
goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to
arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. Where the actual future
cash flows are less than expected, a material impairment loss may arise.

Expected Credit Loss

When determining whether the risk of default on a financial instrument has increased significantly since initial recognition, we
consider reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis, based on our historical experience and credit assessment and including
forward-looking information.

Functional Currency

Functional currency is the currency of the primary economic environment in which we operate. We assess the factors as per
Ind AS 21 to determine our functional currency. We will reassess our functional currency if there is any change in underlying
transactions, events and conditions.

Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:

 fair value of the assets transferred;

 liabilities incurred to the former owners of the acquired business;

 equity interests issued by the group; and

 fair value of any asset or liability resulting from a contingent consideration arrangement.

Intangible Assets (including Goodwill)

Intangible assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any.
Gains or losses arising from the retirement of disposal of an intangible asset are determined as the difference between the
disposal proceeds and the carrying amount of an asset and are recognized as income or expense in the Consolidated Statement
of Profit and Loss.

334
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill and intangible assets that have an indefinite
useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Goodwill is carried at cost less accumulated impairment losses.

Financial Instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the
instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial
liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or
financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. For example, interest income from a financial
asset is recognised when it is probable that the economic benefits will flow to the group and the amount of income can be
measured reliably. Interest income is accrued on a time basis, by reference to the amortised cost and at the effective interest
rate applicable. Dividend income from investments is recognised when the shareholder's right to receive payment has been
established (provided that it is probable that the economic benefits will flow to the group and the amount of income can be
measured reliably).

Foreign Currency Transactions

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of
each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at
the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

For the purpose of presenting consolidated financial statements, the assets and liabilities of our foreign operations that have a
functional currency other than presentation currency are translated into INR using exchange rates prevailing at the reporting
date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any,
are recognized in other comprehensive income and held in foreign currency translation reserve (FCTR), a component of equity,
except to the extent that the translation difference is allocated to non-controlling interest. When a foreign operation is disposed
off, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the
foreign operation and translated at the exchange rate prevailing at the reporting date.

Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations,
the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in
foreign operation and are recognized in FCTR.

Significant Developments after March 31, 2017

For details of significant developments after March 31, 2017, see “Material Developments” on page 337.

335
 WORKING RESULTS

In accordance with circular no.F.2/5/SE/76 dated February 5, 1977 issued by the Ministry of Finance, Government of India, as
amended by Ministry of Finance, Government of India through its circular dated March 8, 1977, our working results on a
standalone basis for the period from Apri11, 2017 to September 30, 2017 are set out in the table below:

Particulars ( ₹in million)

Sales/ Turnover 14,228.8
Other Income 3,511.6
Total Income 17,740.4
Estimated Gross Profit/ Loss (excluding depreciation, interest and taxes) 8,022.8
Provision for depreciation 506.9
Provision for taxes (net) 962.6
Estimated Net Profit/ (Loss) 1,923.1

Material changes and commitments, if any, affecting our financial position

For further details in relation to material changes affecting the financial position of our Company, see “Material Developments”
on page 337.

336
 MATERIAL DEVELOPMENTS

Except as stated in this Draft Letter of Offer and as disclosed below, to our knowledge, no circumstances have arisen since
March 31, 2017 which materially and adversely affect or are likely to affect our operations, performance, prospects or
profitability, or the value of our assets or our ability to pay material liabilities.

1. In October 2017, our Company has made a qualified institutions placement of 464,330 7.80 % compulsorily
convertible debentures of face value of ₹ 107,600 each (“CCDs”) for cash at a price of ₹ 107,600 per CCD convertible
into 40 Equity Shares for an amount aggregating up to ₹ 49,961.9 million.

2. Our Board of Directors pursuant to the meeting dated October 12, 2017 have taken on a record a scheme of
amalgamation involving our Subsidiaries, Piramal Finance Limited and Piramal Capital Limited with Piramal Housing
Finance Private Limited which is also our Subsidiary, subject to approval from the National Company Law Tribunal
in relation to our application dated October 24, 2017 and any other statutory or regulatory approvals, as may be
required.

3. Mr. Rajesh Laddha ceased to be our Chief Financial Officer with effect from June 30, 2017 and was appointed as the
managing director and chief executive officer of Shriram Capital Limited.

4. On June 28, 2017, Piramal Asset Resurgence Fund has received certificate of registration as an alternate investment
fund from SEBI in relation to our distressed asset fund/platform. For further details, see “Business - Distressed Assets
Fund/Platform” on page 86.

5. Our Board of Directors, pursuant to the meeting held on November 6, 2017, approved the shifting of the registered
office of our Company within the local limits of Mumbai from Piramal Tower, Ganpatrao Kadam Marg, Lower Parel,
Mumbai 400013 to Piramal Ananta, Agasthya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg,
Kurla (West), Mumbai – 400 070.

337
 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT

The following tables present certain accounting and other ratios computed on the basis of the Financial Statements included in
“Financial Statements” beginning on page 102:

Accounting Ratios

Particulars Consolidated Standalone

As at and for As at and for As at and for As at and for As at and for As at and for
the six month the Fiscal the Fiscal the six month the Fiscal the Fiscal
period ended March 31, March 31, period ended March 31, March 31,
September 30, 2017(2) 2016(2) September 30, 2017(2) 2016(2)
2017 (1)
2017 (1)

Basic EPS (₹) 39.79 72.57 52.43 11.14 45.01 57.7

Diluted EPS (₹) 39.79 72.57 52.43 11.14 45.01 57.7
Return on Net- 4.60% 9.00% 6.86% 1.36% 5.71% 7.64%
Worth (%)
Net Asset Value per 865.21 862.44 750.35 807.03 835.79 741.79
Equity Share (₹)
(1) Not annualized.
(2) Based on Audited Consolidated and Standalone Financial Statements.

The ratios have been computed as below:

Ratios Computation
Return on Net Worth (%) Net Profit / (Loss) after tax and share of profits of associates and joint ventures

Average Networth for the year/period (excluding non controlling interests)

Net Asset Value per Share Networth or Total Equity at the end of year/period (excluding non controlling interests)

Total number of fully paid-up Equity Shares at the end of the year/period

Basic and diluted earnings Net profit / (loss) after tax attributable to equity shareholders
per share
Total number of weighted average equity shares outstanding at the end of the year/period

Standalone Capitalization Statement

The following table sets forth our Company’s capitalization on a standalone basis as at September 30, 2017 and as adjusted for
the Issue. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 318 and other financial information contained in “Financial Statements” beginning on page
102.

(in ₹ million)
As at As adjusted for the Issue(1)
September 30, 2017
Short term borrowings: 79,635.0 [●]

Long term borrowings, including current maturities: 62,171.9 [●]

Total Borrowings (A): 1,41,806.9 [●]

Shareholders’ funds:
Share capital 345.1 [●]
Securities premium 36.9 [●]
Reserves and surplus (excluding Securities Premium 1,38,881.3 [●]
account)
Total Shareholders’ funds 1,39,263.3 [●]

Issue of Compulsarily Covertible Debentures(2)(3) - [●]

(C)

338
 As at As adjusted for the Issue(1)
September 30, 2017

Total capitalization 2,81,070.2 [●]

Long-term borrowing/equity ratio 0.4 [●]

(1) The Standalone amounts are as per the Limited Review Financial Information.

(2) Our Company has issued Compulsorily Convertible Debentures through the Qualified Institutions Placement
aggregating to ` 49,961.9 million and completed the allotment on October 25, 2017.

(3) As per Ind AS 32 - 'Financial Instruments - Presentation' (Ind AS 32), Compulsorily Convertible Debentures are
considered as Compound Financial Instruments which contain both equity and financial liability components. The
Capitalization Statement does not include the impact of accounting as per Ind AS 32 between equity and financial liability.

Consolidated Capitalization Statement

The following table sets forth our Company’s capitalization on a consolidated basis as at September 30, 2017 and as adjusted
for the Issue. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 318 and other financial information contained in “Financial Statements”
beginning on page 102.

(in ₹ million)
As at As adjusted for the Issue(1)
September 30, 2017
Short term borrowings: 1,16,806.9 [●]

Long term borrowings, including current maturities: 2,71,521.4 [●]

Total Borrowings (A): 3,88,328.3 [●]

Shareholders’ funds:
Share capital 345.1 [●]
Securities premium - [●]
Reserves and surplus (excluding Securities Premium 1,48,959.0 [●]
account)
Total Shareholders’ funds 1,49,304.1 [●]

Issue of Compulsarily Covertible Debentures(2) (3) - [●]

(C)

Total capitalization 5,37,632.4 [●]

Long-term borrowing/equity ratio 1.8 [●]

(1) The Consolidated amounts are as per the Limited Review Financial Information.

(2) Our Company has issued Compulsorily Convertible Debentures through the Qualified Institutions Placement
aggregating to ` 49,961.9 million and completed the allotment on October 25, 2017.

(3) As per Ind AS 32 - 'Financial Instruments - Presentation' (Ind AS 32), Compulsorily Convertible Debentures are
considered as Compound Financial Instruments which contain both equity and financial liability components. The
Capitalization Statement does not include the impact of accounting as per Ind AS 32 between equity and financial liability.

339
 STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY

The Equity Shares are listed on BSE and NSE. The Equity Shares being issued pursuant to this Issue, have not been listed
earlier and will be listed on the Stock Exchange pursuant to this Issue. For further details, see “Terms of the Issue” on page 380.
We have received in-principle approvals for listing of the Equity Shares to be issued pursuant to this Issue from BSE and NSE
by letters dated [●], 2017 and [●], 2017, respectively.

For the purpose of this section:

 Year is a calendar year;

 Average price is the average of the daily closing prices of the Equity Shares for the year, or the month, as the case may
be;

 High price is the maximum of the closing prices and low price is the minimum of the closing prices of the Equity
Shares for the year, or the month, as the case may be; and

 In case of two days with the same high/low/closing price, the date with higher volume has been considered.

The high, low and average market prices of the Equity Shares recorded on BSE and NSE during the preceding three years and
the number of the Equity Shares traded on the days of the high and low prices were recorded are as stated below:

BSE

Fiscal High Date of High Volume on Low Date of low Volume on Average
(₹) date of High (₹) date of Low price for the
(No. of (No. of year (₹)
Equity Equity
Shares) Shares)
2015 910.70 February 26, 9,680 527.00 April 7, 2014 4,219 741.13
2015
2016 1,036.05 March 31, 10,166 816.35 September 7,632 941.21
2016 18, 2015
2017 2,066.40 August 22, 35,661 1,045.95 April 1, 2016 8,981 1,623.54
2016
(Source: www.bseindia.com)

NSE

Fiscal High Date of High Volume on Low Date of low Volume on Average
(₹) date of High (₹) date of Low price for the
(No. of (No. of year (₹)
Equity Equity
Shares) Shares)
2015 910.95 March 5, 39,660 527.75 April 7, 2014 106,974 741.73
2015
2016 1,036.45 March 31, 129,305 814.6 September 157,187 941.18
2016 18, 2015
2017 2,065.25 August 22, 301,183 1,048.25 April 1, 2016 93,953 1,622.37
2016
(Source: www.nseindia.com)

Monthly high and low prices and trading volumes on the Stock Exchanges for the six months preceding the date of filing of
this Draft Letter of Offer are as stated below:

BSE

Month Year High (₹) Date of High

Volume on Low (₹) Date of low Volume on date Average
date of High of Low price for the
(No. of (No. of Equity month (₹)
Equity Shares)
Shares)
May, 2017 2,866.10 May 15, 2017 167,053 2,490.15 May 9, 2017 8,421 2,666.45
June, 2017 3,048.25 June 12, 2017 90,049 2,777.00 June 29, 2017 11,918 2,875.55
July, 2017 2,954.70 July 19, 2017 10,646 2,819.10 July 5, 2017 14,220 2,906.78

340
 Month Year High (₹) Date of High Volume on Low (₹) Date of low Volume on date Average
date of High of Low price for the
(No. of (No. of Equity month (₹)
Equity Shares)
Shares)
August, 2017 2,964.80 August 7, 5,355 2,578.65 August 22, 17,010 2,764.66
2017 2017
September 2,909.95 September 157,458 2573.25 September 10,008 2,735.84
2017 14, 2017 28, 2017
October 2017 2,773.60 October 19, 5,241 2,625.55 October 25, 18,188 2,728.10
2017 2017
Source: www.bseindia.com

NSE

Month Year High (₹) Date of High Volume on Low (₹) Date of low Volume on date Average
date of High of Low price for the
(No. of (No. of Equity month (₹)
Equity Shares)
Shares)
May, 2017 2,866.25 May 15, 1,434,636 2,490.90 May 9, 2017 131,323 2,666.02
2017
June, 2017 3,054.10 June 12, 569,235 2,771.50 June 29, 2017 159,023 2,874.86
2017
July, 2017 2,956.20 July 19, 2017 101,538 2,818.25 July 4, 2017 229,216 2,906.32
August, 2017 2,963.50 August 7, 103,363 2,579.35 August 22, 239,387 2,765.37
2017 2017
September 2,907.10 September 532,374 2,567.55 September 28, 199,021 2,735.08
2017 14, 2017 2017
October 2,774.20 October 10, 168,747 2,625.95 October 25, 263,504 2,774.20
2017 2017 2017
Source: www.nseindia.com

Week end prices of Equity Shares along with the highest and lowest closing prices on the Stock Exchanges for the last four
weeks preceding the date of filing of this Draft Letter of Offer is as stated below:

BSE
For the week ended on Closing Price (₹) High (₹) Low (₹)
November 3, 2017 2,691.70 2,717.85 2,678.30
October 27, 2017 2,703.80 2,736.35 2,625.55
October 20, 2017* 2,773.60 2,773.60 2,746.25
October 13, 2017 2,743.75 2,770.50 2,740.80
Source: www.bseindia.com

NSE
For the week ended on Closing Price (₹) High (₹) Low (₹)
November 3, 2017 2,684.40 2,727.00 2,672.55
October 27, 2017 2,706.50 2,738.40 2,625.95
October 20, 2017* 2,768.95 2,768.95 2,747.95
October 13, 2017 2,742.35 2,774.20 2,742.35
Source: www.nseindia.com
* October 20, 2017 being a trading holiday, prices have been considered for October 19, 2017

The closing market price of the Equity Shares of our Company as on one day prior to the date of this Draft Letter of Offer was
2,762.40 on BSE and 2,757.35 on NSE. The Issue Price is ₹ 2,380 and has been arrived at prior to determination of the Record
Date.

341
 SECTION VI: INDUSTRY OVERVIEW

The information in this section has been extracted from publicly available information, various government publications,
industry sources, data and statistics including from the World Bank, the GoI, the RBI, the CIA World Factbook, CRISIL
Research, IMS Health, VisionGain, MarketLine. While we have exercised reasonable care in compiling and reproducing such
official, industry, market and other data in this document, neither we, the Book Running Lead Manager nor any other person
connected with the Issue have independently verified this information and, accordingly, this information should not be relied
on as if it had been so verified. Industry sources and publications generally state that the information contained therein has
been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions
are not guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on such
information. Unless otherwise stated, all years refer to calendar years.

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report)
based on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not
guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or
for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity
covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of
investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to
the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the
Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have
the necessary permission and/or registration to carry out its business activities in this regard. Piramal Enterprises Limited will
be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part thereof outside
India. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings
Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of
a confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings Division /
CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written approval.

Global Economy

The World Bank expects global real GDP growth to rise to 2.7% in 2017 from forecasted global real GDP growth of 2.3% in
2016. For 2017, the World Bank forecasts real GDP growth in advanced economies and real GDP growth in emerging market
and developing economies to be 1.8% and 4.2%, respectively. The expected growth would reflect receding obstacles to activity
for commodity exporters and continued solid domestic demand in commodity importers. Weak investment and productivity
growth are, however, weighing on medium-term prospects across many emerging market and developing economies. According
to the World Bank, global real GDP growth is projected to pick up and reach 2.9% by 2018, while global real GDP growth in
emerging market and developing economies will rise to 4.6% and global real GDP growth in advanced economies will remain
at 1.8%. (Source: World Bank Group. 2017. Global Economic Prospects, January 2017 Weak Investment in Uncertain Times.
Washington, DC: World Bank. doi:10.1596/978-1-4648-1016-9. License: Creative Commons Attribution CC BY 3.0 IGO
("World Bank Report"))

Since January 2016, commodity prices have largely stabilized and the World Bank projects commodity prices to increase
moderately during 2017 to 2019, which will provide support for commodity-exporting emerging markets and developing
economies. With the anticipated increases in commodity prices, particularly for oil, the divergence in growth outlooks between
commodity exporters and importers is set to narrow. The long-term outlook from these developments is however clouded by
uncertainty over global trade prospects and advanced-economy policies, a weakening in potential output resulting from subdued
investment, sluggish productivity growth and demographic factors. Weakness in the global economy has persisted and risks
have become more pronounced. Stalling global trade, weak investment, the rise of isolationist policies in some countries and
heightened policy uncertainty have depressed world economic activity. Advanced economies continue to struggle with subdued
growth and low inflation in a context of increased uncertainty about policy direction, tepid investment and sluggish productivity
growth. (Source: World Bank Report)

The Indian Economy

The Indian economy is one of the largest economies in the world with GDP at market prices of an estimated ₹152.5 trillion for
fiscal year 2017. (Source: Central Statistical Office of India's Ministry of Statistics and Programme Implementation, available
at http://mospi.nic.in/sites/default/files/press_release/nad_pr_28feb17r.pdf as of April 30, 2017) India is also one of the fastest
growing major economies with private final consumption contributing over half of overall GDP growth of 7.9% in 2015-16.
(Source: RBI Annual Report 2015-16) In recent years, India has become a popular destination for foreign direct investment
("FDI") owing to its well-developed private corporate sector, large consumer market potential, large well-educated and English
speaking workforce and well-established legal systems. Overall, India attracted FDI of approximately US$55.4 billion in fiscal
year 2016 and US$45.1 billion in fiscal year 2015 as compared to an average of US$23.1 billion from fiscal year 2001 to fiscal
year 2013. (Source: Department of Industrial Policy and Promotion, Ministry of Commerce & Industry, Government of India
– Fact Sheet on FDI from April 2000 to December 2016)

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Fiscal year 2016 was characterised by a moderate recovery for the Indian economy amidst global trade uncertainties.
Maintaining macroeconomic stability and external viability remain key priorities for the Indian economy while stimulating
private investment and reinvigorating the banking sector. Domestic GDP growth showed a marginal improvement from 7.2%
in fiscal year 2015 to 7.9% in fiscal year 2016, primarily attributable to an increase in private final consumption expenditure
from 6.2% in fiscal year 2015 to 7.4% in fiscal year 2016. (Source: RBI Annual Report 2015-16) However real GDP growth
slowed to 7.1% in fiscal year 2017. The Central Statistical Office data depicts that this growth was led by increases in private
consumption demand, even as capital formation remained weak. Gross value added ("GVA") increased from 6.9% for fiscal
year 2015 to 7.8% in fiscal year 2016 but decreased in fiscal year 2017 to 6.7%. (Source: Central Statistical Office of India's
Ministry of Statistics and Programme Implementation, available at
http://mospi.nic.in/sites/default/files/press_release/nad_pr_28feb17r.pdf as of April 30, 2017) Private investment remained
weak in fiscal year 2017 however, and demonetisation further added, albeit marginally, to a slowdown in growth.

India has progressed over the past few years in terms of external sector adjustments with current account deficits decreasing
and balance of payments increasing. Despite moderation in India’s exports, India’s current account deficit has increased from
US$7.1 billion (1.4% of GDP) in the third quarter of fiscal year 2016 to US$7.9 billion (1.4% of GDP) in the third quarter of
fiscal year 2017. (Source: The RBI's Developments in India’s Balance of Payments during the Third Quarter (October -
December) of 2016-17). The balance of payment surplus has been healthy owing to better foreign portfolio inflows and steady
FDI flows. Foreign exchange reserves have risen to US$367 billion as of end-March 2017 from US$356 billion as of end-
March 2016 and US$341.4 billion as of end-March 2015. (Source: The RBI's Weekly Statistical Supplement)

A narrowing of fiscal and current account deficits and reducing inflation has helped to stabilise INR. The INR was largely
resilient against USD in fiscal year 2015 but depreciated marginally by an average of 1.1% over fiscal year 2015. The INR
declined overall in fiscal year 2016 due to emerging market sell-offs, expectations of an interest rate increase by the United
States Federal Reserve, global uncertainty due to the devaluation of the Chinese Yuan and changes in China's exchange rate
policy. In fiscal year 2017, the INR experienced two-way volatility due to India's improving macroeconomic fundamentals, the
outcome of the United States presidential election, foreign institutional investment flows into India and the passage of India's
GST bill. While the INR ended fiscal year 2017 at ₹64.84 to the USD, rallying approximately 4.7% from end-December 2016,
it depreciated on average 2.4% against the USD between fiscal year 2016 and fiscal year 2017. (Source: RBI’s Database on
Indian Economy; https://dbie.rbi.org.in/DBIE/dbie.rbi?site=home)

The median age of the Indian population is 27.6 years old and 45.7% of the population is under 24 years old. In 2015, the urban
population comprised 32.7% of the total population and the rate of urbanization was 2.38% annual rate of change. (Source: CIA
World Factbook available at https://www.cia.gov/library/publications/the-world-factbook/geos/in.html)

The political dynamics in India have shifted to primarily focus on building the economy. For example, the Government
introduced economic reforms such as the Skill India initiative in 2015 to focus on youth skill development, the Make in India
initiative in 2014 to transform India into a global design and manufacturing hub, which led to the opening up of key sectors in
the Indian economy and increased foreign direct investment and the Smart Cities Mission in 2015, where the Government
allocated an estimated US$7.5 billion as part of its urban development agenda to improve the quality of life in 109 of India's
urban centers. (Source: Ministry of Skill Development and Entrepreneurship available at http://msde.gov.in/background.html;
Make in India available at http://www.makeinindia.com/about; India Smart Cities Mission available at
http://smartcities.gov.in/content/innerpage/what-is-smart-city.php)

The Indian Banking and NBFCs Sector Overview

Indian Banking Industry

Constituents

Non banking financial companies ("NBFCs") are classified on the basis of liabilities into two broad categories: a) deposit-
taking and b) non-deposit-taking. Deposit-taking NBFCs (NBFC – D) are subject to requirements of capital adequacy, liquid
assets maintenance, exposure norms among other items.

Further, in 2015, non-deposit-taking NBFCs with an asset size of ₹ 5 billion and above were labeled as 'systemically important
non-deposit taking NBFCs' (NBFC – ND – SI) and separate prudential regulations were made applicable to them.

A breakdown of the classification of NBFCs based on liabilities is below.

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(Source: NBFC Report dated October 2016, published by CRISIL Research)

The RBI

The RBI is the central regulatory and supervisory authority for the Indian banking sector. Besides regulating and supervising
the banking system, the RBI performs the following important functions:

 acts as the central bank and the monetary authority;

 issues currency;

 manages debt for the central and certain state governments that have entered into agreements with it;

 regulates and supervises financial institutions including banking institutions and NBFCs;

 manages the country's foreign exchange reserves;

 manages the capital account of the balance of payments;

 regulates and supervises payment settlement systems;

 operates a grievance redress scheme for bank customers through the banking ombudsmen and formulates policies for
fair treatment of banking customers; and

 develops initiatives such as financial inclusion and strengthening of the credit delivery mechanisms to priority sectors
and weaker sections, including agricultural entities, small and micro-enterprises and for affordable housing and
education.

The RBI issues guidelines on various issues relating to the financial reporting of entities under its supervision. These guidelines
regulate exposure standards, income recognition practices, asset classification, provisioning for non-performing and
restructured assets, investment valuation and capital adequacy. All the institutions under the purview of the RBI are required to
furnish information relating to their businesses on a regular basis.

Public sector banks

Public sector banks are scheduled commercial banks with a significant Government shareholding and constitute the largest
category in the Indian banking system. These include the State Bank of India ("SBI"), 19 nationalised banks and 56 regional
rural banks with 45 sustainable regional rural banks. The regional rural banks were established by the GoI, the state governments
and sponsoring commercial banks in an effort to develop the rural economy. Regional rural banks are regulated and supervised
by the National Bank for Agriculture and Rural Development ("NABARD"). In June 2016, the Government approved the
merger of the SBI with its five associate banks. On April 1, 2017, the merger was completed and the SBI now functions as a
unified entity.

Public sector banks accounted for 66.2% of gross bank credit and 70.6% of the aggregate deposits of the scheduled commercial
banks as of December 2016. (Source: Quarterly Statistics on Deposits and Credit of Scheduled Commercial Banks (SCBs) as
on December 31, 2016)

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Private sector banks

After bank nationalisation was completed in 1980, the majority of Indian banks were public sector banks. Some of the existing
private sector banks which showed signs of an eventual default were merged with state-owned banks. In July 1993, as part of
the banking reform process and as a measure to induce competition in the banking sector, the RBI permitted entry by the private
sector into the banking system which resulted in the emergence of private sector banks, collectively known as the "New Private
Sector Banks". As of December 2016, there are a total of 21 private banks. (Source: RBI Report on Trend and Progress of
Banking in India 2015-16.) Private sector banks grew their aggregate deposits by 23.6% and grew their bank credit by 17.7%.
These figures do not include regional rural banks. (Source: Statistical Tables Relating to Banks in India, 2015-16)

Foreign banks

In 2009, as part of the liberalisation process that accompanied the second phase of the reform process that began in 2005, the
RBI began permitting foreign banks to operate more freely, subject to requirements largely similar to those imposed on domestic
banks. The primary activity of most foreign banks in India has been in the corporate segment. However, some of the larger
foreign banks have made retail banking a significant part of their portfolios in recent years. Most foreign banks operate in India
through branches of the parent bank. Certain foreign banks also have wholly owned non-banking financial company subsidiaries
or joint ventures for both corporate and retail lending.

As of December 2015, there were 46 foreign banks operating in India with a combined total of 325 branches. (Source: Statistical
Tables Relating to Banks in India)

Cooperative banks

Cooperative banks cater to the financing needs of agriculture, small industry and self-employed businessmen in urban, semi-
urban and rural areas of India. The state land development banks and the primary land development banks provide long-term
credit for agriculture. The Banking Regulation (Amendment) and Miscellaneous Provisions Act, 2004, which came into effect
on September 24, 2004, specifies that all multi-state cooperative banks are under the supervision and regulation of the RBI.
Accordingly, the RBI is currently responsible for the supervision and regulation of urban cooperative societies, NABARD, state
cooperative banks and district central cooperative banks. The wide network of cooperative banks, both rural and urban,
supplements the commercial banking network for deepening financial intermediation by bringing a large number of
depositors/borrowers under the formal banking network.

Recent Developments

Interest rates

The RBI has constantly relied on adjustments of the repo rate to meet its policy agenda. Due to a steady fall in CPI inflation,
the RBI has cut policy rates by an aggregate of 175 bps over the period January 2015 to April 2016. The repo rate was first
reduced by 25 bps in January 2015 to address the weak investment climate and the need to mitigate supply constraints. In
September 2015, benign cereal prices and moderation in crude oil prices motivated the RBI to cut the policy repo rate by 50
bps to boost domestic demand and stimulate investment. In order to bring the CPI inflation rate down to 5% the RBI further
reduced the repo rate by 25 bps to 6.5% in April 2016, which was the lowest the repo rate has been since March 2011. The
policy rate corridor was narrowed by reducing the marginal standing facility ("MSF") rate by 75 bps to 7% and increasing the
reverse repo rate by 25 bps to 6% for a finer alignment of the weighted average call rate with the policy repo rate. (Source: RBI
Annual Report 2015-16 available at http://www.rbi.org.in.)

In the first bi-monthly monetary policy statement for fiscal year 2017 announced on April 5, 2016, the RBI reduced the repo
rate from 6.75% to 6.5%. It maintained the repo rate at 6.5% until the fourth bi-monthly monetary policy statement announced
on October 4, 2016, when the RBI further reduced the repo rate by 25 bps to 6.25%. The repo rate has been maintained at 6.25%
ever since the last adjustment on October 4, 2016. (Source: Monetary Policy, Reserve Bank of India available at
http://www.rbi.org.in.)

Asset quality The gross non-performing asset ("NPA") ratio for scheduled commercial banks increased from 7.8% in March
2016 to 9.1% in September 2016, pushing the overall stressed advances ratio to 12.3% from 11.5%. This deterioration in NPAs
occurred for both public sector banks and foreign banks. In September 2016, the gross and net NPA ratio for public sector banks
stood at 11.8% and 7.4%, respectively. Private sector banks recorded stable gross and net NPA ratios at 3.2% and 1.6% in
September 2016, respectively. (Source: RBI Financial Stability Report dated December 2016)

Across the industry, the banks have been making efforts to reduce the amount of NPA via various legal dispute resolution
channels such as Lok Adalats, Debt Recovery Tribunals and the invocation of the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI"). In 2015-16, the recovery rate of all banks decreased.
The scheduled commercial banks recovered ₹227.68 billion as against ₹307.92 billion during the previous year and the public
sector banks could only recover ₹197.57 billion as against ₹278.49 billion during the previous year. The reduced recovery rate
was largely due to a 52% reduced recovery rate for SARFAESI. Recovery rates for Lok Adalats and Dispute Recovery Tribunals

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increased by 127.6% and 51.2%, respectively. Four sub-sectors (basic metal, construction, textiles and food processing) had
above 20% of the stressed advances for their respective sectors with these four sub-sectors having 30.5% of total stressed
advances of all scheduled commercial banks as of September 2016. (Source: RBI Financial Stability Report dated December
2016)

The Indian Non-Banking Financial Companies Sector

Overview

The Indian Financial Services industry comprises banks and non-bank financial institutions. Although the banking system
dominates financial services, non-banking financial institutions, comprised of (i) NBFCs and (ii) all-India financial institutions
such as the NABARD, Small Industries Development Bank of India and Export-Import Bank of India, have grown in
importance by carving a niche for themselves in under-penetrated regions and un-banked segments. (Source: NBFC Report
dated October 2016, published by CRISIL Research)

NBFCs are typically structured and classified on the following lines:

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(Source: NBFC Report dated October 2016, published by CRISIL Research)

According to CRISIL, NBFCs help to fill gaps in the availability and provision of financial services with respect to products as
well as customer and geographic segments catering to rural and semi-urban communities without access to banks and by lending
to the informal sector and individuals without credit histories thereby assisting the Government and regulators with financial
inclusion. (Source: NBFC Report dated October 2016, published by CRISIL Research)

An NBFC is a company that is engaged in the business of loans and advances, acquisition of securities, leasing, hire-purchase,
insurance, and chit funds. An NBFC does not denote any institution whose principal business is agricultural or industrial activity
or sale/purchase/construction of immovable property. (Source: NBFC Report dated October 2016, published by CRISIL
Research)

NBFCs lend and make investments similar to banks with a few differences: NBFCs cannot accept demand deposits or issue
cheques drawn on themselves; they do not form part of a payment and settlement system; and unlike banks, deposit insurance
from the Deposit Insurance and Credit Guarantee Corporation is not available to depositors of NBFCs. (Source: NBFC Report
dated October 2016, published by CRISIL Research)

NBFCs also often possess quicker turnaround time together with the ability to offer more customized solutions for a client's
funding needs. (Source: NBFC Report dated October 2016, published by CRISIL Research)

The Evolution of NBFCs

NBFC history may be broadly split into the following periods:

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From the late 1980s up to the mid-1990s, the number of NBFCs increased substantially. In 1981, there were 7,063 NBFCs and
by 1996 the number had increased to 51,929. Growth in lending activity was also fuelled by rapid industrial growth due to
regulatory liberalisation in 1991. (Source: NBFC Report dated October 2016, published by CRISIL Research)

The public deposit base of NBFCs broadened at an average rate of 80% CAGR during Fiscal Year 1993 to Fiscal Year 1997.
In the late 1990s several, loans granted by NBFCs encountered problems however with a number of NBFCs defaulting in
repayments to their depositors. (Source: NBFC Report dated October 2016, published by CRISIL Research)

As a response to these defaults the RBI introduced stringent guidelines in Fiscal Year 1998 by amending the RBI Act to provide
a comprehensive regulatory framework for NBFCs including compulsory registration (irrespective of whether the particular
NBFC held public deposits) for commencing and carrying on the business of a non-business financial institution. To monitor
the financial health and prudential functioning of NBFCs, the RBI also issued directions regarding acceptance of deposits, set
prudential norms in respect of capital adequacy, income recognition, asset classification and provisioning for bad and doubtful
assets, exposure norms and other measures. A minimum entry point, net worth of ₹2.5 million (which was subsequently revised
upwards to ₹ 20 million) was also introduced. This period also saw the rise of NBFCs with specific target clientele and
specialised areas of interest (such as gold loans). (Source: NBFC Report dated October 2016, published by CRISIL Research)

More recently the NBFC sector has been subject to consolidation leading to the emergence of larger NBFCs with diversified
activities and portfolios with a growing number of NBFCs with an asset base in excess of ₹5 billion. The regulatory response
has followed this growth and consolidation with the introduction of exposure and capital adequacy norms for NBFCs with
assets of ₹ 5 billion and above. (Source: NBFC Report dated October 2016, published by CRISIL Research)

Key regulatory distinction between NBFC and banks

While the regulations in this space are also continuing to move towards convergence with bank traditional regulations and
norms, certain differences still exist, such as in respect of statutory liquidity ratio (SLR) requirements, the applicability of a
cash reserve ratio (CRR) and priority sector norms. A summary of the key distinctions is repeated below.

(Source: NBFC Report dated October 2016, published by CRISIL Research)

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The Indian Wholesale Lending Industry

Overview

Wholesale lending includes the provision of credit to large corporates, mid-sized companies, international trade finance
businesses, other banks and financial institutions and encompasses long and short term funding, with long term loans typically
accounting for a majority of the loan book. While long term loans are driven by investment cycles, short term loans are
influenced by business revenue and working capital requirement. (Source: NBFC Report dated October 2016, published by
CRISIL Research)

Wholesale lending can be provided by banks, NBFCs and HFCs. Banks have a higher market share in wholesale lending vis-à-
vis NBFCs.

The graphs below highlight the market size for NBFCs in India and the share of NBFCs as against banks and HFCs in the
market.

(Source: CRISIL Research Report Update dated May 2017, published by CRISIL Research)

(Source: CRISIL Research Report Update dated May 2017, published by CRISIL Research)

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Banks differ from NBFCs in terms of product offerings, customer profile, risk appetite and interest charged. Banks with a large
asset base and market penetration offer a wide variety of products to large corporates as compared to NBFCs. Banks extend
long and short term funding to diverse sectors whereas NBFCs have limited exposure to long term funding, except for certain
public NBFCs that cater to the infrastructure sector. Banks also have a diverse customer profile which include large corporates,
whereas NBFCs may cater to clients tending towards a riskier profile such as business start-ups. Large corporates with healthy
credit profiles, and projects with stable and viable cash flows, typically prefer banks over NBFCs owing to the lower costs of
funds and interest rates. Interest rates as offered by banks are typically lower than those offered by NBFCs on average by
approximately 250-350 basis points. NBFCs have also been strengthening their presence in metro and non-metro areas by way
of structured finance transactions as part of their wholesale finance offering. Products offered by NBFCs under the umbrella of
wholesale financing are either short or long term, and include promoter funding, margin funding, special situation funding
(including acquisition financing), structured and mezzanine financing and real estate funding, among others. Advances are also
being made to some distressed industries owing to their revival. (Source: NBFC Report dated October 2016, published by
CRISIL Research)

Innovation and customisation of product offerings has helped NBFCs to maintain a niche position in wholesale finance along
with maintaining strong working relationships with various corporates. Despite higher interest rates NBFCs continue to be
attractive compared to banks as NBFCs can generally offer more complex and structured deals. In addition, given the rise of
NPAs, Indian banks have taken a cautious approach in lending thereby giving NBFCs, especially those supported by well-
established parent companies, the ability to more effectively compete with banks for market share. (Source: NBFC Report dated
October 2016, published by CRISIL Research)

The NBFCs market is reflected in the graph below.

(Source: NBFC Report dated October 2016, published by CRISIL Research)

Most NBFCs catering to the wholesale finance segment focus on real estate funding, given their high cost of funds, as they can
charge higher interest rates compared to other wholesale finance products. The other key segment for NBFCs in the wholesale
finance space is corporate loans. (Source: NBFC Report dated October 2016, published by CRISIL Research)

The Indian Housing Finance Market

Overview

The housing finance market in India is served by multiple institutions that cater to people in diverse geographies and across
income spreads. Mortgage lending has significantly contributed to growth in housing construction and housing consumption.
(Source: NBFC Report dated October 2016, published by CRISIL Research)

CRISIL Research estimates outstanding housing finance loans in India to be at ₹12,318 billion in Fiscal Year 2016 and projects
this figure to increase to ₹17,666 billion by Fiscal Year 2018, supported by the NBFCs' niche presence in Tier II and III cities
as well as increased finance penetration. (Source: NBFC Report dated October 2016, published by CRISIL Research)

The graph below illustrates the outstanding housing finance loans market in India for the time periods indicated.

350
(Source: CRISIL Research Report Update dated May 2017, published by CRISIL Research)

In Fiscal Year 2016, CRISIL Research attributes 61% and 39% of the outstanding housing finance loans to banks and housing
finance companies ("HFCs"), respectively. CRISIL Research expects HFC's share to remain stable, as banks too have become
aggressive in the retail segment due to asset-quality issues in corporate loans. (Source: NBFC Report dated October 2016,
published by CRISIL Research)

The graph below shows the percentage contribution of outstanding housing finance loans as attributable to banks and HSFCs
for the time periods indicated.

(Source: CRISIL Research Report Update dated May 2017, published by CRISIL Research)

Growth Drivers

CRISIL Research has identified several growth drivers of the housing finance industry in India as detailed below.

Rise in finance penetration. According to CRISIL Research, rising demand for housing from tier-II and tier-III cities, and a
subsequent surge in construction activity, have increased the focus of financiers on these geographies. Consequently, CRISIL
Research estimates finance penetration in urban areas to have increased to 42.7% in Fiscal Year 2016 from an estimated 39%
in Fiscal Year 2012.

CRISIL Research estimates finance penetration in rural areas to have risen slightly to 8.95% in Fiscal Year 2016 from 8.20%
in Fiscal Year 2012. CRISIL Research expects finance penetration to increase to 44.5% in urban areas and to 9.4% in rural
areas by Fiscal Year 2018 as a result of the Government's incentives for affordable-housing and rising competition in higher
ticket sized loans.

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Pradhan Mantri Awas Yojana: Housing for all by 2022. The ‘Housing for all by 2022’ scheme was launched in June 2015 and
aims to construct more than 20 million houses across India by 2022. The scheme’s target beneficiaries are the poor and people
belonging to the Economic Weaker Section (EWS) and Low Income Group (LIG) groups in urban areas.

Tax benefits. Tax sops have been instrumental in driving growth in the housing and housing finance sectors. The government
has provided tax sops to both borrowers and lenders as follows:

 Tax sops for individuals: Tax deduction is available for home loans under two sections of the Income Tax Act, 1961
(excluding home loans from private sources, such as friends and family).

 Interest paid on home loans: As per Section 24 (B) of the Income Tax Act, 1961, annual interest payments of up to
₹200,000 (₹300,000 for senior citizens) on housing loans can be claimed as a deduction from taxable income.

 Principal repayment of home loan: As per Section 80(c) (read with section 80 CCE) of the Income Tax Act, 1961,
principal repayments of up to ₹150,000 on a home loan are allowed as a deduction from gross total income.

 Tax sops given to lenders: Under Section 36 (1) (viii) of the Income Tax Act, 1961, with respect to any special reserve
created and maintained by a financial corporation engaged in providing long-term finance for construction or purchase
of houses for residential purposes, a maximum amount of 20% of the profits derived from such business (computed
under the head 'profits and gains of business or profession') and carried to such special reserve, is tax deductible. This
deduction is available only up to twice the total amount of the company's paid-up share capital and its general reserve.

(Source: NBFC Report dated October 2016, published by CRISIL Research)

The Global Pharmaceutical Industry

The pharmaceuticals industry is one of the largest industries in the world and comprises companies that are involved in the
development, production and marketing of pharmaceutical products. Its continued growth has been driven by factors such as
an increase in elderly populations and a growing middle class in emerging economies that have boosted the demand for
pharmaceuticals. The increased focus by governments to improve healthcare infrastructure that provide people with greater
access to treatment and medication has also contributed to the growth in the global pharmaceuticals industry.

According to IMS Health, global medicine use is expected to reach 4.5 trillion doses by 2020, increasing by 24% from 2015.
Global spending on medicines is expected to reach US$ 1.4 trillion by 2020, reflecting an increase of 29 to 32% from 2015.
Spending on specialty therapies will continue to be more significant in developed markets than in pharmerging markets, and
different traditional medicines will continue to be used in developed markets compared to pharmerging markets. Spending
growth will be driven by brands, as well as increased usage in pharmerging markets, and will be offset by patent expiries and
net price reductions. (Source: IMS HEALTH, Institute for Healthcare Informatics Global Medicines Use in 2020 dated Nov
2015. IMS Health. Copyright 2015. All rights reserved)

Developed markets will contribute 63% of the spending, led by the U.S. Original brands will represent 52% of spending and
85% of global spending will be for medicines to treat non-communicable diseases. These distributions of costs belie the very
different perspective on a volume basis where lower-cost/higher-volume medicines dominate the overall use of medicines.
(Source: IMS HEALTH, Institute for Healthcare Informatics Global Medicines Use in 2020 dated Nov 2015. IMS Health.
Copyright 2015. All rights reserved)

Specialty and traditional medicines

A rising proportion of medicines are specialty medicines. In 2020, 28% of global spending will be for specialty medicines, up
from 26% in 2015. Spending will be more focused on specialty medicines in developed markets accounting for 36% of spending
in 2020, compared to only 12% in pharmerging markets. (Source: IMS HEALTH, Institute for Healthcare Informatics Global
Medicines Use in 2020 dated Nov 2015. IMS Health. Copyright 2015. All rights reserved)

The use of traditional medicines account for the majority of medicine spending globally, but there are very different patterns of
usage and spending in developed markets compared to pharmerging markets. In developed markets, some of the major classes
of medicines have experienced reduced spending due to patent expiries whereas differences in disease morbidity and the
adoption of innovation drive the remainder of differences. (Source: IMS HEALTH, Institute for Healthcare Informatics Global
Medicines Use in 2020 dated Nov 2015. IMS Health. Copyright 2015. All rights reserved)

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The charts below show the proportion of spending for specialty medicines to global spending on medicines in 2020.

(Source: IMS HEALTH, Institute for Healthcare Informatics Global Medicines Use in 2020 dated Nov 2015. IMS Health.
Copyright 2015. All rights reserved)

Growth Drivers

The key drivers of the US$349 billion in growth over the next five years will be due to access expansion in pharmerging
countries, greater use of more expensive branded medicines in developed markets, and greater use of cheaper alternatives when
loss of exclusivity occurs. (Source: IMS HEALTH, Institute for Healthcare Informatics Global Medicines Use in 2020 dated
Nov 2015. IMS Health. Copyright 2015. All rights reserved)

Growth in spending on medicines in pharmerging markets of US$125 billion to 2020 is driven primarily by wider use of
medicines. The per capita increases in volume and spending reflect the strong commitment to wider access to healthcare from
government and expanded private insurance markets that many pharmerging countries are experiencing. (Source: IMS
HEALTH, Institute for Healthcare Informatics Global Medicines Use in 2020 dated Nov 2015. IMS Health. Copyright 2015.
All rights reserved)

The difference in per capita spending growth and overall spending growth over the next five years is indicative of population
growth, while the overall high level of per capita spending growth reflects both access expansions and the rising mix of higher
cost medicines being used in pharmerging markets. U.S. spending on medicines will reach US$560-590 billion in 2020, a 34%
increase in spending over 2015 on an invoice price basis. This growth will be driven by innovation, invoice price increases
(offset by off-invoice discounts and rebates) and the impact of loss of exclusivity. The top 5 European markets will spend
US$180-190 billion on medicines in 2020, an increase of US$40 billion, which includes US$19.4 billion of exchange rate
effects and is mostly driven by Germany and the wider adoption of specialty medicines. (Source: IMS HEALTH, Institute for
Healthcare Informatics Global Medicines Use in 2020 dated Nov 2015. IMS Health. Copyright 2015. All rights reserved)

Greater usage of branded medicines will contribute about US$48 billion to spending growth, while invoice price increases,
primarily in the U.S., will contribute US$115 billion. However, the price increases will be offset by off-invoice discounts and
rebates. (Source: IMS HEALTH, Institute for Healthcare Informatics Global Medicines Use in 2020 dated Nov 2015. IMS
Health. Copyright 2015. All rights reserved)

Small molecule patent expiries will have a larger impact 2016-2020 than in the prior five years and there will be an increased
impact from biologics. The loss of exclusivity for branded products is expected to reduce brand spending by US$178 billion in
the next five years, a larger amount than the last five years, despite the often reported cluster of patent expiries in 2011 and
2012. The exposure of brands to loss of exclusivity will be higher, at US$190 billion, over the next five years and the impact
of those expiries on brand spending will be greater as biosimilars begin to have a larger impact. (Source: IMS HEALTH, Institute
for Healthcare Informatics Global Medicines Use in 2020 dated Nov 2015. IMS Health. Copyright 2015. All rights reserved)

The Pharmaceutical Contract Manufacturing Industry

Pharmaceutical contract manufacturers, also known as contract manufacturing organizations ("CMOs") or contract
development and manufacturing organizations ("CDMOs") provide manufacturing services to pharmaceutical companies on a
contract basis for certain parts of their businesses, including for the manufacture of Active Pharmaceutical Ingredients ("APIs"),
the manufacture of highly potent APIs, formulation development and analysis, and clinical and commercial supply

353
manufacturing. (Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated March 2016, published by
VisionGain)

CMO services can range from pre-clinical services, such as providing small amounts for pre-clinical R&D, to clinical services,
such as the supply of clinical trials with drugs, to post-approval services, such as the supply of drugs for commercial purposes.
(Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated March 2016, published by VisionGain)

Originally, the pharmaceutical contract manufacturing industry was such that CMOs were short-term suppliers to
pharmaceutical companies in the event that in-house resources were insufficient. In the last two decades, this sector has evolved
so that CMOs are a mainstay of the industry and now provide a wide range of essential services to the pharmaceutical sector.
Pharmaceutical companies are now outsourcing a wide range of manufacturing services to CMOs, such as the manufacture of
small molecules and biologics for generics and branded drugs. This outsourcing of services is now a regular feature of the
pharmaceutical industry along with the trend of pharmaceuticals companies acquiring smaller CMOs to make use of their
services. (Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated March 2016, published by VisionGain)

The benefits of outsourcing in the pharmaceutical market are lower costs, access to specialized equipment and flexibility. In
addition, pharmaceutical companies can also enter new sectors of the market with fewer risks and costs as CMOs can provide
pharmaceutical companies with expertise on such new sectors and new regional areas of the market. (Source: Pharmaceutical
Contract Manufacturing Market 2016-2026 dated March 2016, published by VisionGain)

Sectors

Visiongain classifies the pharma contract manufacturing industry into three sectors:

 API and intermediate manufacturing;

 Finished dose formulation ("FDF") manufacturing, which includes clinical and commercial manufacturing of the
finished dosage form, as well as services such as lyophilisation, spray drying and aseptic filling; and

 other services, which includes pre-formulation and formulation development services, analytical testing services and
regulatory consulting services.

(Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated 8 March 2016, published by VisionGain)

In 2014, API manufacturing accounted for the largest contribution to the pharma contract manufacturing market in terms of
revenue, with total revenues of US$39.3 billion or 68.0% of the market. FDF manufacturing service revenues totalled US$16.0
billion for the same period, accounting for 27.7% of the market. (Source: Pharmaceutical Contract Manufacturing Market
2016-2026 dated March 2016, published by VisionGain)

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Visiongain forecasts that the API manufacturing sector will gradually lose its market share to the FDF manufacturing sector.

Market

According to Visiongain, the global pharmaceutical contract manufacturing market (in terms of revenue) amounted to US$65.3
billion in 2016 and is forecasted to increase to US$83.9 billion by 2020. (Source: Pharmaceutical Contract Manufacturing
Market 2016-2026 dated March 2016, published by VisionGain)

The graph below shows the size of the pharmaceutical contract manufacturing market according to Visiongain for the time
periods indicated.

Pharmaceutical Contract Manufacturing Market Size (US$ billion)

In 2016, demand for pharmaceuticals contract manufacturing in the developed market accounted for the greatest proportion of
CMO revenues, with the United States, the European Union and Japan accounting for 73.7% of the global market. These
countries are headquarters for most of the world’s leading pharmaceutical companies, as well as the majority of leading CMOs,
particularly in the FDF manufacturing sector. The United States accounted for the greatest share of contract manufacturing
demand, with a market size of US$26.8 billion in 2016. Although it is one of the largest pharmaceuticals markets in the world,
Japan has a comparatively small contract manufacturing market with a market size of US$5.0 billion in 2016. (Source:
Pharmaceutical Contract Manufacturing Market 2016-2026 dated March 2016, published by VisionGain)

The table below shows the pharmaceutical contract manufacturing market by countries for the time periods indicated.

2016 2017 2018 2019 2020

US (%) 40.9 40.3 39.2 38.7 38.0
EU (%) 25.1 24.9 24.8 24.7 24.5
Japan (%) 7.7 7.5 7.3 7.2 7.2
BRIC Nations (%) 16.8 17.0 17.0 17.2 17.5
Other (%) 9.5 10.3 11.6 12.2 12.9
Total 100.0 100.0 100.0 100.0 100.0

Growth Drivers

Visiongain has identified the following as growth drivers of the pharmaceutical contract manufacturing industry:

 rising development of biologics and biosimilars;

 increased use of generics worldwide;

 greater demand for self-administration;

 growth in clinical development pipelines;

 greater drug potency and complexity;

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 growth in emerging pharmaceutical markets;

 companies focusing on core competencies; and

 increased funding for small pharmaceutical companies.

(Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated 8 March 2016, published by VisionGain)

Trends

Consolidation of CMOs

The pharmaceuticals contract manufacturing industry has seen a trend of CMO consolidation in previous years and Visiongain
expects consolidation to continue as CMOs strive to provide a one-stop shop, offering services from API manufacturing to
finished doses. (Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated March 2016, published by
VisionGain)

According to Visiongain, the key factors leading to CMO consolidation are:

 smaller players struggling in recent years as a result of the decline in demand for outsourcing in developed markets,
primarily due to the lingering impact of the global economic crisis;

 leading players are on the look out to acquire niche market players providing advanced manufacturing capabilities;
and

 smaller players are consolidating amongst themselves to combine capacity and breadth of services in order to remain
competitive with larger counterparts.

(Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated March 2016, published by VisionGain

Heightened Regulatory and Compliance

Visiongain expects global regulatory developments to continue in response to drug development and manufacturing trends.
CMOs will need to keep up to date with these developments as regulatory compliance is a key deciding factor in CMO selection.
While GMP compliance is high in developed markets, rates vary among emerging market CMOs. Affordability is no longer the
main parameter in selecting CMOs for partnership. (Source: Pharmaceutical Contract Manufacturing Market 2016-2026 dated
March 2016, published by VisionGain)

Therapy Segments

The pharmaceutical market can be divided into different therapeutic segments on the basis of application. Certain of these
segments are set forth below.

Inhalation anaesthesia. The size of the global inhalation anaesthesia market, as defined by the EpMHRA ATC Guidelines
2017, is approximately US$1.1 billion in 2016. As of 2016, Sevoflurane commands a majority share in the global inhalation
anaesthesia market, as defined by the EpMHRA ATC Guidelines 2017, and covers approximately 72% of the market. In 2016,
the global inhalation anaesthesia market, as defined by the EpMHRA ATC Guidelines 2017, is more or less equally split
between the United States, Europe and the rest of the world. The developed markets tend to dominate the market but recent
trends suggest that emerging countries are increasingly using more of such products, from 30.8% in 2014 to 33.8% in 2016.
(Source: IMS HEALTH, MIDAS Database, MAT Dec 2016, IMS Health. Copyright 2016. All rights reserved)

Sterile injectibles. The global sterile injectable market was approximately US$367 billion in 2016. The United States is the
largest market for sterile injectables in 2016, contributing 40.6% of the global demand while Europe’s share contributed to
23.8% for the same period. (Source: IMS HEALTH, MIDAS Database, MAT Dec 2016, IMS Health. Copyright 2016. All rights
reserved)

The Indian OTC Pharmaceuticals Market

MarketLine forecasts the Indian OTC pharmaceuticals market to have a value of US$3.2 billion by 2019 from US$1.9 billion
in 2014, an increase of 68.4% since 2014 and at CAGR of 11% during the forecasted period. MarketLine attributes India's
strong growth in OTC pharmaceuticals to an expanding rural presence. Traditionally, there has been limited infrastructure
outside of the big cities. As a result, expansion into the rural areas (where, according to World Bank estimates, approximately
68% of the Indian population live) permits companies to access a materially large reserve market. (Source: OTC
Pharmaceuticals in India dated September 2015, published by MarketLine)

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In comparison, MarketLine expects the Chinese and Japanese OTC pharmaceuticals markets to grow at CAGRs of 6.3% and
0.9% over the 2014 to 2019 period respectively, to reach US$24.7 billion and US$12.0 billion in 2019 from US$181 billion
and US$114 billion, respectively. (Source: OTC Pharmaceuticals in India dated September 2015, published by MarketLine)

Category Segmentation

The over-the-counter ("OTC") pharmaceuticals market consists of the retail sale of:

 traditional medicines;

 cough and cold preparations, including tablets, mixtures, lozenges, topical remedies and inhalers;

 vitamins and minerals, including multi-vitamins, single minerals, single vitamins, tonics and cod liver oil;

 indigestion preparations, including tablets, powders and mixtures,

 analgesics, such as Paracetamol, Ibuprofen and Aspirin;

 medicated skin products such as anti-bacterials, acne treatments, anti-fungal treatments and disinfectants;

 topical OTC medicines, such as anaesthetic products, anti-itch products and antibiotic creams/gels;

 plasters and bandages, including adhesive bandages/plasters, first aid tape, gauze pads/rolled gauze, liquid bandages
and other tape or bandage;

 first aid kits; and

 others, such as anti-smoking aids, rectal medications, eye/ear drops, sleeping aids, and motion sickness medications /
remedies.

(Source: OTC Pharmaceuticals in India dated September 2015, published by MarketLine)

According to MarketLine, vitamins and minerals is the largest segment of the OTC pharmaceuticals market in India in 2014
and accounted for 26.7% of the market's total value, followed by traditional medicine (19.0%), cough and cold preparations
(18.6%) and analgesics (14.9%). (Source: OTC Pharmaceuticals in India dated September 2015, published by MarketLine)

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Distribution Channels

MarketLine identifies (i) pharmacies and drugstores, (ii) independent retailers, (iii) convenience stores, (iv) supermarkets
and hypermarkets and (v) others as distribution channels in the OTC pharmaceuticals market in India. Pharmacies and drug
stores are the leading distribution channels in the OTC pharmaceuticals market in India in 2014 and accounted for 69.7% of
the total market's value, followed by independent retailers (20.2%) and convenience stores (5.4%). (Source: OTC
Pharmaceuticals in India dated September 2015, published by MarketLine)

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In this market, manufacturers can differentiate by demonstrating a drug that has a greater clinical benefit than another and also
through a strong brand image. For example, GSK owns the Panadol brand (marketed as Crocin in India), which is a paracetamol-
based product. Although there are other cheaper paracetamol products for sale, a strong brand has helped support Crocin sales.
Sales growth has been sustained by innovation and extensions to the product. (Source: OTC Pharmaceuticals in India dated
September 2015, published by MarketLine)

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 SECTION VII: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND DEFAULTS

Our Company and our Subsidiaries are subject to various legal proceedings from time to time, mostly arising in the ordinary
course of its business. Except as disclosed below, there is no outstanding litigation against our Company and its Subsidiaries
including, suits, criminal or civil prosecutions and taxation related proceedings that would have a material adverse effect on
our operations or financial position. Further, except as disclosed below, there is no outstanding litigation against our Company
and our Subsidiaries involving issues of moral turpitude, criminal liability, material violations of statutory regulations or
economic offences and no such litigation had arisen against our Company and our Subsidiaries in the preceding ten years. The
aforementioned confirmations, with respect to our Subsidiaries, requiring disclosures for the preceding 10 year period, are
provided with effect from the date of acquisition of such Subsidiaries. Our Company has no outstanding defaults in relation to
statutory dues payable, dues payable to holders of any debentures and interest thereon, and in respect of deposits and interest
thereon, defaults in repayment of loans from any bank or financial institution and interest thereon. Further, there are no
outstanding litigations that may not have an impact on the future revenues of our Company, involving financial liability, to the
extent quantifiable, of one percent or more of the consolidated net worth of our Company in the Fiscal 2017.

A summary of litigation and disputes that may have an impact on the future revenues involving potential financial liability, to
the extent quantifiable, of one per cent or more of the consolidated revenue of our Company in the Fiscal 2017 for outstanding
litigation and certain other litigation which we consider material is as follows:

Litigation involving our Company

(A) Matters which are pending or which have arisen in the immediately preceding ten years involving issues of moral
turpitude or criminal liability on the part of our Company

Criminal Cases

1. Loknath Ratnakar (“Complainant”), a former C&F agent, filed a complaint before the JMFC, Patna, against
our Company, our Promoter director Ajay Piramal, our Director Vijay Shah and certain officers of our
Company, for offences under the IPC including, criminal breach of trust and alleged misappropriation of
funds, on the grounds that notice of termination was issued to the Complainant. Thereafter, our Company and
certain Directors approached the Patna High Court to quash the proceedings before the JMFC, Patna. The
matters are currently pending.

2. Loknath Ratnakar (“Complainant”), a former C&F agent, filed a complaint before the court of the CJM,
Patna, against our Company, our Promoter director Ajay Piramal, our Director Vijay Shah and certain officers
of our Company, for offences under the IPC, on the grounds that our Company took a road permit through
the Complainant, however supplied products to another distributor instead of the Complainant. The matter is
currently pending.

3. Drugs Inspector, Drugs Control Department, New Delhi, filed a complaint (“Complaint”), before the
Metropolitan Magistrate, Tis Hazari Court, Delhi against our Company, our Director Vijay Shah and officers,
under the Drugs and Cosmetics Act, 1940 on the ground that Tixylix, a children’s cough ‘linctus’ was not of
standard quality and tested negative for Pholcodine. Our Company filed a petition (“Petition”) before the
Delhi High Court for quashing the Complaint. However, the Delhi High Court dismissed the Petition and
remanded the matter to the trial court. Subsequently, a discharge application was filed by our Company before
the Metropolitan Magistrate, Tis Hazari Court, Delhi which was dismissed. Our Company filed a revision
petition (“Revision Petition”) before the Court of District and Sessions Judge (Rohini), Delhi, and the same
was transferred to the court of the Additional Sessions Judge. The matter is currently pending.

4. The State of Jharkhand (through the Medicine Inspector, Ranchi), filed two complaints, before the Sub-
Divisional Judicial Magistrate (“Magistrate”) against our Company and a C&F Agent, for offences
pertaining to supply of medicines to different agents, instead of the institutions to which they were billed. Our
Company filed a petition before the Ranchi High Court to quash the proceedings before the Magistrate. The
Ranchi High Court passed an interim order to stay the proceedings till final orders are issued. The matters are
currently pending.

5. A show cause notice was issued by the Drugs Control Department, to our Company, certain directors and
officials of our Company, for violating, the provisions of the Drugs and Cosmetics Act, 1940 by
manufacturing a medicine under the brand Grogro containing fixed dose combination of Cyproheptadine
with Lysine or Pepton, a combination banned by the GoI. The State (through the Drug Inspector, Belgaum)
filed a complaint before the JMFC, Belgaum against our Company, and certain officials for offences under
the Drugs and Cosmetics Act, 1940. During the pendency of the case, our Company filed a petition
(“Petition”) before the Karnataka High Court to quash the proceedings before the JMFC Belgaum, and the

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 Karnataka High Court granted interim stay on the proceedings. Subsequently, the Karnataka High Court
dismissed the Petition and the matter was remanded back to the JMFC, Belgaum. Our Company filed a special
leave petition before the Supreme Court against the order of dismissal of the Petition passed by the Karnataka
High Court. The Supreme Court observed that it was mandatory for the JMFC, Belgaum to comply with
Section 202 of CrPC and to conduct a preliminary enquiry and accordingly remanded the matter to the trial
court. The matter is currently pending before the trial court.

6. G. Srinivas Reddy (“Complainant”), filed a private complaint (“Complaint”) before the Special Mobile
Court cum Additional Metropolitan Magistrate, Cyberabad, against our Company for offences under the
Drugs and Cosmetics Act, 1940 on the grounds that our Company’s products, sold to him, have been
prohibited under the notification issued by the Central Government. The JMFC, Special Mobile Court cum
Metropolitan Magistrate, referred the Complaint to the Drug Inspector for investigation. The investigation
report, submitted by the Drug Inspector (“Report”) observed that the action against our Company should be
dropped. The Complainant has filed a protest petition against the Report before the JMFC, Special Mobile
Court cum Metropolitan Magistrate. The JMFC, Special Mobile Court cum Metropolitan Magistrate took
cognizance of the case and held that the Complainant made out a prima-facie case and issued summons
against our Company. Our Company filed a petition (“Petition”) before the Andhra Pradesh High Court to
quash the proceedings before the JMFC, Special Mobile Court cum Metropolitan Magistrate and the High
Court stayed the proceedings, until the disposal of the Petition. The matters are currently pending.

7. The State of Jharkhand (through the Inspector of Drugs, Palamau) filed a case before the CJM, Palamau,
against our Company, our Promoter director Ajay Piramal, our Directors, Dr. Swati Piramal, Nandini Piramal
and Vijay Shah and certain officers of our Company (“Parties Involved”), for misbranding under the Drugs
and Cosmetics Act, 1940. CJM, Palamau also passed an order to attach the property of our Company.
Subsequently, the Parties Involved filed petitions before the Jharkhand High Court to quash the proceedings
before the CJM, Palamau. The Jharkhand High Court passed an order with a direction that no coercive step
should be taken against our Company, our Board of Directors and officers in the case pending before the
CJM, Palamau. The matters are currently pending.

8. A show cause notice was issued by the Drug Inspector, (Palakkad) Kerala against our Company, certain
directors and certain officers of our Company regarding the quality of one of our drugs ‘STEMETIL’. The
State (through the Drug Inspector (Palakkad) Kerala) filed a complaint (“Complaint”) against our Company,
certain directors and our officers before the CJM, Palakkad. Subsequently, our Company filed a petition
before the Kerala High Court for quashing the Complaint and the Kerala High Court stayed all further
proceedings before the CJM, Palakkad. The matters are currently pending.

9. A show cause notice was addressed by the Drug Inspector, Baramulla to the Managing Director alleging that
a product ‘Phenergan’ was not of standard quality. Subsequently, the Drug Inspector, Baramulla filed a case
before the CJM, Sopore against the officers and the C&F Agents of our Company, for inter alia contravening
the Drugs and Cosmetics Act, 1940. Subsequently, the matter was transferred by the CJM, Sopore to the court
of the Additional Session Judge, Baramulla. The matter is currently pending.

10. A show cause notice was issued by the Drug Inspector, Vadapalani Range, Chennai (“Inspector”) to our
Company, for storing and supplying products without a valid license and contravening the Drugs and
Cosmetics Act, 1940. Thereafter, the Inspector filed a case, before Metropolitan Magistrate (Saidapet)
Chennai, against our Company, our Director Dr. Swati Piramal, and our distributer. Our Company filed a
petition before the Madras High Court against the case filed by the Inspector and the Madras High Court after
hearing the matter stayed the proceedings before the Metropolitan Magistrate (Saidapet), Chennai. The matter
is currently pending.

11. A worker sustained injuries due to a fire, at our Digwal Plant and succumbed to them during the course of
treatment. A Notice of Accident was sent by our Company to the Inspector of Factories, Medak District,
Telengana reporting incident. The Deputy Chief Inspector of Factories (“Inspector”), Hyderabad sent an
inspection order and show cause notice to our Director Vijay Shah and our officer for violating the Factories
Act, 1948 and Andhra Pradesh Factory Rules, 1950. A response was submitted to the Inspector by our
Company. The Telangana State (represented by the Assistant Inspector of Factories), filed a complaint before
the JMFC, Zaheerabad, Medak District, (“Magistrate”) against our Director Vijay Shah (as an ‘occupier’ of
the factory) and our officer (“Accused”) under various provisions of the Factories Act and the Magistrate
issued summons to the Accused. A petition to quash the proceedings before the Magistrate was filed before
the Andhra Pradesh and Telangana High Court. The matters are currently pending.

12. Two workers sustained burn injuries due to a fire at our Ennore Plant and one of them succumbed to them
during the course of treatment. Our Company and our factory manager issued letters to the Joint Director,
Industrial Safety and Health, Tiruvallur (“JD”) informing the JD about the incident. An incident investigation
report and a death intimation letter was also submitted to the JD. Subsequently, a show cause notice was

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 issued to our Director Vijay Shah (as an ‘occupier’ of the factory) and our factory manager. Incident
Intimation Letters sent by our Company were forwarded to the Dy. Commissioner Labor Office by the JD. A
compensation for the deceased contract personnel of ₹0.65 million was deposited with the Dy. Commissioner
of Labor by our Company. The Factory Inspector filed a complaint before the CJM, Tiruvallur against our
Director Vijay Shah and our officer and summons were issued by the CJM against our Director Vijay Shah
and our officer. Criminal petitions were filed before the Madras High Court to quash the proceedings against
or Director, Vijay Shah and our officer and the High Court passed interim stays against the proceedings before
the CJM. The matters are currently pending.

13. The Local Health Authority, Ahmadabad Municipal Corporation informed our Company that the Public
Analyst via his report concluded that one of our products, ‘Nicoveg Atta Premix’ contained 1.15/100 gram
less Folic Acid than what was disclosed on the packaging. A complaint was filed by the Food Inspector,
Ahmadabad Municipal Corporation before the Metropolitan Magistrate against inter alia our Company and
our officer, for misbranding under the Prevention of Food Adulteration Act, 1954. The matter is currently
pending.

14. Two show cause notices (the “Notices”) were issued by the Joint Commissioner (KD) & Licensing Authority,
Food and Drug Administration, Maharashtra to our Company alleging a violation of the Drugs and Cosmetics
Act, 1940 as a batch of ‘Supradyn’ Tablets was not of standard quality. Our Company has responded to the
Notices. The matter is currently pending.

The matters at serial no.s (3) to (9) above are matters involving business of our Company which was sold to
Abbott Healthcare Private Limited in 2010.

Criminal cases arisen in the preceeding 10 years

1. The Food Inspector, Nadiad had filed a complaint before JMFC, Nadiad against inter alia our Company our
Promoter director Ajay Piramal, Vijay Shah and our then existing directors. (“Parties Involved”), under the
Prevention of Food Adulteration Act, 1954 read with Prevention of Food Adulteration Rules, 1955 alleging
that a dietary supplement capsule ‘Rejoint’ was adulterated and misbranded. Our Company filed a criminal
miscellaneous petition to quash the proceedings before the JMFC, Nadiad against the Parties Involved before
the Gujarat High Court. The quashing petition was allowed and the proceedings against the Parties Involved
were quashed. The matter is not pending.

2. The Inspector, Security Guards Board for Greater Bombay and Thane District (“Complainant”) had filed a
criminal complaint before the Additional Chief Metropolitan Majistrate, 38th Court, Ballard Estate, Mumbai
against our Company, our Promoter director Ajay Piramal and other officers of our Company, for employing
security guards at a branch office other than security guards allotted by the Security Guards Board in violation
of the Private Security Guards (Regulation of Employment & Welfare) Scheme, 2002 (“Complaint”). The
Complaint was dismissed for want of prosecution. The matter is not pending.

3. The Inspector of Factories, Thiruvotriyur filed a complaint (“Complaint”) before the CJM, Thiruvallur
against N. Santhanam as an ‘occupier’ of the factory) for installation of bromine storage tank and sodium thio
Sulphate Solution tank without approval from chief inspector of factories and for failure to take approval for
involvement in the production process of the bromine tank and production vessels, in violation of the
Factories Act, 1948. During the pendency of the proceedings, the additional public prosecutor filed a petition
under section 321 of the CrPC to withdraw the Complaint pursuant to which N. Santhanam was discharged.
The matter is not pending.

4. The Inspector of Factories, Thiruvotriyur filed a complaint (“Complaint”) before the CJM, Thiruvallur
against N. Santhanam (as an ‘occupier’ of the factory), for violating various provisions of the Factories Act,
1948 inter alia for failure in appointment of a qualified full time medical office; failure in conducting medical
examination for all workers who work on dangerous process and for failure to have an onsite emergency plan
to control chemical sustances that may cause disaster in case of accident at factory. During the pendency of
the proceedings, the additional public prosecutor filed a petition under section 321 of the CrPC to withdraw
the Complaint pursuant to which N. Santhanam was discharged. The matter is not pending.

5. The Inspector of drugs, Birbhum filed a complaint before the CJM 3 rd Court, Birbhum against inter alia our
Company (“Complaint”) on the ground that our Company had charged higher prices for certain drugs in
violation of the Drugs and Consmetics Act, 1940 and the Drugs (Prices) Control Order, 1955 and the Essential
Commodities Act, 1955. Due to lack of any cogent documentary evidence the CJM, Birbhum dismissed the
Complaint. The matter is not pending.

6. A fire broke out in the cold storage room due to a short circuit in our Ennore Plant. Subsequently, the Joint
Director of Industrial Safely and Health issued show cause notices and filed a case before the CJM,

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 Thiruvallur against inter alia Vijay Shah (as an ‘occupier’ of the factory) and one of our officer
(“Complaint”). Our Company submitted its responses to the Director, Industrial Safely and Health. The
Complaint was subsequently withdrawn through an order issued by the CJM, Thiruvallur. The matter is not
pending.

(B) Tax Proceedings

Direct Taxes

1. Our Company has received an order passed by the Dispute Resolution Panel (“DRP”), Mumbai on the
objections filed before the DRP against the draft assessment order ( “Draft Assessment Order”) passed by
the DCIT, Mumbai in relation to assessment year 2013-14. The DCIT, Mumbai had issued a scrutiny
assessment notice to our Company under Section 143(2) of the Income Tax Act. The DCIT also made a
reference as regards transfer pricing to the Transfer Pricing Officer (the “TPO”). The TPO passed an order
(“TPO Order”) wherein an adjustment of an amount of ₹132.5 million was made to the international
transactions of our Company in respect of determination of arm’s length price. Further, the DCIT in the Draft
Assessment order, had disallowed inter alia, either whole or in part, (i) deduction of software expenses on the
contention that they are capital in nature; (ii) contention of our Company of treating exchange gain on
discounting of certain receivables on capital account as capital in nature; (iii) depreciation on computer
software (iv) expenses under the head advertisement and business promotion; and (v) transfer pricing
adjustment on account of guarantee commission. Although the DRP has disposed off the matter, primarily
upholding the Draft Assessment Order it has reduced the amount of disallowance on net exchange gain on
discounting of certain receivables. The DCIT, Mumbai will now pass a final assessment order based on the
directions of the DRP. The amount involved in the matter is ₹341 million. The matter is currently pending.

2. Our Company has filed an appeal before the ITAT, Mumbai against the assessment order ( “Assessment
Order”) passed by the DCIT, Mumbai in relation to assessment year 2011-12. DCIT, Mumbai had issued a
scrutiny assessment notice to our Company under Section 143(2) of the Income Tax Act. Since the assessment
of our Company also involved transfer pricing scrutiny, a reference as regards transfer pricing was also made
by the DCIT to the Transfer Pricing Officer (“TPO”). The TPO passed an order (“TPO Order”) wherein an
adjustment of an amount of ₹142.2 million was made to the international transactions of our Company in
respect of determination of arm’s length price. Further the DCIT, Mumbai passed a Draft Assessment Order
against which our Company preferred an appeal before the Dispute Resolution Panel, Mumbai (“DRP”),
which was disposed off by the DRP, primarily upholding the Draft Assessment Order. The DCIT, Mumbai
passed a Final Assessment Order based on the directions given by the DRP disallowing inter alia, either whole
or in part, (i) deduction of software expenses on the contention that they are capital in nature; (ii) expenses
under the head of advertisement and Business promotion (iii) weighted portion of ‘research and development’
expenditure claimed as a deduction under Section 35(2AB) of the Income Tax Act; (iv) depreciation on
computer software; (v) deductions under Section 80IC of the Income Tax Act; (vi) transfer pricing adjustment
on account of guarantee fees; and (vii) expenses incurred to earn exempt income under Section 14A of the
Income tax Act. The DCIT, Mumbai issued a notice of demand (“Notice of Demand”) to our Company under
Section 156 of the Income Tax Act demanding an amount of ₹763.36 million. The Notice of Demand was
rectified and a fresh tax demand was made and the amount involved in the matter is of ₹1,384.21 million was
made. Accordingly, our Company has preferred the aforesaid appeal before the ITAT, Mumbai. The matter
is currently pending.

3. Our Company has filed an appeal before the ITAT, Mumbai against the assessment order (“Assessment
Order”) passed by the ACIT, Mumbai in relation to assessment year 2010-11. ACIT, Mumbai had issued a
scrutiny assessment notice to our Company under Section 143(2) of the Income Tax Act. Since the assessment
of our Company also involved transfer pricing scrutiny, a reference as regards transfer pricing was also made
by the ACIT to the Transfer Pricing Officer (“TPO”). The TPO passed an assessment order ( “TPO Order”)
wherein an adjustment of an amount of ₹241.66 million was made to the international transactions of our
Company in respect of determination of arm’s length price. Further, the ACIT, Mumbai passed a Draft
Assessment Order against which our Company preferred an appeal before the Dispute Resolution Panel,
Mumbai (“DRP”), which was disposed off by the DRP, primarily upholding the Draft Assessment Order.
The ACIT, Mumbai passed a Final Assessment Order based on the directions given by the DRP disallowing
inter alia, either whole or in part, (i) deduction for software expenses on the contention that it is capital in
nature; (ii) corporate service charges and royalty paid to Piramal Corporate Services Limited; (iii) weighted
portion of ‘research and development’ expenditure claimed as a deduction under Section 35(2AB) of the
Income Tax Act; (iv) depreciation on computer software and v) disallowance of deduction under Section
80IC of the Income Tax Act; (vi) expenses incurred to earn exempt income under Section 14A of the Income
tax Act and (vii) transfer pricing adjustment on account of guarantee commission. The ACIT, Mumbai issued
the notice of demand on our Company under Section 156 of the Income Tax Act and the amount involved in

363
 the matter is ₹1,578.18 million. Accordingly, our Company has preferred the aforesaid appeal before the
ITAT, Mumbai. The matter is currently pending.

4. Our Company has filed an appeal before the ITAT, Mumbai against the assessment order (“Assessment
Order”) passed by the DCIT, Mumbai in relation to assessment year 2009-10. The DCIT, Mumbai had issued
a scrutiny assessment notice to our Company under Section 143(2) of the Income Tax Act. Since the
assessment of our Company also involved transfer pricing scrutiny, a reference as regards transfer pricing
was also made by the DCIT to the Transfer Pricing Officer (“TPO”). The TPO passed an order (“TPO
Order”) wherein an adjustment of an amount of ₹ 188.76 million was made to the international transactions
of our Company in respect of determination of arm’s length price. Further, the DCIT, Mumbai passed a Draft
Assessment Order against which our Company preferred an appeal before the Dispute Resolution Panel,
Mumbai (“DRP”), which was disposed off by the DRP, primarily upholding the Draft Assessment Order.
The DCIT, Mumbai passed a Final Assessment Order based on the directions given by the DRP disallowing,
inter alia, either whole or in part (i) deduction for software expenses on the contention that it is capital in
nature; (ii) weighted portion of ‘research and development’ expenditure claimed as a deduction under Section
35(2AB) of the Income Tax Act; (iii) deduction under Section 80IC of the Income tax Act, Adjustment made
by TPO; (iv) expenses on advertisement and business promotion expenses; (v) expenses incurred to earn
exempt income under Section 14A of the Income tax Act and (vi) transfer pricing adjustment on account of
guarantee commission. The DCIT, Mumbai issued the notice of demand to our Company under Section 156
of the Income Tax Act and the amount involved in the matter is ₹1,255.29 million. Accordingly, our Company
has preferred the aforesaid appeal before the ITAT, Mumbai. The matter is currently pending.

5. Our Company has filed an appeal before the ITAT Mumbai, against the order passed by the CIT (Appeals),
Mumbai in relation to assessment year 2008-2009. ACIT, Mumbai had issued a scrutiny assessment notice
to our Company under Section 143(2) of the Income Tax Act. Since the assessment of our Company also
involved transfer pricing scrutiny, a reference as regards transfer pricing was also made by the ACIT to the
Transfer Pricing Officer (the “TPO”). The TPO passed an order (“TPO Order”) wherein an adjustment of
an amount of ₹96.9 million was made to the international transactions of our Company in respect of
determination of arm’s length price. Subsequent to completion of scrutiny assessment, the ACIT, Mumbai
passed the Assessment Order disallowing inter alia, either whole or in part, (i) deduction for software
expenses on the contention that it is capital in nature ; (ii) weighted portion of ‘research and development’
expenditure claimed as a deduction under Section 35(2AB) of the Income Tax Act; (iii) expenses under
Section 40(a)(ia) for non-deduction of TDS as per TDS Order passed under Section 201(1)/201(1A) of the
Income tax Act; (iv) deduction under Section 80IC of the Income tax Act; (v) expenses incurred to earn
exempt income under Section 14A of the Income tax Act and (vi) transfer pricing adjustment on account of
guarantee commission. The ACIT, Mumbai issued the notice of demand to our Company under Section 156
of the Income Tax Act and the amount involved in the matter is ₹2,100.1 million. On appeal, the CIT
(Appeals) partly allowed the appeal (“CIT (A) Order”). Pursuant to giving effect to the CIT(A) Order, the
DCIT, Mumbai issued a revised notice of demand of ₹1,192.9 million to our Company under Section 156 of
the Income Tax Act (“Revised Demand Notice”). Accordingly, our Company has preferred the aforesaid
appeal before the ITAT, Mumbai. Our Company has also filed a rectification application before the DCIT,
Mumbai for rectification of the Revised Demand Notice. The matter is currently pending.

Indirect Taxes

Our Company received a show cause-cum-demand notice (“Notice”) from the Principal Commissioner of
Service Tax, Mumbai, (“Commissioner”) demanding an amount of ₹ 6,268.40 million for non - payment
of service tax in relation to the business transfer agreement for the sale of the domestic formulation business,
signed between our Company and Abbott Healthcare Private Limited (“AHPL”). From the point of view of
taxability of service tax, the Commissioner identified, inter alia the following issues (i) transfer of
intellectual property rights by our Company to AHPL, (ii) non - solicitation and non – competition to be
observed by our Company, (iii) transfer of exclusive purchase and distribution rights by our Company to
AHPL. Our Company has filed its reply to the Notice. The matter is currently pending. Under the business
transfer agreement dated May 21, 2010 entered into between AHPL and our Company, the liability arising
in relation to indirect taxes is required to be borne by AHPL.

(C) Matters which are pending or which have arisen in the immediately preceding ten years involving material
violations of statutory regulations by our Company

1. The CCI under sub-section (1) of Section 20 of the Competition Act, had initiated a suo motu inquiry against
our Company for not notifying the CCI of a combination, arising as a result of the acquisition of: (a) 9.96%
stake in Shriram Transport Finance Company from the stock exchange by way of a contract note; (b) 20%
equity stake (directly and indirectly) in Shriram Capital Limited, pursuant to the execution of a collaboration
agreement; and (c) 9.99% stake in Shriram City Union Finance Limited, pursuant to a preferential allotment

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 by our Company. Subsequently, on the direction of the CCI, our Company filed Form-II in terms of the
provisions of the Competition Act. The CCI approved the combination and imposed a penalty of ₹50 million
(“CCI Order”) on failure of our Company to notify the CCI. Our Company filed an appeal against the CCI
Order before the Competition Appellate Tribunal, which upheld the penalty of ₹50 million imposed by the
CCI.

2. Jyoti Bhatia (“Complainant”) filed a complaint with the SCORES (SEBI Complaint Redress System) on
April 10, 2015 alleging non receipt of bonus shares on 400 equity shares purchased by the Complainant’s
father in 1992 (“Complaint”). SEBI issued a show cause notice (“SCN”) to our Company under the
Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by
Adjudicating Officers) Rules, 1995 for alleged failure of our Company to address the pending investor
grievance within the prescribed time. The Complaint was withdrawn on account of procedural infirmity and
SEBI consequently withdrew the SCN. The Complainant had also approached the National Company Law
Tribunal (“NCLT”), Mumbai Bench, against our Company under Section 111A of the Companies Act, 1956
claiming 200 bonus shares of our Company and consequential benefits attached therein. The matter before
the NCLT is currently pending.

3. Our Company has filed an appeal before the Securities Appellate Tribunal, Mumbai against the order of SEBI
(“SEBI Order”) in relation to violation of Insider Trading Regulations. SEBI had issued a show cause notice
against our Company, Promoter director Ajay Piramal, our Directors Dr. Swati Piramal and Nandini Piramal
and our officials (“Parties Involved”) for inter alia the alleged violation of model code of conduct for the
Insider Trading Regulations read with regulation 12(3) of the Insider Trading Regulations. It was alleged that
the Parties Involved, inter alia mishandled unpublished price sensitive information pertaining to the sale of
domestic healthcare formulation business by our Company to Abbott Healthcare Private Limited and failed
to close the trading window in accordance with the Insider Trading Regulations. The Parties Involved filed
their written submissions before the Adjudicating Officer and appeared for a personal hearing. SEBI passed
an order dated October 3, 2016 imposing a ‘joint and several penalty’ of ₹ 0.6 million on our Company, our
Promoter and certain directors. Accordingly, separate appeals are filed before the Securities Appellate
Tribunal, Mumbai. N. Santhanam, the former compliance officer of our Company, has filed a settlement
application, for a full and final settlement of aforementioned proceedings pending against him before the
DGM-Settlement Division, SEBI. The matter is currently pending.

(D) Cases filed by our Company

Criminal Cases filed by our Company

1. Our Company filed a complaint before the Additional Commissioner of Police, Economic Offenses Wing,
Mumbai under various sections of IPC for offences of inter alia cheating, forgery, falsification of accounts,
criminal breach of trust and misappropriation against an ex-employee of Boots Piramal Healthcare Pvt. Ltd.
(“Accused”). The Accused had filed an application for anticipatory bail before the Court of Sessions for
Greater Bombay and was granted bail with a direction (“Order”) that the Accused should make a formal
application for bail before the appropriate Magistrate’s Court. The Accused filed a writ petition before the
Bombay High Court against the aforesaid Order, and the High Court extended the period of anticipatory bail
for a week, after which the Accused could move the application for regular bail. Subsequently, the Accused
was granted regular bail by the Court of Sessions for Greater Bombay. The matter is currently pending.

2. Our Company filed a complaint before the CJM, Patna against Varma Medical Agency (“Accused”) for inter
alia cheating, fraud and other offences under the IPC. The matter is pending.

3. Our Company filed a first information report with the Solan Police Station, against Varsha Inc. Pharma
(“Accused”) for manufacturing counterfeit tablets and passing them off as the brand of ‘Saridon’ and
subsequently, on the basis of the complaint filed by our Company, the police seized the tablets and wrappers
of the Accused. Subsequently, the Accused filed an application before the Judicial Magistrate, Solan for
release of the seized tablets and wrappers, however, after hearing the parties the Judicial Magistrate, Solan
refused to release the seized tablets and wrappers. Aggrieved by the order of the Judicial Magistrate, Solan
the Accused filed an appeal/revision before the Sessions Judge, Solan. The said appeal/revision application
was dismissed by the Sessions Judge, Solan. The matter is currently pending.

4. Our Company filed a complaint before the Deputy Commissioner of Police and a first information report
before the Parksite Police Station against a former Chief Manager for Animal Nutrition Health and Human
Nutrition Health divisions (“Accused”) for misappropriating our Company’s funds. On instructions of the
Accused, forged invoices of our Company and Bio Pharma, a bogus company were made, and were not
accounted for. The Accused filed an application for anticipatory bail before the Court of Sessions for Greater
Mumbai, and the same was rejected by the Sessions Judge. Subsequently, the Accused filed an anticipatory
bail application before the Bombay High Court, which passed an order (“Order”) rejecting anticipatory bail.

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 The Accused filed a special leave petition before the Supreme Court against the Order which was dismissed.
The matter is currently pending.

5. There are 84 criminal complaints filed by our Company before various forums in relation to dishonour of
cheques under Section 138 of the Negotiable Instruments Act, 1881. The matters are currently pending.

(E) Action initiated by SEBI against the entities operating in the Securities Market with which Directors are associated

1. One of our directors, Deepak Satwalekar is also a director in Franklin Templeton Mutual Fund. SEBI vide an
adjudication order levied a total penalty of ₹1 million on Franklin Templeton Mutual Fund, Franklin
Templeton Trustee Services Private Limited and Franklin Templeton Asset Management (I) Private Limited
for the violation of SEBI Circular MFD/CIR/15/19133/2002 dated September 30, 2002 read with Regulation
10(a) of SEBI (Mutual Funds) Regulations 1996 and Regulation 25(18) of SEBI (Mutual Funds) Regulations,
1996. The penalty was paid by the AMC and the matter is not currently pending.

2. One of our directors Keki Dadiseth was a directors of Hindustan Unilever Limited (“HUL”) between 1987
and 2000. SEBI vide an adjudication order in the year 1996 held HUL and five of its then directors including
Keki Dadiseth, guilty of violation of insider trading regulations (“SEBI Order”). HUL filed an appeal before
the appellate authority against the SEBI Order, and the appellate authority reversed the SEBI Order and
exonerated HUL and its then directors (“AA Order”). SEBI has filed a writ challenging the AA Order before
the Bombay High Court. The matter is currently pending

(F) Litigation involving our Subsidiaries

a. Litigation involving PFL

Cases filed by PFL

Piramal Finance Limited (“PFL”), our subsidiary, filed an execution application (“Execution Application”)
against Saraswati Education Society (“SES”) and its Trustees (“Defendants”) before the Bombay High
Court. The Execution Application is in relation to a suit against the Defendants for recovery of dues of ₹623
million along with interest (“Injunction Suit”). PFL and SES had come to the settlement and consent terms
were filed before the Bombay High Court and an award was passed (“Consent Award”). As per Consent
Award, the Trust was supposed to pay a sum of ₹768 million in multiple installments to PFL. The Consent
Award stated that in the event there is a default in even in a single installment, the same will be termed as an
event of default. The Defendant defaulted in its 3rd installment and accordingly PFL has filed the aforesaid
Execution Application, requesting sale of all the properties mortgaged to it and recovery of money agreed
upon. Pending disposal of the Execution Application, the Bombay High Court appointed a receiver to take
over the possession of all immovable properties of the Defendants and passed an order inter alia restraining
the Defendants from selling, transferring or disposing of property in any manner whatsoever. The amount
involved in the matter is ₹ 623 million. The matter is currently pending.

b. Litigation involving Piramal Swasthya Management and Research Institute (“Piramal Swasthya”)

Cases filed against Piramal Swasthya

Piramal Swasthya, has filed an appeal before the division bench of the Hyderabad High Court for the state of
Telengana and Andhra Pradesh (“Division Bench”) to set aside the order passed by the Single Judge of the
Hyderabad High Court for the state of Telengana and Andhra Pradesh (“Single Bench Order”). The Single
Bench Order had set aside a service level agreement, which was awarded to Piramal Swasthya by the State of
Andhra Pradesh, on the grounds that the State of Andhra Pradesh did not have the necessary authority to
award the tender works and that the bid documents submitted by Piramal Swasthya did not qualify for
consideration by the tender committee. Piramal Swasthya alleged that inter alia there was no infirmity in the
bids documents submitted by Piramal Swasthya and the process employed to award the bid to PSM was fair
and transparent. The Single Bench Order was suspended vide an interim order by the Division Bench. The
matter is currently pending.

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 GOVERNMENT AND OTHER APPROVALS

Our Company and the Material Subsidiaries are required to comply with the provisions of various laws and regulations and
obtain registrations or approvals under them for conducting their operations. These include consents to establish and operate,
contract labour license for employment of contract labour at various project sites, environmental clearances, factory licenses,
boiler licenses and other applicable approvals. The requirement for such approvals for a particular project may vary based on
factors such as activity being carried out at the project, legal requirement in the state in which the project is situated and stage
of development of the project. Further, our obligation to obtain and renew such approvals arises periodically and applications
for such approvals are made at the appropriate stage.

Our Company and the Material Subsidiaries have obtained necessary consents, licenses, permissions and approvals from the
governmental and regulatory authorities that are required for carrying on our present business. In the event, some of the
approvals and licenses that are required for our business operations expire in the ordinary course of business, we shall apply for
their renewal.

Except as set out below, there are no pending applications made by our Company and the Material Subsidiaries for obtaining
fresh approvals or renewal of approvals which have expired:

Company

Facility situated at Mumbai

1. Two applications made to Directorate of the Steam Boilers, Maharashtra for renewal of certificate dated October 25,
2016 granted to our Company for the use of the boiler having boiler rating 78 square meter.

Material Subsidiaries

1. Application dated July 9, 2017 to the concerned authority, for transfer of marketing authroization (for Sevoflurane
100% inhalation vapour, liquid) from Piramal Healthcare UK Limited to Piramal Critical Care Limited.

2. Application dated July 21, 2017 to the concerned authority, for transfer of Polish marketing authroization (for Iso-Vet
1000 mg/g) from Piramal Healthcare UK Limited to Piramal Critical Care Limited.

3. Application dated July 27, 2017 to the concerned authority, for transfer of Greece marketing authroization (for Iso-
Vet 1000 mg/g inhalation vapour, liquid) from Piramal Healthcare UK Limited to Piramal Critical Care Limited.

4. Application dated June 28, 2017 to the concerned authority, for transfer of Spanish marketing authroization (for Iso-
Vet 1000 mg/g inhalation vapour, liquid) from Piramal Healthcare UK Limited to Piramal Critical Care Limited.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Issue has been authorised by a resolution of the Board of Directors passed at its meeting held on October 12, 2017, pursuant
to Section 62(1) (a) of the Companies Act, 2013. The Issue Price is ₹ 2,380 per Equity Share and has been arrived at prior to
determination of the Record Date.

Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares to be allotted in the Issue
pursuant to letters dated [●], 2017 and [●], 2017, respectively.

RBI Letter with respect to renunciation

Our Company proposes to apply to the RBI for seeking approval for renunciation of the Rights Entitlement by (a) an Equity
Shareholder resident in India, in favour of any person resident outside India (other than OCBs); (b) an Equity Shareholder
resident outside India (other than OCBs), in favour of any person resident in India; and (c) an Equity Shareholder resident
outside India (other than OCBs), in favour of any other person resident outside India (other than OCBs). In case our Company
does not receive such approval, the renouncer / renouncee is required to obtain such approval and attach to the CAF. All such
renunciations shall be subject to any conditions that may be specified in the RBI approval. Applications not complying with
conditions of the approval/ not accompanied by such approvals are liable to be rejected. In the above cases, our Company shall
ensure that the Equity Shares will not be allotted at a price that is lower than the price at which Equity Shares are allotted/ issued
to resident Indians.

Any renunciation: (i) from resident Indian Equity Shareholder(s) to non-resident(s); (ii) from non-resident Shareholder(s) to
resident Indian(s); or (iii) from a non-resident Shareholder(s) to other non-resident(s), and subscription of Equity Shares by
such renouncee are subject to the renouncer(s)/ renouncee(s) obtaining the requisite regulatory approvals and such requisite
approvals should be attached to the CAF or SAF. In case of applications which are not accompanied by the aforesaid approvals,
the Board reserves the right to reject such application.

Prohibition by SEBI or Other Governmental Authorities

Our Company, the Promoter, the members of the Promoter Group, the Directors, the persons in control of our Company and
persons in control of Promoter have not been prohibited from accessing or operating the capital markets or restrained from
buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental
authority.

The companies with which the Promoter, the Directors or the persons in control of our Company are or were associated as
promoters, directors or persons in control have not been debarred from accessing the capital market under any order or direction
passed by SEBI or any other regulatory or governmental authority.

Actions initiated by SEBI against the entities operating in the securities market with which the Directors are associated

Keki Dadiseth and Deepak Satwalekar are associated with securities market. Other than those disclosed in “Outstanding
Litigation and Defaults - Action initiated by SEBI against the entities operating in the Securities Market with which Directors
are associated” on page 366, no action has been initiated by SEBI against the entities operating in the securities market with
which the Directors are associated.

Prohibition by RBI

None of our Company, the Promoter, or the members of the Promoter Group and relatives (as per Companies Act, 2013) of
Promoter or the Group Companies have been identified as Wilful Defaulters.

Eligibility for the Issue

Our Company is a listed company and has been incorporated under the Indian Companies Act, 1913. The Equity Shares of our
Company are presently listed on the Stock Exchanges. This Issue is being undertaken in terms of Chapter IV of the SEBI
Regulations.

Compliance with Regulation 4(2) of the SEBI Regulations

Our Company is in compliance with the conditions specified in Regulation 4(2) of the SEBI Regulations, to the extent
applicable.

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Compliance with Part E of Schedule VIII of the SEBI Regulations

Our Company is in compliance with the provisions specified in Clause (1) of Part E of Schedule VIII of the SEBI Regulations
as explained below:

(a) Our Company has been filing periodic reports, statements and information in compliance with the listing agreement
and the SEBI Listing Regulations, to the extent applicable, for the last three years immediately preceding the date of
filing of this Draft Letter of Offer with the Designated Stock Exchange.

(b) The reports, statements and information referred to in sub-clause (a) above are available on the website of BSE and
NSE or on a common e-filing platform specified by SEBI.

(c) Our Company has an investor grievance mechanism which includes meeting of the Stakeholders’ Relationship
Committee at frequent intervals, appropriate delegation of power by the Board of Directors as regards share transfer
and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances.

As our Company satisfies the conditions specified in Clause (1) of Part E of Schedule VIII of SEBI Regulations, disclosures in
this Draft Letter of Offer have been made in terms of Clause (5) of Part E of Schedule VIII of the SEBI Regulations.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE DRAFT LETTER OF OFFER TO

SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT
LETTER OF OFFER. THE LEAD MANAGER, KOTAK MAHINDRA CAPITAL COMPANY LIMITED, HAS
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING.
THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE
DRAFT LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE LEAD MANAGER, KOTAK MAHINDRA CAPITAL COMPANY LIMITED,
HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 7, 2017, WHICH READS
AS FOLLOWS:

(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.
AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT LETTER OF
OFFER PERTAINING TO THE ISSUE;

(2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH OUR COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF
THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE
CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY OUR COMPANY, WE
CONFIRM THAT:

(a) THE DRAFT LETTER OF OFFER FILED WITH SEBI IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

(b) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY SEBI, THE
GOVERNMENT OF INDIA AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF
HAVE BEEN DULY COMPLIED WITH; AND

(c) THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE, FAIR AND
ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO
THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013, TO THE
EXTENT APPLICABLE, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF

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 CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER
APPLICABLE LEGAL REQUIREMENTS.

(3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT
LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATION
IS VALID.

(4) WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL
THEIR UNDERWRITING COMMITMENTS – NOT APPLICABLE.

(5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTER HAS BEEN OBTAINED FOR
INCLUSION OF ITS SPECIFIED SECURITIES AS PART OF PROMOTER’S CONTRIBUTION SUBJECT
TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTER’S
CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE
PROMOTER DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT LETTER
OF OFFER WITH SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN
THE DRAFT LETTER OF OFFER – NOT APPLICABLE.

(6) WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES
TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION,
HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE
WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT LETTER OF OFFER – NOT
APPLICABLE

(7) WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF
SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE
COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING
OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE
DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE
TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT
WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO OUR COMPANY
ALONG WITH THE PROCEEDS OF THE ISSUE – NOT APPLICABLE

(8) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF OUR COMPANY FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE
OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF OUR
COMPANY AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE
VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

(9) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS
PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013 AND
THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS
OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE DRAFT LETTER OF OFFER.
WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO
THE ISSUE AND OUR COMPANY SPECIFICALLY CONTAINS THIS CONDITION - NOT APPLICABLE
FOR A RIGHTS ISSUE. TRANSFER OF MONIES RECEIVED PURSUANT TO THE ISSUE SHALL BE
RELEASED TO OUR COMPANY AFTER FINALISATION OF THE BASIS OF ALLOTMENT IN
COMPLIANCE WITH REGULATION 56 OF THE SEBI REGULATIONS.

(10) WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF OFFER THAT
THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE EQUITY SHARES, IN DEMAT OR
PHYSICAL MODE.

(11) WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW,
ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

(12) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT LETTER
OF OFFER:

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 (a) AN UNDERTAKING FROM OUR COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF OUR COMPANY AND

(b) AN UNDERTAKING FROM OUR COMPANY THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO TIME.

(13) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE – NOTED FOR
COMPLIANCE.

(14) WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN
EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE
ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS,
PROMOTERS EXPERIENCE, ETC.

(15) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE

APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH
AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF
THE DRAFT LETTER OF OFFER WHERE THE REGULATION HAS BEEN COMPLIED WITH AND
OUR COMMENTS, IF ANY.

(16) WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY LEAD

MANAGER (WHO IS RESPONSIBLE FOR PRICING THIS ISSUE)’, AS PER FORMAT SPECIFIED BY
SEBI THROUGH CIRCULAR DATED SEPTEMBER 27, 2011. NOT APPLICABLE

(17) WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM
LEGITIMATE BUSINESS TRANSACTIONS. – COMPLIED WITH TO THE EXTENT OF THE RELATED
PARTY TRANSACTIONS REPORTED, IN ACCORDANCE WITH IND AS 24, IN THE FINANCIAL
STATEMENTS OF OUR COMPANY INCLUDED IN THIS DRAFT LETTER OF OFFER.

(18) WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1) (A) OR (B) (AS THE CASE MAY BE)
TO LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC OF THESE
REGULATIONS. – NOT APPLICABLE

THE FILING OF THIS DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY
LIABILITIES UNDER SECTION 34 OR SECTION 36 OF THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF
THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH
THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS DRAFT LETTER OF OFFER.

Disclaimer clauses from our Company and the Lead Manager

Our Company and the Lead Manager accept no responsibility for statements made otherwise than in this Draft Letter of Offer
or in any advertisement or other material issued by our Company or by any other persons at the instance of our Company and
anyone placing reliance on any other source of information would be doing so at his own risk.

Investors who invest in the Issue will be deemed to have represented to our Company, the Lead Manager and their respective
directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations,
guidelines and approvals to acquire Equity Shares, and are relying on independent advice / evaluation as to their ability and
quantum of investment in the Issue.

Caution

Our Company and the Lead Manager shall make all information available to the Eligible Equity Shareholders and no selective
or additional information would be available for a section of the Eligible Equity Shareholders in any manner whatsoever
including at presentations, in research or sales reports etc. after filing of this Draft Letter of Offer.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Draft
Letter of Offer. You must not rely on any unauthorized information or representations. The Letter of Offer is an offer to sell
only the Equity Shares and rights to purchase the Equity Shares offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this Draft Letter of Offer is current only as of its date.

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Disclaimer with respect to jurisdiction

This Draft Letter of Offer has been prepared under the provisions of Indian laws and the applicable rules and regulations
thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate court(s) in Mumbai, India
only.

Designated Stock Exchange

The Designated Stock Exchange for the purpose of the Issue is [●].

Disclaimer Clause of BSE

As required, a copy of this Draft Letter of Offer has been submitted to BSE. The disclaimer clause as intimated by BSE to our
Company, post scrutiny shall be included in this Draft Letter of Offer, prior to filing of the Letter of Offer with the Stock
Exchanges.

Disclaimer Clause of NSE

As required, a copy of this Draft Letter of Offer has been submitted to NSE. The disclaimer clause as intimated by NSE to our
Company, post scrutiny shall be included in this Draft Letter of Offer, prior to filing of the Letter of Offer with the Stock
Exchanges.

Selling Restrictions

Each person who exercises Rights Entitlement and subscribes for Equity Shares or excess Equity Shares, or who purchases
Rights Entitlement or Equity Shares shall do so in accordance with the restrictions set out below.

The distribution of the Letter of Offer and the issue of Rights Entitlements and Equity Shares on a rights basis to persons in
certain jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose
possession the Letter of Offer may come are required to inform themselves about and observe such restrictions. Our Company
is making this Issue on a rights basis to the Eligible Equity Shareholders of our Company and will dispatch the Letter of Offer/
Abridged Letter of Offer and CAF only to Eligible Equity Shareholders who have provided an Indian address to our Company.
No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or distribution of the
Letter of Offer or any other material relating to our Company, the Equity Shares or Rights Entitlement in any jurisdiction, where
action would be required for that purpose, except that this Draft Letter of Offer has been filed with SEBI.

Accordingly, none of the Letter of Offer or any offering materials or advertisements in connection with the Equity Shares or
Rights Entitlement may be distributed or published in any jurisdiction outside India and the Equity Shares and Rights
Entitlement may not be offered or sold, directly or indirectly, in any jurisdiction, except in accordance with legal requirements
applicable in such jurisdiction. Receipt of the Letter of Offer will not constitute an offer in those jurisdictions in which it would
be illegal to make such an offer.

The Letter of Offer and its accompanying documents are being supplied to you solely for your information and may not
be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part,
for any purpose.

If the Letter of Offer is received by any person in any jurisdiction where to do so would or might contravene local securities
laws or regulation, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlement
referred to in the Letter of Offer. Investors are advised to consult their legal counsel prior to applying for the Rights Entitlement
and Equity Shares or accepting any provisional allotment of Equity Shares, or making any offer, sale, resale, pledge or other
transfer of the Equity Shares or Rights Entitlement.

Neither the delivery of the Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that
there has been no change in our Company’s affairs from the date hereof or the date of such information or that the information
contained herein is correct as of any time subsequent to this date or the date of such information.

Each person who exercises Rights Entitlements and subscribes for Equity Shares, or who purchases Rights Entitlements or
Equity Shares shall do so in accordance with the restrictions set out below.

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR ANY
U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES, EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS ENTITLEMENTS AND EQUITY SHARES REFERRED TO

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IN THE LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING
TO WHICH THE LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED
AS, AN OFFERING OF ANY EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR SALE IN THE UNITED STATES
OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THE
LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES
AT ANY TIME.

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our Company,
has reason to believe is, in the United States of America when the buy order is made. Envelopes containing a CAF should not
be postmarked in the United States of America or otherwise dispatched from the United States of America or any other
jurisdiction where it would be illegal to make an offer under the Letter of Offer. Our Company is making this Issue on a rights
basis to the Eligible Equity Shareholders and will dispatch the Letter of Offer or Abridged Letter of Offer and CAF only to
Eligible Equity Shareholders who have provided an Indian address to our Company. Any person who acquires Rights
Entitlements or Equity Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of the Letter
of Offer, that it is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the
United States of America when the buy order is made, and (ii) is authorized to acquire the Rights Entitlement and the Equity
Shares in compliance with all applicable laws and regulations.

Our Company, in consultation with the Lead Manager, reserves the right to treat as invalid any CAF which: (i) appears to our
Company or its agents to have been executed in or dispatched from the United States of America; (ii) does not include the
relevant certification set out in the CAF to the effect that the person accepting and/or renouncing the CAF does not have a
registered address (and is not otherwise located) in the United States of America, and such person is complying with laws of
jurisdictions applicable to such person in connection with the Issue, among others; (iii) where a registered Indian address is not
provided; or (iv) where our Company believes acceptance of such CAF may infringe applicable legal or regulatory
requirements; and our Company shall not be bound to issue or allot any Equity Shares in respect of any such CAF.

Australia

This document does not constitute a prospectus or other disclosure document under the Corporations Act 2001 (Cth)
(“Australian Corporations Act”) and does not purport to include the information required of a disclosure document under the
Australian Corporations Act. This document has not been lodged with the Australian Securities and Investments Commission
(“ASIC”) and no steps have been taken to lodge it as such with ASIC. Any offer in Australia of the Rights Entitlements and
Equity Shares under this document may only be made to persons who are “sophisticated investors” (within the meaning of
section 708(8) of the Australian Corporations Act), to “professional investors” (within the meaning of section 708(11) of the
Australian Corporations Act) or otherwise pursuant to one or more exemptions under section 708 of the Australian Corporations
Act so that it is lawful to offer the Rights Entitlements and Equity Shares in Australia without disclosure to investors under Part
6D.2 of the Australian Corporations Act.

Any offer of the Rights Entitlements or Equity Shares for on-sale that is received in Australia within 12 months after their issue
by our Company, or within 12 months after their sale by a selling security holder (or a Lead Manager) under the Offer, as
applicable, is likely to need prospectus disclosure to investors under Part 6D.2 of the Australian Corporations Act, unless such
offer for on-sale in Australia is conducted in reliance on a prospectus disclosure exemption under section 708 of the Australian
Corporations Act or otherwise. Any persons acquiring the Rights Entitlements and Equity Shares should observe such
Australian on-sale restrictions.

Bahrain

This document has been prepared for private information purposes of intended investors only who will be accredited investors.
For this purpose, an “accredited investor” means: (i) an individual holding financial assets (either singly or jointly with a spouse)
of US$1,000,000 or more; (ii) a company, partnership, trust or other commercial undertaking which has financial assets
available for investment of not less than US$1,000,000; or (iii) a government, supranational organization, central bank or other
national monetary authority or a state organization whose main activity is to invest in financial instruments (such as a state
pension fund). This document is intended to be read by the addressee only.

No invitation has been made in or from the Kingdom of Bahrain and there will be no marketing or offering of the Rights
Entitlements and Equity Shares to the public in Bahrain. All applications for investment should be received, and any allotments
should be made, in each case outside of the Kingdom of Bahrain. None of the Central Bank of Bahrain, the Bahrain Stock
Exchange or any other regulatory authority in Bahrain has reviewed, nor has it approved, this document or the marketing of
Rights Entitlements and Equity Shares and takes no responsibility for the accuracy of the statements and information contained
in this document, nor shall it have any liability to any person for any loss or damage resulting from reliance on any statements
or information contained herein. This document is not subject to the regulations of the Central Bank of Bahrain that apply to
public offerings of securities, and the extensive disclosure requirements and other protections that these regulations contain.

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Canada

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in Canada.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented Directive 2003/71/EC (and any
amendment thereto, including Directive 2010/73/EU, to the extent implemented in each relevant European Economic Area
Member State) and any relevant implementing measure in each relevant European Economic Area Member State (the
‘‘Prospectus Directive’’) (each a ‘‘Relevant Member State’’), an offer to the public of any Rights Entitlements and Equity
Shares in the Issue may not be made in that Relevant Member State, except if the Rights Entitlements and Equity Shares in the
Issue are offered to the public in that Relevant Member State at any time under the following exemptions under the Prospectus
Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than a person that is a qualified investor as defined in the Prospectus
Directive) subject to obtaining the prior consent of the International Selling Agents for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the
Rights Entitlements and Equity Shares in the Issue shall result in a requirement for the publication by our Company
or the Lead Manager of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Rights Entitlements and Equity Shares in the Issue to the public”
in relation to any of the Rights Entitlements and Equity Shares in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the offer and the Rights Entitlements and Equity Shares to be
offered so as to enable an investor to decide to purchase or subscribe for the Rights Entitlements and Equity Shares, as the same
may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member
State.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any Rights
Entitlements and Equity Shares under, the offers contemplated in this document will be deemed to have represented, warranted
and agreed to and with our Company and the Lead Manager that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State which has implemented Article
2(1)(e) of the Prospectus Directive; and

(b) in the case of any Rights Entitlements and Equity Shares acquired by it as a financial intermediary, as that term is used
in Article 3(2) of the Prospectus Directive, (i) the Rights Entitlements and Equity Shares acquired by it in the offer
have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any
Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in
circumstances in which the prior consent of our Company has been given to the offer or resale; or (ii) where the Rights
Entitlements and Equity Shares have been acquired by it on behalf of persons in any Relevant Member State other
than qualified investors, the offer of those Rights Entitlements and Equity Shares to it is not treated under the
Prospectus Directive as having been made to such persons.

Ghana

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in Ghana.

Hong Kong

The Rights Entitlements and Equity Shares may not be offered or sold in Hong Kong by means of any document other than (i)
in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to ‘‘professional investors’’ within the meaning
of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a ‘‘prospectus’’ within the meaning of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating
to the Rights Entitlements and Equity Shares may be issued or may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Rights
Entitlements and Equity Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to
‘‘professional investors’’ within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any
rules made thereunder.

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Indonesia

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in the Republic of Indonesia.

Japan

The Rights Entitlements and Equity Shares have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Law. No. 25 of 1948 as amended) (the “FIEA”) and disclosure under the FIEA has not been and will
not be made with respect to the Rights Entitlements and Equity Shares. No Rights Entitlements or Equity Shares have, directly
or indirectly, been offered or sold, and may not, directly or indirectly, be offered or sold in Japan or to, or for the benefit of, any
resident of Japan as defined in the first sentence of Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade
Law of Japan (“Japanese Resident”) or to others for re-offering or re-sale, directly or indirectly in Japan or to, or for the benefit
of, any Japanese Resident except (i) pursuant to an exemption from the registration requirements of the FIEA and (ii) in
compliance with any other relevant laws, regulations and governmental guidelines of Japan.

If an offeree does not fall under a “qualified institutional investor” (tekikaku kikan toshika), as defined in Article 10, Paragraph
1 of the Cabinet Office Ordinance Concerning Definition Provided in Article 2 of the Financial Instruments and Exchange Act
(the “Qualified Institutional Investor”), the Rights Entitlements and Equity Shares will be offered in Japan by a private
placement to small number of investors (shoninzu muke kanyu), as provided under Article 23-13, Paragraph 4 of the FIEA, and
accordingly, the filing of a securities registration statement for a public offering pursuant to Article 4, Paragraph 1 of the FIEA
has not been made.

If an offeree falls under the Qualified Institutional Investor, the Rights Entitlements and Equity Shares will be offered in Japan
by a private placement to the Qualified Institutional Investors (tekikaku kikan toshikamuke kanyu), as provided under Article
23-13, Paragraph 1 of the FIEA, and accordingly, the filing of a securities registration statement for a public offering pursuant
to Article 4, Paragraph 1 of the FIEA has not been made. To receive the Rights Entitlements and subscribe the Equity Shares
(the “QII Rights Entitlements and Equity Shares”) such offeree will be required to agree that it will be prohibited from selling,
assigning, pledging or otherwise transferring the QII Rights Entitlements and Equity Shares other than to another Qualified
Institutional Investor.

Kenya

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in Kenya.

Kuwait

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in Kuwait.

Malaysia

No approval of the Securities Commission of Malaysia has been or will be obtained in connection with the offer and sale of the
Rights Entitlements or Equity Shares in Malaysia nor will any prospectus or other offering material or document in connection
with the Issue be registered with the Securities Commission of Malaysia. Accordingly, the Rights Entitlements or Equity Shares
may not be offered or sold, directly or indirectly, nor may any document or other material in connection therewith be distributed
in Malaysia.

New Zealand

The Letter of Offer and the CAF are being distributed in New Zealand only to persons who certify that they are “wholesale
investors” within the meaning of clause 3(2) of Schedule 1 of the Financial Markets Conduct Act 2013 of New Zealand. By
accepting the Letter of Offer, each investor represents and warrants that if they receive the Letter of Offer in New Zealand they
are a wholesale investor and they will not disclose the Letter of Offer or the CAF to any person who is not also a wholesale
investor.

Sultanate of Oman

This document does not constitute a public offer of securities in the Sultanate of Oman, as contemplated by the Commercial
Companies Law of Oman (Royal Decree No. 4/1974) or the Capital Market Law of Oman (Royal Decree No. 80/1998) and
Ministerial Decision No.1/2009 or an offer to sell or the solicitation of any offer to buy non-Omani securities in the Sultanate
of Oman.

This document is strictly private and confidential. It is being provided to a limited number of sophisticated investors solely to
enable them to decide whether or not to invest in the Rights Entitlements and Equity Shares outside of the Sultanate of Oman,
upon the terms and subject to the restrictions set out herein and may not be reproduced or used for any other purpose or provided
to any person other than the original recipient. Additionally, this document is not intended to lead to the making of any contract
within the territory or under the laws of the Sultanate of Oman.

375
The Capital Market Authority and the Central Bank of Oman take no responsibility for the accuracy of the statements and
information contained in this document or for the performance of our Company or the Rights Entitlements and Equity Shares
nor shall they have any liability to any person for damage or loss resulting from reliance on any statement or information
contained herein.

People’s Republic of China

The Offering Materials, may not be circulated or distributed in the People‘s Republic of China and Rights Entitlements and
Equity Shares may not be offered or sold directly or indirectly to any resident of the People‘s Republic of China, or offered or
sold to any person for reoffering or resale directly or indirectly to any resident of the People‘s Republic of China except pursuant
to applicable laws and regulations of the People‘s Republic of China. The Lead Manager has represented and agreed that neither
it nor any of its affiliates has offered or sold or will offer or sell any of the Rights Entitlements and Equity Shares in the People‘s
Republic of China (excluding Hong Kong, Macau and Taiwan) as part of the Issue. We do not represent that the Offering
Materials may be lawfully distributed, or that any Rights Entitlements and Equity Shares may be lawfully offered, in compliance
with any applicable registration or other requirements in the People‘s Republic of China, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by us which would permit a public offering of any Rights Entitlements and Equity Shares or distribution of this document in
the People‘s Republic of China. Accordingly, the Rights Entitlements and Equity Shares are not being offered or sold within
the People‘s Republic of China by means of the Offering Materials or any other document. Neither the Offering Materials nor
any advertisement or other offering material may be distributed or published in the People‘s Republic of China, except under
circumstances that will result in compliance with any applicable laws and regulations.

Qatar (excluding the Qatar Financial Centre)

This document and the offering of the Rights Entitlements and Equity Shares have not been, and will not be: (i) lodged or
registered with, or reviewed or approved by, the Qatar Central Bank, the Qatar Financial Markets Authority the Ministry of
Business and Trade or any other governmental authority in the State of Qatar or (ii) authorised, permitted or licensed for offering
or distribution in Qatar, and the information contained in this document does not, and is not intended to, constitute a public or
general offer or other invitation in respect to the Rights Entitlements and Equity Shares in the State of Qatar. Accordingly, the
Rights Entitlements and Equity Shares are not being, and will not be, offered, issued or sold in the State of Qatar, and this
document is not being, and will not be, distributed in the State of Qatar. The offering, marketing, issue and sale of the Rights
Entitlements and Equity Shares and distribution of this document is being made in, and is subject to the laws, regulations and
rules of jurisdictions outside of the State of Qatar. No application has been or will be made for the Rights Entitlements and
Equity Shares to be listed or traded on the Qatar Exchange or the QE Venture Market.

This document is strictly private and confidential, and is being sent to a limited number of institutional and/or sophisticated
investors (a) upon their request and confirmation that they understand the statements above; and (b) on the condition that it will
not be provided to any person other than the original recipient, and is not for general circulation and may not be reproduced or
used for any other purpose.

Qatar Financial Centre

This document does not, and is not intended to, constitute an invitation or offer of securities from or within the Qatar Financial
Centre (the “QFC”), and accordingly should not be construed as such. This document has not been reviewed or approved by or
registered with the Qatar Financial Centre Authority, the Qatar Financial Centre Regulatory Authority or any other competent
legal body in the QFC. This document is strictly private and confidential, and may not be reproduced or used for any other
purpose, nor provided to any person other than the recipient thereof. Our Company and the Lead Manager have not been
approved or licensed by or registered with any licensing authorities within the QFC.

Singapore

The Letter of Offer has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Letter
of Offer and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of
any Rights Entitlements and Equity Shares, whether directly or indirectly, is not issued or made to persons in Singapore other
than (a) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the
Securities and Futures Act, (b) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and
in accordance with the conditions specified in Section 275, of the Securities and Futures Act, or (c) otherwise pursuant to, and
in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Where the Equity Shares are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person
which is:

(i) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the
sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or

376
(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary
of the trust is an individual who is an accredited investor:

securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights
and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that
trust has acquired the Equity Shares pursuant to an offer made under Section 275 of the Securities and Futures Act
except:

 to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act,
or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities
and Futures Act;

 where no consideration is or will be given for the transfer;

 where the transfer is by operation of law;

 as specified in Section 276(7) of the Securities and Futures Act; or

 as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore.

South Africa

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in South Africa.

Switzerland

The Rights Entitlements and Equity Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss
Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared
without regard to the disclosure standards for issuance prospectuses under Article 652a or Article 1156 of the Swiss Code of
Obligations or the disclosure standards for listing prospectuses under Articles 27 ff. of the SIX Listing Manual or the listing
rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or
marketing material relating to the Rights Entitlements and Equity Shares or the Issue may be publicly distributed or otherwise
made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the Rights Entitlements and Equity Shares or the
Issue or our Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document
will not be filed with, and the Issue will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA
(“FINMA”), and the Issue has not been and will not be authorised under the Swiss Federal Act on Collective Investment
Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA
does not extend to acquirers of the Rights Entitlements and Equity Shares.

The Rights Entitlements and Equity Shares are being offered in Switzerland by way of a private placement, i.e., to a small
number of selected investors only, without any public offer and only to investors who do not purchase the Rights Entitlements
and Equity Shares with the intention to distribute them to the public. The investors will be individually approached from time
to time. This document, as well as any other offering or marketing material relating to the Rights Entitlements and Equity
Shares, is confidential and it is exclusively for the use of the individually addressed investors in connection with the offer of
the Rights Entitlements and Equity Shares in Switzerland and it does not constitute an offer to any other person. This document
may only be used by those investors to whom it has been handed out in connection with the Issue described herein and may
neither directly nor indirectly be distributed or made available to other persons without our express consent. It may not be used
in connection with any other offer and shall in particular not be copied and/or distributed to the public in or from Switzerland.

Thailand

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in Thailand.

United Arab Emirates (excluding the Dubai International Financial Centre)

This document has not been, and is not intended to be, approved by the UAE Central Bank, the UAE Ministry of Economy, the
Emirates Securities and Commodities Authority or any other authority in the United Arab Emirates (the “UAE”) or any other
authority in any of the free zones established and operating in the UAE. The Rights Entitlements and Equity Shares have not
been and will not be offered, sold or publicly promoted or advertised in the United Arab Emirates in a manner which constitutes
a public offering in the UAE in compliance with any laws applicable in the United Arab Emirates governing the issue, offering
and sale of such securities. The Letter of Offer is strictly private and confidential and is being distributed to a limited number
of investors and must not be provided to any other person other than the original recipient and may not be used or reproduced
for any other purpose.

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Dubai International Financial Centre

The Rights Entitlements and Equity Shares have not been offered and will not be offered to any persons in the Dubai
International Financial Centre except on that basis that an offer is:

(i) an “Exempt Offer” in accordance with the Markets Rules (MKT) module of the Dubai Financial Services Authority
(the “DFSA”); and

made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA Conduct of Business
Module of the DFSA rulebook.

United Kingdom

The Lead Manager has represented and warranted that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services
and Markets Act 2000 (the “FSMA”) in connection with the issue or sale of the Rights Entitlements and Equity Shares
in circumstances in which Section 21(1) of the FSMA does not apply to our Company; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the Rights Entitlements and Equity Shares in, from or otherwise involving the United Kingdom.

The Letter of Offer and any investment or investment activity to which this document relates is directed only at, available only
to, and will be engaged in only with (i) persons who are outside the United Kingdom (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) persons
falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iv) or
persons to whom it can otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”).
Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it
or any of its contents.

United States of America

None of the Rights Entitlements or Equity Shares of our Company have been, or will be, registered under the United States
Securities Act of 1933, as amended (the “US Securities Act”), or any state securities laws in the United States. Accordingly,
the Rights Entitlements and Equity Shares are being offered and sold only outside the United States in compliance with
Regulation S under the US Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.

Filing

This Draft Letter of Offer has been filed with the Corporation Finance Department of SEBI, located at SEBI Bhavan, C-4-A,
G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 for its observations. After SEBI gives its observations, the
final Letter of Offer will be filed with the Designated Stock Exchange as per the provisions of the Companies Act.

Issue Related Expenses

The expenses of the Issue payable by our Company include brokerage, fee and reimbursement to the Lead Manager, Legal
Advisors to the Issue, Registrar to the Issue, printing and distribution expenses, publicity, listing fee, stamp duty and other
expenses and will be met out of the Issue Proceeds. For further details, see “Objects of the Issue – Estimated Issue related
expenses” on page 63.

Investor Grievances and Redressal System

Our Company has adequate arrangements for the redressal of investor complaints in compliance with the corporate governance
requirements under the SEBI Listing Regulations and the listing agreement. Our Company has a Stakeholders’ Relationship
Committee (“SRC”) which currently comprises Deepak Satwalekar, Chairman and Vijay Shah, Member.The broad terms of
reference include inter alia reviewing and ensuring the existence of a proper system for timely resolution of grievances of the
security holders of our Company including complaints related to transfer of shares, non-receipt of balance sheet and declaration
dividends.

We have been registered with the SEBI Complaints Redress System (SCORES) as required by the SEBI Circular no. CIR/
OIAE/ 2/ 2011 dated June 3, 2011. The total number of complaints redressed to the satisfaction of shareholders during the year
ended March 31, 2017 was 18. There was one outstanding complaint as on March 31, 2017 (which has since been redressed).

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No requests for transfer and dematerialization were pending for approval as on March 31, 2017. Most of the grievances /
correspondences are attended within a period of seven days from the date of receipt of such grievances. Further, the details of
investor complaints for the quarter ended September 30, 2017 is as follows:

Sr. No. Particulars Status

1. Pending at the beginning of the quarter 4
2. Received during the quarter 3
3. Disposed of during the quarter 6
4. Remaining unresolved at the end of the quarter 1

Status of outstanding investor complaints in relation to our Company

As on the date of this Draft Letter of Offer, there were no outstanding investor complaints.

Investor Grievances arising out of the Issue

Our Company’s investor grievances arising out of the Issue will be handled by Link Intime India Private Limited, the Registrar
to the Issue. The Registrar to the Issue will have a separate team of personnel handling only post- Issue correspondence. The
agreement between our Company and the Registrar will provide for retention of records with the Registrar for a period of at
least one year from the last date of dispatch of Allotment Advice/ demat credit/ refund order to enable the Registrar to redress
grievances of Investors. All grievances relating to the Issue may be addressed to the Registrar or the SCSB in case of ASBA
Applicants giving full details such as folio no., name and address, contact telephone / cell numbers, e-mail id of the first
Applicant, number and type of Equity Shares applied for, CAF serial number, amount paid on application and the name of the
bank and the branch where the application was deposited, along with a photocopy of the acknowledgement slip. In case of
renunciation, the same details of the Renouncee should be furnished. The average time taken by the Registrar for attending to
routine grievances will be seven to 10 days from the date of receipt of complaints. In case of non-routine grievances where
verification at other agencies is involved, it would be the endeavour of the Registrar to attend to them as expeditiously as
possible. Our Company undertakes to resolve the investor grievances in a time bound manner.

Registrar to the Issue

Link Intime India Private Limited

C-101, 247 Park
L B S Marg , Vikhroli (West)
Mumbai 400 083
Tel: (91 22) 4918 6200
Fax: (91 22) 4918 6195
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Contact person:Sumeet Deshpande
Website: www.linkintime.co.in
SEBI registration number: INR000004058

Investors may contact the Compliance Officer or the Registrar in case of any pre-Issue/ post –Issue related problems
such as non-receipt of Allotment advice/ demat credit/refund orders etc. The contact details of the Compliance Officer
are as follows:

Leonard D’Souza
Company Secretary and Compliance Officer
Piramal Ananta, Agastya Corporate Park
Opposite Fire Brigade, Kamani Junction, LBS Marg
Kurla (West), Mumbai – 400 070
Tel: (91 22) 3046 6666
Fax: (91 22) 2490 2363
Email: [email protected]

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 SECTION VIII: ISSUE INFORMATION

TERMS OF THE ISSUE

The Issue and the Equity Shares proposed to be issued on a rights basis, are subject to the terms and conditions contained in
this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the CAF, the SAF, the Memorandum of Association
and the Articles of Association, the provisions of Companies Act, FEMA, the SEBI Regulations, the SEBI Listing Regulations,
and the guidelines, notifications and regulations issued by SEBI, the Government of India and other statutory and regulatory
authorities from time to time, approvals, if any, from the RBI or other regulatory authorities, the terms of Listing Agreements
entered into by our Company with the Stock Exchanges and terms and conditions as stipulated in the allotment advice or security
certificate.

Please note that in accordance with the provisions of the SEBI Circular CIR/CFD/DIL/1/2011 dated April 29, 2011 all
QIB investors, Non-Institutional Investors and Non Retail Individual Investors complying with the eligibility conditions
prescribed under the SEBI circular dated December 30, 2009, who intend to participate must mandatorily invest
through the ASBA process. All Retail Individual Investors complying with the eligibility conditions may optionally apply
through the ASBA process or apply through the non-ASBA process. Investors (i) who are not QIBs or Non-Institutional
Investors, or (ii) whose application amount is not more than ₹ 200,000, can participate in the Issue either through the
ASBA process or the non ASBA process. Renouncees and Eligible Equity Shareholders holding Equity Shares in
physical form are not eligible ASBA Investors and must only apply for Equity Shares through the non-ASBA process,
irrespective of the application amounts.

ASBA Investors should note that the ASBA process involves application procedures that may be different from the procedure
applicable to non-ASBA process. ASBA Investors should carefully read the provisions applicable to such applications before
making their application through the ASBA process. For details, see “Terms of the Issue - Procedure for Application” on pages
383 and 384.

Please note that subject to SCSBs complying with the requirements of SEBI Circular CIR/CFD/DIL/13/2012 dated September
25, 2012, within the periods stipulated therein, ASBA Applications may be submitted at all branches of the SCSBs.

Further, in terms of the SEBI Circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making applications
by banks on their own account using ASBA facility, SCSBs should have a separate account in their own name with any other
SEBI registered SCSB(s). Such account shall be used solely for the purpose of making application in the Issue and clear
demarcated funds should be available in such account for ASBA applications. SCSBs applying in the Issue using the ASBA
facility shall be responsible for ensuring that they have a separate account in its own name with any other SCSB having clear
demarcated funds for applying in the Issue and that such separate account shall be used as the ASBA Account for the application,
for ensuring compliance with the applicable regulations.

All rights or obligations of the Eligible Equity Shareholders in relation to application and refunds pertaining to this Issue shall
apply to the Renouncee(s) as well.

Authority for the Issue

The Issue has been authorised by a resolution of our Board of Directors of our Company passed at their meeting held on October
12, 2017 pursuant to Section 62(1)(a) of the Companies Act.

Basis for the Issue

The Equity Shares are being offered for subscription for cash to the existing Eligible Equity Shareholders whose names appear
as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic
form and on the register of members of our Company in respect of the Equity Shares held in physical form at the close of
business hours on the Record Date, decided in consultation with the Designated Stock Exchange.

Rights Entitlement

As your name appears as a beneficial owner in respect of the Equity Shares held in the electronic form or appears in the register
of members as an Eligible Equity Shareholder of our Company in respect of the Equity Shares held in physical form as on the
Record Date, you are entitled to the number of Equity Shares as set out in Part A of the CAF.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders of our Company and will
dispatch the Letter of Offer, the Abridged Letter of Offer and CAF only to Eligible Equity Shareholders who have
provided an Indian address to our Company. Overseas Shareholders who do not update our records with their Indian
address or the address of their duly authorised representative in India, prior to the date on which we propose to dispatch
the Letter of Offer /Abridged Letter of Offer and CAFs, shall not be sent the Letter of Offer / Abridged Letter of Offer.
The distribution of the Letter of Offer, the Abridged Letter of Offer and the issue of Equity Shares on a rights basis to

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persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. No
action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose,
except that this Draft Letter of Offer was filed with SEBI. Accordingly, the Equity Shares may not be offered or sold,
directly or indirectly, and the Letter of Offer or any offering materials or advertisements in connection with the Issue
may not be distributed, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction.
Receipt of the Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such
an offer and, in those circumstances, the Letter of Offer must be treated as sent for information only and should not be
acted upon for subscription to Equity Shares and should not be copied or re-distributed. Accordingly, persons receiving
a copy of the Letter of Offer should not, in connection with the issue of the Equity Shares or the Rights Entitlements,
distribute or send the Letter of Offer in or into any jurisdiction where to do so, would or might contravene local securities
laws or regulations. If the Letter of Offer is received by any person in any such jurisdiction, or by their agent or nominee,
they must not seek to subscribe to the Equity Shares or the Rights Entitlements referred to in the Letter of Offer. Any
person who acquires Rights Entitlements or Equity Shares will be deemed to have declared, warranted and agreed, by
accepting the delivery of the Letter of Offer, Abridged Letter of Offer and the CAFs, that it is not and that at the time
of subscribing for the Equity Shares or the Rights Entitlements, it will not be in any restricted jurisdiction.

Principal terms of the Issue

Face Value

Each Equity Share will have the face value of ₹2.

Issue Price

Each Equity Share is being offered at a price of ₹2,380 per Equity Share in the Issue. The Issue Price has been arrived prior to
the determination of Record Date.

Reservation in favour of CCD Holders

Pursuant to Regulation 53 of the SEBI Regulations and the resolution dated October 12, 2017, our Board has approved
reservation of the Equity Shares in the Issue in favour of the CCD Holders in proportion to the CCDs in the Rights Issue, subject
to applicable laws, and subject to a resolution being passed by our Board prior to the filing of the Letter of Offer, authorising
further issuance of Equity Shares. The Equity Shares so reserved shall be issued at the time of conversion of the CCDs on the
same terms at which the Equity Shares are being issued under the Issue. This will result in further issue of Equity Shares by our
Company over and above the existing Issue Size of ₹20,000 million. The CCD Holders shall exercise such right within 15
Working Days of the date of allotment of Equity Shares pursuant to conversion of CCDs. Further, the CCD Holders shall
intimate our Company of its exercise of such right and shall pay the relevant issue price within 15 Working Days, failure of
which the right of the CCD Holers to participate in the reservation in the Issue shall fall away.

Rights Entitlement Ratio

The Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of [●] Equity Shares for
every [●] fully paid-up Equity Shares held on the Record Date.

Terms of Payment

Full amount of ₹ 2,380 per Equity Share is payable on application.

Fractional Entitlements

The Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of [●] Equity Shares for every
[●] fully paid-up Equity Shares held on the Record Date. For Equity Shares being offered on a rights basis under this Issue, if
the shareholding of any of the Eligible Equity Shareholders is less than [●] Equity Shares or not in the multiple of [●], the
fractional entitlement of such Eligible Equity Shareholders shall be ignored in the computation of the Rights Entitlement.
However, the Eligible Equity Shareholders whose fractional entitlements are being ignored, will be given preferential
consideration for the Allotment of one additional Equity Share each if they apply for additional Equity Shares over and above
their Rights Entitlement.

For example, if an Eligible Equity Shareholder holds between [●] and [●] Equity Shares, such Shareholder will be entitled to
[●] Equity Shares on a rights basis and will also be given a preferential consideration for the Allotment of one additional Equity
Share if the Shareholder has applied for the same.

Further, the Eligible Equity Shareholders holding between between [●] and [●] Equity Shares shall have ‘zero’ entitlement in
the Rights Issue. Such Eligible Equity Shareholders are entitled to apply for additional Equity Shares and will be given

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preference in the allotment of one additional Equity Share if, such Eligible Equity Shareholders apply for the additional Equity
Shares. However, they cannot renounce the same in favour of third parties and the CAF shall be non-negotiable.

Ranking

The Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of the Memorandum of
Association and the Articles of Association. The Equity Shares to be issued and Allotted pursuant to this Issue shall rank pari
passu with the existing Equity Shares of our Company, in all respects including dividends.

Listing and trading of the Equity Shares to be issued pursuant to the Issue

The existing Equity Shares of our Company are listed and traded on BSE (Scrip Code: 500302) and NSE (Scrip Code: PEL)
under the ISIN INE140A01024. The Equity Shares proposed to be issued on a rights basis shall be listed and admitted for
trading on BSE and NSE subject to necessary approvals. Our Company has received in-principle approval from BSE through
letter no. [●] dated [●] and from NSE through letter no. [●] dated [●].

The Equity Shares which will be allotted pursuant to this Issue shall be listed for trading on BSE and NSE under the existing
ISIN as fully paid Equity Shares of our Company.

The Equity Shares allotted pursuant to this Issue will be listed as soon as practicable and all steps for completion of the necessary
formalities for listing and commencement of trading of the Equity Shares shall be taken within seven Working Days of
finalization of the Basis of Allotment.

The listing and trading of the Equity Shares issued pursuant to the Issue shall be based on the current regulatory framework
applicable thereto. Accordingly, any change in the regulatory regime would affect the listing and trading schedule. For further
details, see “Terms of the Issue – Payment of Refund” on pages 398 to 399.

Subscription to the Issue by the Promoter and the Promoter Group

Our Promoter, Ajay Piramal, together with other persons in the Promoter Group, intends to subscribe to the full extent of the
aggregate rights entitlement of the Promoter and Promoter Group in the Issue, and will further subscribe to such number of
additional Equity Shares in the Issue as may be required to ensure that the aggregate subscription in the Issue shall be at least
90% of the Equity Shares offered in the Issue. The acquisition of Equity Shares by the Promoters and members of the Promoter
Group over and above their Rights Entitlement shall be exempt from open offer requirements in terms of Regulation 10(4)(b)
of the Takeover Regulations.

Our Company is in compliance, and shall remain in compliance, with the minimum public shareholding requirements as
prescribed under the SEBI Listing Regulations after the Issue.

Rights of Equity Shareholders of our Company

Subject to applicable laws, the Equity Shareholders shall have the following rights:

 The right to receive dividend, if declared;

 The right to vote in person, or by proxy;

 The right to receive offers for rights shares and be allotted bonus shares, if announced;

 The right to receive surplus on liquidation;

 The right of free transferability of Equity Shares;

 The right to attend general meetings and exercise voting powers, unless prohibited by law; and

 Such other rights as may be available to a shareholder of a listed public company under the Companies Act, and the
Memorandum of Association and the Articles of Association.

General Terms of the Issue

Market Lot

The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity Shares in dematerialised
mode is one Equity Share. In case an Investor holds Equity Shares in the physical form, our Company would issue to the

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allottees one certificate for the Equity Share allotted to each folio (the “Consolidated Certificate”). Such Consolidated
Certificates may be split into smaller denominations at the request of the respective Investor.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as the
joint holders with the benefit of survivorship subject to the provisions contained in the Articles of Association. The CAF would
be required to be signed by all the joint holders. In case of renunciation, joint holders will sign Part B of the CAF.

Nomination

The nomination facility is available in respect of the Equity Shares in accordance with the provisions of the Section 72 of the
Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture) Rules, 2014. An Eligible Equity
Shareholder can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. In case
of Eligible Equity Shareholders who are individuals, a sole Eligible Equity Shareholder or the first named Eligible Equity
Shareholder, along with other joint Eligible Equity Shareholders, if any, may nominate any person(s) who, in the event of the
death of the sole Eligible Equity Shareholder or all of the joint Eligible Equity Shareholders, as the case may be, shall become
entitled to the Equity Shares offered in the Issue. A person, being a nominee, becoming entitled to the Equity Shares by reason
of death of the original Eligible Equity Shareholder(s), shall be entitled to the same advantages to which he would be entitled
if he were the registered Eligible Equity Shareholder. Where the nominee is a minor, the Eligible Equity Shareholder(s) may
also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Shares, in the event
of death of the said Eligible Equity Shareholder, during the minority of the nominee. A nomination shall stand rescinded upon
the sale of the Equity Shares by the person nominating. A transferee will be entitled to make a fresh nomination in the manner
prescribed. Where the Equity Shares are held by more than one person jointly, the nominee shall become entitled to all rights
in the Equity Shares only in the event of death of all the joint holders. Fresh nominations can be made only in the prescribed
form available on request at the Registered Office of our Company or such other person at such addresses as may be notified
by our Company. The Investor can make the nomination by filling in the relevant portion of the CAF. In terms of Section 72 of
the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture) Rules, 2014, or any other rules
that may be prescribed under the Companies Act, any person who becomes a nominee shall upon the production of such
evidence as may be required by our Board, elect either:

 to register himself or herself as the holder of the Equity Shares; or

 to make such transfer of the Equity Shares, as the deceased holder could have made.

If the person being a nominee, so becoming entitles, elects to be registered as holders of the Equity Shares himself, he shall
deliver to our Company a notice in writing signed by him stating that he so elects and such notice shall be accompanied with
the death certificate of the deceased Equity Shareholder.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, our Board may thereafter
withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.

Only one nomination would be applicable for one folio. Hence, in case the Investor(s) has already registered the nomination
with our Company, no further nomination needs to be made for Equity Shares that may be allotted in this Issue under the same
folio.

In case the Allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination for the
Equity Shares to be Allotted in this Issue. Nominations registered with respective DP of the Investor would prevail. Any
Investor desirous of changing the existing nomination is requested to inform its respective DP.

Notices

All notices to the Eligible Equity Shareholder(s) required to be given by our Company shall be published in one English
language national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one
Marathi language daily newspaper with wide circulation and/or, will be sent by post to the Indian address of the Eligible Equity
Shareholders provided to our Company. However, the distribution of the Letter of Offer, Abridged Letter of Offer and the issue
of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements
prevailing in those jurisdictions.

Procedure for Application

The CAF for the Equity Shares offered as part of the Issue along with Abridged Letter of Offer would be printed for all Eligible
Equity Shareholders. In case the original CAFs are not received by the Eligible Equity Shareholder or is misplaced by the
Eligible Equity Shareholder, the Eligible Equity Shareholder may request the Registrar to the Issue, for issue of a duplicate

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CAF, by furnishing the registered folio number, DP ID, Client ID and their full name and Indian address. In case the signature
of the Investor(s) does not match with the specimen registered with our Company, the application is liable to be rejected.

Please note that neither our Company nor the Registrar to the Issue shall be responsible for delay in the receipt of the CAF or
the duplicate CAF attributable to postal delays or if the CAF or the duplicate CAF are misplaced in the transit. Eligible Equity
Shareholders should note that those who are making an application in such duplicate CAF should not utilise the original CAF
for any purpose, including renunciation even if the original CAF is received or found subsequently. If any Eligible Equity
Shareholder violates any of these requirements, he/she shall face the risk of rejection of both applications.

Please note that QIB Applicants, Non-Institutional Investors and other Applicants whose application amount exceeds ₹
200,000 can participate in the Issue only through the ASBA process. The Investors who are (i) not QIBs, (ii) not Non-
Institutional Investors, or (iii) Investors whose application amount is not more than ₹200,000, can participate in the
Issue either through the ASBA process or the non-ASBA process. Renouncees and Eligible Equity Shareholders holding
Equity Shares in physical form are not eligible ASBA Investors and must apply for Equity Shares only through the Non-
ASBA process.

Please also note that by virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the
Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Eligible Equity Shareholder being an OCB is required to obtain prior approval from RBI for
applying to this Issue.

CAF

The Registrar to the Issue will dispatch the CAF along with the Abridged Letter of Offer along to all Eligible Equity
Shareholders as per their Rights Entitlement on the Record Date.

Applicants may choose to accept the offer to participate in the Issue by making plain paper Applications. For more information,
see “Terms of the Issue – Application on Plain Paper” on pages 388 and 389.

The CAF consists of four parts:

Part A: Form for accepting the Equity Shares offered as a part of this Issue, in full or in part, and for applying for additional
Equity Shares;

Part B: Form for renunciation of Equity Shares;

Part C: Form for application of Equity Shares by Renouncee(s); and

Part D: Form for request for split application forms.

Option available to the Eligible Equity Shareholders

The CAFs will clearly indicate the number of Equity Shares that the Eligible Equity Shareholder is entitled to.

If the Eligible Equity Shareholder applies for an investment in Equity Shares, then he can:

 Apply for Rights Entitlement of Equity Shares in full;

 Apply for Rights Entitlement of Equity Shares in part;

 Apply for Rights Entitlement of Equity Shares in part and renounce the other part of the Equity Shares;

 Apply for Rights Entitlement in full and apply for additional Equity Shares; and

 Renounce Rights Entitlement in full.

Acceptance of the Issue

You may accept the offer to participate and apply for the Equity Shares, either in full or in part, by filling Part A of the CAFs
and submit the same along with the application money payable to the Escrow Collection Banks or any of the collection centres
of the Escrow Collection Banks as mentioned on the reverse of the CAFs before close of the banking hours on or before the
Issue Closing Date or such extended time as may be specified by our Board of Directors in this regard. Investors at centres not
covered by the collection branches of the Escrow Collection Banks can send their CAFs together with the cheque drawn at par
on a local bank at Mumbai or a demand draft payable at Mumbai to the Registrar to the Issue by registered post so as to reach
the Registrar to the Issue prior to the Issue Closing Date. Please note that neither our Company nor the Lead Manager or the

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Registrar to the Issue shall be responsible for delay in the receipt of the CAF attributable to postal delays or if the CAF is
misplaced in the transit. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected. For
further details on the mode of payment, see “Terms of the Issue - Mode of Payment for Resident Investors” and “Terms of the
Issue - Mode of Payment for Non-Resident Investors” on page 390.

Additional Equity Shares

You are eligible to apply for additional Equity Shares over and above your Rights Entitlement, provided that you are eligible
to apply under applicable law and have applied for all the Equity Shares offered to you without renouncing them in whole or in
part in favour of any other person(s). Applications for additional Equity Shares shall be considered and Allotment shall be made
at the sole discretion of our Board, subject to sectoral caps and in consultation if necessary with the Designated Stock Exchange
and in the manner prescribed under the section “Terms of the Issue - Basis of Allotment” beginning on page 397.

If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional Equity
Shares in Part A of the CAF. Renouncee(s) applying for all the Equity Shares renounced in their favour may also apply for
additional Equity Shares by indicating details of additional Equity Shares applied in place provided for additional Equity Shares
in Part C of CAF.

Under the foreign exchange regulations currently in force in India, transfers of shares between Non-Residents and residents are
permitted subject to compliance with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of
shares is not in compliance with such pricing guidelines or reporting requirements or certain other conditions, then the prior
approval of the RBI will be required.

Due to the aforementioned factors FPIs, multilateral and bilateral institutions intending to apply for the Additional Equity Shares
or intending to apply for the Equity Shares renounced in their favour shall be required to obtain prior approval from the
appropriate regulatory authority. FVCIs, Category – I AIFs and VCFs are not permitted to participate in the rights issue by
listed companies. For details on restrictions on eligibility by FPIs and FVCIs, see“Terms of the Issue – Bids by FPIs” and
“Terms of the Issue - Procedure for Applications by AIFs, FVCIs and VCF” on page 404.

Where the number of additional Equity Shares applied for exceeds the number of Equity Shares available for Allotment, the
Allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange.

Renunciation

The Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of
any other person or persons. Your attention is drawn to the fact that our Company shall not Allot and/or register the Equity
Shares in favour of the following Renouncees: (i) more than three persons (including joint holders); (ii) partnership firm(s) or
their nominee(s); (iii) minors; (iv) HUF; or (v) any trust or society (unless the same is registered under the Societies Registration
Act, 1860, as amended or the Indian Trust Act, 1882, as amended or any other applicable law relating to societies or trusts and
is authorized under its constitution or bye-laws to hold Equity Shares, as the case may be). Additionally, the Eligible Equity
Shareholders may not renounce in favour of persons or entities which would otherwise be prohibited from being offered or
subscribing for Equity Shares or Rights Entitlement under applicable securities or other laws. Eligible Equity Shareholders may
also not renounce in favour of persons or entities in the United States or to the account or benefit of a U.S. person (as defined
in Regulation S) or to who would otherwise be prohibited from being offered or subscribing for Equity Shares or Rights
Entitlement under applicable securities law

Any renunciation: (i) from resident Indian Equity Shareholder(s) to non-resident(s); (ii) from non-resident Shareholder(s) to
resident Indian(s); or (iii) from a non-resident Shareholder(s) to other non-resident(s), and subscription of Equity Shares by
such renouncee are subject to the renouncer(s)/ renouncee(s) obtaining the requisite regulatory approvals and such requisite
approvals should be attached to the CAF or SAF. In case of applications which are not accompanied by the aforesaid approvals,
our Board reserves the right to reject such application.

RBI Letter with respect to renunciation

Our Company will apply to the RBI, for obtaining its approval in relation to the renunciation of Rights Entitlement of the Equity
Shares in the following manner:

(i) by the resident Eligible Equity Shareholder in India in favour of any person resident outside India (other than OCBs);

(ii) by the resident Eligible Equity Shareholder (other than OCBs) outside India in favour of any person resident in India.
If the non-resident transferees include FPIs, the individual as well as overall limit should be complied with;

(iii) by the resident Eligible Equity Shareholder outside India to any other person resident outside India (other than OCBs).

In the above cases, our Company shall ensure that the Equity Shares will not be allotted at a price that is lower than the price at
which Equity Shares are allotted/ issued to resident Indians.

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 In case our Company does not receive such approval, the Renouncer/ Renouncee is required to obtain such approval and attach
to the CAF. All such renunciations shall be subject to any conditions that may be specified in the RBI approval. Applications
not complying with conditions of the approval/ not accompanied by such approvals are liable to be rejected.

By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, OCBs have been derecognized as an eligible
class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission
to Overseas Corporate Bodies) Regulations, 2003. Accordingly, the Eligible Equity Shareholders of our Company who do not
wish to subscribe to the Equity Shares being offered but wish to renounce the same in favour of Renouncees shall not renounce
the same (whether for consideration or otherwise) in favour of OCB(s).

The RBI has, however, clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which
are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated
non-resident entities in terms of Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 3, 2000 under the FDI Scheme
with the prior approval of Government if the investment is through Government Route and with the prior approval of the RBI
if the investment is through the automatic route on case by case basis. Shareholders renouncing their rights in favour of OCBs
may do so provided such Renouncee obtains a prior approval from the RBI. On submission of such approval to us at our
Registered Office, the OCB shall receive the Abridged Letter of Offer and the CAF.

Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this
will render the application invalid. Submission of the CAF to the Banker to the Issue at its collecting branches specified on the
reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall be the conclusive evidence for our
Company of the fact of renouncement to the person(s) applying for Equity Shares in Part ‘C’ of the CAF for the purpose of
Allotment of such Equity Shares. The Renouncees applying for all the Equity Shares renounced in their favour may also apply
for additional Equity Shares. Part ‘A’ of the CAF must not be used by the Renouncee(s) as this will render the application
invalid. Renouncee(s) will have no right to further renounce any Equity Shares in favour of any other person.

Procedure for renunciation

To renounce all the Equity Shares offered to an Eligible Equity Shareholder in favour of one Renouncee

If you wish to renounce the offer indicated in Part ‘A’, in whole, please complete Part ‘B’ of the CAF. In case of joint holding,
all joint holders must sign Part ‘B’ of the CAF in the same order. The person in whose favour renunciation has been made
should complete and sign Part ‘C’ of the CAF. In case of joint Renouncees, all joint Renouncees must sign Part ‘C’ of the CAF.

To renounce in part or the whole to more than one person(s)

If you wish to either (i) accept this offer in part and renounce the balance, or (ii) renounce the entire offer under this Issue in
favour of two or more Renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement
of SAFs in the space provided for this purpose in Part ‘D’ of the CAF and return the entire CAF to the Registrar so as to reach
them latest by the close of business hours on the last date of receiving requests for SAFs as provided herein. On receipt of the
required number of SAFs from the Registrar, the procedure as mentioned in paragraph above shall have to be followed.

In case the signature of the Eligible Equity Shareholder(s), who has renounced the Equity Shares, does not match with the
specimen registered with our Company or the Depositories, the application is liable to be rejected.

Renouncee(s)

The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part ‘C’ of the CAF and submit the entire
CAF to the Escrow Collection Banks or any of the collection centres of the Escrow Collection Banks, as mentioned on the
reverse of the CAFs on or before the Issue Closing Date along with the application money in full.

Change and/or introduction of additional holders

If you wish to apply for Equity Shares jointly with any other person(s), not more than three including you, who is or are not
already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to
be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as
stated above shall have to be followed.

However, this right of renunciation is subject to the express condition that our Board of Directors shall be entitled in its absolute
discretion to reject the request for Allotment from the Renouncee(s) without assigning any reason thereof.

Instructions for Options

The summary of options available to the Eligible Equity Shareholder is presented below. You may exercise any of the following
options with regard to the Equity Shares offered, using the CAF.

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 Sr. No. Option Available Action Required

1. Accept whole or part of your Rights Entitlement Fill in and sign Part A (All joint holders must sign in the
without renouncing the balance. same sequence)

2. Accept your Rights Entitlement in full and apply for Fill in and sign Part A including Block III relating to the
additional Equity Shares acceptance of entitlement and Block IV relating to
additional Equity Shares (All joint holders must sign in the
same sequence)

3. Accept a part of your Rights Entitlement and renounce Fill in and sign Part D (all joint holders must sign in the
the balance to one or more Renouncee(s) same sequence) requesting for SAFs. Send the CAF to the
Registrar so as to reach them on or before the last date for
OR receiving requests for SAFs. Splitting will be permitted
only once.
Renounce your Rights Entitlement to all the Equity
Shares offered to you to more than one Renouncee On receipt of the SAF take action as indicated below.

(i) For the Equity Shares you wish to accept, if any,

fill in and sign Part A.

(ii) For the Equity Shares you wish to renounce, fill

in and sign Part B indicating the number of
Equity Shares renounced and hand it over to the
Renouncees.

(iii) Each Renouncee should fill in and sign Part C for

the Equity Shares accepted by them.

4. Renounce your Rights Entitlement in full to one person Fill in and sign Part B (all joint holders must sign in the
(Joint Renouncees are considered as one). same sequence) indicating the number of Equity Shares
renounced and hand it over to the Renouncee. The
Renouncee must fill in and sign Part C (all joint
Renouncees must sign)

5. Introduce a joint holder or change the sequence of joint This will be treated as renunciation. Fill in and sign Part
holders B and the Renouncee must fill in and sign Part C.

Please note that:

 Options (3), (4) and (5) will not be available for Eligible Equity Shareholders applying through ASBA process.

 Part ‘A’ of the CAF must not be used by any person(s) other than the Eligible Equity Shareholder to whom this Draft
Letter of Offer has been addressed. If used, this will render the application invalid.

 Request for each SAF should be made for a minimum of one Equity Share or, in each case, in multiples thereof and
one SAF for the balance Equity Shares, if any.

 Request by the Eligible Equity Shareholders for the SAFs should reach the Registrar to the Issue on or before seven
days from the Issue Closing Date.

 Only the Eligible Equity Shareholder to whom the Letter of Offer has been addressed shall be entitled to renounce and
to apply for SAFs. Forms once split cannot be split further.

 SAFs will be sent to the Investor(s) by post at the Applicant’s risk.

 Eligible Equity Shareholders may not renounce in favour of persons or entities who would otherwise be prohibited
from being offered or subscribing for Equity Shares or Rights Entitlement under applicable securities laws.

 Submission of the CAF to the Banker to the Issue at its collecting branches specified on the reverse of the CAF with
the form of renunciation (Part B of the CAF) duly filled in shall be conclusive evidence for us of the person(s) applying
for Equity Shares in Part C of the CAF to receive Allotment of such Equity Shares.

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 While applying for or renouncing their Rights Entitlement, all joint Eligible Equity Shareholders must sign the CAF
and in the same order and as per specimen signatures recorded with our Company or the Depositories.

 Non-resident Eligible Equity Shareholders: Application(s) received from Non-Resident or NRIs, or persons of Indian
origin residing abroad for allotment of Equity Shares allotted as a part of this Issue shall, inter alia, be subject to
conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money,
allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest, export of share certificates, etc.
In case a Non-Resident or an NRI Eligible Equity Shareholder has specific approval from the RBI, in connection with
his shareholding, he should enclose a copy of such approval with the CAF.

 Applicants must write their CAF number at the back of the cheque/ demand draft.

 The RBI has mandated that CTS 2010 compliant cheques can only be presented in clearing hence the CAFs
accompanied by non-CTS cheques could get rejected.

Availability of duplicate CAF

In case the original CAF is not received, or is misplaced by the Eligible Equity Shareholder, the Registrar will issue a duplicate
CAF on the request of the Investor who should furnish the registered folio number or DP and Client ID number and his/ her
full name and Indian address to the Registrar. Please note that the request for duplicate CAF should reach the Registrar at least
seven days prior to the Issue Closing Date. Please note that those who are making the application in the duplicate form should
not utilize the original CAF for any purpose including renunciation, even if it is received or found, as the case may be,
subsequently. If the Investor violates such requirements, he/ she shall face the risk of rejection of either original CAF or both
the applications. Our Company or the Registrar to the Issue or the Lead Manager will not be responsible for postal delays or
loss of duplicate CAF in transit, if any.

Application on Plain Paper

An Eligible Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may
make an application to subscribe to the Issue on plain paper, along with an account payee cheque/ demand draft, net of bank
and postal charges payable at Mumbai and the Investor should send the same by registered post directly to the Registrar to the
Issue. For details of the mode of payment, see “Terms of the Issue - Modes of Payment” on pages 390 and 391. Applications on
plain paper from any address outside India will not be accepted.

The envelope should be super scribed “Piramal Enterprises Limited – Rights Issue” and should be postmarked in India. The
application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order and as per
specimen recorded with our Company or the Depositories, must reach the office of the Registrar before the Issue Closing Date
and should contain the following particulars:

 Name of our Company, being Piramal Enterprises Limited;

 Name and address of the Eligible Equity Shareholder including joint holders;

 Registered Folio Number/ DP and Client ID No.;

 Number of Equity Shares held as on Record Date;

 Share Certificate numbers and distinctive numbers of Equity Shares, if held in physical form;

 Allotment option preferred - physical or demat form, if held in physical form;

 Number of Equity Shares entitled to;

 Number of Equity Shares applied for;

 Number of additional Equity Shares applied for, if any;

 Total number of Equity Shares applied for;

 Total amount paid at the rate of ₹ 2,380 per Equity Share;

 Particulars of cheque/ demand draft;

 Savings or current account number and name and address of the bank where the Eligible Equity Shareholder will be
depositing the refund order. In case of Equity Shares held in dematerialized form, the Registrar shall obtain the bank
account details from the information available with the Depositories;

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 Except for applications on behalf of the Central or State Government, the residents of Sikkim and the officials
appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of
joint names, irrespective of the total value of the Equity Shares applied for pursuant to the Issue;

 If the payment is made by a draft purchased from NRE or FCNR or NRO account, as the case may be, an account
debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE or FCNR
or NRO account;

 Signature of the Applicant (in case of joint holders, to appear in the same sequence and order as they appear in the
records of our Company or the Depositories); and

 Additionally, all such Applicants are deemed to have accepted the following:

“I/ We understand that neither the Rights Entitlement nor the Equity Shares have been, or will be, registered under
the United States Securities Act of 1933, as amended (the “US Securities Act”) or any United States state securities
laws, and may not be offered, sold, resold or otherwise transferred within the United States or to the territories or
possessions thereof (the “United States”). I/ we understand the Equity Shares referred to in this application are being
offered in India but not in the United States. I/ we understand the offering to which this application relates is not, and
under no circumstances is to be construed as, an offering of any Equity Shares or Rights Entitlement for sale in the
United States, or as a solicitation therein of an offer to buy any of the said Equity Shares or Rights Entitlement in the
United States. Accordingly, I/ we understand this application should not be forwarded to or transmitted in or to the
United States at any time. I/ we confirm that I/ are not in the United States and understand that neither us, nor the
Registrar, the Lead Manager or any other person acting on behalf of us will accept subscriptions from any person, or
the agent of any person, who appears to be, or who we, the Registrar, the Lead Manager or any other person acting
on behalf of us have reason to believe is in the United States or is ineligible to participate in the Issue under the
securities laws of their jurisdiction.

I/ We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any jurisdiction
or under any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to
make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws
or regulations. We satisfy, and each account for which we are acting satisfies, all suitability standards for investors
in investments of the type subscribed for herein imposed by the jurisdiction of our residence.

I/ We understand and agree that the Rights Entitlement and Equity Shares may not be reoffered, resold, pledged or
otherwise transferred except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

I/ We acknowledge that we, the Lead Manager, its affiliates and others will rely upon the truth and accuracy of the
foregoing representations and agreements.”

Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce their
rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the
Eligible Equity Shareholder violates such requirements, he/ she shall face the risk of rejection of both the applications. Our
Company shall refund such application amount to the Eligible Equity Shareholder without any interest thereon and no liability
shall arise on part of our Company, Lead Manager and our Directors. In cases where multiple CAFs are submitted, including
cases where an Investor submits CAFs along with a plain paper application, such applications shall be liable to be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an application being rejected, with
our Company, the Lead Manager and the Registrar to the Issue not having any liability to the Investor. The plain paper
application format will be available on the website of the Registrar to the Issue at www.linkintime.co.in.

Last date for Application

The last date for submission of the duly filled in CAF or a plain paper application is [●]. Our Board or any committee thereof,
subject to the provisions of the Articles of Association may extend the said date for such period as it may determine from time
to time, subject to the Issue Period not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date).

If the CAF together with the amount payable is not received by the Banker to the Issue or the Registrar to the Issue, on or before
the close of banking hours on the aforesaid last date or such date as may be extended by our Board or the Committee of
Directors, the invitation to offer contained in the Letter of Offer shall be deemed to have been declined and our Board or the
Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section “Terms
of the Issue - Basis of Allotment” beginning on page 397.

389
Modes of Payment

Mode of payment for Resident Investors

 All cheques / demand drafts accompanying the CAF should be drawn in favour of “Piramal Enterprises Limited-
Rights Issue” crossed ‘A/c Payee only’ and should be submitted along with the CAF to the Bankers to the Issue or the
Collecting Bank or to the Registrar to the Issue on or before the Issue Closing Date;

 Investors residing at places other than places where the bank collection centres have been opened by our Company for
collecting applications, are requested to send their CAFs together with an account payee cheque/ demand draft for the
full application amount, net of bank and postal charges drawn in favour of “Piramal Enterprises Limited- Rights Issue”,
crossed ‘A/c Payee only’ and payable at Mumbai directly to the Registrar by registered post so as to reach them on or
before the Issue Closing Date. The envelope should be super scribed “Piramal Enterprises Limited – Rights Issue”.
Our Company or the Registrar will not be responsible for postal delays or loss of applications in transit, if any.

Mode of payment for Non-Resident Investors

As regards the application by non-resident Investor, the following conditions shall apply:

 Individual non-resident Indian Applicants who are permitted to subscribe for Equity Shares by applicable local
securities laws can obtain application forms from the following address:

Link Intime India Private Limited

C-101, 247 Park
L B S Marg, Vikhroli (West)
Mumbai 400 083
Tel: (91 22) 4918 6200
Fax: (91 22) 4918 6195
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.linkintime.co.in
Contact person: Sumeet Deshpande
SEBI registration number: INR000004058

 Applications will not be accepted from non-resident Investors in any jurisdiction where the offer or sale of the Rights
Entitlements and Equity Shares may be restricted by applicable securities laws.

 Non-resident investors applying from places other than places where the bank collection centres have been opened by
our Company for collecting applications, are requested to send their CAFs together with Demand Draft for the full
application amount, net of bank and postal charges drawn in favour of “Piramal Enterprises Limited – Rights Issue –
NR”, crossed ‘A/c Payee only’ payable at Mumbai directly to the Registrar by registered post so as to reach them on
or before the Issue Closing Date. The envelope should be super scribed “Piramal Enterprises Limited – Rights Issue”.
Our Company or the Registrar will not be responsible for postal delays or loss of applications in transit, if any.

 Payment by non-residents must be made by demand draft payable at Mumbai/ cheque drawn on a bank account
maintained with the Escrow Collection Banks or funds remitted from abroad in any of the following ways:

Application with repatriation benefits

 By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad (submitted along
with Foreign Inward Remittance Certificate);

 By cheque/draft drawn on an NRE or FCNR Account with Escrow Collection Banks;

 By Rupee draft purchased by debit to NRE or FCNR Account maintained elsewhere in India and payable at Mumbai;

 FPIs registered with SEBI must utilise funds from special non-resident rupee account;

 Non-resident investors with repatriation benefits should draw the cheques/ demand drafts in favour of “Piramal
Enterprises Limited - Rights Issue - NR”, crossed “A/c Payee only” for full application amount, net of bank and postal
charges and which should be submitted along with the CAF to the Escrow Collection Banks to the Issue or collection
centres of the Escrow Collection Bank or to the Registrar;

 Applicants should note that where payment is made through drafts purchased from NRE or FCNR or NRO account as
the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued

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 by debiting the NRE or FCNR or NRO account should be enclosed with the CAF. In the absence of such an account
debit certificate, the application shall be considered incomplete and is liable to be rejected.

Application without repatriation benefits

 As far as non-residents holding Equity Shares on non-repatriation basis are concerned, in addition to the modes
specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained
with the Escrow Collection Banks or Rupee Draft purchased out of NRO Account maintained elsewhere in India but
payable at Mumbai In such cases, the Allotment of Equity Shares will be on non-repatriation basis.

 Non-resident investors without repatriation benefits should draw the cheques/demand drafts in favour of “Piramal
Enterprises Limited - Rights Issue - R”, crossed “A/c Payee only” for the full application amount, net of bank and
postal charges and which should be submitted along with the CAF to the Bankers to the Issue or collection centres or
to the Registrar;

 Applicants should note that where payment is made through drafts purchased from NRE or FCNR or NRO accounts,
as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued
by debiting the NRE or FCNR or NRO account should be enclosed with the CAF. In the absence of such an account
debit certificate, the application shall be considered incomplete and is liable to be rejected.

 An Eligible Equity Shareholder whose status has changed from resident to non-resident should open a new demat
account reflecting the changed status. Any application from a demat account which does not reflect the accurate status
of the Applicant is liable to be rejected at the sole discretion of our Company and the Lead Manager.

Notes:

 In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity
Shares can be remitted outside India, subject to tax, as applicable according to the IT Act.

 In case Equity Shares are allotted on a non-repatriation basis, the dividend and sale proceeds of the Equity Shares
cannot be remitted outside India.

 The CAF duly completed together with the amount payable on application must be deposited with the collecting bank
indicated on the reverse of the CAFs before the close of banking hours on or before the Issue Closing Date. A separate
cheque or bank draft must accompany each CAF.

 In case of an application received from non-residents, Allotment, refunds and other distribution, if any, will be made
in accordance with the guidelines and rules prescribed by the RBI as applicable at the time of making such Allotment,
remittance and subject to necessary approvals.

Procedure for Application through the ASBA Process

This section is for the information of the ASBA Investors proposing to subscribe to the Issue through the ASBA Process. Our
Company and the Lead Manager are not liable for any amendments or modifications or changes in applicable laws or
regulations, which may occur after the date of this Draft Letter of Offer. Investors who are eligible to apply under the ASBA
Process are advised to make their independent investigations and to ensure that the CAF is correctly filled up.

The Lead Manager, our Company, its directors, its employees, affiliates, associates and their respective directors and officers
and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in
relation to applications accepted by SCSBs, Applications uploaded by SCSBs, applications accepted but not uploaded by SCSBs
or applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for applications
uploaded by SCSBs, the amount payable on application has been blocked in the relevant ASBA Account.

Please note that pursuant to the applicability of the directions issued by SEBI through its circular CIR/CFD/DIL/1/ 2011
dated April 29, 2011, all Applicants who are QIBs, Non-Institutional Investors or other Applicants whose application
amount exceeds ₹200,000 can participate in the Issue only through the ASBA process, subject to them complying with
the requirements of SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009. The Investors who are
(i) not QIBs, (ii) not Non-Institutional Investors, or (iii) Investors whose application amount is not more than ₹200,000,
can participate in the Issue either through the ASBA process or the non-ASBA process. Renouncees and Eligible Equity
Shareholders holding Equity Shares in physical form are not eligible ASBA Investors and must apply for Equity Shares
only through the Non-ASBA process.

Please note that subject to SCSBs complying with the requirements of SEBI Circular No. CIR/CFD/DIL/13/2012 dated
September 25, 2012 within the periods stipulated therein, ASBA Applications may be submitted at all branches of the
SCSBs.

391
Further, in terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making applications
by banks on own account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI
registered SCSB(s). Such account shall be used solely for the purpose of making application in public or rights issues and clear
demarcated funds should be available in such account for ASBA applications. SCSBs applying in the Issue using the ASBA
facility shall be responsible for ensuring that they have a separate account in its own name with any other SCSB having clear
demarcated funds for applying in the Issue and that such separate account shall be used as the ASBA Account for the application,
in accordance with the applicable regulations.

Self Certified Syndicate Banks

The list of banks which have been notified by SEBI to act as SCSBs for the ASBA Process is provided on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on Designated Branches of SCSBs
collecting the CAF, please refer the above mentioned SEBI link.

Eligible Equity Shareholders who are eligible to apply under the ASBA Process

The option of applying for Equity Shares in the Issue through the ASBA Process is only available to the Eligible Equity
Shareholders of our Company on the Record Date and who:

 hold the Equity Shares in dematerialised form as on the Record Date and have applied towards his/her Rights
Entitlements or additional Equity Shares in the Issue in dematerialised form;

 have not renounced his/her Rights Entitlements in full or in part;

 are not a Renouncee;

 are applying through a bank account maintained with SCSBs; and

 are eligible under applicable securities laws to subscribe for the Rights Entitlement and the Equity Shares in the Issue.

CAF

The Registrar will dispatch the CAF to all Eligible Equity Shareholders as per their Rights Entitlement on the Record Date for
the Issue. Those Investors who wish to apply through the ASBA payment mechanism will have to select for this mechanism in
Part A of the CAF and provide necessary details.

Investors desiring to use the ASBA Process are required to submit their applications by selecting the ASBA Option in Part A
of the CAF only. Application in electronic mode will only be available with such SCSBs who provide such facility. The
Investors shall submit the CAF to the Designated Branch of the SCSB for authorising such SCSB to block an amount equivalent
to the amount payable on the application in the said ASBA Account.

More than one ASBA Investor may apply using the same ASBA Account, provided that the SCSBs will not accept a total of
more than five CAFs with respect to any single ASBA Account as provided for under the SEBI circular dated December 30,
2009 .

Acceptance of the Issue

You may accept the Issue and apply for the Equity Shares either in full or in part, by filling Part A of the respective CAFs sent
by the Registrar, selecting the ASBA process option in Part A of the CAF and submit the same to the Designated Branch of the
SCSB before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by
our Board of Directors of our Company in this regard.

Renunciation under the ASBA Process

ASBA Investors can neither be Renouncees, nor can renounce their Rights Entitlement.

Mode of payment under ASBA process

The Investor applying under the ASBA Process agrees to block the entire amount payable on application with the submission
of the CAF, by authorizing the SCSB to block an amount, equivalent to the amount payable on application, in an ASBA
Account.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in the CAF, the SCSB
shall block an amount equivalent to the amount payable on application mentioned in the CAF until it receives instructions from
the Registrar. Upon receipt of intimation from the Registrar, the SCSBs shall transfer such amount as per the Registrar’s
instruction from the ASBA Account. This amount will be transferred in terms of the SEBI Regulations, into a separate bank

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account maintained by our Company, other than the bank account referred to in sub-section (3) of Section 40 of the Companies
Act. The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the
basis of the instructions issued in this regard by the Registrar and the Lead Manager to the respective SCSB.

The Investor applying under the ASBA Process would be required to give instructions to the respective SCSBs to block the
entire amount payable on their application at the time of the submission of the CAF.

The SCSB may reject the application at the time of acceptance of CAF if the ASBA Account, details of which have been
provided by the Investor in the CAF does not have sufficient funds equivalent to the amount payable on application mentioned
in the CAF. Subsequent to the acceptance of the application by the SCSB, our Company would have a right to reject the
application only on technical grounds.

Please note that in accordance with the provisions of SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 all QIBs and
Non-Institutional Investors complying with eligibility conditions prescribed under the SEBI circular SEBI
/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 must mandatorily invest through the ASBA process.

A Retail Individual Investor applying for a value of up to ₹2,00,000, can participate in the Issue either through the ASBA
process or non-ASBA process.

Options available to the Eligible Equity Shareholders applying under the ASBA Process

The summary of options available to the Investors is presented below. You may exercise any of the following options with
regard to the Equity Shares, using the respective CAFs received from Registrar:

Sr. Option Available Action Required

No.
1. Accept whole or part of your Rights Fill in and sign Part A of the CAF (All joint holders must sign in the same
Entitlement without renouncing the sequence)
balance.
2. Accept your Rights Entitlement in Fill in and sign Part A of the CAF including Block III relating to the
full and apply for additional Equity acceptance of entitlement and Block IV relating to additional Equity Shares
Shares. (All joint holders must sign in the same sequence)

The Investors applying under the ASBA Process will need to select the ASBA option process in the CAF and provide
required necessary details. However, in cases where this option is not selected, but the CAF is tendered to the Designated
Branch of the SCSBs with the relevant details required under the ASBA process option and the SCSBs block the
requisite amount, then that CAFs would be treated as if the Investor has selected to apply through the ASBA process
option.

Option to receive Equity Shares in Dematerialized Form

ELIGIBLE EQUITY SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY
SHARES UNDER THE ASBA PROCESS CAN BE ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO
THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE HELD BY SUCH ASBA
APPLICANT ON THE RECORD DATE.

General instructions for Investors applying under the ASBA Process

(a) Please read the instructions printed on the respective CAF carefully.

(b) Application should be made on the printed CAF only and should be completed in all respects. The CAF found
incomplete with regard to any of the particulars required to be given therein, and/or which are not completed in
conformity with the terms of this Draft Letter of Offer, Abridged Letter of Offer are liable to be rejected. The CAF
must be filled in English.

(c) The CAF in the ASBA Process should be submitted at a Designated Branch of the SCSB and whose bank account
details are provided in the CAF and not to the Bankers to the Issue or Escrow Collection Banks (assuming that such
Escrow Collection Bank is not a SCSB), to our Company or the Registrar or the Lead Manager.

(d) All Applicants, and in the case of application in joint names, each of the joint Applicants, should mention his/her PAN
allotted under the IT Act, irrespective of the amount of the application. Except for applications on behalf of the Central
or the State Government, the residents of Sikkim and the officials appointed by the courts, CAFs without PAN will
be considered incomplete and are liable to be rejected. With effect from August 16, 2010, the demat accounts

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 for Investors for which PAN details have not been verified shall be “suspended for credit” and no allotment
and credit of Equity Shares pursuant to the Issue shall be made into the accounts of such Investors.

(e) All payments will be made by blocking the amount in the ASBA Account. Cash payment or payment by cheque or
demand draft or pay order is not acceptable. In case payment is affected in contravention of this, the application may
be deemed invalid and the application money will be refunded and no interest will be paid thereon.

(f) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the
Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/her official seal. The Investors must sign the CAF as per the
specimen signature recorded with our Company or the Depositories.

(g) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the
specimen signature(s) recorded with our Company or the Depositories. In case of joint Applicants, reference, if any,
will be made in the first Applicant’s name and all communication will be addressed to the first Applicant.

(h) All communication in connection with application for the Equity Shares, including any change in address of the
Investors should be addressed to the Registrar prior to the date of Allotment in this Issue quoting the name of the
first/sole Applicant, folio numbers and CAF number.

(i) Only the person or persons to whom the Equity Shares have been offered and not renouncee(s) shall be eligible to
participate under the ASBA process.

(j) Only persons outside the United States and other restricted jurisdictions and who are eligible to subscribe for Rights
Entitlement and Equity Shares under applicable securities laws are eligible to participate.

(k) Only the Eligible Equity Shareholders holding shares in demat are eligible to participate through the ASBA process.

(l) Eligible Equity Shareholders who have renounced their entitlement in part or in full are not entitled to apply using the
ASBA process.

(m) Please note that pursuant to the applicability of the directions issued by SEBI through its circular CIR/CFD/DIL/1/
2011 dated April 29, 2011, all Applicants who are QIBs, Non-Institutional Investors and other Applicants whose
application amount exceeds ₹ 200,000 complying with the eligibility conditions prescribed under the SEBI circular
dated December 30, 2009 can participate in the Issue only through the ASBA process. QIBs, Non-Institutional
Investors and other Applicants whose application amount exceeds ₹ 200,000 shall use the ASBA facility at various
centres where the facility is made available. The Investors who are (i) not QIBs, (ii) not Non-Institutional Investors,
or (iii) Investors whose application amount is not more than ₹ 200,000, can participate in the Issue either through the
ASBA process or the non-ASBA process.

(n) Please note that subject to SCSBs complying with the requirements of SEBI Circular No. CIR/CFD/DIL/13/2012 dated
September 25, 2012 within the periods stipulated therein, ASBA Applications may be submitted at all branches of the
SCSBs.

(o) Further, in terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making
applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name with
any other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making application in public
or rights issues and clear demarcated funds should be available in such account for ASBA applications. SCSBs
applying in the Issue using the ASBA facility shall be responsible for ensuring that they have a separate account in its
own name with any other SCSB having clear demarcated funds for applying in the Issue and that such separate account
shall be used as the ASBA Account for the application, in accordance with the applicable regulations.

(p) In case of non – receipt of CAF, application can be made on plain paper mentioning all necessary details as mentioned
under the section “Terms of the Issue - Application on Plain Paper” on pages 388 and 389.

(q) Investors are required to ensure that the number of Equity Shares applied for by them do not exceed the prescribed
limits under the applicable law.

Do’s:

(a) Ensure that the ASBA Process option is selected in Part A of the CAF and necessary details are filled in.

(b) Ensure that the details about your Depository Participant and beneficiary account are correct and the beneficiary
account is activated as the Equity Shares will be allotted in the dematerialized form only.

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(c) Ensure that the CAFs are submitted with the Designated Branch of the SCSBs and details of the correct bank account
have been provided in the CAF.

(d) Ensure that there are sufficient funds (equal to {number of Equity Shares as the case may be applied for} X {Issue
Price of Equity Shares, as the case may be}) available in the ASBA Account mentioned in the CAF before submitting
the CAF to the respective Designated Branch of the SCSB.

(e) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on application
mentioned in the CAF, in the ASBA Account, of which details are provided in the CAF and have signed the same.

(f) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission of the
CAF in physical form.

(g) Except for CAFs submitted on behalf of the Central or the State Government, residents of Sikkim and the officials
appointed by the courts, each Applicant should mention their PAN allotted under the IT Act.

(h) Ensure that the name(s) given in the CAF is exactly the same as the name(s) in which the beneficiary account is held
with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is
also held in same joint names and such names are in the same sequence in which they appear in the CAF.

(i) Ensure that the Demographic Details are updated, true and correct, in all respects.

(j) Ensure that the account holder in whose bank account the funds are to be blocked has signed authorising such funds
to be blocked.

(k) Investors are requested to ensure that the number of Equity Shares applied for by them do not exceed the prescribed
limits under applicable law.

Don’ts:

(a) Do not apply if you are not eligible to participate in the Issue under the securities laws applicable to your jurisdiction.

(b) Do not apply on duplicate CAF after you have submitted a CAF to a Designated Branch of the SCSB.

(c) Do not pay the amount payable on application in cash, by money order, pay order or postal order.

(d) Do not send your physical CAFs to the Lead Manager, the Registrar, the Escrow Collection Banks (assuming that such
Escrow Collection Bank is not a SCSB), a branch of the SCSB which is not a Designated Branch of the SCSB or our
Company; instead submit the same to a Designated Branch of the SCSB only.

(e) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.

(f) Do not apply if the ASBA account has been used for five Applicants.

(g) Do not apply through the ASBA Process if you are not an ASBA Investor.

(h) Do not instruct the SCSBs to release the funds blocked under the ASBA Process.

Grounds for Technical Rejection under the ASBA Process

In addition to the grounds listed under section “Terms of Issue - Grounds for Technical Rejections for non-ASBA Investors”
beginning on page 402, applications under the ABSA Process are liable to be rejected on the following grounds:

(a) Application on a SAF.

(b) Application for allotment of Rights Entitlements or additional Equity Shares which are in physical form.

(c) DP ID and Client ID mentioned in CAF not matching with the DP ID and Client ID records available with the Registrar.

(d) Sending an ASBA application on plain paper to the Registrar.

(e) Sending CAF to Lead Manager, Registrar, Collecting Bank (assuming that such Collecting Bank is not a SCSB), to a
branch of a SCSB which is not a Designated Branch of the SCSB or our Company.

(f) Renouncee applying under the ASBA Process.

(g) Submission of more than five CAFs per ASBA Account.

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(h) Insufficient funds are available with the SCSB for blocking the amount.

(i) Funds in the ASBA Account whose details are mentioned in the CAF having been frozen pursuant to regulatory orders.

(j) Account holder not signing the CAF or declaration mentioned therein.

(k) CAFs that do not include the certification set out in the CAF to the effect that the subscriber does not have a registered
address (and is not otherwise located) in the United States or any other restricted jurisdiction and is authorized to
acquire the rights and the securities in compliance with all applicable laws and regulations.

(l) CAFs which have evidence of being executed in or dispatched from any restricted jurisdiction.

(m) QIBs, Non-Institutional Investors and other Eligible Equity Shareholders applying for Equity Shares in this Issue for
value of more than ₹ 200,000 who hold Equity Shares in dematerialised form and is not a Renouncer or a Renouncee
not applying through the ASBA process.

(n) Application by an Eligible Equity Shareholder whose cumulative value of Equity Shares applied for is more than ₹
200,000 but has applied separately through split CAFs of less than ₹ 200,000 and has not done so through the ASBA
process.

(o) Multiple CAFs, including cases where an Investor submits CAFs along with a plain paper application.

(p) Submitting the GIR instead of the PAN.

(q) An Eligible Equity Shareholder, who is not complying with any or all of the conditions for being an ASBA Investor,
applies under the ASBA process.

(r) Applications by persons not competent to contract under the Indian Contract Act, 1872, as amended, except
applications by minors having valid demat accounts as per the demographic details provided by the Depositories.

(s) ASBA Bids by SCSB on own account, other than through an ASBA Account in its own name with any other SCSB.

(t) Applications by Applicants ineligible to make applications through the ASBA process, made through the ASBA
process.

(u) Non-Institutional Investors or Non Retail Individual Investors who have a bank account with an SCSB providing
ASBA facility in the location of the Non-Institutional Investors or the Non Retail Individual Investors and the
application by the Non-Institutional Investors or the Non Retail Individual Investors is not made through that SCSB
providing ASBA facility in such location.

(v) Failure to mention an Indian address in the Application. Application with foreign address shall be liable to be rejected.

(w) If an Investor is (a) debarred by SEBI and/or (b) if SEBI has revoked the order or has provided any interim relief then
failure to attach a copy of such SEBI order allowing the Investor to subscribe to their Rights Entitlement.

(x) Depository account and bank details for Investors applying under the ASBA Process.

(y) Failure to provide a copy of the requisite RBI approval in relation to renunciation by non-resident ASBA Applicants.

(z) Applications by Eligible Shareholders ineligible to make applications through the ASBA process, made through the
ASBA process.

IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THE ASBA PROCESS TO RECEIVE
THEIR EQUITY SHARES IN DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN
WHICH THE EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD DATE. ALL INVESTORS
APPLYING UNDER THE ASBA PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME,
DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE
CAF. INVESTORS APPLYING UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME GIVEN IN THE
CAF IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE
THE CAF IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT
IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR
IN THE CAF OR PLAIN PAPER APPLICATIONS, AS THE CASE MAY BE.

Investors applying under the ASBA Process should note that on the basis of name of these Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the CAF or the
plain paper applications, as the case may be, the Registrar to the Issue will obtain from the Depository, demographic

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details of these Investors such as address, bank account details for printing on refund orders and occupation
(“Demographic Details”). Hence, Investors applying under the ASBA Process should carefully fill in their Depository
Account details in the CAF.

These Demographic Details would be used for all correspondence with such Investors including mailing of the letters intimating
unblocking of bank account of the respective Investor. The Demographic Details given by the Investors in the CAF would not
be used for any other purposes by the Registrar. Hence, Investors are advised to update their Demographic Details as provided
to their Depository Participants.

By signing the CAFs, the Investors applying under the ASBA Process would be deemed to have authorised the Depositories to
provide, upon request, to the Registrar, the required Demographic Details as available on its records.

Letters intimating Allotment and unblocking or refund (if any) would be mailed at the address of the Investor applying
under the ASBA Process as per the Demographic Details received from the Depositories. The Registrar will give
instructions to the SCSBs for unblocking funds in the ASBA Account to the extent Equity Shares are not allotted to such
Investor. Investors applying under the ASBA Process may note that delivery of letters intimating unblocking of the
funds may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In
such an event, the address and other details given by the Investor in the CAF would be used only to ensure dispatch of
letters intimating unblocking of the ASBA Accounts.

Note that any such delay shall be at the sole risk of the Investors applying under the ASBA Process and none of our
Company, the SCSBs or the Lead Manager shall be liable to compensate the Investor applying under the ASBA Process
for any losses caused due to any such delay or liable to pay any interest for such delay.

In case no corresponding record is available with the Depositories that matches three parameters, (a) names of the Investors
(including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary account number, then such applications
are liable to be rejected.

Issue Schedule

Issue Opening Date: [●]

Last date for receiving requests for SAFs: [●]
Issue Closing Date: [●]

Our Board may however decide to extend the Issue period as it may determine from time to time but not exceeding 30 days
from the Issue Opening Date (inclusive of the Issue Opening Date).

Basis of Allotment

Subject to the provisions contained in this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the CAF, the
Articles of Association of our Company and the approval of the Designated Stock Exchange, our Board will proceed to allot
the Equity Shares in the following order of priority:

(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlement either in full or in
part and also to the Renouncee(s) who has or have applied for Equity Shares renounced in their favour, in full or in
part.

(b) Investors whose fractional entitlements are being ignored and Eligible Equity Shareholders with zero entitlement,
would be given preference in allotment of one additional Equity Share each if they apply for additional Equity Shares.
Allotment under this head shall be considered if there are any unsubscribed Equity Shares after allotment under (a)
above. If number of Equity Shares required for Allotment under this head are more than the number of Equity Shares
available after Allotment under (a) above, the Allotment would be made on a fair and equitable basis in consultation
with the Designated Stock Exchange and will not be a preferential allotment.

(c) Allotment to the Eligible Equity Shareholders who having applied for all the Equity Shares offered to them as part of
the Issue, have also applied for additional Equity Shares. The Allotment of such additional Equity Shares will be made
as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record
Date, provided there are any unsubscribed Equity Shares after making full Allotment in (a) and (b) above. The
Allotment of such Equity Shares will be at the sole discretion of our Board in consultation with the Designated Stock
Exchange, as a part of the Issue and will not be a preferential allotment.

(d) Allotment to Renouncees who having applied for all the Equity Shares renounced in their favour, have applied for
additional Equity Shares provided there is surplus available after making full Allotment under (a), (b) and (c) above.

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 The Allotment of such Equity Shares will be at the sole discretion of our Board in consultation with the Designated
Stock Exchange, as a part of the Issue and will not be a preferential allotment.

(e) Allotment to any other person that our Board of Directors as it may deem fit provided there is surplus available after
making Allotment under (a), (b), (c) and (d) above, and the decision of our Board in this regard shall be final and
binding.

After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed portion, the same shall be
deemed to be ‘unsubscribed’ for the purpose of regulation 3(1)(b) of the Takeover Regulations.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the Controlling
Branches, a list of the ASBA Investors who have been allocated Equity Shares in the Issue, along with:

(a) The amount to be transferred from the ASBA Account to the separate bank account opened by our Company for the
Issue, for each successful ASBA;

(b) The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and

(c) The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the respective ASBA Accounts.

Allotment Advices or Refund Orders

Our Company will issue and dispatch Allotment advice or share certificates or demat credit and/or letters of regret, as the case
may be, along with refund order or credit the allotted Equity Shares to the respective beneficiary accounts, if any, within a
period of 15 days from the Issue Closing Date. In case of failure to do so, our Company shall pay interest at such rate and within
such time as specified under applicable law.

Investors residing at centres where clearing houses are managed by the RBI will get refunds through National Automated
Clearing House (“NACH”) except where Investors have not provided the details required to send electronic refunds.

In case of those Investors who have opted to receive their Rights Entitlement in dematerialized form using electronic credit
under the depository system, advice regarding their credit of the Equity Shares shall be given separately. Investors to whom
refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode
of credit of refund within 15 days of the Issue Closing Date.

In case of those Investors who have opted to receive their Rights Entitlement in physical form and our Company issues letter
of allotment, the corresponding share certificates will be kept ready within six months from the date of Allotment thereof under
Section 56 of the Companies Act or other applicable provisions, if any. Investors are requested to preserve such letters of
allotment, which would be exchanged later for the share certificates.

The letter of allotment or refund order would be sent by registered post or speed post to the sole/ first Investor’s Indian address
provided by the Eligible Equity Shareholders to our Company. Such refund orders would be payable at par at all places where
the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of
the sole/ first Investor. Adequate funds would be made available to the Registrar for this purpose.

In the case of non-resident Shareholders or Investors who remit their Application Money from funds held in the NRE or the
FCNR Accounts, refunds and/or payment of interest or dividend and other disbursements, if any, shall be credited to such
accounts, the details of which should be furnished in the CAF. Subject to the applicable laws and other approvals, in case of
Non-resident Shareholders or Investors who remit their application money through Indian Rupee demand drafts purchased from
abroad, refund and/or payment of dividend or interest and any other disbursement, shall be credited to such accounts and will
be made after deducting bank charges or commission in US Dollars, at the rate of exchange prevailing at such time. Our
Company will not be responsible for any loss on account of exchange rate fluctuations for conversion of the Indian Rupee
amount into US Dollars. The share certificate(s) will be sent by registered post or speed post to the Indian address of the Non
Resident Shareholders or Investors as provided to our Company.

Payment of Refund

Mode of making refunds

The payment of refund, if any, would be done through any of the following modes:

1. NACH – National Automated Clearing House is a consolidated system of electronic clearing service. Payment of
refund would be done through NACH for Applicants having an account at one of the centres specified by the RBI,
where such facility has been made available. This would be subject to availability of complete bank account details
including MICR code wherever applicable from the depository. The payment of refund through NACH is mandatory
for Applicants having a bank account at any of the centres where NACH facility has been made available by the RBI

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 (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing
on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through
NEFT or Direct Credit or RTGS.

2. National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through NEFT wherever the
Investors’ bank has been assigned the Indian Financial System Code (“IFSC Code”), which can be linked to a MICR,
allotted to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately
prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their
nine digit MICR number and their bank account number with the Registrar to our Company or with the Depository
Participant while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that
particular bank branch and the payment of refund will be made to the Investors through this method.

3. Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive refunds through
direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by our Company.

4. RTGS – If the refund amount exceeds ₹ 200,000, the Investors have the option to receive refund through RTGS. Such
eligible Investors who indicate their preference to receive refund through RTGS are required to provide the IFSC Code
in the CAF. In the event the same is not provided, refund shall be made through NACH

5. Or any other eligible mode. Charges, if any, levied by the refund bank(s) for the same would be borne by our Company.
Charges, if any, levied by the Investor’s bank receiving the credit would be borne by the Investor.

For all other Investors the refund orders will be dispatched through speed post or registered post. Such refunds will be made by
cheques, pay orders or demand drafts drawn in favour of the sole/first Investor and payable at par.

Credit of refunds to Investors in any other electronic manner, permissible under the banking laws, which are in force, and is
permitted by SEBI from time to time.

Refund payment to Non-residents

Where applications are accompanied by Indian rupee drafts purchased abroad and payable at Mumbai, refunds will be made in
the Indian rupees based on the U.S. dollars equivalent which ought to be refunded. Indian rupees will be converted into U.S.
dollars at the rate of exchange, which is prevailing on the date of refund. The exchange rate risk on such refunds shall be borne
by the concerned Applicant and our Company shall not bear any part of the risk.

Where the applications made are accompanied by NRE or FCNR or NRO cheques, refunds will be credited to NRE or FCNR
or NRO accounts respectively, on which such cheques were drawn and details of which were provided in the CAF.

Printing of Bank Particulars on Refund Orders

As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars
of the Investor’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars,
where available, will be printed on the refund orders or refund warrants which can then be deposited only in the account
specified. Our Company will, in no way, be responsible if any loss occurs through these instruments falling into improper hands
either through forgery or fraud.

Allotment advice or Share Certificates or Demat Credit

Allotment advice or share certificates or demat credit or letters of regret will be dispatched to the registered address of the first
named Investor or respective beneficiary accounts will be credited within 15 days, from the Issue Closing Date. In case our
Company issues Allotment advice, the respective share certificates will be dispatched within one month from the date of the
Allotment. Allottees are requested to preserve such allotment advice (if any) to be exchanged later for share certificates.

Option to receive Equity Shares in Dematerialized Form

Investors shall be allotted the Equity Shares in dematerialized (electronic) form at the option of the Investor. Our Company has
signed a tripartite agreement with NSDL and Registrar to the Issue on February 19, 2010 which enables the Investors to hold
and trade in the securities issued by our Company in a dematerialized form, instead of holding the Equity Shares in the form of
physical certificates. Our Company has also signed a tripartite agreement with CDSL, Registrar to the Issue on February 15,
2010 which enables the Investors to hold and trade in the securities issued by our Company in a dematerialized form, instead
of holding the Equity Shares in the form of physical certificates.

In this Issue, the Allottees who have opted for Equity Shares in dematerialized form will receive their Equity Shares in the form
of an electronic credit to their beneficiary account as given in the CAF, after verification with a depository participant. Investor
will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Allotment advice, refund order
(if any) would be sent directly to the Investor by the Registrar to the Issue but the Investor’s depository participant will provide

399
to him the confirmation of the credit of such Equity Shares to the Investor’s depository account. CAFs, which do not accurately
contain this information, will be given the Equity Shares in physical form. No separate CAFs for Equity Shares in physical
and/or dematerialized form should be made. If such CAFs are made, the CAFs for physical Equity Shares he Equity Shares will
be treated as multiple CAFs and is liable to be rejected. In case of partial Allotment, Allotment will be done in demat option
for the Equity Shares sought in demat and balance, if any, will be allotted in physical Equity Shares. Eligible Equity
Shareholders of our Company holding Equity Shares in physical form may opt to receive Equity Shares in the Issue in
dematerialized form.

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES CAN BE TRADED ON THE STOCK
EXCHANGES ONLY IN DEMATERIALIZED FORM.

The procedure for availing the facility for Allotment of Equity Shares in this Issue in the electronic form is as under:

 Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should
carry the name of the holder in the same manner as is registered in the records of our Company. In the case of joint
holding, the beneficiary account should be opened carrying the names of the holders in the same order as registered in
the records of our Company). In case of Investors having various folios in our Company with different joint holders,
the Investors will have to open separate accounts for such holdings. Those Investors who have already opened such
beneficiary account(s) need not adhere to this step.

 For Eligible Equity Shareholders already holding Equity Shares in dematerialized form as on the Record Date, the
beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their
accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary
details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the Allotment
of Equity Shares arising out of this Issue may be made in dematerialized form even if the Equity Shares are not
dematerialized. Nonetheless, it should be ensured that the depository account is in the name(s) of the Investors and the
names are in the same order as in the records of our Company or the Depositories.

The responsibility for correctness of information (including Investor’s age and other details) filled in the CAF vis-à-vis such
information with the Investor’s depository participant, would rest with the Investor. Investors should ensure that the names of
the Investors and the order in which they appear in CAF should be the same as registered with the Investor’s depository
participant.

If incomplete or incorrect beneficiary account details are given in the CAF, the Investor will get Equity Shares in physical form.

The Equity Shares allotted to Applicants opting for issue in dematerialized form, would be directly credited to the beneficiary
account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the Applicant
by the Registrar but the Applicant’s depository participant will provide to him the confirmation of the credit of such Equity
Shares to the Applicant’s depository account.

Non-transferable allotment advice/ refund orders will be directly sent to the Investors by the Registrar to the Issue.

Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of Equity Shares in
this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected.

General instructions for non-ASBA Investors

(a) Please read the instructions printed on the CAF carefully.

(b) Applicants that are not QIBs or are not Non – Institutional Investor or those whose Application money does not exceed
₹ 200,000 may participate in the Issue either through ASBA or the non-ASBA process. Eligible Equity Shareholders
who have renounced their entitlement (in full or in part), Renouncees and Applicants holding Equity Shares in physical
form and/or subscribing in the Issue for Allotment in physical form may participate in the Issue only through the non
ASBA process.

(c) Application should be made on the printed CAF, provided by our Company except as mentioned stated under the
section “Terms of the Issue - Application on Plain Paper” on page 388 and 389 and should be completed in all respects.
The CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which are not
completed in conformity with the terms of this Draft Letter of Offer are liable to be rejected and the money paid, if
any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if
any. The CAF must be filled in English and the names of all the Investors, details of occupation, address, father’s or
husband’s name must be filled in block letters.

The CAF together with the cheque or demand draft should be sent to the Bankers to the Issue or the Escrow Collection
Bank or to the Registrar and not to our Company or the Lead Manager to the Issue. Investors residing at places other

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 than cities where the branches of the Bankers to the Issue have been authorised by our Company for collecting
applications, will have to make payment by demand draft payable at Mumbai of an amount net of bank and postal
charges and send their CAFs to the Registrar by registered post. If any portion of the CAF is/are detached or separated,
such application is liable to be rejected.

Applications where separate cheques or demand drafts are not attached for amounts to be paid for Equity
Shares are liable to be rejected. Applications accompanied by cash, postal order or stock invest are liable to be
rejected.

(d) Except for applications on behalf of the Central and the State Government, the residents of Sikkim and the officials
appointed by the courts, all Investors, and in the case of application in joint names, each of the joint Investors, should
mention his/her PAN allotted under the IT Act, irrespective of the amount of the application. CAFs without PAN will
be considered incomplete and are liable to be rejected.

(e) Investors, holding Equity Shares in physical form, are advised that it is mandatory to provide information as to their
savings or current account number, the nine digit MICR number and the name of the bank with whom such account is
held in the CAF to enable the Registrar to print the said details in the refund orders, if any, after the names of the
payees. Application not containing such details is liable to be rejected.

(f) All payment should be made by cheque or demand draft only. Cash payment is not acceptable. In case payment is
effected in contravention of this, the application may be deemed invalid and the application money will be refunded
and no interest will be paid thereon.

(g) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the
Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/ her official seal. The Investors must sign the CAF as per the
specimen signature recorded with our Company.

(h) In case of an application under power of attorney or by a body corporate or by a society, a certified true copy of the
relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under
this Issue and to sign the application and a copy of the Memorandum of Association and Articles of Association and/or
bye laws of such body corporate or society must be lodged with the Registrar giving reference of the serial number of
the CAF. In case the above referred documents are already registered with our Company, the same need not be a
furnished again. In case these papers are sent to any other entity besides the Registrar or are sent after the Issue Closing
Date, then the application is liable to be rejected. In no case should these papers be attached to the application submitted
to the Bankers to the Issue.

(i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the
specimen signature(s) recorded with our Company or the Depositories. Further, in case of joint Investors who are
Renouncees, the number of Investors should not exceed three. In case of joint Investors, reference, if any, will be made
in the first Investor’s name and all communication will be addressed to the first Investor.

(j) Application(s) received from NRs or NRIs, or persons of Indian origin residing abroad for Allotment of Equity Shares
shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA, in the matter
of refund of application money, Allotment of Equity Shares, subsequent issue and Allotment of Equity Shares, interest,
export of share certificates, etc. In case an NR or NRI Investor has specific approval from the RBI, in connection with
his shareholding, he should enclose a copy of such approval with the CAF. Additionally, applications will not be
accepted from NRs/NRIs in any jurisdiction where the offer or sale of the Rights Entitlements and subsequent issue
of equity shares of our Company upon conversion of Equity Shares may be restricted by applicable securities laws.

(k) All communication in connection with application for the Equity Shares, including any change in address of the
Investors should be addressed to the Registrar prior to the date of Allotment in this Issue quoting the name of the
first/sole Investor, folio numbers and CAF number. Please note that any intimation for change of address of Investors,
after the date of Allotment, should be sent to the Registrar and transfer agents of our Company, in the case of Equity
Shares held in physical form and to the respective depository participant, in case of Equity Shares held in
dematerialized form.

(l) SAFs cannot be re-split.

(m) Only the person or persons to whom Equity Shares have been offered and not Renouncee(s) shall be entitled to obtain
SAFs.

(n) Investors must write their CAF number at the back of the cheque or demand draft.

(o) Only one mode of payment per application should be used. The payment must be by cheque or demand draft drawn
on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the

401
 bankers clearing house located at the centre indicated on the reverse of the CAF where the application is to be
submitted.

(p) A separate cheque or draft must accompany each CAF. Outstation cheques, demand drafts or post-dated cheques and
postal or money orders will not be accepted and applications accompanied by such cheques, demand drafts, money
orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash.

(q) No receipt will be issued for application money received. The Bankers to the Issue, the Escrow Collection Banks or
the Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom
of the CAF.

(r) The distribution of the Letter of Offer and issue of Equity Shares to persons in certain jurisdictions outside India may
be restricted by legal requirements in those jurisdictions. Persons in such jurisdictions are instructed to disregard the
Letter of Offer and not to attempt to subscribe for Equity Shares.

(s) Investors are required to ensure that the number of Equity Shares applied for by them do not exceed the prescribed
limits under the applicable law.

Do’s for non-ASBA Investors:

(a) Check if you are eligible to apply i.e. you are an Eligible Equity Shareholder on the Record Date.

(b) Read all the instructions carefully and ensure that the cheque or draft option is selected in Part A of the CAF and
necessary details are filled in.

(c) In the event you hold Equity Shares in dematerialised form, ensure that the details about your Depository Participant
and beneficiary account are correct and the beneficiary account is activated as the Equity Shares will be allotted in the
dematerialized form only.

(d) Ensure that your Indian address is available to us and the Registrar and transfer agent, in case you hold the Equity
Shares in physical form or the depository participant, in case you hold Equity Shares in dematerialised form.

(e) Ensure that the value of the cheque or draft submitted by you is equal to the (number of Equity Shares applied for) X
(Issue Price of Equity Shares, as the case may be) before submission of the CAF.

(f) Ensure that you receive an acknowledgement from the collection branch of the Banker to the Issue for your submission
of the CAF in physical form.

(g) Ensure that you mention your PAN allotted under the IT Act with the CAF, except for Applications on behalf of the
Central and the State Governments, residents of the state of Sikkim and officials appointed by the courts.

(h) Ensure that the name(s) given in the CAF is exactly the same as the name(s) in which the beneficiary account is held
with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is
also held in same joint names and such names are in the same sequence in which they appear in the CAF.

(i) Ensure that the demographic details are updated, true and correct, in all respects.

Don’ts for non-ASBA Investors:

(a) Do not apply if you are in the United States or any other restricted jurisdiction or are otherwise not eligible to participate
in the Issue pursuant to the securities laws applicable to your jurisdiction.

(b) Do not apply on duplicate CAF after you have submitted a CAF to a collection branch of the Banker to the Issue.

(c) Do not pay the amount payable on application in cash, by money order or by postal order.

(d) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.

(e) Do not submit Application accompanied with stock invest.

Grounds for Technical Rejections for non-ASBA Investors

Investors are advised to note that applications are liable to be rejected on technical grounds, including the following:

 Amount paid does not tally with the amount payable.

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 Bank account details (for refund) are not given and the same are not available with the DP (in the case of dematerialized
holdings) or the Registrar and transfer agent (in the case of physical holdings).

 Age of Investor(s) not given (in case of Renouncees).

 Except for CAFs on behalf of the Central or the State Government, the residents of Sikkim and the officials appointed
by the courts, PAN not given for application of any value.

 In case of CAF under power of attorney or by limited companies, corporate, trust, relevant documents are not
submitted.

 If the signature of the Investor does not match with the one given on the CAF and for renounce(s) if the signature does
not match with the records available with their depositories.

 CAFs are not submitted by the Investors within the time prescribed as per the CAF and this Draft Letter of Offer.

 CAFs not duly signed by the sole or joint Investors.

 CAFs or SAFs by OCBs not accompanied by a copy of an RBI approval to apply in this Issue.

 CAFs accompanied by stock invest, outstation cheques, post-dated cheques, money order, postal order or outstation
demand drafts.

 In case no corresponding record is available with the depositories that match three parameters, namely, names of the
Investors (including the order of names of joint holders), DP ID and Client ID.

 CAFs that do not include the certifications set out in the CAF to the effect that the subscriber does not have a registered
address (and is not otherwise located) in any restricted jurisdictions and is authorized to acquire the Rights Entitlements
and Equity Shares in compliance with all applicable laws and regulations.

 CAFs which have evidence of being executed in or dispatched from restricted jurisdictions.

 CAFs by ineligible Non-Residents (including on account of restriction or prohibition under applicable local laws) and
where an Indian address has not been provided.

 CAFs where our Company believes that CAF is incomplete or acceptance of such CAF may infringe applicable legal
or regulatory requirements.

 In case the GIR number is submitted instead of the PAN.

 Applications by Renouncees who are persons not competent to contract under the Indian Contract Act, 1872, except
applications by minors having valid demat accounts as per the demographic details provided by the Depositories.

 Multiple CAFs, including cases where an Investor submits CAFs along with a plain paper application.

 Applications from QIBs, Non-Institutional Investors or Investors applying in this Issue for Equity Shares for an amount
exceeding ₹ 200,000, not through ASBA process.

 Application by an Eligible Equity Shareholder whose cumulative value of Equity Shares applied for is more than ₹
200,000 but has applied separately through SAFs of less than ₹ 200,000 and has not been undertaken through the
ASBA process.

 Renunciation involving a non-resident should only be on the floor of the Stock Exchanges. Application on renunciation
forms where renunciation is not carried out on the floor of the Stock Exchanges, and without regulatory approvals, if
any, are liable to be rejected.

 Failure to mention an Indian address in the Application. Application with foreign address shall be liable to be rejected.

 If an Investor is debarred by SEBI and if SEBI has revoked the order or has provided any interim relief then failure to
attach a copy of such SEBI order allowing the Investor to subscribe to their Rights Entitlement.

 Non – ASBA applications made by QIBs and Non – Institutional Investors.

 Failure to provide a copy of the requisite RBI approval in relation to renunciation by non-resident non-ASBA
Applicants

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Please read this Draft Letter of Offer and the instructions contained therein and in the CAF carefully before filling in the CAF.
The instructions contained in the CAF are an integral part of this Draft Letter of Offer and must be carefully followed. The CAF
is liable to be rejected for any non-compliance of the provisions contained in this Draft Letter of Offer or the CAF.

Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of our post-Issue Equity
Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total paid-
up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up
Equity Share capital of our Company. The aggregate limit of 24% has increased up to the sectoral cap (49%) by way of special
resolution passed by the Shareholders dated May 7, 2008. In terms of the FEMA Regulations, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs shall be included.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by
the Government from time to time.

Procedure for Applications by AIFs, FVCIs and VCFs

The SEBI (Venture Capital Funds) Regulations, 1996, as amended (“SEBI VCF Regulations”) and the SEBI (Foreign Venture
Capital Investor) Regulations, 2000, as amended (“SEBI FVCI Regulations”) prescribe, among other things, the investment
restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI (Alternative Investments Funds) Regulations, 2012
(“SEBI AIF Regulations”) prescribe, among other things, the investment restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in listed companies
pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in this Issue.

Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not permitted to invest in
listed companies pursuant to rights issues. Accordingly, applications by venture capital funds registered as category I AIFs, as
defined in the SEBI AIF Regulations, will not be accepted in this Issue. Other categories of AIFs are permitted to apply in this
Issue subject to compliance with the SEBI AIF Regulations.

Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centres where such AIFs are located are
mandatorily required to make use of the ASBA facility. Otherwise, applications of such AIFs are liable for rejection.

Bids by NRIs

Investments by NRIs are governed by the Portfolio Investment Scheme under Regulation 5(3)(i) of the Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended. Applications
will not be accepted from NRIs in restricted jurisdictions.

Please note that pursuant to the applicability of the directions issued by SEBI through its circular bearing number CIR/
CFD/ DIL/1/2011 dated April 29, 2011, all Applicants who are QIBs, Non-Institutional Investors or are applying in this
Issue for Equity Shares for an amount exceeding ₹200,000 shall mandatorily make use of ASBA facility.

Bids by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such
applications shall not be treated as multiple applications. The applications made by asset management companies or custodians
of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made.

Please note that pursuant to the applicability of the directions issued by SEBI through its circular bearing number CIR/
CFD/ DIL/ 1/ 2011 dated April 29, 2011, all Applicants who are QIBs, Non-Institutional Investors or are applying in
this Issue for Equity Shares for an amount exceeding ₹200,000 shall mandatorily make use of ASBA facility.

Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section 38 of the
Companies Act, 2013 which is reproduced below:

“Any person who makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or otherwise induces directly or
indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall
be liable for action under Section 447.”

404
Section 447 of the Companies Act, 2013 provides for punishment for fraud which, inter alia, states punishment of imprisonment
for a terms which shall not be less than six months but which may extend to ten years and shall be liable to a fine which shall
not be less than the amount involved in the fraud, but which shall extend to three times of the amount involved in the fraud.

Payment by stock invest

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock invest Scheme has been
withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Disposal of application and application money

No acknowledgment will be issued for the application moneys received by our Company. However, the Bankers to the Issue,
the Registrar or the Designated Branch of the SCSBs receiving the CAF will acknowledge its receipt by stamping and returning
the acknowledgment slip at the bottom of each CAF.

Our Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in either
case without assigning any reason thereto.

In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application
is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be
refunded to the Investor within a period of 15 days from the Issue Closing Date. In case of failure to do so, our Company shall
pay interest at such rate and within such time as specified under applicable law.

For further instructions, please read the CAF carefully.

Utilisation of Issue Proceeds

Our Board of Directors declares that:

(a) All monies received out of the Issue shall be transferred to a separate bank account;

(b) Details of all monies utilized out of the Issue shall be disclosed, and continue to be disclosed till the time any part of
the Issue Proceeds remains unutilised, under an appropriate separate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilised;

(c) Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separate head in the
balance sheet of our Company indicating the form in which such unutilized monies have been invested; and

(d) Our Company may utilise the funds collected in the Issue only after the Basis of Allotment is finalised.

Undertakings by our Company

Our Company undertakes the following:

(a) The complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily.

(b) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges
where the Equity Shares are to be listed will be taken within seven working days of finalization of Basis of Allotment.

(c) The funds required for making refunds to unsuccessful Applicants as per the mode(s) disclosed shall be made available
to the Registrar by our Company.

(d) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the Investor
within 15 days of the Issue Closing Date, giving details of the banks where refunds shall be credited along with amount
and expected date of electronic credit of refund.

(e) No further issue of securities affecting our Company’s equity capital shall be made till the Equity Shares issued or
offered in the Issue are listed or till the application money are refunded on account of non-listing, under-subscription
etc.

(f) Adequate arrangements shall be made to collect all ASBA applications and to consider then similar to non-ASBA
applications while finalising the Basis of Allotment.

(g) At any given time, there shall be only one denomination for the Equity Shares of our Company.

(h) Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.

405
Minimum Subscription

If our Company does not receive the minimum subscription of 90% of the Issue and the sum payable on application is not
received within a period of 30 days from the date of this Draft Letter of Offer, our Company shall refund the entire subscription
amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more
than 8 days after the expiry of 15 days from the Issue Closing Date, our Company will pay interest for the delayed period at
rates prescribed under the applicable law.

Important

Please read this Draft Letter of Offer carefully before taking any action. The instructions contained in the CAF are an integral
part of the conditions of this Draft Letter of Offer and must be carefully followed; otherwise the application is liable to be
rejected.

All enquiries in connection with this Draft Letter of Offer or CAF and requests for SAFs must be addressed (quoting the
Registered Folio Number or the DP and Client ID number, the CAF number and the name of the first Eligible Equity
Shareholder as mentioned on the CAF and super scribed “Piramal Enterprises Limited - Rights Issue” on the envelope and
postmarked in India) to the Registrar at the following address:

Link Intime India Private Limited

C-101, 247 Park
L B S Marg, Vikhroli (West)
Mumbai 400 083
Tel: (91 22) 4918 6200
Fax: (91 22) 4918 6195
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.linkintime.co.in
Contact person: Sumeet Deshpande
SEBI registration number: INR000004058

The Issue will remain open for a minimum 15 days. However, our Board will have the right to extend the Issue period as it may
determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Closing Date).

406
 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before
the date of the Letter of Offer) which are or may be deemed material have been entered or are to be entered into by our Company.
Copies of the abovementioned contracts and also the documents for inspection referred to hereunder, may be inspected at the
Registered Office between 10 a.m. and 5 p.m. on all working days from the date of the Letter of Offer until the Issue Closing
Date.

A. Material Contracts for the Issue

1. Issue Agreement dated November 7, 2017 between our Company and the Lead Manager.

2. Registrar Agreement dated November 7, 2017 between our Company and the Registrar to the Issue.

3. Escrow Agreement dated [●] amongst our Company, the Lead Manager, the Registrar to the Issue and the Escrow
Collection Banks.

4. Monitoring Agency Agreement dated [●], 2017 between our Company and the Monitoring Agency.

B. Material Documents

1. Certified copies of the updated Memorandum of Association and Articles of Association.

2. Certificate of Incorporation of our Company and certificates of incorporation consequent upon change in name of our
Company.

3. Resolution of our Board dated October 12, 2017 in relation to this Issue and other related matters.

4. Consents of our Directors, Company Secretary and Compliance Officer, Auditors, Lead Manager, Bankers to the Issue,
Legal Advisor to the Issue, the Registrar to the Issue and the Monitoring Agency for inclusion of their names in this
Draft Letter of Offer to act in their respective capacities.

5. Consent of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, M/s. Price Waterhouse, Chartered Accountants
and Bansi S. Mehta & Co., Chartered Accountants, to include their name as required under Section 26(1)(v) of the
Companies Act, 2013 in this Draft Letter of Offer and as “expert” as defined under Sections 2(38) of the Companies
Act, 2013.

6. Certificated dated November 6, 2017 issued by D.B. Ketkar & Co., Chartered Accountants confirming that the
borrowings of our Company have been utilized for the purposes for which they were availed, as provided in the relevant
borrowing documents.

7. The report of our erstwhile Auditors, Price Waterhouse, Chartered Accountants, dated May 12, 2017 on the Audited
Financial Statements for Fiscal 2017. Additionally, the limited review report of our Auditors, being M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, dated November 6, 2017 on the Limited Review Financial Information
for the six months period ended September 30, 2017 as submitted to the Stock Exchanges in terms of the SEBI Listing
Regulations.

8. Annual Reports of our Company for Fiscal 2017, 2016, 2015, 2014 and 2013.

9. Statement of Tax Benefits dated November 6, 2017 from Bansi S. Mehta & Co.

10. Due Diligence Certificate dated November 7, 2017 addressed to SEBI from the Lead Manager.

11. In principle listing approvals dated [●] and [●] issued by BSE and NSE respectively.

12. SEBI observation letter no. [●] dated [●].

13. Tripartite Agreement dated February 19, 2010 between our Company, Registrar to the Issue and NSDL.

407
14. Tripartite Agreement dated February 15, 2010 between our Company, Registrar to the Issue and CDSL.

Any of the contracts or documents mentioned in this Draft Letter of Offer may be amended or modified at any time if so required
in the interest of our Company or if required by the other parties, without reference to the Eligible Equity Shareholders, subject
to compliance with applicable law.

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 DECLARATION

We hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the Companies Act,
the SEBI Act, or the rules made thereunder or regulations issued thereunder, as the case may be. We further certify that all the
legal requirements connected with the Issue as also the regulations, guidelines, instructions, etc., issued by SEBI, Government
of India and any other competent authority in this behalf, have been duly complied with.

We further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

__________________________________ __________________________________

Ajay Piramal Swati Piramal

Chairman Vice Chairperson

__________________________________ __________________________________
Gautam Banerjee Keki Dadiseth
Independent Director Independent Director

__________________________________ __________________________________
Raghunath Mashelkar Goverdhan Mehta
Independent Director Independent Director

__________________________________ __________________________________
Siddharth Mehta Anand Piramal
Independent Director Non-Executive Director

__________________________________ __________________________________
Nandini Piramal Subramanian Ramadorai
Executive Director Independent Director

__________________________________ __________________________________
Deepak Satwalekar Vijay Shah
Independent Director Executive Director

__________________________________
Narayanan Vaghul
Independent Director

SIGNED BY THE FINANCE HEAD

__________________________________

Vivek Valsaraj
President Finance

Date: November 7, 2017

Place: Mumbai

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