Piramal Enterprises : Public Notice Document

Public Notice Document for Sale of Financial Assets (Special Mention Accounts) of Piramal

Enterprises Limited

Disclaimer

Piramal Enterprises Limited (hereinafter referred to as "PEL/Company") and Piramal Capital & Housing Finance Limited ("PCHFL") (collectively "Piramal Entities") are proposing to sell a pool of financial assets being Special Mention Accounts ("SMA Assets") under "Swiss Challenge Method", based on an existing offer in hand for acquisition of the SMA Assets (as a pool of assets) for an overall purchase consideration of INR 625,00,00,000/- (Indian Rupees Six Hundred and Twenty Five crore only) with cash portion equal to 15% of the purchase consideration, i.e., INR 93,75,00,000 /- (Indian Rupees Ninety Three Crores and Seventy Five Lacs only) and Security Receipts (SRs) portion equal to 85% of the purchase consideration, i.e., INR 531,25,00,000 /- (Indian Rupees Five Hundred and Thirty One Crores and Twenty Five Lacs only) ("Existing Total Offer").

This document shall be referred to as the Public Notice Document ("PND") for sale of the SMA Assets (being sold as a pool of assets) of PEL under "Swiss Challenge Method", based on the Existing Total Offer from the Offer Bidder (defined hereinafter), who will have the right to match the highest bid. The purpose of this document is to provide information to bidders in respect of the sale of SMA Assets of PEL to eligible ARCs / Banks / NBFC's / FI's. For details regarding the sale of SMA Assets of PCHFL, please refer to the 'Public Notice Document for Sale of Financial Assets (Special Mention Accounts) of Piramal Capital & Housing Finance Limited'.

It is presumed and understood that by participating in this process, each of the participating bidders has carried out their own independent due-diligence and assessment in respect of any or all matters, information, statements, etc. covered / sought to be covered or contained in this PND and any documents that may be provided by PEL during the course of the process pursuant to this PND. Bidders should form their own views as to whether information provided herein or separately is relevant to any decisions that they take and should make their own independent assessment in relation to any additional information that they may require.

Notwithstanding anything contained in this PND, neither PEL, nor its employees or its advisors accept any responsibility or liability, whatsoever, in respect of any statements or omissions herein, or the accuracy, completeness or reliability of information, and shall incur no liability, under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this PND, even if any loss or damage is caused by any act or omission on the part of PEL or its employees or its advisors, whether negligent or otherwise.

Prospective bidders should note that they must have the capacity and legal competence to enter into and conclude the transaction for purchase of the SMA Assets (being the pool of assets offered by PCHFL and PEL together and not singly) in compliance with all applicable laws.

The information contained in this PND or any other information, which may be provided to bidders is subject to change without prior notice. PEL may, in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information contained herein including the envisaged sale process mentioned.

1

Internal Use--Confidential

The sale of SMA Assets is as a single pool of assets by PCHFL and PEL together and not singly on "As is where is, as is what is, whatever there is and without recourse basis" in the manner set out in this PND.

The sale of SMA Assets of PEL will be subject to final approval by PEL. PEL reserves the right to alter, modify the terms and conditions of the said sale or to cancel the proposed sale at any stage of transaction, without assigning any reason whatsoever. The decision of PEL in this regard shall be final, binding and conclusive. Please note that the sale shall be subject to final approval by the Piramal Entities.

2

Internal Use--Confidential

Process for Submission of Expression of Interest

1. Introduction
   PEL is a non banking financial company registered with the Reserve Bank of India ("RBI") and is inter alia in the business of lending.
2. About the Sale of Financial Assets (Special Mention Accounts)
   PEL invites Expressions of Interest ("EoI") from eligible ARCs / Banks / FIs and NBFCs for the purchase of its SMA Assets based on the Existing Total Offer as per the extant RBI Guidelines. The total aggregate principal outstanding of SMA Assets of PEL put up for sale has a gross value as on November 30, 2022, of approx. INR 648,64,00,000 (Indian Rupees Six Hundred and Forty-EightCrores and Sixty Four Lacs only). These SMA Assets are being offered for sale as a single pool of assets on "As is where is, as is what is, whatever there is and without recourse basis" and only on
3. 1. 100% Cash basis ("Cash Basis"); or
   2. 'Cash: Security Receipts (SRs)' basis ("Cash:SR Basis)".

PEL is in receipt of a binding offer for acquisition of its SMA Assets from a bidder ("Original Bidder") , of which the amount being offered in hand for acquisition of the SMA Assets of PEL (being sold as a pool of assets by Piramal Entities) is for a purchase consideration of INR 546,71,00,000/- (Indian Rupees Five Hundred and Forty Six Crores and Seventy One Lacs Only) with cash portion equal to 15% of the purchase consideration, i.e., INR 82,01,00,000/- (Indian Rupees Eighty Two Crores and One Lac only) and Security Receipts (SRs) portion equal to 85% of the purchase consideration, i.e., INR 464,70,00,000/- (Indian Rupees Four Hundred and Sixty Four Crores and Seventy Lacs only) (collectively, "Offer Amount"). Details of the SMA Assets shall be shared after execution of NDA by bidder and submission of LOI.

Please note that the SMA Assets will be sold as a pool of assets only and not separately by either Piramal entity. The sale of SMA Assets is on "As is where is, as is what is, whatever there is and without recourse basis" as per the terms and conditions of the respective Public Notice Documents.

Any interested party can submit Letter of Intent and NDA for the entire pool of SMA Assets on or before the expiry of 4 (four) days from the date of the sale publication uploaded on PCHFL's website by executing and delivering Letter of Intent and Non-Disclosure Agreement to access the details of the SMA Assets and participate in the sale process as per the terms set out in the Public Notice Document.

In the event no Letter of Intent and Non-DisclosureAgreement is received within 4 (four) days, Piramal Entities reserve the right to conclude the sale of SMA Assets with the identified base bidder.

Other terms and conditions for sale under Cash:SR Basis are as under

1. ARC return to be capped at 21% including management fee and redemption.
2. The fixed management fee will be 0.65% per annum on outstanding NAV of the SRs accruing from the day of subscription of SRs and payable annually
3. All expenses and costs incurred by the Trustee i.e., ARC on behalf of the Trust will carry an interest of 21% p.a. till realized.

3

Internal Use--Confidential

1. 1. All amounts deposited in the Trust Account shall be utilized by the Trustee to make the following payments in the following order of priority:
   2. 1. Costs and Expenses incurred by the Trustee on behalf of the Trust dues along with accrued interest thereon
      2. Accrued Management Fees
      3. Reserve fund of Rs. 25 crores to be created out of the recovery proceeds for future expenses and fees of the trust.
      4. Redemption of Security Receipts in proportion to respective holdings of Security Receipt Holders. At face value
      5. Any surplus amount shall be distributed entirely to Investor Security Receipt Holder i.e. PEL and/or its affiliates subject to the ARC achieving minimum net IRR @21% on its investment.
2. Distribution of Reserve fund on closure of the trust shall be as per the waterfall mechanism mentioned in clause d above.
3. Any amount lying in Escrow/TRA accounts as on date shall be transferred to the trust floated by the ARC for the purpose of this transaction.
4. Cut-offdate shall be November 15, 2022.

C. Schedule of Sale Process

Sr. No	Activity	Indicative Date
1.	Sale Publication uploading on PEL's website.	5th December 2022
2.	Receipt of duly signed Letter of Intent and Non-	9th December 2022
	Disclosure Agreement from interested participants.
3.	Completion of due diligence exercise for those bidders	16th December 2022
	who have submitted duly signed LOI & NDA
4.	Bidding for submission of final binding bids by way	16th December 2022
	of EOI under Swiss Challenge
5.	Execution of the Assignment Agreements and Fund	Within 4 (four) working days
	Transfer in the format given by PEL / PCHFL with no	of conveying PEL's approval
	negotiation	to successful bidder unless
		extended by PEL
6.	Cut-off date for successful bids (Cut-off date denotes	15th November 2022
	the date up to which all realization/ recoveries shall be
	retained by PEL).

PEL shall be entitled to, in its sole discretion cancel or change or extend any timelines indicated above and the same shall be fully binding on the participating bidders.

1. Process for submission of Expression of Interest
   4

Internal Use--Confidential

1. The eligible ARCs / Banks / Fls and NBFCs as per the extant RBI Guidelines, who are interested in participating in the sale process need to submit a duly signed Letter of Intent (As per Annexure 1) and Non-Disclosure Agreement ("NDA") (As per Annexure 2) in a sealed envelope to Piramal Enterprises Limited, Piramal Ananta, Agastya Corporate Park, Opp. Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai, 400070 addressed to Mr. Santanu Sen and scanned copies of the same by e-mail to [e-mail]. The drafts of the Letter of Intent and Non-Disclosure Agreement, as provided in Annexure 1 and Annexure 2 respectively, are final and no deviation shall be accepted / entertained. PEL may entirely, at its own discretion, refuse to consider and/or accept any request from intending bidders for modifications in the said draft Letter of Intent and/or Non- Disclosure Agreement.
2. It is hereby clarified that the interested participants who submit the Letter of Intent and the NDA shall only be eligible to participate in the due diligence & sale process.
3. The details of the SMA Assets of PEL and other terms and conditions of the Existing Total Offer will be made available on receipt of Letter of Intent and of NDA duly executed by the interested participant. Such information is furnished on the basis of the available data and shall not be deemed to be a representation of PEL about quality of assets. The prospective bidders shall conduct their own due diligence, investigation, analysis and independent verification.
4. After submission of duly signed Letter of Intent and Non-Disclosure Agreement, the prospective bidders shall, for conducting the due diligence, be given access to inspect the information and documents available with PEL of the SMA Assets though a Virtual Data Room or in physical form, as decided by PEL in its sole discretion. The relevant details in this regard will be communicated to the prospective bidders.
5. For any queries or any clarification regarding the process, the following persons can be contacted from 10:00 AM to 05:00 PM:

Name	Email Id

Kartik Sodha

[e-mail]

1. The due diligence process can be conducted till December 16, 2022 after submission of the Letter of Intent, Non-Disclosure Agreement.
2. The interested participants can bid (Swiss Challenge) for the SMA Assets by submitting an EoI along

with their bids (the minimum bid amount must be Offer Amount plus a mark-up of at least 15 % (fifteen percent) over Offer Amount and must be in Indian Rupees) as per the format given in Annexure 3 on or before 05.00 PM (IST) on December 16, 2022 ("Due Date") in a sealed envelope super scribed with the words "Counter Bid for purchase of financial assets" to Mr Santanu Sen at the registered office of PEL at Piramal Ananta, Agastya Corporate Park, Opp. Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai, 400070 . It is to be noted that the bids shall be given for the SMA Assets on either Cash Basis or Cash:SR Basis.

8. It would be deemed that by submitting the EoI, the prospective bidder has read, understood and has made a complete and careful examination of all the information given in this PND pertaining to the

5

Internal Use--Confidential