Disclaimer: Qualified Institutional Placement in India

IMPORTANT: YOU MUST READ AND AGREE WITH THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF PIRAMAL ENTERPRISES LIMITED (THE "COMPANY”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT ("QIP”) AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE "SEBI REGULATIONS”).

This disclaimer applies to all persons who view this site. The following disclaimer applies to the preliminary placement document dated October 12, 2017 for the issue of compulsorily convertible debentures (the "Securities") of the Company filed with the BSE Limited and the National Stock Exchange of India Limited (the "Preliminary Placement Document"). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Preliminary Placement Document. The Preliminary Placement Document is available for you to read on screen and to print in PDF format. By accessing the Preliminary Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The information in this portion of our website, including the Preliminary Placement Document, is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) and is not intended to be viewed by any person in the United States. No part of the contents of the Preliminary Placement Document shall be copied or duplicated in any form by any means, or redistributed.

The Preliminary Placement Document presented herein is placed solely to comply with the provisions of Chapter VIII of the SEBI Regulations and Sections 42 and 71 of the Companies Act, 2013 and the rules thereunder. The Preliminary Placement Document is not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the securities to any person or class of investors other than Eligible QIBs (as defined in the Preliminary Placement Document) within or outside India.

No securities mentioned in such materials will be offered or deemed to be offered in India or overseas to the public or any member of the public in India or any class of investors other than Eligible QIBs, who have been delivered a pre-numbered Preliminary Placement Document addressed to and inviting such Eligible QIB to submit an application form.

You acknowledge that the access to the Preliminary Placement Document is intended for use by you only and you agree not to forward the Preliminary Placement Document on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person.

Neither the Company nor the book running lead managers, nor any of their respective affiliates, accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website does not constitute a recommendation by the Company, the book running lead managers, any of their respective affiliates, or any other party to subscribe to or buy or sell the Securities.

Please note that because of restrictions imposed by law on soliciting securities business in various jurisdictions, subscription to the issue will not be permitted to residents of certain jurisdictions. The Preliminary Placement Document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company would by virtue of such distribution become subject to new or additional registration requirements. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials.

THE PRELIMINARY PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING HEREIN CONSTITUTES AN OFFER OR SOLICITATION OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

No public offering of the Securities is being made in the United States.

THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF A PROPSECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA AND IS NOT AND SHOULD NOT BE CONSTRUED AN OFFERING CIRCULAR, AN OFFERING MEMORANDUM, AN ADVERTISEMENT, AN OFFER OR AN OFFER DOCUMENT UNDER THE COMPANIES ACT, 2013, THE SEBI REGULATIONS OR ANY OTHER APPLICABLE LAW IN INDIA. THE PRELIMINARY PLACEMENT DOCUMENT SHALL BE FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED, (THE "STOCK EXCHANGES"). THE COMPANY WILL ALSO MAKE THE REQUISITE FILINGS WITH THE REGISTRAR OF COMPANIES IN MUMBAI WITHIN THE STIPULATED PERIOD. THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA. THE PREMILINARY PLACEMENT DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES TO THE PUBLIC IN INDIA.

INVESTING IN THE SECURITIES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE SECURITIES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT.

Access to the Preliminary Placement Document has been limited so that it shall not constitute (i) in the United States or elsewhere a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act), or (ii) an offer or invitation, to the public under the Indian Companies Act, 2013, by or on behalf of the Company or the book running lead managers.

By accessing the Preliminary Placement Document, you will be deemed to represent, agree and confirm that you are not located in the United States and to the extent that you eventually purchase the securities described in the attached Preliminary Placement Document, you will be doing so in an "offshore transaction” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended). The information in the Preliminary Placement Document is as of the date thereof and neither the Company, its directors nor any of the book running lead managers is under any obligation to update or revise the Preliminary Placement Document to reflect circumstances arising after the date thereof.

This disclaimer and the Preliminary Placement Document are intended for your information only and may contain legally privileged and/or confidential information. You are hereby notified that any dissemination, distribution or copying of the Preliminary Placement Document is strictly prohibited.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, book running lead managers nor any of its affiliates nor their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Preliminary Placement Document in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Preliminary Placement Document.

You are reminded that you are accessing the Preliminary Placement Document on the basis that you are a person into whose possession this Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Preliminary Placement Document and you must destroy any copies of the Preliminary Placement Document in your possession.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please do not proceed further.

I hereby confirm that:

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Due to legal restrictions, access to this website is only available to residents of India from within India. In order to access this website, you must provide the postcode for your primary residential address within India.

By proceeding you confirm that you are a resident of India, accessing this

website from within India and you represent, warrant and agree that:

  1. You are outside the United States and to the extent that you eventually purchase the securities described in the attached Preliminary Placement Document, you will be doing so in an offshore transaction pursuant to Regulation S under the Securities Act; and
  2. The postcode provided by you below for your primary residence in India is true and accurate.
The postcode for my primary residence in India is:

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Based on restrictions imposed by law on soliciting securities business in various jurisdictions, the information requested by you is not directed at persons who are resident outside of India nor at persons who are within the United States. The information contained in this website does not constitute an offer for sale in the United States. The Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.