Patel Engineering : Letter of offer (Final Offer Document filed with Stock Exchanges)

REGISTRAR TO THE ISSUE

LETTER OF OFFER

January 31, 2023

For Eligible Equity Shareholders only

PATEL ENGINEERING LIMITED

Our Company was incorporated as 'Patel Engineering Company Limited', a public limited company under the Indian Companies Act, VII of 1913, pursuant to a certificate of incorporation issued by the Registrar of Companies, Maharashtra at Mumbai on April 2, 1949. Pursuant to a resolution of our Shareholders dated September 30, 1999, the name of our Company was changed to 'Patel Engineering Limited' and a fresh certificate of incorporation was issued by the RoC on December 9, 1999. For details of changes in the name and registered office of our Company, see "General Information" on page 39.

Registered Office: Patel Estate SV Road, Jogeshwari (West), Mumbai - 400 102, Maharashtra, India; Telephone: [phone];

Contact Person: Shobha Shetty, Company Secretary and Compliance Officer

E-mail: [e-mail] Website: www.pateleng.com Corporate Identity Number: L99999MH1949PLC007039

OUR PROMOTERS: RUPEN PATEL, PRAHAM INDIA LLP AND RAAHITYA CONSTRUCTIONS PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PATEL ENGINEERING LIMITED (THE "COMPANY" OR

THE "ISSUER") ONLY

ISSUE OF UP TO 25,78,72,409 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH OF THE COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹ 12.60 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹11.60 PER EQUITY SHARE) AGGREGATING UP TO ₹3,249.19 MILLION* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 1 RIGHTS EQUITY SHARES FOR EVERY 2 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MONDAY, FEBRUARY 06, 2023 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE SEE THE SECTION ENTITLED "TERMS OF THE ISSUE" ON PAGE 199.

*Assuming full subscription

WILFUL DEFAULTERS OR FRAUDULENT BORROWERS

Neither our Company nor our Promoters or any of our Directors have been categorized as a Wilful Defaulter or Fraudulent Borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on Wilful Defaulter(s) or Fraudulent Borrower(s) issued by the RBI.

GENERAL RISK

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this 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 this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares have not been recommended or

approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is invited to "Risk Factors" on page 19.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of the Company are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE" and together with BSE, collectively, referred to as the "Stock Exchanges"). Our Company has received 'in-principle' approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue through their letters dated January 23, 2023. Our Company will also make applications to the Stock Exchanges to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, as amended. For the purposes of the Issue, BSE Limited is the Designated Stock Exchange.

LEAD MANAGERS TO THE ISSUE

BOB Capital Markets Limited	IDBI Capital Markets & Securities Limited	Link Intime India Private Limited
Parinee Crescenzo, 1704	6th Floor, IDBI Tower,		C-101, 247 Park
B Wing, 17th Floor	WTC Complex, Cuffe Parade,		Lal Bahadur Shastri Marg,
Plot no. C-38/39, G Block, Bandra Kurla Complex	Mumbai - 400 005		Vikhroli (West), Mumbai - 400 083
Bandra East, Mumbai - 400 051	Maharashtra, India		Maharashtra, India
Maharashtra, India	Telephone: [phone]		Telephone: [phone]
Telephone: [phone]	Email: [e-mail]	Email: [e-mail]
Email: [e-mail]	Investor	Grievance	Email:	Investor	Grievance	Email:
Investor Grievance Email: [e-mail]	[e-mail]		[e-mail]
Contact Person: Nivedika Chavan / Manan Khandelwal	Contact Person: Suhas Satardekar/ Rahul Sharma	Contact Person: Sumeet Deshpande
Website: www.bobcaps.in	Website: www.idbicapital.com	Website: www.linkintime.co.in
SEBI Registration Number: INM000009926	SEBI Registration Number: INM000010866	SEBI Registration Number: INR000004058
	ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE FOR ON MARKET		ISSUE CLOSES ON#
		RENUNCIATION*
Tuesday, February 14, 2023		Wednesday, February 22, 2023	Monday, February 27, 2023

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

• Our Board or the Allotment Committee 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 Opening Date) or such other time as may be permitted as per applicable law. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

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CONTENTS
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	9
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA	11
FORWARD-LOOKINGSTATEMENTS	14
SUMMARY OF THIS LETTER OF OFFER	16
SECTION II - RISK FACTORS	19
SECTION III - INTRODUCTION	38
THE ISSUE	38
GENERAL INFORMATION	39
CAPITAL STRUCTURE	45
OBJECTS OF THE ISSUE	47
STATEMENT OF SPECIAL TAX BENEFITS	55
SECTION IV - ABOUT OUR COMPANY	59
INDUSTRY OVERVIEW	59
OUR BUSINESS	67
OUR MANAGEMENT	85
SECTION V - FINANCIAL INFORMATION	89
FINANCIAL STATEMENTS	89
MATERIAL DEVELOPMENTS	157
ACCOUNTING RATIOS	158
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	160
SECTION VI - LEGAL AND OTHER INFORMATION	182
OUTSTANDING LITIGATIONS AND DEFAULTS	182
GOVERNMENT AND OTHER APPROVALS	190
OTHER REGULATORY AND STATUTORY DISCLOSURES	191
SECTION VII - ISSUE INFORMATION	199
TERMS OF THE ISSUE	199
RESTRICTIONS ON PURCHASES AND RESALES	227
SECTION VIII - OTHER INFORMATION	229
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	229
DECLARATION	231

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations which unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided in this section. References to any statutes, regulations, rules, guidelines or policies shall be to such act, regulation, rule, guideline or policy 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 Letter of Offer but not defined herein, shall have, to the extent applicable, the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI Listing Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and regulations made thereunder.

The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader / prospective investor only and is not exhaustive.

Notwithstanding the foregoing, terms used in "Industry Overview", "Summary of this Letter of Offer", "Statement

of Special Tax Benefits", "Financial Information" and "Outstanding Litigations and Defaults" and "Terms of the Issue" on pages 59, 16, 55, 89,182 and 199 respectively, shall, unless indicated otherwise, have the meaning ascribed to such terms in these respective sections

General Terms

TermDescription

"our Company", "the Patel Engineering Limited, a company incorporated in India under the Indian Company" or "the Issuer" Companies Act, VII of 1913, having its registered office at Patel Estate SV Road,

Jogeshwari (West), Mumbai - 400 102, Maharashtra, India.

"we", "us" or "our" Unless the context otherwise requires, indicates or implies or unless otherwise specified, our Company along with our Subsidiaries, our Joint Ventures and our Associates, on a consolidated basis, as applicable, as at and during the relevant Fiscal

Company related Terms

Term					Description
Allotment Committee		The Committee of the Board of Directors constituted for various shares related
					activities including allotment of shares.
Articles	/		Articles	of	The Articles of Association of our Company, as amended from time to time.
Association / AoA
Associates				The associate companies of our Company, namely ACP Tollways Private Limited,
					Bellona Estate Developers Limited, Patel KNR Heavy Infrastructure Private
					Limited and Hitodi Infrastructure Private Limited
Audit Committee		The committee of the Board of Directors constituted as our Company's audit
					committee in accordance with Regulation 18 of the SEBI Listing Regulations and
					Section 177 of the Companies Act, 2013.
Audited		Consolidated	The audited consolidated financial statements of our Company for the financial
Financial Statements		year ended March 31, 2022 (along with comparatives for the financial year ended
					March 31, 2021) which comprises the consolidated balance sheet as at March 31,
					2022 and March 31, 2021, the consolidated statement of profit and loss, including
					other comprehensive income, the consolidated statement of cash flows and the
					consolidated statement of changes in equity for the financial year ended March 31,
					2022 and March 31, 2021, and notes to the consolidated financial statements,
					including a summary of significant accounting policies and other explanatory
					information read along with the report thereon.
Auditor		/	Statutory	Statutory auditors of our Company, being M/s. Vatsaraj & Co, Chartered
Auditor					Accountants.
BOBCAPS				BOB Capital Markets Limited
Board	/		Board	of	The board of directors of our Company or a duly constituted committee thereof.
Directors					For details of the Board of Directors, see "Our Management" on page 85.
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Term		Description
Chief Financial Officer	The chief financial officer of our Company, namely, Kavita Shirvaikar.
Company	Secretary and	The company secretary and compliance officer of our Company, namely, Shobha
Compliance Officer	Shetty.
Director(s)		The director(s) on the Board of our Company, unless otherwise specified.
Equity Share(s)	The equity shares of our Company of a face value of ₹ 1 each, unless otherwise
		specified in the context thereof.
Group Companies	Group companies of our Company as determined in terms of Regulation 2(1)(t) of
		SEBI ICDR Regulations
IDBI Capital	IDBI Capital Markets & Securities Limited
Independent Director(s)	The independent Director(s) of our Company as per section 2(47) of the
		Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations,
		being Ramasubramanian Kuppusubramanian, Dr. Barendra Kumar Bhoi and
		Sunanda Rajendran.
Joint Venture(s)	Joint ventures of our Company, namely:
		a)	CICO PATEL - Joint Venture
		b)	PATEL- SEW -Joint Venture
		c)	KNR- Patel (JV)
		d)	Patel- KNR (JV)
		e)	Patel-Varks Precision Consortium
		f)	PATEL SOMA JOINT VENTURE
		g)	PATEL -V ARKS- JOINT VENTURE
		h)	PATEL- AVANTIKA- DEEPIKA- BHEL CONSORTIUM
		i)	AGE -PATEL JOINT VENTURE
		j)	PATEL MICHIGAN JOINT VENTURE
		k)	PEL-UEIPL JV
		l)	PEL-PPCPL-HCPL JOINT VENTURE
		m)	PEL VI JV
		n)	M/s Onycon Enterprises
		o)	PEL-GOND PROJECT
		p)	HES - Suthaliya JV
		q)	PEL-Parbati JV
		r)	NEC-PEL JV
		s)	PEL-Ghodke JV
		t)	Patel SA (JV)
		u)	Era- Patel- Advance -Kiran JV
		v)	Era- Patel- Advance JV
		w)	PATEL- APCO Joint Venture
		x)	Patel-Siddhi Vinayak JV
		y)	PEL-ISC-PRATHMESH JV
		z)	M/s ISC Projects-PEL JV
		aa)	Patel-Civet-Chaitra Micro (KA) JV
		bb)	CEIGALL-PEL (JV)
		cc)	VPRPL-PEL JV
		dd)	Mokhabardi Micro Irrigation Project JV;
		ee)	D K Joint venture LLP; and
		ff)	Patel Raman JV
Key	Management	Key management / managerial personnel of our Company in accordance with
Personnel / KMP	Regulation 2(1)(bb) of the SEBI ICDR Regulations and as described in the chapter
		"Our Management - Our Key Management Personnel and Senior Management
		Personnel" on page 87.
Materiality Policy	A policy adopted by our Company, in the Board meeting held on December 16,
		2022 for identification of material litigation(s) for the purpose of disclosure of the
		same in this Letter of Offer.
Materiality Threshold	Materiality threshold adopted by our Company pursuant to the Materiality Policy
		in relation to the disclosure of outstanding civil and tax litigation, involving our
		Company and/or our Subsidiaries, where the amount involved is ₹ 349.65 million

(being 1% of the total revenue of our Company, as per the Audited Consolidated Financial Statements for the Fiscal 2022)

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