DISCLOSURE DOCUMENT

(As per the requirement of the Regulation 18 of Securities and Exchange Board of India (Investment Advisers) Regulations, 2013)

Name of Investment Adviser - Marcellus Capital Partners LLP

Type of Registration- Non-Individual, Limited Liability Partnership

Registration number, validity of registration

Registration number - INA000017204

Validity - Sep 23, 2022 - Perpetual

Registered office and Correspondence office

Boston House, 102, First Floor, Suren Road, Near WEH Metro Station, Andheri East, Mumbai 400093, Maharashtra, India

Contact details of the Principal Officer –contact no, email id etc.,

Principal Officer Name: Mr. Manish Hemnani Contact No: 0806-9199-431

Email Id: manish@marcellus.in

Corresponding SEBI regional/local office address.

Securities & Exchange Board of India (‘SEBI'),

SEBI Bhavan, Plot No. C4-A

“G” Block, Bandra Kurla Complex, Mumbai

1) All material information about itself including its business, disciplinary history, the terms and conditions on which it offers advisory services, affiliations with other intermediaries and such other information as is necessary to take an informed decision on whether or not to avail its services.

Write up and business of the Investment Adviser:

Marcellus Capital Partners LLP ('Investment Adviser’ or ‘Marcellus’) is a Limited Liability Partnership (‘LLP’) registered under the provisions of LLP Act 2008. The LLP is registered with SEBI as an Investment Advisor under the SEBI (Investment Advisory) Regulations 2013 bearing the registration number INA000017204.

The Investment Adviser offers Investment Advisory services related to Indian Securities. These services shall be offered primarily to Indian residents. The investment advice shall be delivered to the investor’s basis assessment of their risk appetite. The Investment Adviser charges fees as described in agreement.

Disciplinary History

Securities Exchange Board of India (SEBI) has issued a Show cause notice: SEBI/HO/EAD-3/JS/OW/P/13577/1/2019 dated 29th May 2019 in respect of Mr. Saurabh Mukherjea, the Designated Partner of the Investment Adviser (in the capacity of the CEO of Institutional Equities, Ambit) in the matter of Mannapuram Finance Ltd. under Rule 4(1) of the SEBI (Procedure for holding Inquiry and Imposing Penalties by Adjudication Officer) Rules, 1995 and Rule 4(1) of Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005. On 23rd July, 2019 Mr. Saurabh Mukherjea filed an Application for Settlement (“Consent Application”) in connection with Show Cause Notice bearing reference no. SEBI/HO/EAD-3/JS/OW/P/13577/1/2019 dated 29th May 2019 (“Notice”) issued by the Securities and Exchange Board of India (“SEBI”) to Saurabh Mukherjea (“Applicant”). On 29th September 2020, SEBI accepted the Settlement Application filed by Mr. Saurabh Mukherjea.

In December 02, 2019, in response to Marcellus Investment Managers Private limited (“MIPL”) the majority partner of the Investment Advisor’s filing an intimation with SEBI for an inter se transfer of its shares between shareholders, SEBI had issued a caution letter advising the Company to take prior approval before making any such transfer in future.

SEBI had conducted inspection of books of accounts and records of MIPL, the majority partner of the Investment Advisor for the period April 2021 to June 2022. SEBI through letter dated August 02, 2023 identified few deficiencies and advised MIPL to exercise caution. MIPL based on the observation has taken corrective measures. The matter is closed.

The terms and conditions on which Investment Adviser offers advisory services are as specified in the agreement.

Affiliations with other intermediaries

As the investment thesis, approach and proprietary investment filters used by the group entities are common across entities in the group, the group entities including the Investment Adviser collaborate with each other to develop models and filters. Hence, the products offered by group entities may compete with each other for investment opportunities available in the market. Investment Advisor may have referral /distribution arrangements with stockbrokers through whom you execute trades and Investment Advisor pays referrals/distribution to such stock broker/s.

2) An investment adviser shall disclose to the client its holding or position, if any, in the financial products or securities which are subject matter of advice.

Investment Adviser entity is not holding or having any position in financial products or securities which are subject matter of advice. However, Investment Advisor/ employees and their immediate relatives may hold stocks advised under the Investment strategy offered to the investors. Similarly, the investment advisor/ its employees and immediate relatives may exit these strategies considering their own financial and life needs while they recommend these strategies to the clients. Clients should be aware and acknowledge the forgoing.

3) An investment adviser shall disclose to the client any actual or potential conflicts of interest arising from any connection to or association with any issuer of products/ securities, including any material information or facts that might compromise its objectivity or independence in the carrying on of investment advisory services.

Investment Advisor/ employees and their immediate relatives may hold stocks advised under the Investment strategy offered to the investors. Similarly, the investment advisor/its employees and immediate relatives may exit these strategies considering their own financial and life needs while they recommend these strategies to the clients. Clients should be aware and acknowledge the forgoing.

4) An investment adviser shall, while making an investment advice, make adequate disclosure to the client of all material facts relating to the key features of the products or securities, particularly, performance track record.

MeritorQ’s investment approach selects stocks from the large, mid and small capitalization stocks listed on BSE. The strategy takes a rules-based approach to screen for companies with low leverage, consistent profitability which pass the Marcellus’s quantitative forensic accounting framework. From the Universe, approximately 35-45 companies which are both profitable as well as relatively mispriced are selected to form the final portfolio. The portfolio is reconstituted semi-annually based on stated portfolio construction rules effective first trading date of April and October. Please refer the link for more details Marcellus | smallcases.

5) An investment adviser shall draw the client’s attention to the warnings, disclaimers in documents, advertising materials relating to an investment product which it is recommending to the client.

Investment Adviser advises the client to read the conflicts, risks, warnings, disclaimers etc provided in this document as well as provided on the portal. Also refer the disclaimers provided in Advertising material that Investment Adviser may send to client from time to time.

6) Investor Grievance

In case of any support, grievance or complaint, you may write to us on below mentioned email id's. or call us on 0806-9199-431 or send us mail on Corporate Office at Boston House, 102, First Floor, Suren Road, Near WEH Metro Station, Andheri East, Mumbai 400093, Maharashtra, India

For Investor Support - help.ia@marcellus.in

For Investor grievances - grievance.ia@marcellus.in

In case you are not satisfied with the response, or your grievance is still unresolved, you may register your complaints with SEBI through SEBI Complaint Redressal System (SCORES) at http://scores.gov.in. After exhausting these options for resolution of the grievance, if you are still not satisfied with the outcome, you can initiate dispute resolution through the SMART Online Dispute Resolution Portal at https://smartodr.in/login .