Alembic Ltd — Major Shareholding Notification 2019

Aug 13, 2019

NIRAYU PRIVATE LIMITED FF-54. AVISHKAR COMPLEX. OLD PADRA ROAD. VADODARA - 390 015. CIN No. U51909GJ1971PTC098778 Email: nirayu1971@gmail.com

Date: 12^th August, 2019

To. National Stock Exchange of India Limited Exchange Plaza. Plot No. C/1, G Block, Bandra Kurla Complex. Bandra (East), Mumbai - 400 051 NSE Scrip Code: ALEMBICLTD

To
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street. Mumbai - 400 001

BSE Scrip Code: 506235

Dear Sirs.

Sub: Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('Takeover Regulations')

Target Company: Alembic Limited

Nirayu Private Limited ('NPL' or 'Acquirer') and Shreno Limited are part of the promoter group of the Target Company. Pursuant to the Composite Scheme of Arrangement between Alembic Limited. Shreno Limited and Nirayu Private Limited ('Scheme'), approved by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ('NCLT') vide its order dated 26^th July, 2019, the equity shares held by Shreno Limited in the Target Company stands vested in NPL consequent to the demerger of the Demerged Undertaking 2 of Shreno Limited. The effective date of the said Scheme is 8th August, 2019.

Chapter V - Regulation 28(1) of the Takeover Regulations requires that disclosures under the said Chapter shall be of the aggregated shareholding and voting rights of the acquirer or promoter of the target company or every person acting in concert with him. The transfer of shares of the Target Company pursuant to the Scheme has not resulted in any change in the aggregated shareholding and voting rights of the promoter group of the Target Company. However, out of abundant precaution, the disclosure as prescribed under Regulation 29(2) of the Takeover Regulations in relation to the aforesaid transfer of shares is enclosed.

We request you to kindly take the same on record.

Thanking you,

Yours faithfully. For Nirayu Private Limited

Rasesh Shah Director

Encl: as above

Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	Alembic Limited
2.	Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer	Acquirer: Nirayu Private Limited PAC: Refer Table 1
3.	Whether the acquirer belongs to Promoter/Promoter group	Yes, the Acquirer forms part of the Promoter/ Promoter Group/ PAC
4.	Name(s) of the Stock Exchange(s) where the shares of TC are Listed	BSE Limited and National Stock Exchange of India Limited
5.	Details of the acquisition / disposal as follows	Number	% w.r.t. total share/voting capital wherever applicable(*)	% w.r.t. total diluted share/voting capital of the $TC(**)$
6.	Before the acquisition under consideration, holding of acquirer along with PACs of (Please see Table 1):
a)	Shares carrying voting rights	13, 24, 78, 338	51.59%	51.59%
b)	Shares in the nature of encumbrance (pledge/ lien/ non- disposal undertaking/ others)	Nil	Nil	Nil
C)	Voting rights (VR) otherwise than by shares	Nil	Nil	Nil
d)	Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the T C (specify holding in each category)	Nil	Nil	Nil
e)	Total (a+b+c+d)	13,24,78,338	51.59%	51.59%
7.	Details of acquisition/sale
a)	Shares carrying voting rights acquired/sold (Please see Table 1)	351,51,541	13.69	13.69
b) C)	VRs acquired /sold otherwise than by shares Warrants/convertible securities/any other instrument that	Nil	N.A.	N.A.
	entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold	Nil	N.A.	N.A.
d)	Shares encumbered / invoked/released by the acquirer	Nil	N.A.	N.A.
	Total (a+b+c+/-d)	3,51,51,541	13.69	13.69

8.	After the acquisition/sale, holding of acquirer along with PACs of (Please see Table 1):
a) b) C) d)	Shares carrying voting rights Shares encumbered with the acquirer VRs otherwise than by shares Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting	16,76,29,879 Nil Nil	65.28% Nil Nil	65.28% Nil Nil
	rights in the TC (specify holding in each category) after acquisition	Nil	Nil	Nil
	Total (a+b+c+d)	16,76,29,879	65.28%	65.28%
9.	Mode of acquisition / sale (e.g. open market / off-market / public issue / rights issue / preferential allotment / inter-se transfer etc).	3,51,51,541 equity shares of Rs. 2/- each fully paid up of Alembic Limited held by Shreno Limited have been vested in Nirayu Private Limited consequent to the demerger of the Demerged Undertaking 2 of Shreno Limited pursuant to the Composite Scheme of between Arrangement Alembic Limited, Shreno Limited and Nirayu Private Limited, as approved by the Hon'ble National Company Law Tribunal, Ahmedabad Bench vide its order dated 26th July, 2019. The effective date of the said Scheme is 8th August, 2019.
	10. Date of acquisition / sale of shares / VR or date of receipt of intimation of allotment of shares, whichever is applicable	8 th August, 2019
	11. Equity share capital / total voting capital of the TC before the said acquisition / sale	Rs. 51,35,63,656/- divided into 25,67,81,828 Equity Shares of Rs. 2/- each fully paid up.
	12. Equity share capital/ total voting capital of the TC after the said acquisition / sale	Rs. 51,35,63,656/- divided into 25,67,81,828 Equity Shares of Rs. 2/- each fully paid up.
	13. Total diluted share/voting capital of the TC after the said acquisition	Rs. 51,35,63,656/- divided into 25,67,81,828 Equity Shares of Rs. 2/- each fully paid up.

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

For Nirayu Private Limited

VA

Rasesh Shah Director Place: Vadodara Date: 12th August, 2019

VADODAR

TABLE 1

Shareholding of acquirer(s), PACs and seller individually in TC (in terms of no. & as a percentage of the total share/voting capital of the TC) before and after the acquisition:

	Name of the Shareholders	Shares held before the acquisition		Shares held after the acquisition
Sr. No		No. of equity shares	% w.r.t total share capital / voting rights of TC	No. of equity shares	% w.r.t total share capital / voting rights of TC
	Acquirer (s) and PACs (other than Seller (s) (*)
	Acquirer
	Nirayu Private Limited	11,23,83,313	43.77	14,75,34,854	57.46
	PACS [other than seller]
1	Chirayu Ramanbhai Amin*	83, 17, 644	3.24	83, 17, 644	3.24
2	Malika Chirayu Amin	57,51,939	2.24	57,51,939	2.24
3	Pranav Chirayu Amin	19,32,411	0.75	19,32,411	0.75
$\overline{4}$	Shaunak Chirayu Amin	19,32,651	0.75	19,32,651	0.75
5	Udit Chirayu Amin	19,27,015	0.75	19,27,015	0.75
6	Inaaya Shaunak Amin	57,410	0.02	57,410	0.02
7	Naintara Shaunak Amin	57,410	0.02	57,410	0.02
8	Ranvir Pranav Amin	57,410	0.02	57,410	0.02
9	Samira Pranav Amin	57,410	0.02	57,410	0.02
10	Paushak Limited	1,525	0.00	1,525	0.00
11	Laburnum Family Trust	200	0.00	200	0.00
12	Virsad Family Trust	200	0.00	200	0.00
13	Viramya Packlight LLP	1,800	0.00	1,800	0.00
	Total	13,24,78,338	51.59	16,76,29,879	65.28
	Seller
	Shreno Limited	3,51,51,541	13.69	Nil	Nil
	Total	3,51,51,541	13.69	Nil	Nil

*20,53,833 Equity Shares held in the name of Chirayu Ramanbhai Amin in representative capacity of Karta of Chirayu