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Alembic Ltd Major Shareholding Notification 2020

Jan 3, 2020

61312_rns_2020-01-03_0468ebd6-443d-4608-9e07-aaf6a015c847.pdf

Major Shareholding Notification

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To. To.
National Stock Exchange of India Limited BSE Limited
Exchange Plaza, Phiroze Jeejeebhoy Towers,
Plot No. C/1, G Block, Dalal Street,
Bandra Kurla Complex, Mumbai - 400 001
Bandra (East), Mumbai - 400 051
NSE Scrip Code: ALEMBICLTD BSE Scrip Code: 506235

Dear Sirs,

Subject: Report under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

Target Company: Alembic Limited

I, Pranav Chirayu Amin, holding equity shares of Alembic Limited, as part of the promoter group, have acquired from an individual being an immediate relative and also a part of promoter group of Alembic Limited, by way of 'inter-se' transfer, 25.01% equity shares of Nirayu Limited ("Holding Company") which holds 59.27% stake in Alembic Limited as part of the promoter group, amounting to indirect acquisition of equity shares of Alembic Limited under Regulation 3 read with Regulation 5 of the Takeover Regulations. The said acquisition was pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of Takeover Regulations.

The Report as prescribed under Regulation 10(6) of the Takeovers Regulations as amended by SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2016/52 dated May 2, 2016 setting out the details of the said indirect acquisition of equity shares of Alembic Limited by way of inter-se transfer is enclosed herewith.

The necessary intimation under Regulation 10(5) of the Takeover Regulations for the said indirect acquisition, in the prescribed format, has already been submitted vide letter dated 26th December, 2019.

Kindly take the information on record.

Thanking you,

Yours faithfully,

haa

Pranav Chirayu Amin

Encl.: As above

Format for Disclosures under Regulation 10(6) - Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1. Name of the Target Company (TC) Alembic Limited
2. Name of the acquirer (s) Pranav Chirayu Amin
3. Name of the stock exchange where BSE Ltd. (BSE) &
shares of the TC are listed National Stock Exchange of India Ltd. (NSE)
4. Details of the transaction including This was an indirect acquisition of equity shares and
rationale, if any, for the transfer/ voting rights of Alembic Limited by the acquirer
acquisition of shares. pursuant to internal restructuring of shareholding of
promoter and promoter group. In addition to the
below details, please refer Annexure A.
5. Relevant regulation under which the $10(1)(a)(i)$ and $10(1)(a)(ii)$
acquirer is exempted from making
open offer.
6. Whether disclosure ofproposed
acquisition was required to be made
under regulation 10 (5) and if so,- whether disclosure was made and Yes
whether it was made within the
timelinespecifiedunderthe
regulations.
date of filing with the stock 26 th December, 2019
exchange.
7. Details of acquisition Disclosures required to Whether the
be made under disclosures under
regulation 10(5) regulation 10(5) are
actually made
a. Name of the transferor / seller Annexure A Yes
b. Date of acquisition 2 nd January, 2020
c. Number of shares/voting Theacquirerhasnot
rightsrespecttheinof directly acquiredthe
acquisitions from each person equity shares of the TC
mentioned in 7(a) above but has acquiredthe
equity shares of Nirayu
Limited ("Holding
Company") which holds
59.27% stake in the TC as
part of the promoter
Pleaserefergroup.
Annexure A for number
of equity shares of the
Holding Company which
has been acquired by the
acquirer.
d. Total shares actually acquired Annexure A
as a % of diluted share capital
of TC
e. Price at which shares areactually acquired Nil, as transfer of equityshares of the HoldingCompany is by way ofwithoutgift,consideration through offmarket transaction.
8. Shareholding details Pre-Transaction Post-Transaction #
No. ofequitysharesheld % w.r.ttotalequitysharecapitalof TC No. ofequitysharesheld % w.r.ttotalequitysharecapitalof TC
a. Each Acquirer/Transferee
Acquirer (s)
Pranav Chirayu Amin 19,32,411 0.75% 19,32,411 0.75%
Total 19,32,411 0.75% 19,32,411 0.75%
b. Each Seller/Transferor
Malika Chirayu Amin 7,678,954 2.99% 7,678,954 2.99%
Total 7,678,954 2.99% 7,678,954 2.99%

As this was an indirect acquisition of the equity shares of the TC, there is no change in direct shareholding of the Acquirer and the Seller in the TC. However, as detailed in Annexure A, the Acquirer has acquired equity shares of the Holding Company, which holds stake in the TC.

$\sqrt{ }$

Pranav Chirayu Amin (Acquirer)

Date: 3rd January, 2020 Place: Vadodara

Indirect transfer of equity shares in Alembic Limited amongst promoters and immediate relative thereof (qualifying persons)

Name of the Company whose equity shares have beenbe transferred No. of equityshares held inTarget Company % equityholding in theTargetCompany
Nirayu Limited (Details given in Note 1) 15,21,88,590 59.27%
Total 15,21,88,590 59.27%

Note 1

Transfer of equity shares of Nirayu Limited

Particulars No. of equityshares transferred % equityholding
Transferor's Name
Malika Chirayu Amin 62,275 25.01%
Total 62,275 25.01%
Transferee's Name
Pranav Chirayu Amin 62,275 25.01%
Total 62,275 25.01%

Note 2

Furthermore, please note that the following acquisitions of the equity shares of the Target Company have also taken place during the Financial Year 2019-20.

As the cumulative direct acquisition of equity shares of the Target Company during the FY 2019-20 was within the limits prescribed under Regulation 3(2) of the Takeover Regulations, the said Regulation was not triggered earlier. Accordingly, there was no requirement under Regulation 10 for making any disclosure at such stage.

Date ofTransfer Acquirer Transferor /Seller No. of equityshares in TC % of VotingRights in TC Remarks
03.04.2019 UdayEducationSociety Vidyanidhi Trust 15,49,202 0.60% Đ.
03.04.2019 Bhailal AminGeneralHospital ArogyavardhiniSociety 5,37,643 0.21% E.
03.04.2019 UdayEducationSociety UtkarshVidyakendra 2,79,873 0.11%
03.04.2019 UdayEducationSociety Ujjwal Vidyalaya 1,19,126 0.05%
Various dates(last being31.12.2019) NirayuLimited Purchase ofshares from openmarket 89,70,580 3.49%
14.08.2019 MalikaChirayu Amin Udit ChirayuAmin 19,27,015 0.75% Inter seTransferamongstmember ofpromotergroup exemptunderRegulation 10of TakeoverRegulations.
25.09.2019 Laksh Trust Purchase ofshares from openmarket 100 0.00%
25.09.2019 Gallup Trust Purchase ofshares from openmarket 100 0.00%
25.09.2019 Grace StarTrust Purchase ofshares from openmarket 100 0.00%
25.09.2019 Satori Trust Purchase ofshares from openmarket 100 0.00%
25.09.2019 ShrenoPublicationsLimited Purchase ofshares from openmarket 100 0.00%
24.12.2019 BarkhaPranav Amin Purchase ofshares from openmarket 100 0.00% s.
24.12.2019 KrupaShaunak Amin Purchase ofshares from openmarket 100 0.00%
24.12.2019 ShrenoLimited Purchase ofshares from openmarket 100 0.00% $\overline{\phantom{a}}$
during the FY 2019-20 Aggregate acquisitions of the equity shares of the Target Company 4.46 Excluding theInter se
transferexempt underRegulation 10of TakeoverRegulations.
Aggregate equity shares / voting rights indirectly acquired duringthe FY through the abovementioned transaction (59.27% *25.01%) pursuant to which exemption is sought under Regulation10(1)(a)(i)&(ii) of Takeover Regulations 14.82% Exemptionqua theacquisition issought ongrounds ofRegulation$10(1)(a)(i)$ &(ii)beingapplicable