Alembic Ltd — Major Shareholding Notification 2020

Jan 3, 2020

Date: 3rd January, 2020

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 26^th December, 2019.

Kindly take the information on record.

Thanking you,

Yours faithfully,

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

í.

1.	Name of the Target Company (TC)		Alembic Limited
$\overline{2}$ .		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 rationale, if any, for the transfer/ acquisition of shares.	This was an indirect acquisition of equity shares and voting rights of Alembic Limited by the acquirer 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 acquirer is exempted from making open offer.	$10(1)(a)(i)$ and $10(1)(a)(ii)$
6.		Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if so, - whether disclosure was made and whether it was made within the timeline specified under the regulations. - date of filing with the stock exchange.	Yes 26th December, 2019
7.		Details of acquisition	Disclosures required to be made under regulation 10(5)	Whether the disclosures under 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 rights in respect the of acquisitions from each person mentioned in 7(a) above	The acquirer has not directly acquired the equity shares of the TC has acquired but the equity shares of Nirayu Limited ("Holding Company") which holds 59.27% stake in the TC as part of the promoter Please refer group. Annexure A for number of equity shares of the Holding Company which has been acquired by the acquirer.
	d.	Total shares actually acquired as a % of diluted share capital	Annexure A

	of TC
e.	Price at which shares are actually acquired	Nil, as transfer of equity shares of the Holding Company is by way of without gift, consideration through off market transaction.

8.		Shareholding details	Pre-Transaction		Post-Transaction #
			No. of equity shares held	% w.r.t total equity share capital of TC	No. of equity shares held	% w.r.t total equity share capital of 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.

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 been be transferred	No. of equity shares held in Target Company	% equity holding in the Target Company
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 equity shares transferred	% equity holding
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 of Transfer	Acquirer	Transferor / Seller	No. of equity shares in TC	% of Voting Rights in TC	Remarks
03.04.2019	Uday Education Society	Vidyanidhi Trust	15,49,202	0.60%	œ.
03.04.2019	Bhailal Amin General Hospital	Arogyavardhini Society	5,37,643	0.21%	50

03.04.2019	Uday Education Society	Utkarsh Vidyakendra	2,79,873	0.11%
03.04.2019	Uday Education Society	Ujjwal Vidyalaya	1,19,126	0.05%
Various dates (last being 31.12.2019)	Nirayu Limited	Purchase of shares from open market	89,70,580	3.49%	÷
14.08.2019	Malika Chirayu Amin	Udit Chirayu Amin	19,27,015	0.75%	Inter se Transfer amongst member of promoter group exempt under Regulation 10 of Takeover Regulations.
25.09.2019	Laksh Trust	Purchase of shares from open market	100	0.00%
25.09.2019	Gallup Trust	Purchase of shares from open market	100	0.00%
25.09.2019	Grace Star Trust	Purchase of shares from open market	100	0.00%	÷
25.09.2019	Satori Trust	Purchase of shares from open market	100	0.00%
25.09.2019	Shreno Publications Limited	Purchase of shares from open market	100	0.00%
24.12.2019	Barkha Pranav Amin	Purchase of shares from open market	100	0.00%	Φ
24.12.2019	Krupa Shaunak Amin	Purchase of shares from open market	100	0.00%	¥.
24.12.2019	Shreno Limited	Purchase of shares from open market	100	0.00%	٠
during the FY 2019-20		Aggregate acquisitions of the equity shares of the Target Company		4.46	Excluding the Inter se

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		transfer exempt under Regulation 10 of Takeover Regulations.
Aggregate equity shares / voting rights indirectly acquired during the FY through the abovementioned transaction (59.27% * 25.01%) pursuant to which exemption is sought under Regulation 10(1)(a)(i)&(ii) of Takeover Regulations	14.82%	Exemption qua the acquisition is sought on grounds of Regulation 10(1)(a)(i)&(ii) being applicable