Cipla Ltd. — Capital/Financing Update 2019

Aug 7, 2019

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7th August, 2019

(1) BSE Limited Listing Department, Phi raze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

(2) National Stock Exchange of India Limited Listing Department Exchange Plaza, 5[th ] floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Scrip Code: 500087

Scrip Code: CIPLA EQ

• (3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that Cipla Limited ("the Company") has signed a definitive agreement today to acquire the minority stake of Eight Roads Investment Mauritius II Limited (earlier known as FIL Capital Investments (Mauritius) II Limited) in Cipla Health Limited, subsidiary of the Company.

The details as required under the SEBI Listing Regulations are enclosed as Annexure- I.

Thanking you.

Yours faithfully,

For Cipla Limited

Rajendra Chopra Company Secretary

Encl: as above

Cipla Ltd.

Regd. Office- Ciplo House, Peninsula Business Pork, Gonpotroo Kodom t-lorg, Lower Porel, t-lumboi 400013, Indio. p ,91 22 24826000 F •91 22 24826120 w www ciplo.com E-Mail contonctus@cipla com Corporate Identity Number L24239MH1935PLC002380

Cipa

Annexure -I

	Sr.No.	Particulars		Details
	a)	Name of the target entity, details in briefsuchas size, turnoveretc.;	Cipla Health Limited (CHL). It has a turnover of Rs. 14,782.80 lakhsforthefinancial yearended31'tMarch2019.Acquisition does not fall within the purview of related partytransactions. None of the promoter I promoter group I promotergroup companies are interested in the acquisition.
	b)	Whether the acquisition would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether thesame is done at"arm's length";
	c)	Industrytowhichtheentitybeingacquired belongs;	Consumer Healthcare/ OTC Industry•Cipla Health Ltd. (CHL) was created in FY'16 with the aimof making a difference to the everyday lives of consumersthroughsimplifiedandinnovative solutionsintheconsumer healthcare segment. CHL grew steadily since itsinception through a strong spirit of partnership betweenCipla Ltd, CHL and Eight Roads Investment Mauritius IIlimited (formerlyknown asFILCapitalInvestments(Mauritius)IIlimited).EightRoadsheldminorityownership in CHL through two rounds of investment inApril 2016 and August 2018.•In a mutually agreed and planned transition, Cipla Ltd andEight Roads have today signed the definitive agreementfor Cipla Ltd to acquire the minority stake of Eight Roadsin CHL, thereby giving Cipla Ltd 100% ownership interestof CHL. The development comes in view of Cipla's growingfocusonconsumer-facing products,andthehighpotential for synergy between the CHL and Cipla in-houseportfolios.•InFY'18-19, CHL's flagship smoking cessationbrand,Nicotex, remained the undisputed market leader in itscategory; its Cofsils franchise saw increased market shareand brand extension across trade channels; its ActivKidslmmunoBoosters became the first Cipla product to beavailable in modern trade, e-commerce, high-end grocers
	d)	Objectsandeffectsofacquisition(including but not limited to, disclosureof reasons for acquisition of target entity,if its business is outside the main line ofbusiness of the listed entity);	•••
		Brief detailsof anygovern mentalorregulatory approvalsrequired for theacquisition;	NA
	e)
	f)	Indicative time-period for completion ofthe acquisition;
	g)	Nature of consideration - whether cashconsideration or share swap and detailsof the same;	Cash consideration
	h)	Cost of acquisition or the price at whichthe shares are acquired	Cash consideration of Rs. 3500,000,000/- (Rupees Three ThousandFive Hundred Million Only)to bepaid on closingof the transaction

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Cipla Ltd.

Reg d. Office- Ciplo House, Peninsula Business Pork, Gonpatrao Kadom Morg, Lower Porcl, Mumbai 400013, India. p •91 22 24826000 F •91 22 24826120 W www.cipla.com E-Mail contonctus@ciplo.com Corporate Identity Number L24239MH1935PLC002380

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• I) Percentage of shareholding I control 5,34,658 Series A Compulsory Convertible Preference Shares acquired and I or number of shares (CCPS) of Rs.SO/-each, 33,039 Series A1 Compulsory Convertible acquired Preference Shares of Rs 50/- each and 1000 Equity Shares of Rs.10/- each, representing 26.16% stake, on a fully diluted basis, in the Company

• j) Brief background about the entity Cipla Health Limited was incorporated on 271h August 2015 in India. acquired in terms of products/line of It is engaged in the business of developing, manufacturing, business acquired, date of incorporation, marketing and distribution of over the counter consumer health history of last 3 years' turnover, country care products. Presently it has operations only in India. CHL's in which the acquired entity has presence turnover for FY 19 is Rs 14,782.80 lakhs, FY 18 is Rs 12,017 .871akhs, and any other significant information (in FY 17 is Rs 9,994.20 lakhs. brief)

, t)Y

Cipla Ltd.

Regd. Office- Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parcl, Mumbai 400013, India. p •91 22 24826000 F •91 22 24826120 W www cipla com E-Mail contanctus@cipla com Corporate Identity Number L24239MH1935PLC002380