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Cipla Ltd. M&A Activity 2021

Apr 1, 2021

59275_rns_2021-04-01_f7aa0d5a-fc64-49ac-a2fb-47142a31fc7b.pdf

M&A Activity

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1 st April, 2021

  • (1) BSE Ltd Listing Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
  • (2) National Stock Exchange of India Ltd Listing Department Exchange Plaza, 5th 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,

Sub: Intimation under Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.

We would like to inform you that DigiHealth Technologies LLP, the wholly owned entity of our Indian investee entity i.e. ABCD Technologies LLP (to be renamed as IndoHealth Services LLP), has agreed to acquire 100% ownership interest in Pharmarack Technologies Private Limited in tranches. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFO/CMD/4/2015 dated 9th September, 2015 are given in Annexure 1 to this letter.

We request you to kindly take this in your record and disseminate.

Thanking you,

Yours faithfully, For Cipla Limited

Rajendra Chopra Company Secretary

ANNEXURE – 1

Details as per the Securities and Exchange Board of India circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr. No. Particulars Detail
a. Name of the target entity, details in brief (i)Name of the Target Entity:
such as size, turnover etc. Pharmarack Technologies Private Limited("Pharmarack").
(ii)Details of the Target Entity:
Pharmarack operates a digital platformaimed at integrating and solving problemsacross the pharmaceutical supply chain. Itsplatform offers/ proposes to offer productsacross supply chain including orderautomation, fulfilment services &optimization, digital payments, workingcapital optimization, analytics and marketinsights.
b. Whether the acquisition would fall withinrelated party transaction(s)and whetherthepromoter/promotergroup/groupcompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis one at "arms-length" Not a related party transaction
c. Industry to which the entity beingacquired belongs Healthcare Industry
d. Objectsandeffectsofacquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits business is outside the main line' ofbusiness of the listed entity) A step by ABCD Technologies LLP (to berenamed as IndoHealth Services LLP)towards the initiative with an objective tofacilitate, enable and promote efficiency andGood Distribution Practices ('GDP')including digitizing healthcare infrastructurein India, inter alia, in support of the NationalDigital Health Mission of Government ofIndia ('Business'). The acquisition is and willbe done by its wholly owned entityDigiHealth Technologies LLP.
e. Brief details of any governmental orregulatory approvals required for theacquisition Not Applicable
f. Indicative time period for completion ofthe acquisition Theupfrontacquisitionof91.8%ofshareholding in Pharmarack is expected to be

completed by 30 th April 2021 by purchase ofshares from multiple existing shareholders invarious lots.The remaining 8.2% of the shareholding inPharmarack is likely to be acquired inmultiple tranches over the next 5 (five) years.
g. Nature of consideration - whether cashconsideration or share swap and detailsof the same Cash Consideration payable by DigiHealthTechnologies LLP.
h. Cost of acquisition or the price at whichthe shares are acquired ofacquisitionDigiHealthCosttoTechnologies LLP for upfront acquisition of91.8% is INR 111 crores.Cost of acquisition of remaining shareholdingshall be linked to future performance ofPharmarack.
i. Percentage of shareholding /control acquired and / or numberof shares acquired Please refer to the response provided in point(f) above.
j. Brief backgroundabouttheentityacquired in terms of products/line ofbusiness acquired, date of incorporation,history of last 3 years turnover, country inwhich the acquired entity has presenceand any other significant information (inbrief) $(i)$ About the entity:Pharmarack operates a digital platformaimedatintegratingandsolvingproblems across the pharmaceuticalsupply chain. Its platformoffers/proposes to offer products across supplychainincluding order automation,fulfilment services$&$optimization,workingdigitalpayments,capitaloptimization,analyticsandmarketinsights.$(ii)$ Date of Incorporation: September 21,2015(iii) Turnover history of last 3 years:2019-2020: INR 4,04,52,773/-2018-2019: INR 2,14,87,907/-2017-2018: INR 64,90,444/-$(iv)$ Country: India