Cipla Ltd. — Capital/Financing Update 2021

Jan 29, 2021

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January 29, 2021

(1) BSE Ltd Listing Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 500087

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

Scrip Code: CIPLA EQ

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

Sub – Intimation of Scheme of Arrangement under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 (“Listing Regulations”)

Dear Sirs,

Pursuant to Regulation 30 of the Listing Regulations we hereby inform that based on the recommendation of the Audit Committee and the Committee of Independent Directors, the Board of Directors of the Company at its meeting held today, i.e. January 29, 2021 has inter-alia , considered and approved the Scheme of Arrangement (“ Scheme ”) amongst Cipla Limited (“ Cipla or Demerged Company ”), Cipla BioTec Limited, wholly owned subsidiary of the Company (“ CBL or Resulting Company 1 ”) and Cipla Health Limited, wholly owned subsidiary of the Company (“ CHL or Resulting Company 2 ”) and their respective members and/or creditors, pursuant to sections 230 to 232 and other relevant provisions of the Companies Act, 2013.

The said Scheme would be subject to requisite approvals of the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other statutory / regulatory authorities, including those from the shareholders and/or creditors of the Demerged Company, Resulting Company 1 and Resulting Company 2.

The information pursuant to Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 is also enclosed herewith as Annexure I .

Thanking you,

For Cipla Limited

Digitally signed by RAJENDRA CHOPRA DN: c=IN, o=Personal, RAJENDR 2.5.4.20=4987ad48c3965cfde78c8ea69e6f40ac91535876f12ba1fa5ba45cc5cc8db 6cb, postalCode=122001, st=HARYANA, serialNumber=0be85c0408d0e3afd6636 A CHOPRA 69f5314248a72fdcdf34d01d48d472d7cf9262696f6, cn=RAJENDRA CHOPRA Date: 2021.01.29 16:29:17 +05'30' Rajendra Chopra

Company Secretary

Enclosed: Details as per SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015

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Annexure - I

Sr. No.	Particulars		Details	Details	Details	Details
a)	Brief details of the division(s) to be demerged;		The proposed Scheme provides for the transfer of the India based US business undertaking (“Demerged Undertaking 1”) of the Demerged Company into the Resulting Company 1 and transfer of consumer business undertaking (“Demerged Undertaking 2”) of the Demerged Company to Resulting Company 2 by way of demerger.
b)	Turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year					% to turnover on standalone basis 19.43 2.58 22.01
			Particulars	Turnover (INR Cr)	% to turnover on consolidated basis	% to turnover on standalone basis
			Demerged Undertaking1	2,460.10	14.36	19.43
			Demerged Undertaking2	326.53	1.91	2.58
			Total	2,786.63	16.27	22.01
c)	Rationale for demerger		Rationale for demerger

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		manufacturing & quality and supply chain within the existing group structure. The consolidation is intended also to better leverage the strong sterile capabilities and manufacturing environment of CBL and to develop complex dosage forms such as onco-injectables, ophthalmic products and peptides injectables, with minimal augmentation. • Cipla is demerging its Demerged Undertaking 2 including select set of brands which have high consumerisation potential, to its consumer healthcare subsidiary i.e. Cipla Health Limited to drive substantial portfolio expansion and build a large consumer business. The brands being transitioned have been built over the years in a meticulous manner and have wide distribution reach throughout India. This demerger and combination with the CHL business will boost the portfolio breadth, build stronger consumer pull and facilitate sharp & focused investments through the capabilities built byCHL.
d)	Brief details of change in shareholding pattern (if any) of all entities;	There shall be no change in the shareholding pattern of the Demerged Company, the Resulting Company 1 and the Resulting Company 2.
e)	In case of cash consideration - amount or otherwise share exchange ratio;	Not Applicable, since Resulting Company 1 and Resulting Company 2 are wholly owned subsidiaries of Demerged Company, Resulting Company 1 and Resulting Company 2 shall not be required to issue any shares or pay any consideration to Demerged Company or its shareholders.
f)	Whether listing would be sought for the resulting entity.	No

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