FERMENTA BIOTECH LIMITED — Capital/Financing Update 2019

Dec 24, 2019

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Ref: File No. 49

December 24, 2019

Corporate Relations BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

Dear Sir,

Subject: Outcome of Board Meeting - Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Scrip Code: 506414

We write to inform you that the Board of Directors of the Company (‘Board’) at its meeting held on December 24, 2019 has, inter alia, approved the following:

1. Bonus:

Subject to the approval of the members of the Company, the Board has recommended issue of Bonus equity shares (‘Bonus shares’) in the proportion of 2:1 i.e. 2 (Two) new fully paid-up equity share of Rs. 5/- (Rupees Five only) each for every 1 (One) existing fully paid-up equity share of Rs. 5/- (Rupees Five only) each held by the members. Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has fixed Monday, February 3, 2020 as the Record Date to determine eligible shareholders who will be entitled to receive the Bonus Equity Shares, subject to members’ approval. Other requisite details of Bonus issue in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are given in Annexure

1.

2. Employee Stock Options:

(a) The Board has adopted erstwhile Transferor Company’s employee stock option plan as the Company’s new ‘Fermenta Biotech Limited -Employee Stock Option Plan 2019’ (“ESOP 2019”) in view of NCLT directives vide order sanctioning the Scheme of Amalgamation of Fermenta Biotech Limited (Transferor Company) with DIL Limited (Transferee Company) dated September 19, 2019, and approved increase in the limit for grant of upto 1,94,555 options (corresponding to equity share of face value of Rs. 5 each) under ESOP 2019, subject to members’ and other statutory approvals;

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• (b) The Board has approved acquisition of shares from secondary market by the Trust for the implementation of ESOP 2019, subject to members’ and other statutory approvals.

3. Postal Ballot:

The Board has decided to conduct voting through postal ballot including e-voting for the items mentioned above by issuing the postal ballot notice for seeking members’ approval. Members whose names will be recorded in the Register of Beneficial Owners maintained by the depositories or in the Register of Members as on cut-off date i.e. Thursday, December 26, 2019 (‘Cut-off date’) shall be entitled to vote by availing the facility of e-voting or by postal ballot. The Postal ballot Notice and other requisite details will be intimated in due course.

The Board meeting commenced at 11.30 am and concluded at 1:40 p.m.

Thanking you,

Yours faithfully, For Fermenta Biotech Limited (Formerly known as DIL Limited)

Digitally signed by SRIKANT NATH SHARMA SRIKANT NATH DN: c=IN, o=Personal, postalCode=400610, st=Maharashtra, 2.5.4.20=2ab07dc675b7405348b9f50416c712c738a3c6f165ca6b8e 70474cfdc158e5cb, serialNumber=c7cd7ec99adaae2c3bd286ac4378ffadd7148c27ff66 SHARMA 47d896904fb3e2d0942e, cn=SRIKANT NATH SHARMA Date: 2019.12.24 13:45:54 +05'30' Srikant Sharma Company Secretary & Vice President (Legal) Membership No. FCS3617

Encl: As above

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Annexure 1 - Details of Bonus issue of equity shares

1. Whether bonus is out of free reserves created out of profits or share premium account:

The bonus issue will be made out of General Reserve of the Company as per the audited financial statements as on March 31, 2019.

2. Bonus ratio:

2:1 i.e. 2 (Two) new fully paid-up equity share of 5/- (Rupees Five only) each for every 1 (One) existing fully paid-up equity share of Rs. 5/- (Rupees Five only) each held by the members as on the Record Date i.e. February 3, 2020 fixed for the purpose.

3. Details of share capital - pre and post bonus issue:

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Share Capital Pre-bonus Post-bonus
No. of Face Total Share No. of Face Total Share
Shares Value Capital Shares Value (in Capital (in
(in Rs.) Rs.) Rs.)
(in Rs.)
Authorised Equity 4,98,40,000 5 24,92,00,000 4,98,40,000 5 24,92,00,000
Authorised 1,60,000 5 8,00,000 1,60,000 5 8,00,000
Unclassified
Total Authorised 5,00,00,000 5 25,00,00,000 5,00,00,000 5 25,00,00,000
Paid-up and 98,10,329 5 4,90,51,645 2,94,30,987 5 14,71,54,935
subscribed
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4. Free reserves and/or share premium required for implementing the bonus issue:

Rs. 9,81,03,290 (Rupees Nine Crore Eighty One Lakhs Three Thousand Two Hundred and Ninety only)

5. Free reserves and/or share premium available for capitalisation and the date as on which such balance is available:

As per the audited financial statements as on March 31, 2019, the available General Reserve balance is Rs. 39,41,84,166 (Premerger)

6. Whether the aforesaid figures are audited:

Yes, the figures mentioned in item no. 5 are audited.

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7. Estimated date by which such bonus shares would be credited/ dispatched:

Within two months from the date of the meeting of its Board of directors i.e. December 24, 2019 wherein the decision to announce the bonus issue was taken subject to shareholders’ approval.

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