Hester Biosciences Ltd — Capital/Financing Update 2021

Nov 9, 2021

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Tuesday, 9 November 2021

To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra - Kurla Complex, Mumbai - 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 524669 Symbol: HESTERBIO

Dear Sir:

Subject: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

We would like to inform that Hester Biosciences Limited (Hester India) has entered into a Shareholder’s Agreement, Share Purchase Agreement and Share Subscription Agreement (collectively referred to as Transactional Documents) to:

1. Acquire 486 equity shares of Thrishool Exim Limited (TEL), Tanzania from the existing promoters

2. Subscribe 1,188 equity shares of TEL

Thereby, acquire and subscribe a total of 1,674 equity shares representing 50% of total issued and paid-up equity share capital of TEL.

The background of TEL is mentioned as point number 10 in the Annexure 1.

The aforesaid Transaction Agreements are subject to customary conditions precedent and receipt of approvals as listed in Annexure 1 hereto.

The details required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular Number CIR/CFD/CMD/4/2015 dated 9 September 2015, is enclosed as Annexure 1 hereto.

Further, pursuant to Regulation 30(8) of the SEBI LODR, the enclosed disclosure will also be made available on the Company’s website.

You are requested to take the above information on your record.

Sincerely, For Hester Biosciences Limited

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Vinod Mali Company Secretary & Compliance Officer

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Annexure 1

Disclosure under sub-para (1) [i.e. Acquisition(s) (including agreement to acquire)] of Para A of Part (A) of Schedule III to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular Number CIR/CFD/CMD/4/2015 dated 9 September 2015:

Sr.No.	Items for Disclosure	Description
1.	Name of the target entity, details inbrief such as size, turnover, etc.	Thrishool Exim Limited (TEL)Turnover – Tanzanian Shillings (TSHS) 7,097 millionfor the year ended December 31, 2020.
2.	Whether the acquisition would fallwithin related party transaction(s) andwhether the promoter/ promotergroup/ group companies have anyinterest in the entity being acquired? Ifyes, nature of interest and detailsthereof and whether the same is doneat“arm’s length”	The acquisition does not fall within related partytransactions. The promoter/promoter group haveno interest in TEL.
3.	Industry to which the entity beingacquired belongs	TEL is a supplier and distributor of animal healthand nutrition products.
4.	Objects and effects of acquisition(including but not limited to, disclosureof reasons for acquisition of targetentity, if its business is outside themain line of business of the listedentity)	1.TEL has a distribution network in Tanzania.2.Upon collaborating with TEL, Hester India willhave the benefit of TEL’s network for sale ofHester India’s and Hester Africa’s (HesterBiosciences Africa Limited) health products andvaccines.3.TEL has additional distributorship for manyanimal healthcare products of othermanufacturers, that will help the Group toleverage and expand its business presence onthe distribution side in Tanzania as well asother African countries.
5.	Brief details of any governmental orregulatory approvals required for theacquisition	The proposed transaction is subject to receipt offollowing regulatory approvals:a. Fair Competition Commission, Tanzaniab. Tax Clearance Certificate from TanzaniaRevenue Authority
6.	Indicative time period for completionof the acquisition	Three months from the date of signing of theTransactional Documents

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7.	Nature of consideration - whether cashconsideration or share swap anddetails of the same	Upfront cash consideration
8.	Cost of acquisition or the price atwhich the shares are acquired	USD 2,250,000(excluding earn-outs of USD 250,000 each in nexttwo years upon achieving the specified EBITDA)
9.	Percentage of shareholding / controlacquired and / or number of sharesacquired	Under the proposed transaction, Hester Indiawould:1. Acquire 486 equity shares of Thrishool EximLimited (TEL), Tanzania from the existingpromoters2. Subscribe 1,188 equity shares of TELThereby, acquire and subscribe a total of 1,674equity shares representing 50% of total issued andpaid-up equity share capital of TEL.
10.	Brief background about the entityacquired in terms of products/line ofbusiness acquired, date ofincorporation, history of last 3 yearsturnover, country in which theacquired entity has presence and anyother significant information (in brief)	TEL was established in the year 2012 in Tanzania.TEL is a supplier and distributor of animal healthand nutrition products of many companies.TEL’s product range includes veterinary feedadditives, feed raw materials, nutritionalsupplements, therapeutics and equipment sourcedfrom recognized international producers. It has anestablished sourcing network with globallypositioned partners from Europe, Asia and SouthernAfrica.The turnover of TEL during the last 3 auditedfinancial years ending on 31stDecember:Year 2020: TSHS 7,097 millionYear 2019: TSHS 5,807 millionYear 2018: TSHS 3,166 million