Indegene Limited — M&A Activity 2025

Mar 25, 2025

INDGN/SE/2024-25/126

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March 25, 2025

BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai- 400001, India. Mumbai – 400 051, India. Scrip Code: 544172 Trading symbol: INDGN

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We refer to our intimation dated March 19, 2025 wherein we informed the Stock Exchanges that the Board of Directors have approved investment in equity/preference shares of Indegene Ireland Limited (or “Indegene Ireland”), a wholly owned subsidiary of the Company. The investment in Indegene Ireland has been made to support the subsidiary's capex requirements.

We further inform the Stock Exchanges that Indegene Ireland, with the intention to expand its business, has agreed to acquire, in a phased manner, MJL Communications Group Ltd. and its subsidiary MJL Advertising Ltd. on a debt free cash free basis for an amount not exceeding GBP 3.4 Mn (including purchase consideration, earnout(s), bonus(es) and net working capital).

The details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/ 2023/123 dated July 13, 2023, are provided below as Annexure.

The above information is being made available on the website of the Company https://www.indegene.com/.

This is for your information and records.

Yours Sincerely,

For Indegene Limited

Srishti Ramesh Digitally signed by Srishti Ramesh Kaushik Kaushik Date: 2025.03.25 18:01:30 +05'30' Srishti Ramesh Kaushik

Company Secretary and Compliance Officer

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Indegene Limited

Third Floor, Aspen G-4 Block, Manyata Embassy Business Park (SEZ), Outer Ring Road, Nagawara, Bengaluru- 560 045, Karnataka, India

Phone: +91 80 4674 4567, +91 80 4644 7777 www.indegene.com

CIN: U73100KA1998PLC102040

Annexure

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Sr. No.	Particulars	Description
1.	Name of the target entity, details in brief such as size, turnover etc.;	MJL Communications Group Ltd. (“Target Company”). MJL Advertising Ltd. (“MJL”) is the 100% Subsidiary of the Target Company, (together referred as “MJL Group”) reported the revenue of GBP 1.72 Mn (unaudited) for CY23.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	No. The transaction does not fall within the related party transaction and~~no promoter / promoter group~~/ group companies have any interest in the entity being acquired.
3.	Industry to which the entity being acquired belongs	Healthcare Communications and Advertising
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	MJL Group acquisition strengthens Indegene’s presence in Europe. MJL’s proven capabilities, strong leadership team, and expertise in the UK/EU market create significant synergies that support Indegene’s long-term growth objectives.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable
6.	Indicative time period for completion of the acquisition	On or before 31 March 2025.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same	All cash transaction with deferred performance / milestone-based consideration.
8.	Cost of acquisition or the price at which the shares are acquired	MJL Communications Group Ltd. and its subsidiary MJL Advertising Ltd. will be acquired on a debt free cash-free basis for an amount not exceeding GBP 3.4 Mn (including purchase consideration, earnout(s), bonus(es) and net working capital).
9.	Percentage of shareholding/ control acquired and/or number of shares acquired	Indegene Ireland to acquire all of the outstanding shares of the Target Company, constituting 100% of its share capital.

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1. Brief background about the entity MJL Communications Group Ltd. and its wholly owned acquired in terms of products/line of subsidiary, MJL Advertising Ltd., are independent business acquired, date of incorporation, healthcare communications agencies specializing in brand creation and activation, omnichannel brand campaigns, history of last 3 years turnover, country in and awareness, education and support initiatives. which the acquired entity has presence and any other significant information (in The company was founded in 1982 and headquartered in brief) England, UK. Last three-year turnover details CY 2024: GBP 1.92 Mn (provisional) CY 2023: GBP 1.72 Mn (unaudited) CY 2022: GBP 2.02 Mn (unaudited)