Ipca Laboratories Ltd. — Capital/Financing Update 2021

Nov 24, 2021

THRU ONLINE FILING

November 24, 2021

%£ipca

BSE Ltd. Phiroze Jeejeebhoy Towers Dalai Street Mumbai 400 023 Scrip Code - ⁵²⁴⁴⁹⁴

National Stock Exchange India Limited, Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra - (East). Mumbai-400051. Scrip Code : IPCALAB

Dear Sirs,

Re: Outcome of the Board Meeting - Acquisition of 26.574% paid-up share capital of Lyka Labs Limited

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI LODR Regulations"], we wish to inform you the following outcome of the meeting of the Board of Directors of the Company held today, i.e. November 24, 2021 :

The Board has approved the acquisition of 26.574% of the paid-up share capital of Lyka Labs Limited and entering into a Joint Management Control Agreement with the Promoters of the said company. Lyka Labs Ltd. is a company incorporated in the year 1976 under Companies Act, 1956 and is engaged in the business of manufacturing and marketing of injectables, lyophilized injectables and topical formulations.

Consequent to this acquisition of shares, the Company has also, made a public announcement to acquire 26% additional equity shares of the said company from its public shareholders under the SEBI (SAST) Regulations, 2011.

The required disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed herewith.

The Board Meeting started 8.15 a.m. and concluded at 8.35 a.m.

Thanking you

Yours faithfully For ^I oca Laboratories Limited

Harish P. Kamath :r-Corporate Counsel & Company Secretary

Enel: a/a

^I pea Laboratories Ltd. www.ipca.com

125, Kandivli Industrial Estate,CTSNo.328,Kandivli (West),Mumbai400067(Maharashtra),India ^| T:+91 22 62105000 R.+91 2262105005 Regd. Office: 48, Kandivli Industrial Estate, Kandivli (West), Mumbai 400 067 (Maharashtra), India ^| T: +91 22 6647 4444 E: ipca@ipca.com CIN: L24239MH1949PLC007837

DISCLOSURE UNDER REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS. 2015

Acquisition of 26.574% paid-up share capital of Lvka Labs Limited (Lyka)

a.	Name of the target entity, details in brief such as size, turnover etc	Lyka Labs Limited 4801/B and 4802/A, - GIDC Industrial Estate, Ankleshwar 393002 (Gujarat)
		(Rs. Crores) (Standalone)
		Year Six months ended Ended
			31st March 2021	30th Sept, 2021
		Income	109.87
		EBIDTA	16.64	75.40
		Profit After Tax	(14.46)	49.46
b.	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 "arms length"	This acquisition of shares does not fall within the related transaction the shares were party since purchased from shareholders of the company from public said secondary market. / of The Promoter Promoter Group shareholders the Company are already holding collectively 3,37,586 equity shares representing 1.18% of the target company's voting rights.
c.	Industry to which the entity being acquired belongs	Pharmaceuticals
d.	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	The target company is engaged in the manufacturing marketing of lyophilized injectables and topical injectables, The major business of formulations. the company India and from rest of the world (ROW) markets. Products of the company are registered in several countries.
	entity)	currently does I pea lyophilized injectables. enable the	not have any business directly from of Acquisition this shareholding will Company to enter into lucrative lyophilized injectables business in India and ROW markets.
		The target company immensely benefit will also from marketing expertise of the Company in the branded generic formulations businsess of the ROW markets of Africa, Latin America, South East Asia and Middle East where Lyka Labs Ltd. is currently not doing business.
e.	details of Brief any governmental or regulatory approvals required for the	Prior governmental or this acquisition.		regulatory approval is not required for
* I pea Laboratories Ltd. o www.ipca.com 125, Kandivli Indu^feBt^te, CJ T:+91 22 6210 5000 F:+91 22 6210 5005 Kandivli (West), Mumbai 400067 (Maharashtra), India ^ (§[©^^Kandivli Industrial Estate, Kandivli (West), Mumbai 400 067 (Maharashtra), India T: +91 22 6647 4444 — ----- E: ipca@ipca.com CIN: L24239MH1949PLC007837

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f.	Indicative time period for completion of the acquisition	The Company has already acquired the shares and has entered into Joint Management Control Agreement.
9-	Nature of consideration - whether cash consideration or share swap and details of the same	Rs. 97.89 crores in cash for purchase of shares from secondary market.
h.	Cost of acquisition or the price at which the shares are acquired	Rs. 97.89 crores for the acquisition of 26.574% shareholding of Lyka from secondary market.
	Percentage of shareholding / control acquired and / or number of shares acquired	26.574% of the shareholding of the target entity is acquired.
J	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	The target company is engaged in the manufacturing and marketing of injectables, lyophilized injectables and topical formulations. The major business of the company is from ofthe India and from rest of the world markets. Products company are registered in several countries. The company was incorporated in the year 1976. The company's manufacturing facility is situated at Ankleshwar, Gujarat. Ipca currently does not have any business directly from lyophilized injectables. Acquisition of this shareholding will enable the Company to enter into lucrative lyophilized injectables business in India and ROW markets in association with the target company. The target company also immensely benefit from will marketing expertise of the Company in the branded generic formulations business of the ROW markets of Africa, Latin America, South East Asia and Middle East where Lyka Labs Ltd. is currently not present.
			(Financial year ended 31st March)		(Rs. Crores) (Standalone)
			Six months ended 30.09.2021 (Unaudited)	2021 (Audited)	2020 (Audited)	2019 (Audited)
		Total Income	109.87	64.47	43.34	43.76
		EBIDTA	75.40	16.64	(0.62)	3.60
		Depreciation	4.14	8.05	7.77	4.44
		Finance Cost	12.42	25.55	19.01	5.73
		Profit / (Loss) before Tax	56.80	(18.40)	(55.15)	(7.10)
		Tax Expense	7.34	(3.94)	0.24	(8.83)
	*• o> vs.; XT	Profit after Tax	49.46	(14.46)	(55.39)	1.73
	fir Ipca Laboratories Ltd. r> 10 www.ipca.com

&2TS No. 328, Kandivli (West), Mumbai 400 067 (Maharashtra), India ^| T: +91 22 6210 5000 F: +91 22 6210 5005 . Office: 48, Kandivli Industrial Estate, Kandivli (West), Mumbai 400 067 (Maharashtra), India ^| T: +91 22 6647 4444 E: ipca@ipca.com ON: L24239MH1949PLC007837 . 125, Kandivli Irtl