JUBILANT PHARMOVA LIMITED — Proxy Solicitation & Information Statement 2021

Dec 10, 2021

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December 10, 2021

BSE Limited National Stock Exchange of India Limited Floor 25, P. J. Tower Exchange Plaza Dalal Street, Fort Bandra Kurla Complex Mumbai - 400 001 Bandra (E) Mumbai - 400 051

Dear Sirs,

Sub: Notice of Meeting of the Equity Shareholders convened pursuant to the directions of the National Company Law Tribunal, Allahabad Bench

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that pursuant to the Order of the National Company Law Tribunal, Allahabad Bench (‘NCLT’) passed on November 15, 2021 under Section 230(1) of the Companies Act, 2013 (the ‘Act’) in the Company Application CA(CAA) No. 22/ALD/2021, a meeting of the Equity Shareholders of Jubilant Pharmova Limited is being convened at the Registered Office of the Company at Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh on Saturday, January 15, 2022 at 1:30 P.M. for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Arrangement between Jubilant Generics Limited and Jubilant Pharmova Limited and their respective shareholders and creditors under Sections 230 to 232, Section 66 and other applicable provisions of the Act.

Shareholders entitled to attend and vote at the meeting may vote in person or by proxy at the meeting or through electronic means. Shareholders who have received physical copy of the notice have also been offered the facility of postal ballot, pursuant to the NCLT Order. The Company has engaged National Securities Depository Limited (‘NSDL’) for the purpose of providing e-voting facility to its shareholders. The e-voting facility can be availed by logging in the NSDL e-Voting system at https://www.evoting.nsdl.com/.

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Voting through postal ballot/ e-voting for the resolution proposed in the notice shall commence at 9:00 a.m. (IST) on Thursday, December 16, 2021 and shall end at 5:00 p.m. (IST) on Friday, January 14, 2022.

We are enclosing herewith a copy of the notice of the Meeting. The said notice is also available on the Company's website www.jubilantpharmova.com.

We request you to take the same on record.

Thanking you,

Yours faithfully,

For Jubilant Pharmova Limited

Digitally signed RAJIV by RAJIV CHANDRAK CHANDRAKANT SHAH ANT SHAH Date: 2021.12.10 14:40:40 +05'30' Rajiv Shah Company Secretary

Encl.: as above

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JUBILANT PHARMOVA LIMITED

(CIN : L24116UP1978PLC004624)

Registered Office: Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh, India Phone: +91-5924-267437; E-mail: investors@jubl.com; Website: www.jubilantpharmova.com

NOTICE – EQUITY SHAREHOLDERS

Registered Office : Bhartiagram, Gajraula, Distt. Amroha - 244 223, Uttar Pradesh Tel No. : +91-5924-267437 CIN : L24116UP1978PLC004624 E-mail : investors@jubl.com

MEETING OF THE EQUITY SHAREHOLDERS OF JUBILANT PHARMOVA LIMITED

(Convened pursuant to order dated November 15, 2021 passed by Hon’ble National Company Law Tribunal, Allahabad Bench)

MEETING:

MEETING:
Day	:	Saturday
Date	:	January 15, 2022
Time	:	1:30 P.M.
Venue	:	Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh

E-VOTING:

E-VOTING:
Start Date and Time	:	Tursday, December 16, 2021 at 9.00 a.m.
End Date and Time	:	Friday, January 14, 2022 at 5.00 p.m.

INDEX

	INDEX
Sr. No.	Contents	Page No.
1	Notice convening the meeting of Equity Shareholders of Jubilant Pharmova Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Communication containing e-voting particulars	3
2	Explanatory Statement under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 including statement of shareholdings of Directors and KMP.	12
3	Annexure 1 Copy of Scheme of Arrangement between Jubilant Generics Limited, Jubilant Pharmova Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013	32
4	Annexure 2 Copy of the Valuation Opinion dated July 16, 2021 obtained from M/s. Incwert Advisory Private Limited, Registered Valuer	60
5	Annexure 3 Copy of Fairness Opinion dated July 23, 2021 issued by Ernst & Young Merchant Banking Services LLP	71
6	Annexure 4 Copy of Report adopted by the Board of Directors of Jubilant Pharmova Limited in its meeting held on July 23, 2021, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	78
7	Annexure 5 Copy of Report adopted by the Board of Directors of Jubilant Generics Limited in its meeting held on July 16, 2021, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	80
8	Annexure 6 Copy of supplementary accounting statement of Jubilant Pharmova Limited for the period ended July 31, 2021	82
9	Annexure 7 Copy of supplementary accounting statement of Jubilant Generics Limited for the period ended July 31, 2021	127
10	Annexure 8 Auditor’s certifcates issued by BSR & Co. LLP, Chartered Accountants to Jubilant Pharmova Limited and Jubilant Generics Limited certifying that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013	173
11	Form of Proxy	Loose
12	Attendance Slip	Loose
13	Route Map for the venue of the Meeting	Back Cover Inside
14	Postal Ballot Form and postage-prepaid self-addressed Business Reply Envelope	Loose

1

FORM NO. CAA. 2

[Pursuant to section 230 (3) and Rule 6]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

ALLAHABAD BENCH

COMPANY APPLICATION CA(CAA) NO. 22/ALD/2021

In the matter of Companies Act, 2013

And

In the matter of Sections 230-232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN

JUBILANT GENERICS LIMITED

JUBILANT PHARMOVA LIMITED

…..Applicant Co. No. 1/ “Transferor Company” And ..…Applicant Co. No. 2/ “Transferee Company”

And

their respective Shareholders and Creditors

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Jubilant Pharmova Limited

(CIN: L24116UP1978PLC004624)

A company incorporated under the provisions of the Companies Act, 1956,

having its Registered Office at - Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh, India

………… Applicant Company No. 2/ “Transferee Company”

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF JUBILANT PHARMOVA LIMITED (APPLICANT COMPANY NO. 2/ “TRANSFEREE COMPANY”) PURSUANT TO THE ORDER DATED NOVEMBER 15, 2021, PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH

Notice is hereby given that the Allahabad Bench of the National Company Law Tribunal, by order dated November 15, 2021, has directed that meeting of Equity Shareholders of the Transferee Company shall be held on January 15, 2022 at 1:30 p.m. at the registered office of the Transferee Company at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh, India for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Jubilant Generics Limited (“Transferor Company”) and Jubilant Pharmova Limited (“Transferee Company”) and their respective shareholders and creditors. In pursuance of the said order and as directed therein, notice is hereby given that a meeting of the Equity Shareholders of the Applicant Company No. 2/ Transferee Company will be held at its registered office at Bhartiagram, Gajraula, District Amroha - 244223, Uttar Pradesh, India on Saturday, January 15, 2022 at 1:30 p.m. at which time and place, the Equity shareholders of the Applicant Company No. 2/ Transferee Company are requested to attend. At the meeting, the following resolution will be considered and, if thought fit, passed with or without modification(s):

“RESOLVED THAT pursuant to the provisions of Sections 66, 230 to 232 and other applicable provisions of the Companies Act, 2013, the Rules, Circulars and Notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to approval of the Hon’ble National Company Law Tribunal, Bench at Allahabad (“NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”), the arrangement embodied in the Scheme of Arrangement between Jubilant Generics Limited and Jubilant Pharmova Limited and their respective shareholders and creditors (“Scheme”) as placed before this meeting, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of account as considered necessary for giving effect to the Scheme, as the Board may deem fit and proper. ”

Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Transferee Company at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh, India not later than 48 hours before the time fixed for commencement of meeting.

Form of Proxy is also annexed to this Notice and can be obtained from the Registered Office of the Transferee Company or from the office of the Advocate as mentioned below.

Equity Shareholders are further informed that in compliance with the provisions of: (i) Section 230(4) read with Sections 108 and 110 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (v) Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 including its amendments issued by the Securities and Exchange Board of India, the Transferee Company has provided the facility of voting by postal ballot (refer Note-12 below) and e-voting so as to enable the Equity shareholders, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by Equity shareholders of the Transferee Company shall be carried out through (i) postal ballot or e-voting and (ii) ballot or polling paper at the venue of the meeting to be held on Saturday, January 15, 2022 at 1:30 p.m.

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Copies of the said Scheme and Explanatory Statement, under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, are annexed to this Notice and can be obtained free of charge from the registered office of the Transferee Company or at the office of its Advocate Mr. Rahul Agarwal, Chamber No. 42, High Court or 74/62, Lal Bahadur Shastri Marg, Allahabad - 211001.

The Tribunal has appointed Shri Pradip Kumar, Advocate and failing him, Shri Sumit Kakkar, Advocate as Chairperson of the said meeting and Shri S. K. Gupta, Practicing Company Secretary and failing him, Shri Ankit Singh, Practicing Company Secretary as Scrutinizer to conduct the voting in a fair and transparent manner. The above-mentioned Scheme, if approved by the Equity shareholders of the Transferee Company in their meeting, will be subject to the subsequent approval of the Tribunal.

For Jubilant Pharmova Limited Sd/Date: November 30, 2021 Pradip Kumar Place: Allahabad Chairman appointed for meeting

Notes:

1. Only registered Equity Shareholders of the Transferee Company as on December 3, 2021 (cut-off date) may attend and vote either in person or by Proxy instead of himself/ herself (and a Proxy need not be a member of the Transferee Company) at the meeting of the Equity Shareholders of the Transferee Company.

2. The authorised representative of a body corporate which is a registered Equity shareholder of the Transferee Company may attend and vote at the meeting of the Equity shareholders of the Transferee Company provided a copy of the resolution of the Board of Directors authorizing such representative to attend and vote at the meeting of the Equity shareholders of the Transferee Company, is deposited at the registered office of the Transferee Company not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting.

3. As per Section 105 of the Companies Act, 2013 and the Rules made thereunder, a person can act as proxy on behalf of not more than 50 (fifty) Equity shareholders holding in aggregate, not more than 10% (ten percent) of the total paid up share capital of the Transferee Company carrying voting rights. A Equity shareholder holding more than 10% (ten percent) of the total paid up share capital of the Transferee Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Equity shareholder.

4. The Form of Proxy can be obtained free of charge from the registered office of the Transferee Company or from the office of its Advocate, Mr. Rahul Agarwal, Chamber No. 42, High Court or 74/62, Lal Bahadur Shastri Marg, Allahabad - 211001.

5. All alterations made in the Form of Proxy should be initialed by the Equity shareholder.

6. Every Equity shareholder entitled to vote at a meeting of the Transferee Company, or on any resolution to be moved thereat, shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the Transferee Company, provided not less than three days’ prior notice in writing of the intention so to inspect is given to the Transferee Company.

7. A registered Equity shareholder or his/her proxy, attending the meeting, is requested to bring and submit to the Transferee Company the Attendance Slip duly completed and signed. In case of joint holders attending the meeting, only such joint holder whose name stands first in the register of members of the Transferee Company or in the list of beneficial owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) in respect of such joint holding, will be entitled to vote.

8. The documents referred to in the Notice and accompanying Explanatory Statement shall be open for inspection by the Equity shareholders at the registered office of the Transferee Company between 11.00 a.m. and 1.00 p.m. on all working days (except Saturdays, Sundays and public holidays) up to the date of the meeting.

9. The Notice, together with the documents accompanying the same, is being sent to all the Equity shareholders either by registered post or by speed post or courier, or electronically by e-mail to those Equity shareholders who have registered their e-mail IDs with the Transferee Company/ Registrar and Share Transfer Agent (‘RTA’)/ NSDL / CDSL, whose names appear in the register of members / list of beneficial owners as received from NSDL / CDSL as on Friday, December 3, 2021 (‘Cut-off Date’). Those who have become shareholders as on the Cut-off Date may download the Notice from Transferee Company’s website i.e. www.jubilantpharmova.com or may write to the Company Secretary, Jubilant Pharmova Limited at the registered address of the Transferee Company for availing the Notice. The Notice will be displayed on the website of the Transferee Company i.e. } www.jubilantpharmova.com and on the website of NSDL i.e. www.nsdl.co.in.

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1. The Notice convening the aforesaid meeting will be published through advertisement in ‘Financial Express’ and ‘Hindustan Times’ English newspapers and ‘Jansatta’ and ‘Hindustan’, vernacular newspapers, having wide circulation in District Gautam Budh Nagar and District Amroha where the Corporate Office and Registered Office of the Transferee Company and other Applicant Company (as applicable) is situated, respectively.

2. A person, whose name is not recorded in the register of members as on the Cut-off Date shall not be entitled to avail the facility of voting at the meeting. Voting rights shall be reckoned on the paid-up value of the shares registered in the names of Equity shareholders as on the Cut-off Date. Persons, who are not Equity shareholders of the Transferee Company as on the Cut-off Date should treat this notice for information purposes only.

3. Pursuant to the order of the Hon’ble National Company Law Tribunal, Bench at Allahabad (NCLT), the facility of voting through postal ballot is being offered to the shareholders to whom the physical notices are being issued. Any instruction given below pertaining to postal ballot shall be applicable only to those shareholders who have received postal ballot forms with physical notices. Shareholders receiving notices electronically cannot vote through postal ballot.

4. The voting by the Equity shareholders through the postal ballot or e-voting shall commence at 9.00 a.m. (IST) on Thursday, December 16, 2021 and shall close at 5.00 p.m. (IST) on Friday, January 14, 2022.

5. The Transferee Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating e-voting for the said meeting. The e-voting module shall be disabled by NSDL for voting at 5.00 p.m. (IST) on Friday, January 14, 2022. Once the vote on the resolution is cast by an equity shareholder, he or she will not be allowed to change it subsequently. Equity Shareholders desiring to exercise their vote by using e-voting facility are requested to follow the instructions mentioned below for e-voting.

6. A Postal Ballot Form along with self-addressed postage pre-paid envelope is enclosed with physical notice. Equity shareholders’ voting through Postal Ballot are requested to carefully read the instructions printed in the enclosed Postal Ballot Form.

7. Equity shareholders shall fill in the requisite details and send the duly completed and signed Postal Ballot Form in the enclosed self-addressed postage pre-paid envelope to the Scrutinizer so as to reach the Scrutinizer before 05:00 p.m. on Friday, January 14, 2022. Postal Ballot Form, if sent by courier or by registered post/speed post/hand delivery at the expense of the equity shareholder, will also be accepted. Any Postal Ballot Form received after the said date and time shall be treated as invalid.

8. Incomplete, unsigned, improperly or incorrectly tick marked Postal Ballot Forms will be rejected by the Scrutinizer.

9. The vote on Postal Ballot cannot be exercised through proxy.

10. There will be only 1 (one) Postal Ballot Form for every registered folio/client ID irrespective of the number of joint Equity shareholders.

11. The Postal Ballot Form should be completed and signed by the Equity shareholders (as per specimen signature registered with the Transferee Company and/or furnished by the Depositories). In case, shares are jointly held, the Postal Ballot Form should be completed and signed by the first named equity shareholder and, in his/her absence, by the next named Equity shareholder. Holder(s) of Power of Attorney (“POA”) on behalf of an Equity shareholder may vote on the postal ballot mentioning the registration number of the POA with the Transferee Company or enclosing a copy of the POA authenticated by a notary. In case of shares held by companies, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution/authorization giving the requisite authority to the person voting on the postal ballot form.

12. The Tribunal has appointed Shri S. K. Gupta, Practicing Company Secretary as the Scrutinizer and failing him, Shri Ankit Singh, Practicing Company Secretary as the Scrutinizer to scrutinize the Postal Ballot, e-voting process and ballot forms and to oversee that the meeting is conducted at the venue of the meeting in a fair and transparent manner.

13. The Scrutinizer will submit his combined report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the Equity shareholders of the Transferee Company through (i) e-voting process, (ii) postal ballot and (iii) polling paper at the venue of the meeting. The Scrutinizer’s decision on the validity of the vote cast via (i) e-voting process, (ii) postal ballot and (iii) polling paper at the venue of the meeting shall be final.

14. The Equity shareholders of the Transferee Company can opt for only one mode for voting i.e. by postal ballot or e-voting or voting at the venue of the meeting. If an Equity shareholder has opted for e-voting, then he/she should not vote by Postal Ballot Form also and vice versa. However, in case Equity shareholder(s) casts his/her vote(s) both via postal ballot and e-voting, then voting validly done through e-voting shall prevail and voting done by postal ballot shall be treated as invalid.

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1. The Equity shareholders of the Transferee Company attending the meeting who have not cast their votes either through postal ballot or e-voting shall be entitled to exercise their votes at the venue of the meeting. Equity shareholders who have cast their votes through postal ballot or e-voting may also attend the meeting but shall not be entitled to cast their votes again.

Voting Options :

The business set out in the Notice of NCLT Convened Meeting of Equity Shareholders may be transacted through electronic voting system, Postal Ballot or Polling Paper. The Company is providing facility for voting by electronic means. Information relating to e-Voting facility and voting at the meeting of NCLT Convened Meeting is given below:

- Voting through electronic means (e Voting facility)

• I. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards issued by the Institute of Company Secretaries of India, the Company is pleased to provide equity shareholders the facility to exercise their right to vote on the resolution proposed to be considered at the NCLT Convened Meeting (‘NCM’) by electronic means and the business may be transacted through e-voting. The facility of casting the votes by the equity shareholders using an electronic voting system from a place other than venue of the NCM (“remote e-voting” or “e-voting”) will be provided by the National Securities Depository Limited (NSDL).

• II. The facility for casting the vote through ballot paper shall be made available at the venue of NCM and the equity shareholders attending the meeting who have not cast their vote by remote e-voting or through Postal Ballot shall be able to exercise their right at the meeting through ballot paper.

• III. Equity Shareholders can opt for only one mode of voting i.e. either through remote E-Voting or Postal Ballot or Ballot Paper at the venue of NCM of Equity Shareholders. In case Equity Shareholders cast their vote by more than one mode of voting, then voting will be counted in the following sequence of priority, namely, (i) Remote E-Voting, (ii) Postal Ballot, and (iii) Ballot Paper at the venue of NCM, as may be applicable.

• IV. The remote e-voting period commences on Thursday, December 16, 2021 at 9:00 a.m. and ends on Friday, January 14, 2022 at 5:00 p.m. During this period, equity shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. December 3, 2021 may cast their vote by remote e-voting. The remote e-voting shall be disabled by NSDL after the remote e-voting period ends. Once the vote is cast, the equity shareholders shall not be allowed to change it subsequently.

• V. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or postal ballot as well as voting at the NCM through ballot paper.

• VI. The voting rights of equity shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. December 3, 2021.

VII. How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and Email ID in their demat accounts in order to access e-Voting facility.

6

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page, click on the “Benefcial Owner”icon under “Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. Afer successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. Afer successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. Te URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginor www.cdslindia.comand click on New System Myeasi. Afer successful login of Easi/Easiest, the user will be also able to see the E Voting Menu. Te Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia. comhome page. Te system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress.

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Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site afer successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

Important Note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

through Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

• B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories/company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@jubl.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors@jubl.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

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1. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General Guidelines for Shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to skgupta1903@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal, Senior Manager at evoting@nsdl.co.in

4. I. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off date only shall be entitled to avail the facility of remote e-Voting or voting at the venue of NCM through Polling Paper. A person who is not a member as on the Cut-off date should treat this Notice for information purpose only.

5. II. Shri S. K. Gupta, Practicing Company Secretary and failing him Shri Ankit Kumar Singh, Practicing Company Secretary has been appointed as ‘Scrutinizer’ to scrutinize the remote e-Voting and Poll process in a fair and transparent manner.

6. III. The Chairman will, at the end of discussion on the resolution on which voting is to be held, allow voting by use of Polling Paper for all those equity shareholders who are present at the venue of NCM and have not cast their votes by availing the remote e-voting facility or through Postal Ballot.

7. IV. Please note that the members who have exercised their right to vote through electronic means as above shall not be eligible to vote by way of Postal Ballot or Polling Paper at the venue of NCM. Votes cast through Postal Ballot or Poll taken at the NCM together with the votes cast through remote e-Voting shall be counted for the purpose of passing of resolution. No voting by show of hands will be allowed at the NCM.

8. V. The Scrutinizer shall, after the conclusion of voting at the NCM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting or through Postal Ballot in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the NCM, a consolidated scrutinizer’s report of the total votes cast in favor or against, to the Chairman who shall countersign the same and declare the result of the voting forthwith.

9. VI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company (www. jubilantpharmova.com) and on the website of NSDL (www.evoting.nsdl.com) immediately after the declaration of result by the Chairman or the Alternate Chairman (as the case may be). The results shall also be immediately forwarded to the stock exchanges where the shares of the Company are listed.

10. VII. In case of any queries or grievances relating to e-Voting, you may contact Mr. Amit Vishal, Senior Manager, NSDL, Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400013, India through e-mail at evoting@nsdl.co.in or on Toll Free No.: 1800-222-990 or Mr. J. K. Singla, Senior Manager, M/s Alankit Assignments Limited, 205-208 Anar Kali Complex, Jhandewalan Extension, New Delhi- 110055, India through email at rta@alankit.com or on Telephone No.: 011-42541234.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

ALLAHABAD BENCH

(DISTRICT: GAUTAM BUDDHA NAGAR)

In the matter of Companies Act, 2013

And

In the matter of Sections 230 to 232, Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

IN THE MATTER OF

JUBILANT GENERICS LIMITED

==> picture [200 x 11] intentionally omitted <==

----- Start of picture text -----

…..Applicant Co. No. 1/ “Transferor Company”
----- End of picture text -----

And

JUBILANT PHARMOVA LIMITED

… Applicant Co. No. 2/ “Transferee Company”

And

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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Jubilant Pharmova Limited, (CIN: L24116UP1978PLC004624 )

A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh

… Applicant Co. No. 2/ “Transferee Company”

Statement under Sections 230(3), 232 (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Explanatory Statement”)

1. Pursuant to the order dated November 15, 2021 passed by Allahabad Bench of National Company Law Tribunal in Company Application No. 22/ALD/2021, meeting of the equity shareholders of Jubilant Pharmova Limited is being convened and held at the registered office at Bhartiagram, Gajraula, District Amroha - 244223, Uttar Pradesh for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement (the ‘Scheme’) between Jubilant Generics Limited and Jubilant Pharmova Limited and their respective Shareholders and Creditors under Section 230 to 232 of the Companies Act, 2013 (“Act”) (including any statutory modification or re-enactment or amendment thereof) read with the Rules thereunder.

2. A copy of the Scheme setting out in detail terms and conditions of the Scheme, inter-alia, providing for the proposed Scheme of Arrangement is attached to the Explanatory Statement and forms part of this Statement as Annexure-1.

3. Background of Jubilant Generics Limited:-

4. i. Jubilant Generics Limited, a company incorporated on November 25, 2013 under the provisions of the Companies Act, 1956, having Corporate Identification Number as U24100UP2013FLC060821 and having its registered office situated at Plot 1A, Sector 16A, Institutional Area, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301. The Equity Shares of the Applicant Company No.1/ Transferor Company are not listed on any stock exchange in India.

5. ii. The Transferor Company is primarily engaged in the following businesses:

   • a) Manufacture, sale, distribution, marketing and supply of APIs, including from its manufacturing facility at Nanjangud, Karnataka and conducting research and development in relation to APIs through its research and development centers in Nanjangud, Karnataka and Noida, Uttar Pradesh; and

   • b) Manufacture and supply of dosage formulations (solid and injectables), including from its manufacturing facility at Roorkee, Uttarakhand and also including trading of such dosage formulations (solid and injectables), India Branded Pharmaceuticals (IBP) business, conducting research and development in respect of its Formulations Business at its research and development centers in Noida, Uttar Pradesh.

6. iii. The share capital structure of the Applicant Company No. 1/ Transferor Company as on July 31, 2021 is as under:

Authorized Share Capital	Amount (in Rs.)
30,00,000 Equityshares of Rs. 10 each	3,00,00,000
Total	3,00,00,000
Issued, Subscribed and Paid up Share Capital	Amount (in Rs.)
25,79,665 Equityshares of Rs. 10 each	2,57,96,650
Total	2,57,96,650

iv. The main objects of the Applicant Company No. 1/ Transferor Company are set out in its Memorandum of Association. The same are extracted as under:-

1. “To manufacture, contract manufacture, blend, distill, extract, refine, formulate, acquire, process, dispense, cultivate, import, export, buy, sell, market, standardize, scale-up, modify, supply, hire, maintain, package, repackage, bottle, stock, distribute, broker, trade, act as agents and generally to deal in:

• a. All types of medicines-whether allopathic, homoeopathic, Ayurvedic, Unani or others for human and animal use, intermediates, drugs, bulk drugs, Active Pharmaceutical Ingredients (API) and finished dosage forms for animal and human use.

• b. All types of chemicals, organic, inorganic, fine or bio-chemicals or any other intermediates, ingredients and formulations and derivatives thereof and consumer products based thereon, allergenic extracts, targeted primarily

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at treating allergies and asthma, bio-technology products and chemicals and their by-products, intermediates, derivatives, formulations and compounds thereof, non prescription general medicines and other allied chemicals and medical preparations required for medical, agricultural, plantations and industrial purposes, bio/chemo informatics technology, pharmaceuticals, diagnostics, bio-pharmaceuticals, bio-modulators, nutraceuticals, agrochemicals, acids, cosmetics, dyes, detergents, veterinary products, fertilizers, herbicides, pesticides, rodenticides, insecticides, plant growth activators/regulators, foods products, food/feed additives etc.

     - c. _All enzymes and other products from animal, microbial and plant sources, vegetable and herbal extracts._

     - d. _Surgical instruments and products, injections and syringes, injectables, oils, perfumes, vaccines, hospital requisites, tinctures, extracts, capsules, plasma, syrups, tablets, pills, ointments, tonics, alkaloids, steroids, sterile injectables (vials and ampoules), lyophilized products, liquid fills, biologics, suspensions, WFI/Diluents, diagnostic products and equipments, radioactive products & substances, innovative diagnostic imaging radiopharmaceuticals solutions and therapeutic radiopharmaceutical products, lyophilised radiopharmaceutical kits, non-radioactive products, medical products, equipments and devices, apparatus, appliances and accessories, and services to healthcare organizations, research institutions, patients and consumers._

  2. _To establish laboratory and related infrastructure for the Research and development of products needed for Company’s business and to do contract research and manufacturing._

  3. _To undertake or engage into all kinds of business activities related to research and development projects, including but not limited to, drug (medicine) discovery and drug development, contract research services, testing, studies in all fields of pharmaceuticals and life sciences including but not limited to genomics, molecular discovery, bio-technology, diagnostics, informatics (including bio/chemo informatics), toxicity studies, services (clinical, chemistry, pathology, clinical laboratory services, bio-analytical, statistical and quality assurance consulting services), pharmacokinetics, Active Pharmaceutical Ingredients, healthcare services including medical transcription, insurance, out-patient care, hospitals and emergency services, therapeutics, proteomics, chemistry, biology, agricultural bio-technology, nutraceuticals, bio-sciences, structural biology, medicinal chemistry, organic and inorganic chemistry, synthetic chemistry, analogue chemistry, computational chemistry, process chemistry, scale synthesis, clinical trials (all possible services under phase I to phase IV), clinical researches, clinical testing of the experimental drugs, bio-equivalence and bio-availability studies._

  4. _To design, develop, update and maintain knowledge bases for target identification and prioritization, data management and regulatory affairs, ligand identification and prioritization for drug discovery and pharmaceuticals, develop useful products through manipulation of living organisms, to render contract / consultancy services, sub-contracts for own use or for others, and to do contract / toll manufacturing in all or any of the foregoing objects or ancillary or incidental thereto._

1. Background of Jubilant Pharmova Limited:-

2. i. Jubilant Pharmova Limited, a company incorporated on June 21, 1978 under the provisions of the Companies Act, 1956, having Corporate Identification Number as L24116UP1978PLC004624 and having its registered office situated at Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh. The Equity Shares of the Applicant Company No.2/ Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

3. ii. The Transferee Company is currently engaged in businesses of providing management services and is also inter alia , engaged in the following businesses, through its direct and indirect, wholly-owned subsidiaries, including Jubilant Pharma Limited, a company incorporated in Singapore:

   • (i) Manufacture and supply of APIs, solid dosage formulations, radiopharmaceuticals, allergy therapy products and contract manufacturing of sterile injectables and non-sterile products through 6 manufacturing facilities that cater to all the regulated markets including the USA, Europe and other geographies and a network of over 48 radiopharmacies in the United States;

   • (ii) Drug discovery and development solutions business which provides proprietary in-house innovation and collaborative research and partnership for out-licensing; and

   • (iii) Undertaking Preclinical research and development and providing various drug discovery services to global pharmaceutical and biotech companies, including in the areas of medicinal chemistry, invitro biology, in vivo biology, structural biology, drug metabolism and pharmacokinetics, toxicology and discovery informatics. The Transferee Company is also engaged in in-house drug discovery for small molecules in various therapeutic areas and also enters into Collaboration with various Companies/academic universities in the field of research and development.

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• iii. The share capital structure of the Applicant Company No. 2/ Transferee Company as on July 31, 2021 is as under:

Authorized Share Capital	Amount (in Rs.)
1,43,02,00,000 equityshares of Re. 1 each	1,43,02,00,000
Total	1,43,02,00,000
Issued and Subscribed Share Capital	Amount (in Rs.)
15,93,13,139 equityshares of Re. 1 each	15,93,13,139
Total	15,93,13,139
Paid up Share Capital	Amount (in Rs.)
15,92,81,139 equityshares of Re. 1 each	15,92,81,139
Total	15,92,81,139

iv. The main objects of the Applicant Company No. 2/ Transferee Company are set out in its Memorandum of Association. The same are extracted as under:-

• a. “To manufacture, fabricate, produce, prepare extract, process and finish, import, export, buy, sell, instal, survey, estimate, transport, refine and generally carry on business or deal or traffic in Vinyl Acetate Monomer, Acetaldehyde, Acetic Acid, Acetic Anhydride, Ethyl Alcohol, Ethyl Acetate, Polyvinyl Acetate and other chemicals and chemical products of any nature and kind whatsoever.

• b. To manufacture, fabricate, produce, prepare, extract, process and finish, import, export, buy, sell, instal, survey, estimate and generally carry on business of types of Polymers and Co- polymers of Vinyl Acetate Monomer Acealate to Polymer and Vinyl Chloride Monomer, Polyvinyl Alcohol, Polyvinyl Acetals including Polyvinyl formal and Polyvinyl butyral, Ethylene- Vinyl Alcohol Co-polymer, Ethylene Vinyle, Synthetic resins, emulsions and latexes for use in Paints and building products, Adhesives, Paper Coatings, Textiles, Binders, Wire Enamel, Floorings, Phonographic records, Speciality coatings, Forest wood products or any other use.

• c. To carry on the business as manufacturers, dealers, importers, processors, buyers, sellers, stockists, distributors of all kinds of Chemicals, Insecticides, Granulation Fertilizers, Fertilizers, Pesticides and other germ killing materials and all light and heavy Industrial Chemicals, Alkalies, Acids, Gases, Sulphates, Superphosphates, Sulphuric Acid Medicines, Drugs, Tannins, essences, pharmaceuticals, photographic, sizing, medicinal, chemical, industrial and other preparations and articles, mineral and other waters, cement, oils, paints, pigments and varnishes, compounds, dye-stuffs, organic or mineral, basic and intermediates, paints and colours, printing inks, dry salters.

• d. To carry on the business to manufacture, produce, refine, process, formulate, mix or prepare, deal in, import and export of any agricultural chemicals, fertilizers manures, their mixtures and formulations, chemicals source materials, ingredients, mixtures, derivates and compounds thereof and products of which any of the foregoing constitutes an ingredient, in the production of which any of the foregoing is used, including but not limited to fertilizers and agricultural and industrial chemicals of all kinds, and industrial and other preparations or products arising from or required in the manufacture, refining of any kind of fertilizer, manure, their mixture, their mixture and formulations.

• e. To carry on the business of manufacturers, producers, refiners, processors, miners, exporters, importers, buyers and sellers of and dealers in and with all and any fats, vermifuges, fungicides, insecticides, germicides, dips sprays, disinfecting preparations, fumigators, medicines and remedies of all kinds for agricultural, trees, plantations, gardening and other purposes or as remedies for human and animals and whether produced from vegetable, mineral, gaseous or any other matters or substances by and any process whether chemical, mechanical, electrical.

• f. To fix atmospheric nitrogen by synthetic ammonia or by any other process and to manufacture its derivative compounds and to refine and manufacture, manipulate, import, export and deal in Salt and marine minerals and other derivatives, by-products and compounds.

• g. To carry on the business of manufacturing ammonia, ammonium sulphate, urea, ammonium nitrate, ammonium phosphate and any other fertilizers, fertilizer mixtures, chemicals including petrochemicals and gases or any other allied product or any compounds thereof by any process and of selling, distributing or applying such fertilizers and chemicals or gases, substances and compounds or any of them to such purposes as the company may from time to time think desirable.

• h. To manufacture, fabricate, produce, prepare, extract, process and finish, import, export, buy sell, instal, survey, estimate transport, refine and generally carry on the business or deal or traffic in Ethylene, n-butanol, 2-ethylhexanol, paracetic

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acid, panatacrythritol, pyridines, chloral, 1.3-butylene glycol, trimethlolpropane, Cellulose Acetate including its fibres and Plastics, Acetic Esters, photographic chemicals, food additives, Monochloro Acetic Acid, Carboxy Methyl Cellulose, perfumers, explosives, aspiring, synthetic drugs, detergents, surface coatings, beverages, agro-chemicals, Terepthalic acid, sodium Acetate.

• i. (i) To purchase, manufacture, produce, boil, refine, import, export, sell and generally deal in sugar, sugar candy, jaggery, sugarbeet, sugarcane, molasses, chemicals based on molasses, chemical based on alcohol produced from molasses, syrups, melada, alcohol including alcohol produced from molasses, spirits, bagasse, bagasse board, paper board and all products, by products, intermediates, other products which are required or produced by the sugar industry and to acquire or manufacture machinery for any of the above purposes;

• (ii) To purchase, manufacture, produce, import, export, sell and generally deal in all the products which use or require directly or indirectly and sugar product, by product intermediates such as bagasse, steam, molasses, paper, chemicals or any other similar product:

• (iii) To cultivate, plants, produce, and raise or purchase sugarcane, sorghum, sugarbeet sago, palmyra juice and other crops or raw materials and to transact such other work or business as may be proper, necessary or desirable in connection with the above objects or any of them;

• (iv) To produce, generate, sell captively consume or otherwise dispose off power.

• j. To carry on the business of creation, writing, design and development, improve sale, purchase, sub-contract deal, in shared services, business process outsourcing including Human Resource, accounting, IT Services and other business processes, IT-enabled services, information technology enabled services including establishment of call centers, medical transcription center, data bank, Software Development data processing center or such other services which can be rendered with the help of computers and IT.

• k. To Carry on the business of all types of services marketing, trading, distribution and consultancy in the area of other software and systems, covering areas of general management (including Human Resource), enterprise management, strategic management, financial, administrative, resource, reengineering, software design and development, Enterprises Resource Planning, material resource Planning, Internet, Internet and WE related services, quality management, Virtual market methodologies, information management and dissemination, all and every type of software and service connected to computers and microprocessor based systems.

• l. i. To engage in business activities related to Research and Development for drugs, pharmaceuticals, nutraceuticals and biopharmaceuticals, medicines, diagnostics, drug discovery and drug development including genomics, proteomics, pharmacology, bio- technology, bio-informatics, molecular biology, medicinal chemistry, organic and inorganic chemistry, molecular drug design, computational chemistry, X-ray crystallography, process chemistry, formulations, clinical and preclinical trials, toxicity study, Bio- equivalence and ADME studies, Pharmacokinetics etc. and scale up of process know how, for the Company’s own purpose or contract work.

• ii. To apply for, purchase, acquire, sell, lease, dispose off, use for company’s own use or for others, import, export, invent, protect, prolong, any secret formula, know-how, process, design, patent rights, licenses, protection and concessions, manufacturing process for the manufacture of drugs, pharmaceuticals, chemicals, food products or of any plant or equipment and other intellectual property rights and to spend money on experimenting, testing and improving and patents, inventions, intellectual properties, rights which the company may acquire or propose to acquire and develop.

• iii. To provide services and/or products to healthcare organizations, research institutions, patients and consumers.

• iv. To use information technology tools and techniques to work with existing chemical and biological data, information as well as to generate information on the genomics and proteomics of living organs including human beings through research and study.

• v. To carry on the business of Manufacturer, Exporter, Importer, Whole Sale and Retail Sellers, Dealers in and to do Research and Development products and its intermediates.

• vi. To carry on all types of activities in connection with designing, developing, updating and maintaining knowledge bases for biological target identification and prioritization, lead identification and optimization for drug discovery and development.

• vii. To ensure data management, compliance and International regulatory affairs for the foregoing objects.

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• m. i. To manufacture, blend, distill, extract, refine, formulate, acquire, process, cultivate, import, export, buy, sell, stock, distribute, broker and generally to deal in:

  • a) All types of medicines-whether allopathic, homoeopathic, Ayurvedic, Unani or others for human and animal use, intermediates, bulk drugs, Active Pharmaceutical Ingredients (API) and finished dosage forms for animal and human use.

  • b) All types of chemicals, organic, inorganic, fine or biochemicals or any other intermediates, ingredients and formulations and derivatives thereof and consumer products based thereon, pharmaceuticals, diagnostics, bio pharmaceuticals, bio modulators, nutraceuticals, agrochemicals, acids, cosmetics, dyes, detergents, veterinary products, fertilizers, herbicides, pesticides, rodenticides, insecticides, plant growth activators/ regulators, foods products, food/feed additives etc.

  • c) All enzymes and other products from animal, microbial and plant sources, vegetable and herbal extracts.

  • d) Surgical instruments, injectibles, oils, perfumes, vaccines, hospital requisites, tinctures, extracts, capsules, syrups, tablets, ointments, tonics, alkaloids, steroids, diagnostic products and equipments, appliances and accessories.

• ii. To do innovation, design, develop process and technology in respect of any of the above and subject the same to commercial exploitation.

• iii. To grow, cultivate, plant, crush, utilise, manufacture, blend, distill, extract, refine, formulate, acquire, process, bottle, pack, repack, preserve, import, export, buy, sell, stock, distribute, to act as brokers, contractors, sub-contractors or agents for others and generally to deal in herbs and plants of every description and nature.

• iv. To establish laboratory and related infrastructure for the Research and development of products needed for Company’s business and to do contract research and manufacturing.

• v. To engage into all kinds of business activities related to research and development in all fields of pharmaceuticals and life sciences including but not limited to genomics, pharmaceuticals, molecular discovery, drug development, biotechnology, diagnostics, informatics services, data management, bio-equivalence studies, pharmacokinetics, clinical trials, clinical researches, Active Pharmaceutical Ingredients and pharmaceuticals, and to render contract / consultancy services and to do contract / toll manufacturing in all or any of the areas mentioned above or ancillary or incidental thereto and healthcare services including medical transcription, insurance, out-patient care, hospitals and emergency services.

• n. i. To brew, distil, bottle, pack, can, preserve, dehydrate, manufacture, produce, blend, extract, refine, formulate, compound, process, cultivate, import, export, buy, sell, stock, distribute, broker and generally to deal in:

  • a. Alcohol of all types including potable alcohol, industrial alcohol, extra neutral alcohol, absolute alcohol, liquors of every description including without limitation, Indian made foreign liquors, country liquors, wines, whiskies, gin, rum, brandy, spirits, beers, rectified spirits, whether produced from sugarcane juice, sugarcane molasses, grains, fruits, hops, molasses from beetroot or any other cellulosic material;

  • b. Products or by-products of all or any of the above whether intoxicating or not

• ii. To carry on all or any of the businesses at (a) and (b) above, either for its own benefit or on behalf of or as contractors or agents of others, as exporters, importers, distillers, commission agents, contractors, warehousemen, bottlers, bottle makers, bottle stopper makers, potters, manufacturers of and dealers in aerated and mineral waters and other drinks, licensed victualers, beer house keepers, yeast dealers etc.

• iii. To grow, cultivate, pack, can, preserve, dehydrate, produce, compound, process, import, export, buy, sell, stock, distribute, to act as brokers, contractors, sub-contractors or agents for others and generally to deal in porter, malt, hops, corn, grain, meal yeast carbonic acid gas, fruits, herbs, vegetables, plants, grapes, mustard, pickles, sauces, condiments of all kinds, cocoa, coffee, preserves, and all other commodities and things and by-products from all or any of the above whether intoxicating or not.

• o. To set up, promote, develop, encourage, organize, operate and maintain or assist in the formation of all or any kind of infrastructure facilities and services including but not limited to the establishment of Special Economic Zone(s), Free Trade Zone(s), Export Processing Zone(s), Industrial Estate(s), Information Technology Park(s), Software Park(s), Biotechnology Park(s), Electronic Hardware Technology Park(s), Parks for bio and chemo informatics/clinical research/ chemistry services or any other such Zone/Park/Estate in any part of the country or abroad, in accordance with the policies of the Government of Ind ia or any other Government or its department(s) or any agency or any regulatory body formed in this regard and to undertake and carry on all such activities as may for the time being be permitted to be carried on in such Zone(s)/Park(s)/Estate(s) or other infrastructure facilities including but not limited to the following :

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• i) To undertake, construct, re-construct, build, erect, fabricate, develop, organize, re-organize, maintain, operate, alter, improve, repair, decorate, establish, furnish, buy, sell, own, let, sub-let, take or give on hire or lease, acquire, demolish, dispose of, exchange, transfer or otherwise deal in:

• (a) houses, lands, plots, buildings, hereditaments, flats, recreational centers, parks and gardens, hotels, cinema halls, multiplexes, shopping malls, markets, commercial establishments, factories, godowns, warehouses, structures and immovable properties of any tenure or description;

• (b) infrastructure facilities including docks, harbours, wharves, canals, water courses, reservoirs, embankments, irrigation, reclamations, railways, roadways, tramways and other transport systems, drainage and other sanitary works, roads, highways, bridges, tunnels, barrages, fly- overs, airports, airways, cargo movement and management systems, cargo handling equipments, ports, industrial parks, water supply projects, irrigation projects, inland water ways and inland ports, water treatment systems, solid waste management systems, sanitation and sewerage systems and any other public facilities of a similar nature;

• (c) all essential infrastructural inputs as may be necessary Including installations of water, gas, electric and other supply works;

• (d) any project for acquiring/providing telecommunication services, security services and other services of similar kind or nature;

• ii) To organize, undertake and carry on the business of contract builders, earth-work, masonry and general construction contractors and haulers;

• iii) To sell, lease or otherwise transfer properties on such terms as may be decided and to carry on business as estate agents and estate managers and to collect rents, repair, look after and manage immovable properties of or for any persons, firms and companies, governments and States as well as of this Company;

• iv) To render consultancy and / or other services or to enter into any arrangement by way of turnkey project or otherwise involving the supply of technical, civil, financial, administrative or for any other such matter in relation to setting up of Special Economic Zone(s), Information Technology Park(s), Software Park(s), Industrial Estate(s) or any other such Zone/Park/Estate.

5. RATIONALE FOR THE SCHEME

The Rationale for the Scheme, as also its benefits, are as follows:

• 5.1 The API Business and the Formulations Business require different leadership skills and focus. Currently, both businesses are housed in the Transferor Company, where the leadership is better suited and capable of handling and nurturing the formulation side of the business including specialty pharmaceuticals. The API Business is more oriented toward synthetic and medicinal chemistry and hence, attention is diverted from the Transferor Company’s core pharmaceuticals business. Accordingly, separation of the API Business will help the Transferor Company increase focus on core pharmaceutical business;

• 5.2 Further, the transfer of the API Business to the Transferee Company (where there is a focused leadership team to drive the synthetic and medicinal chemistry business operations of the group) along with the contract development and manufacturing operations (“CDMO”) will not adversely impact customer needs or the API Business interests of the group, on the contrary, it will create synergies and efficiencies since the business will be driven by the leadership team directly responsible for the relevant business. This may enable cross leveraging of relevant customer relationship exiting at different places.

• 5.3 Creation of a separate, distinct and focussed entity housing the API Undertaking leading to greater operational and administrative efficiencies for the API Undertaking;

• 5.4 Segregation of the API business by Transferor Company and transfer & vesting of the same into the Transferee Company will ensure required depth and focus on each of the businesses and adoption of strategies necessary for the growth of the respective businesses;

• 5.5 Unlocking of value for the shareholders of the Transferor Company by transfer of the API Undertaking, which would enable optimal exploitation, monetization and development of the Residual Undertaking by attracting focused investors, joint venture partners and strategic partners having the necessary ability, experience and interests in this sector and by allowing pursuit of inorganic and organic growth opportunities in such businesses; and

• 5.6 Enabling the business and activities to be pursued and carried on with greater focus and attention through two separate companies each having its own separate administrative set up and dedicated management.

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6. SALIENT FEATURES OF THE SCHEME OF ARRANGEMENT

The salient features of the Scheme of Arrangement are as under:

1. TRANSFER AND VESTING OF THE API UNDERTAKING INTO THE TRANSFEREE COMPANY

• 1.1 Upon the Effective Date and with effect from the Appointed Date, the API Undertaking of the Transferor Company, together with its rights, benefits, interests and obligations therein, shall, in accordance with Section 2(19AA) of the Income Tax Act, 1961 (‘IT Act’) and Sections 230 to 232 and other applicable provisions of the Act, stand demerged and be transferred and vested in the Transferee Company, on a going concern basis, without any requirement of any further act, instrument or deed so as to become as and from the Appointed Date, the undertaking of the Transferee Company, and to vest in the Transferee Company, all the Assets, Intellectual Property, Liabilities, rights, title, interest or obligations of the API Undertaking therein, in the manner described hereunder.

2. TRANSFER OF ASSETS

• 2.1 Upon the Effective Date and with effect from the Appointed Date, all Assets that are movable or intangible in nature, as identified and applicable or are otherwise capable of transfer by manual or constructive delivery or by endorsement and delivery, shall stand transferred to and vested in the Transferee Company and shall become the property and an integral part of the Transferee Company (to the extent permissible under Applicable Law) without any further act, instrument or deed. The vesting pursuant to this Clause 2.1 shall be deemed to have occurred by manual or constructive delivery or by endorsement and delivery, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly to the Transferee Company.

• 2.2 Upon the Effective Date and with effect from the Appointed Date, all movable Assets, other than those specified in Clause 2.1 above, including cash and cash equivalents, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, inter corporate deposits and receivables between companies, bank balances and deposits, if any, with government, semi-government, local and other authorities and bodies, customers and other persons shall without any requirement of any further act, instrument or deed become the property of the Transferee Company.

• 2.3 Upon the Effective Date and with effect from the Appointed Date, all lease or license or rent agreements pertaining to the API Undertaking, entered into by the Transferor Company with various landlords, owners and lessors in connection with the use of the Assets, together with security deposits, shall stand automatically transferred in favour of the Transferee Company on the same terms and conditions, subject to Applicable Law, without any further act, instrument or deed. The Transferee Company shall continue to pay rent amounts as provided for in such agreements and shall comply with the other terms, conditions and covenants thereunder and shall also be entitled to refund of security deposits paid under such agreements by the Transferor Company.

• 2.4 Upon the Effective Date and with effect from the Appointed Date, all Intellectual Property, as identified and applicable pertaining to the API Undertaking, shall without any requirement of any further act, instrument or deed, stand transferred to and vested in the Transferee Company. This Scheme shall serve as a requisite consent for use and transfer of such Intellectual Property without requiring the execution of any further deed or document, so as to transfer the said Intellectual Property in favour of the Transferee Company.

• 2.5 Upon the Effective Date and with effect from the Appointed Date, the Transferor Company agrees to execute and deliver at the request of the Transferee Company, all papers and instruments required in respect of the Intellectual Property, as identified and applicable, to vest such rights, title and interest in the name of the Transferee Company and in order to update the records of the respective registries to reflect the name and address of the Transferee Company as the owner of such Intellectual Property.

• 2.6 Upon the Effective Date and with effect from the Appointed Date, in relation to Assets, if any, which require separate documents for vesting in the Transferee Company, or which the Transferor Company and/ or the Transferee Company otherwise desire to be vested separately, the Transferor Company and the Transferee Company will execute such deeds, documents or such other instruments, if any, as may be mutually agreed.

• 2.7 Upon the Effective Date and with effect from the Appointed Date, all Assets acquired by the Transferor Company after the Appointed Date and prior to the Effective Date for operation of the API Undertaking shall be deemed to have been acquired for and on behalf of the Transferee Company and shall also stand transferred to and vested in the Transferee Company.

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• 2.8 Upon the Effective Date and with effect from the Appointed Date, the past track record of the Transferor Company relating to the API Undertaking, including without limitation, the profitability, experience, credentials and market share, shall be deemed to be the track record of the Transferee Company for all commercial and regulatory purposes including for the purposes of eligibility, standing, evaluation and participation of the Transferee Company in all existing and future bids, tenders, contracts and incentive schemes of all ministries, authorities, agencies and clients.

3. TRANSFER OF LIABILITIES

• 3.1 Upon the Effective Date and with effect from the Appointed Date, all Liabilities (more particularly described in Clause 1.5(viii) of Part A of the Scheme) shall stand transferred, or be deemed to have been transferred to the Transferee Company so as to become from the Appointed Date, the Liabilities of the Transferee Company and the Transferee Company undertakes to meet, discharge and satisfy the same.

• 3.2 It is hereby clarified that, unless expressly provided for, it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen, in order to give effect to the provisions of Clause 3.

• 3.3 Where any of the Liabilities on the Appointed Date have been discharged by the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company.

• 3.4 Upon the Effective Date and with effect from the Appointed Date, all loans raised and used, and Liabilities incurred, if any, by the Transferor Company after the Appointed Date, but prior to the Effective Date, for the API Undertaking shall be deemed to be transferred to, and discharged by the Transferee Company.

• 3.5 The vesting of the API Undertaking as aforesaid, shall be subject to the existing securities, charges, hypothecation and mortgages, if any, subsisting in relation to any loans or borrowings of the API Undertaking, provided however, any reference in any security documents or arrangements to which the Transferor Company is a party, wherein the Assets of the API Undertaking have been or are offered or agreed to be offered as securities for any financial assistance or obligations, shall be construed as a reference to only the Assets pertaining to the API Undertaking as are vested in the Transferee Company as per this Scheme, to the end and intent that any such security, charge, hypothecation and mortgage shall not extend or be deemed to extend to any of the other Assets of the Transferor Company or any of the Assets of the Transferee Company. Provided further, that the securities, charges, hypothecation and mortgages (if any subsisting) over and in respect of the Assets or any part thereof of the Transferee Company shall continue with respect to such Assets or part thereof and this Scheme shall not operate to enlarge such securities, charges, hypothecation and mortgages.

• 3.6 Upon the Effective Date, the borrowing limits of the Transferee Company shall, without any requirement of any further act or deed, stand enhanced by an amount being the aggregate of the Liabilities pertaining to the API Undertaking which are being transferred to the Transferee Company pursuant to this Scheme and the Transferee Company shall not be required to pass any separate resolution in this regard.

4. CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS.

• 4.1 Upon the Effective Date and with effect from the Appointed Date and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements entered into with various persons including independent consultants, subsidiaries/associate/joint venture companies and other shareholders of such subsidiaries/ associate/ joint venture companies, arrangements and other instruments of whatsoever nature in relation to the API Undertaking, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect on or against or in favour of, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto or thereunder.

• 4.2 Without prejudice to the other provisions of this Scheme and notwithstanding that the vesting of the API Undertaking with the Transferee Company occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the Effective Date in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

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• 4.3 Without prejudice to the generality of the foregoing, it is clarified that upon the Effective Date and with effect from the Appointed Date, all consents, agreements, permissions, all statutory or regulatory licenses, certificates, insurance covers, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company in relation to the API Undertaking shall stand transferred to the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company. In so far as the various incentives, subsidies, schemes, special status and other benefits or privileges enjoyed, granted by any governmental body, local authority, or by any other person, or availed by the Transferor Company in relation to the API Undertaking are concerned, the same shall vest with and be available to the Transferee Company on the same terms and conditions as applicable to the Transferor Company, as if the same had been allotted and/ or granted and/ or sanctioned and/ or allowed to the Transferee Company.

• 4.4 Upon the Effective Date and with effect from the Appointed Date, all the resolutions, if any, of the Transferor Company which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as the resolutions of the Transferee Company to the extent such resolutions pertain to the API Undertaking, and, if any such resolutions have an upper monetary or any other limits imposed under the provisions of the Act, then the said limits shall apply mutatis mutandis to such resolutions and shall constitute the aggregate of the said limits in the Transferee Company.

5. PERMIT

• 5.1 All governmental approvals and other consents, permissions, quotas, rights, authorisations, entitlements, noobjection certificates and licenses, including those relating to tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be entitled to use and which may be required to carry on the operations of the API Undertaking, and which are subsisting or in effect immediately prior to the effectiveness of this Scheme, shall be, and remain, in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, the Transferee Company had been a party, a beneficiary or an obligee thereto.

• 5.2 The Transferee Company shall be entitled to undertake and carry out the business pertaining to the API Undertaking pursuant to the effectiveness of this Scheme on its own account, pending the transfer of any approvals and other consents, registrations, permissions, quotas, rights, authorisations, entitlements, no-objection certificates and licenses, privileges, powers and facilities of every kind and description, that may be required under Applicable Law in the name of the Transferee Company and would be entitled to make any applications, requests and the like in this regard.

6. EMPLOYEES

• 6.1 Upon the Effective Date, the employees of the API Undertaking as on the Effective Date, shall be deemed to have become employees of the Transferee Company, without any interruption of service and on the basis of continuity of service and on the same terms and conditions as those applicable to them with reference to the Transferor Company as on the Effective Date. The services of such employees, if any, with the Transferor Company up to the Effective Date shall be taken into account for the purposes of all benefits to which the employees, may be eligible under Applicable Law.

• 6.2 Upon the Effective Date, all contributions to funds and schemes in respect of provident fund, employee state insurance contribution, gratuity fund, superannuation fund, staff welfare scheme or any other special schemes or benefits created or existing for the benefit of the employees of the API Undertaking, if any, shall be made by the Transferee Company in accordance with the provisions of such schemes or funds and Applicable Law.

• 6.3 The existing provident fund, employee state insurance contribution, gratuity fund, superannuation fund, the staff welfare scheme and any other schemes or benefits created by the Transferor Company for the employees of the API Undertaking, shall be continued on the same terms and conditions and be transferred to the existing provident fund, employee state insurance contribution, gratuity fund, superannuation fund, staff welfare scheme, etc., being maintained by the Transferee Company without any requirement of any separate act or deed/approval. In relation to the employees of the API Undertaking, for whom the Transferor Company is making contributions to the government provident fund, the Transferee Company shall stand substituted for the Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such employees.

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7. CONTINUATION OF LEGAL PROCEEDINGS

• 7.1 Upon the Effective Date, all legal or other proceedings (including before any statutory or quasi-judicial authority or tribunal) by or against the Transferor Company, whether pending on the Appointed Date, or which may be instituted any time in the future (irrespective of whether they relate to periods on or prior to the Appointed Date) and in each case relating to the API Undertaking (“ Proceeding(s) ”) shall be continued and enforced by or against the Transferee Company after the effectiveness of this Scheme, to the extent legally permissible. To the extent such Proceedings cannot be taken over by the Transferee Company, such proceedings shall be pursued by the Transferor Company as per the instructions of and entirely at the costs and expenses of the Transferee Company.

• 7.2 If any Proceedings are initiated or carried on against the Transferor Company in respect of the matters referred to in Clause 7.1 above, it shall defend the same in accordance with the advice of the Transferee Company and at the cost of the Transferee Company, and the latter shall reimburse, indemnify and hold harmless the Transferor Company against all liabilities and obligations incurred by the Transferor Company in respect thereof.

• 7.3 If any Proceeding(s) is/ are pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of this Scheme and the proceedings may be continued, prosecuted and enforced, by or against the Transferee Company in the same manner and to the same extent as they would or might have been continued, prosecuted and enforced by or against the Transferor Company, as if this Scheme had not been made.

• 7.4 Any difference or difficulty as to whether any specific legal or other proceedings relates to the API Undertaking, shall be mutually decided between the Board of Directors of the Transferor Company and the Transferee Company and such mutual decision shall be conclusive and binding on the Transferor Company and the Transferee Company.

8. TREATMENT OF TAXES

• 8.1 Upon the Effective Date and with effect from the Appointed Date, all taxes and duties payable by the Transferor Company (including under the IT Act, Customs Act, 1962, Central Excise Act, 1944, state sales tax laws, State excise Acts, Central Sales Tax Act, 1956, value added tax/ service tax, goods and services tax laws and all other Applicable Laws), accruing and relating to the API Undertaking from the Appointed Date onwards, including but not limited to tax deducted at source, tax collected at source any refund and claims shall, for all purposes, be treated as tax deducted at source or tax collected at source, refunds and claims, as the case may be, of the Transferee Company.

• 8.2 Upon the Effective Date and with effect from the Appointed Date, all unutilized credits and exemptions, benefit of carried forward losses, unabsorbed depreciation and other statutory benefits, including in respect of income tax (including but not limited to tax deducted at source, tax collected at source, tax credit, minimum alternative tax credits, foreign tax credits etc.), Goods and service tax input tax credits, cenvat, customs, value added tax, sales tax, service tax etc. relating to the API Undertaking to which the Transferor Company is entitled to shall be available to and vest in the Transferee Company, without any requirement of any further act or deed.

• 8.3 Upon this Scheme becoming effective, the Transferor Company and the Transferee Company are permitted to revise and file their respective income tax returns, withholding tax returns, including tax deducted at source certificates, sales tax/value added tax returns, service tax returns, Goods and service tax returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/credits, pursuant to the provisions of this Scheme.

• 8.4 The Board of Directors of the Transferor Company and the Transferee Company shall be empowered to determine if any specific tax liability or any tax proceeding relates to the API Undertaking and whether the same would be transferred to the Transferee Company.

• 8.5 Upon this Scheme becoming effective, any tax deposited, certificates issued or returns filed by the Transferor Company relating to the API Undertaking shall continue to hold good as if such amounts were deposited, certificates were issued and returns were filed by the Transferee Company.

• 8.6 All the expenses incurred by the Transferor Company and the Transferee Company in relation to the demerger of the API Undertaking, including stamp duty expenses, if any, shall be allowed as deduction to the Transferor Company and the Transferee Company in accordance with Section 35DD of the IT Act over a period of 5 years beginning with the previous year in which this Scheme becomes effective.

• 8.7 Any refund under the tax laws due to the Transferor Company pertaining to the API Undertaking consequent to the assessments made on the Transferor Company and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall belong to and be received by the Transferee Company. The relevant

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authorities shall be bound to transfer to the account of and give credit for the same to the Transferee Company upon the passing of the orders on this Scheme by the NCLT upon relevant proof and documents being provided to the said authorities.

• 1.8 The Transferor Company may be entitled to various incentive schemes and pursuant to this Scheme, it is declared that the benefits under all such schemes and policies pertaining to the API Undertaking shall stand transferred to and vested in the Transferee Company and all benefits, entitlements and incentives of any nature whatsoever including benefits under the income tax, Central and State excise, sales tax, VAT, service tax, goods and services tax, Foreign trade policy, exemptions, concessions, remissions, subsidies and other incentives in relation to the API Undertaking, to the extent statutorily available, shall be claimed by the Transferee Company.

9. SAVING OF CONCLUDED TRANSACTIONS

• 9.1 The transfer of Assets and Liabilities to, and the continuance of proceedings by or against, the Transferee Company shall not affect any transaction or proceedings already concluded by the Transferor Company on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of itself.

10. CONDUCT OF BUSINESS

• 10.1 Subject to the effectiveness of this Scheme, with effect from the Appointed Date and upto and including the Effective Date:

• (i) the Transferor Company undertakes to carry on and shall be deemed to carry on all businesses and activities and stand possessed of the Assets of the API Undertaking, for and on account of and in trust for the Transferee Company; and

• (ii) all income, receipts, profits accruing to the Transferor Company and attributable to the API Undertaking and all taxes thereon or Liabilities or losses arising or incurred by it with respect to the API Undertaking shall, for all purposes, be treated as and deemed to be the income, expenses, payments, profits, Liabilities, taxes or losses, as the case may be, of the Transferee Company.

• 10.2 Subject to the effectiveness of this Scheme, with effect from the date of approval of this Scheme by the Board of Directors of the Transferor Company and the Transferee Company, and up to and including the Effective Date, the Transferor Company shall carry on the business of the API Undertaking with reasonable diligence and business prudence and in the same manner as it had been doing hitherto.

• 10.3 The Transferee Company shall also be entitled, pending the effectiveness of this Scheme, to apply to the central government, state government, and all other agencies, Government departments and statutory authorities concerned, wherever necessary, for such consents, approvals and sanctions which the Transferee Company may require including the registration, approvals, licenses, exemptions, reliefs, etc., as may be required/granted under any Applicable Law for carrying on the business of the API Undertaking.

• 10.4 It is hereby clarified that if any Assets (including but not limited to any estate, rights, title, interest in or authorities relating to such Assets) which the Transferor Company owns, any Liabilities and/ or any contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature (“ Contracts ”) in relation to the API Undertaking to which the Transferor Company is a party, have not been transferred to the Transferee Company, the Transferor Company shall hold such Asset, Liabilities and/ or Contracts, as the case may be, in trust for the benefit of the Transferee Company till the time such Assets, Liabilities and/ or Contracts are duly transferred to the Transferee Company and to this end, the Transferor Company shall render all necessary assistance to and fully cooperate with, the Transferee Company with respect to such Assets, Liabilities and/ or Contracts by the Transferee Company.

• 10.5 Unless otherwise specified in this Scheme, if there are any assets, liabilities, contracts, properties, services and/ or resources which are utilized by the API Undertaking and the Residual Undertaking or which are shared between or are common to both the aforesaid undertakings, the Board of Directors of the Companies shall be empowered to take appropriate decisions for allocation of such shared/ common assets, liabilities, contracts, properties, services and/ or resources and the Companies shall be permitted to enter into appropriate arrangements for the continued utilization of such common/ shared assets, liabilities, contracts, properties, services and/ or resources, as the case may be, upon mutually agreed terms.

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11. CONSIDERATION

• 11.1 No shares will be issued by the Transferee Company to the shareholders of the Transferor Company pursuant to this Scheme since the shareholders of the Transferor Company (i.e. Jubilant Pharma Limited along with its nominee(s)) is a wholly-owned subsidiary of the Transferee Company.

12. REDUCTION OF SECURITIES PREMIUM

• 12.1. Further to Clause 14 of Part B of the Scheme, the adjustment equal to the book values of the API Undertaking as per Clause 14.1(i) of the Scheme shall be made, first in the capital reserve to the extent available and residual balance, if any, in the securities premium under the head “Other Equity” of the Transferor Company, and such consequential capital reduction shall be effected as an integral part of this Scheme itself, and not under a separate procedure in terms of Section 52(1) read with Section 66 of the Act, and the order of the NCLT sanctioning this Scheme shall be deemed to be an order under Section 66 of the Act, or any other applicable provisions, confirming the reduction. The consent of the shareholders of the Transferor Company and the Transferee Company to this Scheme shall be deemed to be the consent of its shareholders for the purpose of effecting the reduction under the provisions of Section 52(1) read with Section 66 of the Act as well and no further compliances would be separately required.

• 12.2. The Transferor Company shall not be required to add the words “and reduced” as a suffix to its name consequent upon the reduction of capital under Clause 12.1 of Part B of the Scheme.

• 12.3. The reduction of capital of the Transferor Company, as above, does not involve any diminution of liability in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.

13. RESIDUAL UNDERTAKING OF THE TRANSFEROR COMPANY

• 13.1 The Transferee Company shall have no right, claim, interest or obligation in relation to the Residual Undertaking and all assets, liabilities, rights, title, interest or obligations thereto shall remain with, and continue to be that of the Transferor Company.

• 13.2 All legal, taxation and other proceedings whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) by or against the Transferor Company under any statute, whether pending on the Effective Date or which may be instituted at any time thereafter, and in each case pertaining to the Residual Undertaking shall be continued and enforced by or against the Transferor Company after the Effective Date. The Transferee Company shall in no event be responsible or liable in relation to any such legal or other proceeding against the Transferor Company.

• 13.3 Without prejudice to this Scheme, with effect from and beyond the Effective Date, the Transferor Company:

• (i) shall be deemed to have been carrying on and to be carrying on all the business and activities relating to the Residual Undertaking for and on its own behalf; and

• (ii) all profits accruing to the Transferor Company thereon or losses arising or incurred by it relating to the Residual Undertaking shall for all purposes be treated as the profits or losses, as the case may be, of the Transferor Company.

14. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEROR COMPANY

• 14.1 Upon this scheme coming into effect on the Effective Date, and with effect from the Appointed Date, the Transferor Company shall account for the demerger of the API Undertaking in its books of accounts in accordance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time and generally accepted accounted principles as under:

• (i) The Transferor Company shall reduce the book values of assets and liabilities of the API Undertaking as at the close of business on the day immediately preceding the Appointed Date in its books of accounts; and

• (ii) Upon this scheme coming into effect on the Effective Date, the Transferor Company shall make an adjustment equal to the book values of the API Undertaking as per clause (i) above, in the Retained Earnings/Capital Reserve under the head “Other Equity”.

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15. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

  - 15.1 Upon this scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall account for the demerger and vesting of the API Undertaking with the Transferee Company in its books of accounts in accordance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time and generally accepted accounted principles as under:

     - (i)  The Transferee Company shall record the Assets and Liabilities of the API Undertaking vested in it pursuant to this scheme at the respective book values appearing in the books of accounts of the Transferor Company;

     - (ii)  The loans and advances or payables or receivables or arrangement of any kind, held inter se, if any, shall stand cancelled; and

     - (iii) The difference between the book value of Assets and Liabilities as recorded under the clause (i) above and after considering the cancellation of inter-company balances in accordance with clause (ii) above, shall be recorded as Capital Reserve.

1. DIRECTORS, PROMOTERS AND KEY MANAGERIAL PERSONNEL:

2. i) The Scheme would not have any effect on the Directors or Key Managerial Personnel of the Applicant Companies. The Scheme is not intended, in any manner, to have any beneficial effect on the material interest, if any, of the Directors of the Applicant Companies, except to the extent of their shareholdings, if any.

3. ii) The details of the present Directors and the Key Managerial Personnel (KMPs) of the Applicant Companies and shareholding pattern are as follows:

As on date, list of Promoters and Directors of the Transferor Company

Sr. No.	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Jubilant Pharma Limited	Promoter	80 Robinson Road, #02-00, Singapore 068898
2	Ms. Sudha Pillai	Director	D-241, Second Floor, Sarvodaya Encalve, New Delhi – 110017
3	Mr. Arvind Chokhany	Director	402, Dosti Ambrosia, Dosti Acres, Wadala East, Mumbai AntopHill, Mumbai, Maharashtra, 400037
4	Mr. Pramod Yadav	Director	1869 Field Stone Ln, YardleyPA 19067 6475, USA
5	Mr. Anant Pande	Director	A-3/610 Towers Silver City, Sector 93, Dadri, Noida, U.P.- 201304
6	Mr. Christopher Stanley Krawtschuk	Director	490 Foothill Rd, Bridgewater, New Jersey - 088072254 United States
7	Mr. Jasdeepsingh Gurdeepsingh Sood	Whole-time Director	201, Challengers Tower No. 1, Behind Takur Cinema, Takur Village, Kandivali East, Mumbai, Maharashtra- 400101

As on date, list of Promoters and Directors of the Transferee Company

Sr. No.	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Mr. Shyam Sunder Bhartia	Chairman and Promoter	27 Claymore Road # 04-02, Te Claymore, Singapore 229544
2	Mr. Hari Shanker Bhartia	Co-chairman and Managing Director and Promoter	2, Amrita Shergill Marg, New Delhi – 110003, India
3	Mr. S. Sridhar	Director	D-905, Ashok Towers, Dr. S.S. Rao Road, Parel, Mumbai – 400012, India
4	Ms. Sudha Pillai	Director	D-241, 2nd Floor, Sarvodaya Enclave, New Delhi – 110017, India
5	Dr. Ashok Misra	Director	68, Adarsh Vista, Basavanagar, Bangalore – 560037, India

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Sr. No.	Name	Promoter/ Director	Residential/ Registered Ofce Address
6	Mr. Sushil Kumar Roongta	Director	D-91, Te Pinnacle, DLF Phase-V, Opp., DLF Golf Course Gurgaon - 122009, Haryana, India
7	Mr. Vivek Mehra	Director	B-314 New Friends ColonyNew Delhi -110065, India
8.	Mr. Arun Seth	Director	A-7 Geetanjali Enclave, South Delhi, New Delhi – 110017, India
9.	Mr. Priyavrat Bhartia	Director	19, Friends Colony(West), New Delhi – 110065, India
10.	Mr. Arjun Shanker Bhartia	Director	2, Amrita Shergill Marg, New Delhi – 110003, India
11.	Mr. Pramod Yadav	Director	1869 Fieldstone Lane, Yardley, PA 19067, USA
12.	Mr. Arvind Chokhany	Group Chief Financial Ofcer and Whole- time Director	402, Dosti Ambrosia, Dosti Acres, Wadala East, Mumbai - 400037, Maharashtra

As on date, Shareholding Pattern of the Transferor Company

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Sr. No. Particulars No. of Equity Shares of face % Holding
value of Rs. 10 each
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Sr. No.	Particulars	No. of Equity Shares of face value of Rs. 10 each	% Holding
A.Promoter and Promoter Group
1	Jubilant Pharma Limited	25,79,659	100.00
2	Jubilant Pharma Limited jointly with Mr. Arun Kumar Sharma	1	0.00
3	Jubilant Pharma Limited jointly with Mr. Sanjay Das	1	0.00
4	Jubilant Pharma Limited jointly with Mr. Nikhil Bihari Pandey	1	0.00
5	Jubilant Pharma Limited jointly with Mr. Anuj Jain	1	0.00
6	Jubilant Pharma Limited jointly with Mr. Tushar Gupta	1	0.00
7	Jubilant Pharma Limited jointly with Mr. Nikhil Jain	1	0.00
B.	Public	-	-
	Total	2,579,665	100.00

As on date, Shareholding Pattern of the Transferee Company

Sr. No.	Particulars	No. of Equity Shares of face value of Re. 1 each	% Holding
A. Promoter and Promoter Group
1	Mr. Shyam Sunder Bhartia	13,99,925	0.88
2	Mr. Hari Shanker Bhartia	3,60,885	0.23
3	Ms. Kavita Bhartia	10,285	0.01
4	Mr. Priyavrat Bhartia	3,085	0.00
5	Mr. Shamit Bhartia	1,29,245	0.08

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Sr. No. Particulars No. of Equity Shares of face % Holding
value of Re. 1 each
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Sr. No.	Particulars	No. of Equity Shares of face value of Re. 1 each	% Holding
6	Jaytee Private Limited	7,600	0.00
7	Nikita Resources Private Limited	35,04,540	2.20
8.	SPB Trustee Company Private Limited & SS Trustee Company Private Limited (jointly on behalf of Shyam Sunder Bhartia Family Trust	3,26,86,161	20.52
9.	HSB Trustee Company Private Limited & HS Trustee Company Private Limited (jointly on behalf of Hari Shanker Bhartia Family Trust)	3,02,57,475	19.00
10.	MAV Management Advisors LLP	50,11,400	3.15
11.	Jubilant Enpro Private Limited	21,16,000	1.33
12.	Miller Holdings Pte. Limited	52,30,455	3.28
13.	Jubilant Consumer Private Limited	-	0.00
14.	Jubilant Advisors LLP	-	0.00
15.	Torino Overseas Limited	-	0.00
16.	Cumin Investments Limited	-	0.00
17.	Rance Investment Holdings Limited	-	0.00
18.	VAM Holdings Limited	-	0.00
Total (A)		8,07,17,056	50.68
B. Non Promoter Shareholding		7,85,64,083	49.32
Total		15,92,81,139	100.00

1. STATEMENT DISCLOSING DETAILS OF SCHEME OF ARRANGEMENT AS PER SUB-SECTION 3 OF SECTION 230 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES 2016

**Sr. No. **	Particulars	Jubilant Generics Limited (Transferor Company)	Jubilant Pharmova Limited (Transferee Company)
i	Details of the order of the NCLT directing the calling, convening and conducting of the meeting:
A	Date of the order	Order dated November 15, 2021
B	Date, time and venue of the meeting	-	Saturday, January 15, 2022 at 1.30 p.m. at Bhartiagram, Gajraula, District Amroha - 244223, Uttar Pradesh (India)
ii	Details of the Companies
A	Corporate Identifcation Number (CIN)	U24100UP2013FLC060821	L24116UP1978PLC004624
B	Permanent Account Number (PAN)	AADCJ2401L	AABCV0200H
C	Name of Company	Jubilant Generics Limited	Jubilant Pharmova Limited
D	Date of incorporation	November 25, 2013	June 21, 1978
E	Type of Company	Limited company	Limited company

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**Sr. No. **	Particulars	Jubilant Generics Limited (Transferor Company)	Jubilant Pharmova Limited (Transferee Company)
F	Registered Ofce Address and E-mail address	Address:Plot 1A, Sector 16A, Institutional Area, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301 Email: Shwetank.Tiwari@jubl.com	Address: Bhartiagram Gajraula, District Amroha - 244223, Uttar Pradesh, India Email: investors@jubl.com
G	Summary of main objects as per the Memorandum of Association; and main business carried on by the Company	Te Transferor Company is primarily engaged in the following businesses: a) Manufacture, sale, distribution, marketing and supply of APIs, including from its manufacturing facility at Nanjangud, Karnataka and conducting research and development in relation to APIs through its research and development centers in Nanjangud, Karnataka and Noida, Uttar Pradesh. b) Manufacture and supply of dosage formulations (solid and injectables), including from its manufacturing facility at Roorkee, Uttarakhand and also including trading of such dosage formulations (solid and injectables), India Branded Pharmaceuticals (IBP) business, conducting research and development in respect of its Formulations Business at its research and development centers in Noida, Uttar Pradesh.	Te Transferee Company is currently engaged in the businesses of providing management services and is also inter alia, engaged in the following businesses, through its direct and indirect, wholly-owned subsidiaries, including Jubilant Pharma Limited: (i)Manufacture and supply of APIs, solid dosage formulations, radiopharmaceuticals, allergy therapy products and contract manufacturing of sterile injectables and non-sterile products through 6 manufacturing facilities that cater to all the regulated markets including the USA, Europe and other geographies and a network of over 48 radiopharmacies in the United States; (ii)Drug discovery and development solutions business which provides proprietary in-house innovation and collaborative research and partnership for out-licensing; and (iii)Undertaking preclinical research and development and providing various drug discovery services to global pharmaceutical and biotech companies, including in the areas of medicinal chemistry, invitro biology, in vivo biology, structural biology, drug metabolism and pharmacokinetics, toxicology and discovery informatics. Te Transferee Company is also engaged in in-house drug discovery for small molecules in various therapeutic areas and also enters into collaboration with various companies/academic universities in the feld of research and development.
H	Details of change of name, Registered Ofce and objects of the Company during the last fve years.	Tere is no change of name, registered ofce and objects of the Company during the last fve years.	Tere is no change in registered ofce and objects of the Company during the last fve years. However, the Company has changed its name from Jubilant Life Sciences Limited to Jubilant Pharmova Limited efective from February 1, 2021 pursuant to Order of the NCLT, Allahabad dated December 23, 2020.

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**Sr. No. **	Particulars	Jubilant Generics Limited (Transferor Company)	Jubilant Pharmova Limited (Transferee Company)
I	Name of stock exchange(s) where securities of the Company are listed, if applicable.	Unlisted	1. National Stock Exchange of India Limited 2. BSE Limited
J	Details of capital structure - Authorized, Issued, subscribed and paid-upshare capital	As per Para 3(iii) of the Explanatory Statement and Clause 2.1.2 of Part A of the Scheme	As per Para 4(iii) of the Explanatory Statement and Clause 2.2.1 of Part A of the Scheme
K	Name of the promoters and directors alongwith their addresses	Please refer Para 7(ii) of this ExplanatoryStatement	Please refer Para 7(ii) of this ExplanatoryStatement
iii	If the Scheme of Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such Scheme of Arrangement including holding, subsidiaryor associate companies.	Wholly-owned Subsidiary of the Transferee Company	Holding Company of the Transferor Company
iv	Te date of Board Meeting at which the scheme was approved by the Board of Directors including the name of Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution.	Te Board of Directors has approved the Scheme on July 16, 2021. Te Board meeting held on July 16, 2021 was attended by Ms. Sudha Pillai, Mr. Arvind Chokhany, Mr. Pramod Yadav, Mr. Anant Pande, Mr. Christopher Krawtschuk and Mr. Jasdeepsingh G. Sood and the resolution was passed unanimously.	Te Board of Directors has approved the Scheme on July 23, 2021. Te Board meeting held on July 23, 2021 was attended by Mr. Shyam S. Bhartia, Mr. Hari S Bhartia, Mr. S. Sridhar, Ms. Sudha Pillai, Dr. Ashok Misra, Mr. Sushil Kumar Roongta, Mr. Vivek Mehra, Mr. Priyavrat Bhartia, Mr. Arjun Shanker Bhartia, Mr. Pramod Yadav and Mr. Arvind Chokhany. Mr. Shyam S. Bhartia, Chairman, Mr. Hari S. Bhartia, Co- Chairman and Managing Director, Mr. Priyavrat Bhartia and Mr. Arjun Bhartia, Directors being interested, were not present during the discussions and did not vote on this agenda item. All other Directors approved the resolution.
V	ExplanatoryStatement disclosingdetails of the scheme of Arrangement including:
a	Parties involved in the Scheme of Arrangement	Jubilant Generics Limited -Transferor Company Jubilant Pharmova Limited - Transferee Company
b	“Appointed Date” means the commencement of business hours of April 1, 2022 or such other date as may be fxed bythe Board of Directors of the respective Companies or such other date as the NCLT maydirect.
	“Efective Date” means the last of the dates on which the certifed copy of the NCLT’s order sanctioning this Scheme is fled by the Companies with the RoC. Any references in this Scheme to “upon this Scheme becoming efective” or “efectiveness of this Scheme” shall refer to the Efective Date;
	Share Exchange Ratio and other Consideration, if any	No shares will be issued by the Transferee Company to the shareholders of the Transferor Company pursuant to this Scheme since the shareholders of the Transferor Company (i.e. Jubilant Pharma Limited) is a wholly- owned subsidiary of the Transferee Company.	No shares will be issued by the Transferee Company to the shareholders of the Transferor Company pursuant to this Scheme since the shareholders of the Transferor Company (i.e. Jubilant Pharma Limited) is a wholly- owned subsidiary of the Transferee Company.

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**Sr. No. **	Particulars	Jubilant Generics Limited (Transferor Company)	Jubilant Pharmova Limited (Transferee Company)
c	Summary of Share Entitlement Ratio Report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at registered ofce of the Company	Refer Annexure - 2 for the Valuation Opinion. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays, Sundays and Public Holidays between 11.00 am and 1.00 pm upto the date of the meeting.	Refer Annexure - 2 for the Valuation Opinion. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays, Sundays and Public Holidays between 11.00 am and 1.00 pm upto the date of the meeting.
d	Details of capital or debt restructuring, if any	Not applicable	Not applicable
e	Rationale for Scheme of Arrangement	Refer Clause B of the Preamble of the Scheme. Also refer Para 5 of the ExplanatoryStatement.	Refer Clause B of the Preamble of the Scheme. Also refer Para 5 of the ExplanatoryStatement.
f	Benefts of the Demerger/Merger as perceived by the Board of Directors to the Company members, creditors and others (as applicable).	Refer Clauses B (6) of the Preamble of the Scheme. Also refer to Para 5 of the Explanatory Statement.	Refer Clauses B (6) of the Preamble of the Scheme. Also refer to Para 5 of the Explanatory Statement.
g	Amount due to unsecured and secured Creditors as of July 31, 2021	Unsecured Creditors Rs. 320,49,32,149 Secured Creditors Rs. 1,04,72,393	Unsecured Creditors Rs. 403,04,58,622 Secured Creditors Rs. 95,11,05,197
vi	Disclosure about efect of the Scheme
a	Key Managerial Personnel (KMP) (other than Directors)	Not applicable	No efect, except to the extent of their shareholdingin the Company, if any.
b	Directors	No efect except to the extent of their shareholdingin the Company, if any.	No efect, except to the extent of their shareholdingin the Company, if any.
c	Promoters	No efect	No efect except to the extent of their shareholdingin the Company, if any.
d	Non-promoter members	Not applicable	No efect except to the extent of their shareholdingin the Company.
e	Depositors	Not applicable	Not applicable
f	Creditors	No adverse efect	No adverse efect
g	Debenture holders	Not applicable	No efect
h	Deposit Trustee and Debenture Trustee	Not applicable	No efect
i	Employees of the Company	No Efect	No Efect
vii	Disclosure about efect of Scheme of Arrangement on material interest of Directors, Key Managerial Personnel (KMP) and Debenture Trustee
	Directors	No Efect, except to the extent of their shareholding, if anyin the Company.	No Efect, except to the extent of their shareholding, if anyin the Company.
	Key Managerial Personnel	Not applicable	No efect, except to the extent of their shareholding, if anyin the Company.
	Debenture Trustee	Not Applicable	No efect
viii	Investigation or proceedings, if any, pending against the Company under the Act	NIL	NIL
ix	Details of the availability of the following documents for obtaining extract from or making or obtaining copies of or inspection by the members and creditors, namely:

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**Sr. No. **	Particulars	Jubilant Generics Limited (Transferor Company)	Jubilant Pharmova Limited (Transferee Company)
a	Latest Audited Financial Statements of the Company including consolidated fnancial statements	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting. Te Transferor Company does not prepare consolidated fnancial statements pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rules, 2014.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.
b	Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.
c	Copy of the Scheme of Arrangement	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.
d	Contracts or Agreements material to the Scheme of Arrangement	Tere are no contracts or agreements material to the Scheme of Arrangement	Tere are no contracts or agreements material to the Scheme of Arrangement
e	Te certifcate issued by the Auditor of the company to the efect that the accounting treatment, if any, proposed in the Scheme of Arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act,2013;and	Available at the Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at the Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.
f	Such other information or documents as the Board believes necessary and relevant for making decision for or against the Scheme of Arrangement	Refer to Para 9 (c) of the Explanatory Statement	Refer to Para 9 (c) of the Explanatory Statement
x	Details of approvals, Sanctions, no objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme of Arrangement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Income Tax Authorities and Securities and Exchange Board of India.	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Income Tax Authorities and Securities and Exchange Board of India.
xi	A statement to the efect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means	Unsecured Creditors to whom the Notice is sent may vote at the meeting either in person or by proxies.	Members to whom the Notice is sent may vote at the meeting either in person or by proxies or through electronic means. Unsecured Creditors to whom the Notice is sent may vote at the meeting either in person or by proxies.

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9. GENERAL

• a. The rights and interests of the Equity Shareholders and Creditors of Jubilant Generics Limited and Jubilant Pharmova Limited will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner.

• b. There are no winding up proceedings pending against the Applicant Companies as on date.

• c. The following additional documents will be open for inspection to the equity shareholders and unsecured creditors of Jubilant Generics Limited and Jubilant Pharmova Limited at their registered offices between 11.00 am to 1.00 pm on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting:

• i. Papers and proceedings in Company Application No. 22/ALD/2021 including certified copy of the Order of the Allahabad Bench of the National Company Law Tribunal in the said application directing the convening and holding of the meetings of the equity shareholders of the Applicant Company No. 2/ Transferee Company;

• ii. Memorandum and Article of Association of the Applicant Companies;

• iii. Valuation Opinion issued by M/s. Incwert Advisory Private Limited, Registered Valuer.

• iv. Register of Directors and Shareholders of the Applicant Companies;

• v. Copies of the resolution passed by respective Board of Directors of the Applicant Companies approving the Scheme;

• d. It is confirmed that a copy of the draft Scheme has been filed by the Transferor Company and the Transferee Company, respectively, with the Registrar of Companies, Uttar Pradesh pursuant to Section 232(2)(b) of the Act.

• e. A copy of the Scheme and the Explanatory Statement may be obtained free of charge on any working day (except Saturday, Sunday and Public Holidays) from the registered office of the Applicant Companies or from the office of its Advocate, Mr. Rahul Agarwal, having office at Chamber No. 42, High Court OR 74/62, Lal Bahadur Shastri Marg, Allahabad-211001.

• f. This statement may be treated as an Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013.

Dated: November 30, 2021 Place: Allahabad

FOR JUBILANT PHARMOVA LIMITED Sd/(PRADIP KUMAR) Chairman appointed for the meeting

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Annexure - 1

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Annexure - 8

B S R & Co. LLP

Chartered Accountants

Unit No.- 502, 5th Floor, Tower- B, ITES/ IS Complex, Advant Navis Business Park, Plot No.- 7, Sector- 142, Expressway, Noida- 201305, UP

Telephone: + 91 120 682 8700 Fax: + 91 120 682 8710

To, The Board of Directors, Jubilant Pharmova Limited Plot No. 1A, Sector 16A, Institutional Area Noida – 201301, Uttar Pradesh India

1 September 2021

Independent Auditor's Certificate on the proposed accounting treatment specified in the Draft Scheme of Arrangement

1. This Certificate is issued in accordance with the terms of our engagement letter dated 26 November 2018 and addendum to the engagement letter dated 31 August 2021.

2. We, the statutory auditors of Jubilant Pharmova Limited, have examined the proposed accounting treatment specified in Clause 15 of Part B of the Scheme of Arrangement (the “Draft Scheme”) between Jubilant Generics Limited ("Transferor Company or “JGL”) and Jubilant Pharmova Limited ("Transferee Company or “JPM”) and their respective shareholders and creditors under section 230 to 232 and other applicable provisions of the Companies Act 2013 (‘the Act’), with reference to its compliance with the applicable Indian Accounting Standards notified under Section 133 of the Act read with the rules thereunder and other Generally Accepted Accounting Principles in India.

3. For ease of reference, the extract of Clause 15 of Part B of the Draft Scheme, duly authenticated on behalf of the Transferee Company, is reproduced in the Annexure A to this Certificate and has been signed by us, only for the purpose of identification.

Management's Responsibility

1. The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Indian Accounting Standards read with the rules issued thereunder and other Generally Accepted Accounting Principles in India as aforesaid, is that of the Board of Directors of the Companies involved. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the Draft Scheme and applying an appropriate basis of preparation; and making estimates and judgements that are reasonable in the circumstances.

Auditor's Responsibility

1. Our responsibility is only to examine and report whether the accounting treatment referred to in Clause 15 of Part B of the Draft Scheme complies with the applicable Indian Accounting Standards notified under Section 133 of the Act read with the rules thereunder and other Generally Accepted Accounting Principles in India. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Transferee Company.

B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Principal Office: 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

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B S R & Co. LLP

1. We carried out our examination in accordance with the Guidance Note on Audit Report and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

2. We have complied with the relevant applicable requirements of Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and other Assurance and Related Services Engagement. Further, our examination did not extend to any other parts and aspects of legal or proprietary nature in the aforesaid Draft Scheme.

Conclusion

1. Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in Clause 15 of Part B of the Draft Scheme and as reproduced in Annexure A to the Certificate is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder and all the applicable Indian Accounting Standards notified by the Central Government under section 133 of the Act read with the rules issued thereunder and other Generally Accepted Accounting Principles in India.

Restriction on Use

1. This Certificate is issued at the request of the Transferee Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to stock exchanges in India, National Company Law Tribunal (“NCLT”) and uploading the same on Company’s website pursuant to the requirement of the Act, SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and Circulars issued by SEBI from time to time. This Certificate should not be used for any other purpose without our prior written consent.

For B S R & Co. LLP Chartered Accountants

ICAI Firm Registration No.: 101248W/W-100022

MANISH Digitally signed by MANISH GUPTA GUPTA Date: 2021.09.01 20:45:59 +05'30'

Manish Gupta Partner Place: Delhi Membership No.: 095037 Date: 1 September 2021 UDIN No.: 21095037AAAACS1272

Encl: Annexure A, prepared by the Transferee Company's management, signed by us for identification purpose only.

174

Digitally signed MANISH by MANISH GUPTA GUPTA Date: 2021.09.01 20:46:25 +05'30'

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Notes

Notes

JUBILANT PHARMOVA LIMITED

Route map of the venue for the NCLT Convened Meeting of Equity Shareholders

Day : Saturday Date : January 15, 2022 Time : 1:30 p.m. Venue : Registered Office Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH

In the matter of Companies Act, 2013

And

In the matter of Sections 230-232, read with Section 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

IN THE MATTER OF

JUBILANT GENERICS LIMITED

…..Applicant Co. No. 1/ “Transferor Company”

And

JUBILANT PHARMOVA LIMITED

..…Applicant Co. No. 2/ “Transferee Company”

And

their respective Shareholders and Creditors

JUBILANT PHARMOVA LIMITED

(CIN: L24116UP1978PLC004624)

A Company incorporated under the provisions of the Companies Act, 1956 having its Registered Office at Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh, India………Applicant No. 2/ “Transferee Company”

MEETING OF THE EQUITY SHAREHOLDERS

FORM NO. MGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

1.	Name of the Equity Shareholder
2.	Registered Address
3.	E-mail ID
4.	Folio No./ DP ID/ Client ID

I/We being Equity Shareholder(s) holding _______ equity shares of the Applicant Company No. 2/ “Transferee Company”, hereby appoint:

1.	Name: .......................................................................................... E-mail ID: ................................................................................................
	Address: ..........................................................................................................................................................................................................
	...................................................................................................... Signature ..................................................................................................

Or, failing him/her,

1. Name: .......................................................................................... E-mail ID: ................................................................................................ Address: .......................................................................................................................................................................................................... ...................................................................................................... Signature .................................................................................................. Or, failing him/her,

	Or, failing him/her,
3.	Name: .......................................................................................... E-mail ID: ................................................................................................
	Address: ..........................................................................................................................................................................................................
	...................................................................................................... Signature ..................................................................................................

As my/ our proxy to attend and vote for me/ us and on my/ our behalf at the Meeting of the Equity Shareholders of the Applicant Company No. 2/ “Transferee Company”, convened as per the directions of the Hon’ble National Company Law Tribunal, Allahabad Bench pursuant to Order dated November 15, 2021 passed in the Company Application CA(CAA) No. 22/ALD/2021 to be held on January 15, 2022 at 1:30 p.m at its registered office at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh, India and at any adjournment thereof in respect of the resolution as indicated below:

Sr. No.	Particulars of Resolution	Vote (Optional) (Pleaseput a (√ ) mark)	Vote (Optional) (Pleaseput a (√ ) mark)
		For	Against
1.	Resolution for approval of the Scheme of Arrangement between Jubilant Generics Limited and Jubilant Pharmova Limited and their respective shareholders and creditors under Sections 230-232, Section 66 and other applicable provisions of the Companies Act, 2013.
Signed this __ day of __2021. Signature of Equity Shareholder ____ Signature of Proxy ___		Afx Revenue Stamp of Re. 1

Notes:

1. This Form of Proxy is applicable only to those equity shareholders who have not voted, and do not wish to vote, through the e-voting facility or Postal Ballot Facility. A proxy need not be a member of the Company.

2. This Form of Proxy in order to be effective should be duly competed and deposited at the Registered Office of the Applicant Company No. 2/ “Transferee Company” not later than 48 hours before the commencement of the Meeting.

3. It is optional to indicate your voting ‘preference’. If you leave the ‘For’ or ‘Against’ column blank, your proxy will be entitled to vote in the manner as he/ she may deem appropriate.

4. In case the Equity Shareholder is a body corporate or other entity, the duly completed Proxy Form should be accompanied by a certified copy of the Board Resolution/ Authority and preferably with attested specimen signature(s) of the duly authorized signatory(ies) giving requisite authority to the Proxy holder.

5. Please affix Re. 1 Revenue Stamp in the space provided.

6. For the Resolution, Explanatory Statement and Notes, please refer the Notice of the Meeting. Signature of member should be across the Revenue Stamp of Re. 1.

7. Alterations, if any, made in the Form of Proxy must be initialed by the shareholder.

*Applicable for members holding Shares in dematerialized form.

JUBILANT PHARMOVA LIMITED CIN: L24116UP1978PLC004624 Registered Office: Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh, India, Tel. +91-5924-267437 Email ID: investors@jubl.com, Website: www.jubilantpharmova.com MEETING OF EQUITY SHAREHOLDERS ATTENDANCE SLIP (Please complete this attendance slip and hand over at the entrance of the meeting venue) ~~a liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant~~ Name and Address of the Equity Shareholder

bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit * DP ID/ Client ID No. a liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit ** Regd. Folio No. ~~a liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant~~

bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit No. of Shares held ~~a liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant~~

bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMitbilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit Full name of Proxy /

bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit Authorized Representative ~~a liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant~~ bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit I/ We hereby record my/ our presence at the Meeting of the Equity Shareholders of Applicant Company No. 2/ “Transferee Company”,

bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMitbilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit convened as per the directions of the Hon’ble National Company Law Tribunal, Allahabad Bench, pursuant to the Order dated

bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit November 15, 2021 passed in the Company Application CA(CAA) No. 22/ALD/2021 being held on Saturday, January 15, 2022 at bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit 1:30 p.m. at its registered office at Bhartiagram, Gajraula, District Amroha - 244223, Uttar Pradesh, India.

____________ Signature of Equity Shareholder / Proxy/ Authorised Representative

• bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit NOTES: bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMitbilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit 1. Equity Shareholder/ Proxy/ Authorized Representative needs to furnish duly signed ‘Attendance Slip’ along with a valid identity bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit proof such as PAN Card, Passport, Aadhar Card or Driving License to enter the Meeting hall.

• bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMitbilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit 2. Equity Shareholder/ Proxy/ Authorized Representative is requested to bring his/ her copy of the Notice for reference at the meeting. bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit 3. Equity Shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMitbilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit in the Register of Members of Jubilant Pharmova Limited in respect of such joint holding will be entitled to vote. bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit * Applicable for Equity Shareholder holding Shares in Demat form. bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit bilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMit ** Applicable for Equity Shareholder holding Shares in Physical form.

ELECTRONIC VOTING PARTICULARS a liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant PHaRMOVa liMited Jubilant EVEN USER ID PASSWORD (Electronic Voting Event Number)

JUBILANT PHARMOVA LIMITED (CIN : L24116UP1978PLC004624)

Registered Office: Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh, India Phone: +91-5924-267437; E-mail: investors@jubl.com; Website: www.jubilantpharmova.com