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Laurus Labs Limited Capital/Financing Update 2024

Dec 6, 2024

62639_rns_2024-12-06_c0e1e460-2acd-472c-8c00-fcfb2c37acd2.pdf

Capital/Financing Update

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December 06, 2024

To
The Corporate Relations Department
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001
Code: 540222
To
The Listing Department
National Stock Exchange of India Ltd.,
Exchange Plaza,
Bandra Kurla Complex, Bandra (E),
Mumbai – 400 051
Code: LAURUSLABS

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

Dear Sir / madam,

With reference to the above, we would like to inform that the Board of Directors of the Company at their Meeting held today i.e., Friday, 06[th ] December, 2024, inter-alia, have approved for investment of an amount of INR 400,000,000/- (Indian Rupees Four hundred Million only) in Laurus Bio Private Limited (“Laurus Bio”), the subsidiary company of the Company.

Further, the Board has also approved execution of Definitive Agreements with Eight Roads Ventures and F-Prime Capital ( collectively “Investors”) for an investment of INR.1,200,000,000/- (Indian Rupees One Billion and two hundred Million only) by the Investors in Laurus Bio.

While the Investors shall infuse the investment amount into Laurus Bio upon completion of Closing, which is expected to be completed by end of December 2024, the investment by the Company shall be infused on or before June 30, 2025.

On completion of the above investments by the Investors and by the Company, the shareholding of the Investors and the Company shall be 13.73% and 74.64% respectively, on fully diluted basis. The balance shareholding shall be held by the other shareholders.

In terms of the Definitive Agreements, both the Company and the Investors, will have right but not obligation to invest additional amount of up to INR 350 Million, for the growth prospects of Laurus Bio, as and when necessary after the above said investments up to 31[st] December, 2025.

The required details under SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed as Annexure-A .

Please take the above information on record.

Yours faithfully,

For Laurus Labs Limited

VENKATESWAR Digitally signed by VENKATESWAR REDDY REDDY GOGIREDDY GOGIREDDY Date: 2024.12.06 16:56:59 +05'30'

G. Venkateswar Reddy

Company Secretary & Compliance Officer

Encl: A/a

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Annexure-A

BRIEF DETAILS OF THE INVESTMENT

(Pursuant to SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024)

a) Name of the target entity, details in brief such as size, turnover etc:

Laurus Bio Private Limited (“Laurus Bio”), which is a subsidiary company of Laurus Labs Limited (“the Company”), incorporated under the Companies Act, 1956. The Authorised Share Capital Laurus Bio is Rs. 38,43,88,470/- divided into 3,84,38,847 equity shares of Rs.10/- each and paid-up Share Capital of the Company is Rs. 26,28,930/- divided into 2,62,893 equity shares of Rs.10/- each.

The turnover of Laurus Bio for the year ended March 31, 2024 was Rs.164.2 Crores.

b) Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arms' length":

Yes. As Laurus Bio is the subsidiary of the Company, the proposed investment in Laurus Bio by the Company would fall within the purview of related party transaction in terms of SEBI (LODR) Regulations, 2015. The nature of interest is to the extent of investment by the Company and the transaction is being done at arms' length basis. No Promoter/ Promoter Group/ other Group Company is holding equity shares in the target entity.

c) Industry to which the entity being acquired belongs:

Laurus Bio belongs to the other manufacturing industry, which is into manufacture of various biological products.

d) Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity):

Laurus Bio is already a subsidiary of the Company and further investment by the Company and by the Investors will strengthen Laurus Bio’s capabilities and future growth.

e) Brief details of any governmental or regulatory approvals required for the acquisition:

No approvals required.

f) Indicative time period for completion of the acquisition:

The investment by the Investors is expected to be completed by end of December 2024. The investment by the Company is expected to be completed on or before 30.06.2025.

g) Nature of consideration - whether cash consideration or share swap and details of the same:

Cash consideration by way of subscribing to Equity or Compulsory Convertible Preference Shares, as the case may be, which shall be issued by Laurus Bio to the Investors and to the Company.

h) Cost of acquisition or the price at which the shares are acquired:

Indian Rupees One Billion and Two hundred Million by the Investors and Indian Rupees Four hundred Million by the Company.

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i) Percentage of shareholding / control acquired and / or number of shares acquired:

Investors shall acquire 14.46% of shareholding of the Company and the Company will hold 73.75% - both on fully diluted basis immediately after the investment by the Investors. After the investment of INR Four hundred Million to be made by the Company on or before 30[th] June 2025, the Investors will be holding 13.73% and the Company will be holding 74.64% - both on fully diluted basis.

j) Brief background about the entity acquired in terms of products/ line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief):

Brief background: Laurus Bio is engaged in the business of manufacture of biological products

Date of Incorporation: 14 July, 2005

Country in which the acquired entity has presence: India

Turnover for the last three years: 2024: Rs. 164.2 Crores 2023: Rs. 128.6 Crores 2022: Rs. 100.3 Crores

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