Panacea Biotec Ltd. — Capital/Financing Update 2020

Sep 11, 2020

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September 10, 2020

The Manager, Listing Department The National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol : PANACEABIO

BSE Limited Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 BSE Scrip Code: 531349

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

  • b) Intimation under Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for fixing Record Date

• Ref: Scheme of Arrangement between Panacea Biotec Limited (“Demerged Company”) and Ravinder Heights Limited (“Resulting Company”) and their respective shareholders and creditors

Dear Sir/Madam,

This is in continuation to our earlier communication dated September 10, 2020 intimating the sanction of Scheme of Arrangement for demerger of real estate business of Panacea Biotec Limited (“ Demerged Company ”) with and into Ravinder Heights Limited (“ Resulting Company ”) and their respective shareholders and creditors in terms of sections 230 to 232 & section 66 and other applicable provisions of the Companies Act, 2013 (“ Scheme ”) by Hon’ble National Company Law Tribunal, Chandigarh vide its Order dated September 09, 2020.

In furtherance to the same and in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the Executive Committee of the Board of Directors of the Company at its meeting held today i.e. on September 10, 2020, inter-alia , considered/ noted/ took on record the following:

• a. The Scheme has been sanctioned by the Hon’ble NCLT, Chandigarh (“ NCLT ”) vide its order dated September 09, 2020.

• b. In accordance with the terms of the Scheme approved by the NCLT, the 'Appointed Date' of the Scheme is April 01, 2019.

• c. The Company and Resulting Company have duly filed necessary e-form INC-28 with the Registrar of Companies, Punjab & Chandigarh (“ RoC ”) on September 09, 2020 and September 10, 2020, respectively. The said e-forms have duly been approved by RoC on September 10, 2020 and accordingly, the Scheme becomes effective on and from September 10, 2020.

In terms of the provisions of Regulation 42(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Tuesday, September 22, 2020 has been fixed as the Record Date by the Executive Committee of the Board of Directors of the Company and the Board of Directors of the Resulting Company, for determining the names of the equity shareholders and preference shareholders of the Company who shall be entitled to receive the equity shares and preference shares, respectively of Resulting Company as consideration pursuant to the Scheme, in the following ratio:

Contd…….2

Panacea Biotec Ltd (CIN: L33117PB1984PLC022350)

Regd. Office : Ambala Chandigarh Higway, Lalru – 140501, Punjab

Correspondence/Corporate office : B-1 Extn../G-3, Mohan Co-op. Indl. Estate, Mathura Road, New Delhi - 110 044, India Ph.: 91-11-4167 9000, 4167 8000, Fax: 91-11-4167 9070 Email: companysec@panaceabiotec.com

: 2 :

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• i. For every 1 (one) equity share of face value of Re.1/- each held in the Demerged Company, as on the Record Date, every equity shareholder of the Demerged Company shall receive 1 (One) equity share of face value of Re.1/- each of the Resulting Company, credited as fully paid-up.

• ii. For every 100 (One Hundred) 0.5% cumulative non-convertible and non-participating preference shares of face value of Rs.10/- each held in the Demerged Company, as on the Record Date, every preference shareholder of the Demerged Company shall receive 1 (One) preference share (i.e. 0.5% cumulative nonconvertible and non-participating Redeemable Preference Share) of face value of Rs.10/- each of the Resulting Company, credited as fully paid-up.

Consequent to the Scheme becoming effective, the authorised share capital of the Company stands altered in the following manner:

Particulars	Amount (in Rupees)	Amount (in Rupees)
Authorized Share Capital of the Demerged Company (Prior tothe Scheme becoming effective)- 12,50,00,000 equity shares of Re.1/- each- 11,00,00,000preference shares of Rs.10/- each	12,50,00,0001,10,00,00,000
Total	1,22,50,00,000
Authorized Share Capital of the Demerged Company (PostScheme becoming effective)- 12,50,00,000 equity shares of Re.1/- each- 10,98,37,000 Preference Shares of Rs.10/- each		12,50,00,0001,09,83,70,000
Total		1,22,33,70,000

The Clause V of the Memorandum of Association of the Company stands modified accordingly.

Subsequent upon issuance and allotment of equity shares by the Resulting Company, the Resulting Company shall take necessary steps for listing of its equity shares on BSE Limited and National Stock Exchange of India Limited in terms of the relevant provisions of circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by SEBI, as amended, substituted or replaced from time to time.

We request you to kindly take the above on record.

Thanking you, Yours truly, For Panacea Biotec Limited

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Vinod Goel

Group CFO and Head Legal & Company Secretary

Panacea Biotec Ltd (CIN: L33117PB1984PLC022350)

Regd. Office : Ambala Chandigarh Higway, Lalru – 140501, Punjab

Correspondence/Corporate office : B-1 Extn../G-3, Mohan Co-op. Indl. Estate, Mathura Road, New Delhi - 110 044, India Ph.: 91-11-4167 9000, 4167 8000, Fax: 91-11-4167 9070 Email: companysec@panaceabiotec.com