ROSSARI BIOTECH LIMITED — Capital/Financing Update 2021

Jul 31, 2021

July 31, 2021

DCS-CRD BSE Limited First Floor, New Trade Wing Rotunda Building, Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400 023 Fax No.2272 3121/2037/2039 Stock Code: 543213	Listing Compliance National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No.C/1, ‘G’Block, Bandra- Kurla Complex Bandra East Mumbai 400 051 Fax No.2659 8237/8238 Stock Code: ROSSARI

Dear Sir/Madam,

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

With regard to the captioned matter and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”), This is to inform you that the Board of Directors of Rossari Biotech Limited ("RBL" or "the Company") at its meeting held on July 30, 2021 has resolved to make a strategic investment by acquiring and/or subscribing to equity shares equivalent to 50.10% of the issued and paid-up share capital of Romakk Chemicals Private Limited ("Romakk") and accordingly, enter into a Share Subscription Share Purchase and Shareholders Agreement to regulate the rights and obligations of the shareholders of Romakk inter-se and for the internal management.

The disclosures pertaining to this acquisition, pursuant to provisions of Regulation 30 (2) read with Para A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed herewith as " Annexure A " to this outcome.

The aforesaid information will also be available on Company’s website at www.rossari.com.

The same may please be taken on record and suitably disseminated to all concerned.

Thanking you,

Yours Sincerely, For Rossari Biotech Limited

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_____ Parul Gupta Company Secretary & Compliance Officer Membership No.: A38895

Encl.: as above

ANNEXURE A DISCLOSURE PURSUANT TO REGULATION 30(2) READ WITH PARA A OF PART A OF SCHEDULE III OF THE LISTING REGULATIONS

Sr. No	Requirement of Disclosure	Details
1.	Name of the target entity, details in brief such as size, turnover etc.;	Romakk Chemicals Private Limited (“Romakk”), a private limited company, which is primarily engaged in the business of manufacturing and sale of silicone oils and its derivatives and a range of emulsions derived from silicone oils and its derivatives across all industries. Romakk was incorporated on March 16, 2021 and has agreed to acquire the silicone derivatives manufacturing undertaking from M/s K K Chemicals and the silicone distribution business undertaking from McCoy Performance Silicones Private Limited. Further details of Romakk including size, turnover, etc. has been set out under Sr. No. 10 below.
2.	Whether the transaction would fall within related party transaction(s)? If yes, nature of interest and details thereof and whether the same is done at“arm’s length”	The acquisition does not fall within the related party transactions. The Promoter / Promoter Group of the Company does not have any interest in Romakk.
3.	Industry to which the entity belongs	Silicone oils and its derivatives and a range of emulsions derived from silicone oils.
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The Company will enter into a Share Subscription Share Purchase and Shareholders Agreement (“SSSPSHA”) with the existing shareholders of Romakk for the acquisition of equity shares and further subscription of equity shares in Romakk aggregating to 50.10% of the total equity share capital of Romakk on a fully diluted basis and to set out the rights and obligations of the shareholders in Romakk. The acquisition of a majority stake in Romakk provides the Company with an opportunity to enter into new operation and business, i.e., manufacturing and sale of silicone oils, emulsions derived from silicone oils and their respective derivatives. The Company also believes that this acquisition will further strengthen Rossari’s leadership and market presence in the speciality chemicals sector.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None.
6.	Indicative time period for completion of the transaction	Subject to fulfilment of terms and conditions set out under the SSSPSHA (including the completion of the acquisition of the silicone derivatives manufacturing undertaking from M/s K K Chemicals and the silicone distribution business undertaking from McCoy Performance Silicones Private Limited), the acquisition is expected to be completed by the third quarter of the Financial Year 2021-22. ..,,~.._

				ROSSARI	ROSSARI
				makingyoumorecompetitive
	Sr. No	Requirement of Disclosure		Details
	7.	Nature of consideration - whether cash	Cash consideration only
		consideration or share swap and details of
		the same
	8.	Cost of acquisition or the price at which the	The Company shall make the investment at an aggregate
		shares are acquired;	consideration of Rs. 7,51,00,000 (Rupees Seven Crores and
			Fifty One Lakhs Only).
	9.	Percentage of shareholding / control	The Company will hold	50.10% of the total equity share
		acquired and / or number of shares acquired	capital of Romakk, on a fully diluted basis
	10.	Brief background about the entity acquired	Romakk was incorporated	on March 16, 2021 and is engaged
		in terms of products/line of business	in the business of manufacturing and sale of silicone oils and
		acquired, date of incorporation, history of	its derivatives and a range	of emulsions derived from silicone
		last 3 years turnover, country in which the	oils and its derivatives across all industries.
		acquired entity has presence and any other
		significant information (in brief);	Last 3 Years consolidated turnover: Not Applicable as
			Romakk was incorporated	on March 16, 2021
			Country of presence: India
		ROSSARIBIOTECHLIMITED
		(AnISO9001:2015&14001:2015CertifiedCompany)
Regd.Office:201A &B,AckrutiCorporatePark,NexttoGEGardens,LBSMarg,Kanjurmarg(W).Mumbai•400078.India.T+91-22-61233800F+91-22-25796982
Factory:PlotNo.1 0 &11,SurveyNo.90/1/10 &90/1/111/1,Kumbharwadi,VillageNaroli,Dadra&NagarHaveli(U.T.),Silvassa•396235.India.T0260•6693000
		Einfo@rossarimail.comWwww.rossari.com
		CIN:L24100MH2009PLC194818
		TEXTILEIANIMALHEALTH&NUTRITIONIPOLYMERIPHARMAI		HLS