ROSSARI BIOTECH LIMITED — M&A Activity 2021

Jun 2, 2021

June 02, 2021

DCS-CRD	Listing Compliance
BSE Limited	National Stock Exchange of India Ltd.
First Floor, New Trade Wing	Exchange Plaza, 5th Floor
Rotunda Building, Phiroze Jeejeebhoy Towers	PlotNo.C/1, 'G'Block, Bandra- Kurla
Dalal Street, Fort Mumbai 400 023	Complex
Fax No.2272 3121/2037/2039	Bandra East Mumbai 400 051
	Fax No.2659 8237/8238
Stock Code: 543213
	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 Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulations"), we wish to inform you that Rossari Biotech Limited ("RBL" or" Company") has agreed to acquire 100% of the total equity share capital (on a fully diluted basis) of Unitop Chemicals Private Limited ("Unitop"), in multiple tranches, from all the existing shareholders of Unitop, subject to completion of customary terms and conditions precedent.

The details required pursuant to Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 in relation to the acquisition of shares of Unitop by the Company are set out under Annexure A.

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

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

Encl.: as above

ROSSARI BIOTECH LIMITED

(An ISO 9001:2015 & 14001:2015 Certified Company)

Regd. Office: 201 A& B, Ackruti Corporate Park, Next to GE Gardens, LBS Marg, Kanjurmarg (W). Mumbai-400078. India. T +91-22-6123 3800 F +91-22-2579 6982 Factory : Plot No. 10 & 11, Survey No. 90/1/10 & 90/1/111/1, Kumbharwadi, Village Naroli, Dadra & Nagar Haveli (U.T.), Silvassa - 396 235. India. T 0260 - 669 3000 E info@rossarimail.com W www.rossari.com CIN: L24100MH2009PLC194818

ANNEXUREA 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
I.	Name of the target entity, details in brief such as size, turnover etc.	Unitop Chemicals Private Limited ("Unitop") is a private limited company primarily engaged in the business of manufacturing of surfactants, emulsifiers and speciality chemicals.
		Further details ofUnitop 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 transactions.	The acquisition does not fall within the related party
	interest and details thereof and whether the same is done at "arm's length"	The promoter/ promoter group of the Company have no interest in Unitop.
3.	Industry to which the entity belongs	Manufacturing of speciality chemicals
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 has entered into a share purchase agreement ("SP A") on 2 June 2021 with the existing shareholders ofUnitop for the acquisition of 100% of the total equity share capital (on a fully diluted basis) of Unitop, in multiple tranches, subject to completion of the conditions precedent as set out in the SP A.
		The acquisition of the shares of Unitop is in line with the Company's strategy to establish the Company's leadership in the manufacturing of speciality chemicals as part of our inorganic growth strategy. The Company has identified Unitop as a suitable acquisition target because it is a financially healthy organization with a product range that falls within the Company's four pillars of chemistry (surfactants, acrylics, silicones and enzymes).
		Unitop provides an opportunity for synergies m manufacturing and marketing that can be highly value accretive over the long run.
5.	of any Brief details governmental or regulatory approvals required for the acquisition	None.

ROSSARI BIOTECH LIMITED

(An ISO 9001:2015 & 14001:2015 Certified Company)

Regd. Office: 201 A & B, Ackruti Corporate Park, Next to GE Gardens, LBS Marg, Kanjurmarg (W). Mumbai - 400078. India. T +91-22-6123 3800 F +91-22-2579 6982 Factory: Plot No. 10 & 11, Survey No. 90/1/10 & 90/1 /111/1 , Kumbharwadi, Village Naroli, Dadra & Nagar Haveli (U.T.), Silvassa - 396 235. India. T 0260 - 669 3000 E info@rossarimail.com W www.rossari.com CIN: L24100MH2009PLC194818

Sr.	Requirement of Disclosure	Details
No. 6.	Indicative time period for completion of the transaction	Subject to fulfilment of terms and completion of the conditions precedent set out under the SPA, the acquisition of the first tranche of -65% of the equity share capital (on a fully diluted basis) of Unitop is expected to be completed by the second quarter of the Financial Year 2021-2022. 100% of the total equity share capital (on a fully diluted basis) of Unitop in multiple tranches is expected to be completed in the Financial Year 2023-2024.
7.	Nature of consideration - whether cash consideration or share swap and details of the same	Cash consideration only
8.	Cost of acquisition or the price at which the shares are acquired	The aggregate cost of acquisition is INR 421,00,00,000 (Indian Rupees four hundred and twenty one crores only), payable in multiple tranches and subject to certain post completion adjustments, in accordance with the terms and conditions set out in the SPA.
9.	of Percentage shareholding / control acquired and/ or number of shares acquired	The Company shall acquire l 00% of the total equity share capital (on a fully diluted basis) of Unitop in multiple tranches.
10.	Brief background about the entity acquired of products/line of business m terms 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);	Unitop was incorporated on August 11, 1980 and is currently engaged in the business of manufacturing of surfactants, emulsifiers and specialty chemicals and has 3 (three) manufacturing plants located in India. Unitop has an existing manufacturing capacity of 86,000 MTA. Turnover of Unitop during the previous 3 (three)
		financial years is set out below:
		(Rs. in mi llion)
		Financial Year	Turnover
		2017-18	2,053
		2018-19 2019-20	2,328 2,806
		Countries of presence: India and through a joint ventu_re ~~" , tKc_lli-;;~---~ company, in Malaysia Y./0< ·,. f it~~,~ ~·

ROSSARI BIOTECH LIMITED

(An ISO 9001:2015 & 14001:2015 Certified Company)

Regd. Office: 201 A & B, Ackruti Corporate Park, Next to GE Gardens, LBS Marg, Kanjurmarg (W). Mumbai - 400078. India. T +91-22-6123 3800 F +91-22-2579 6982 Factory: Plot No. 10 & 11, Survey No. 90/1/10 & 90/1/111/1, Kumbharwadi, Village Naroli, Dadra & Nagar Haveli (U.T.), Silvassa - 396 235. India. T 0260 - 669 3000 E info@rossarimail.com W www.rossari.com CIN: L24100MH2009PLC194818