STRIDES PHARMA SCIENCE LIMITED — Capital/Financing Update 2023

Aug 2, 2023

August 2, 2023

To, BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 BSE Scrip code: 532531 NSE Scrip Code: STAR

Dear Sirs,

Ref: Intimation of Scheme of Amalgamation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)

Board of Directors of Strides Pharma Science Limited (the “Company”) at their meeting held on August 02, 2023, have considered and approved the scheme of amalgamation (“Scheme”) for merger of Vivimed Life Sciences Private Limited (“VLSPL”), a wholly-owned subsidiary, with the Company, pursuant to Sections 230 to 232 of the Companies Act, 2013.

The Scheme was originally approved by the Board of Directors at their meeting held on February 10, 2022 and an announcement was made to the Stock Exchanges on the same day, as required under Regulation 30 of SEBI LODR. However, the Company did not proceed with the Scheme at that time and the current Scheme supersedes the original Scheme.

The Scheme is subject to receipt of approval from Hon’ble National Company Law Tribunal, Mumbai Bench and from shareholders and creditors of each of the companies, as may be required and other requisite statutory/ regulatory approval, as applicable.

The Scheme shall be filed with the Stock Exchanges in terms of the provisions of Regulation 37(6) of SEBI LODR in due course.

The disclosures required under Regulation 30 of SEBI LODR read with SEBI Circular No. SEBI/ HO/ CFD/ CFD-PoD-1/ P/ CIR/ 2023/ 123 dated July 13, 2023 and Master Circular No. SEBI/ HO/ CFD/ PoD2/ CIR/ P/ 2023/ 120 dated July 11, 2023, in respect of the Scheme is enclosed.

Thanks & Regards, For Strides Pharma Science Limited

Digitally signed by MANJULA MANJULA RAMAMURTHY RAMAMURTHY Date: 2023.08.02 13:04:10 +05'30' Manjula Ramamurthy Company Secretary ICSI Membership no. A30515 Encl. As above

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Disclosure of information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. SEBI/ HO/ CFD/ CFD/ PoD-1/ P/ CIR/ 2023/ 123 dated July 13, 2023 and Master Circular No. SEBI/ HO/ CFD/ PoD2/ CIR/ P/ 2023/ 120 dated July 11, 2023

Scheme of Amalgamation of Vivimed Life Sciences Private Limited with Strides Pharma Science Limited

1. Name of the entities forming part of the amalgamation/ merger, details in brief such as, size, turnover etc.

1.1 Details of Transferor Company

“ Vivimed Life Sciences Private Limited ” or “ Transferor Company ” (CIN: U24304MH2017PTC348859) is a private limited company incorporated under the Companies Act, 2013, and having its registered office at 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, Maharashtra, India.

The Transferor Company is a wholly-owned subsidiary of Strides Pharma Science Limited and is not listed on any stock exchange in India or abroad.

1.2 Details of Transferee Company

“ Strides Pharma Science Limited ” or “ Transferee Company ” (CIN: L24230MH1990PLC057062) is a public limited company incorporated under the Companies Act, 1956, and having its registered office at 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, Maharashtra, India.

Equity shares of the Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

1.3 Details of net worth and revenue of the Transferee Company and the Transferor Company

		(INR in Millions)	(INR in Millions)
	Net Worth	Total Revenue
Name of the Companies	As at June 30, 2023	As at June 30, 2023

	(INR in Millions)	(INR in Millions)
	Net Worth	Total Revenue
Name of the Companies	As at June 30, 2023	As at June 30, 2023
Strides Pharma Science Limited	29,893.84	4,869.70
Vivimed Life Sciences Private Limited	157.74	294.33

2. Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”

The Transferor Company is a wholly-owned subsidiary of the Transferee Company, as such they are related party to each other.

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Ministry of Corporate Affairs has clarified vide its General Circular No. 30/ 2014 dated July 17, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013.

Further, pursuant to Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of related party transaction are not applicable to the Proposed Scheme of Amalgamation.

3. Area of business of the entities

• 3.1 Strides Pharma Science Limited (the Transferee Company) is global pharmaceutical company headquartered in Bengaluru, India. Strides is engaged in the manufacturing and distribution of pharmaceutical products in India and abroad.

• 3.2 Vivimed Life Sciences Private Limited (the Transferor Company) is engaged in the manufacturing, and supply of pharmaceutical products and has a USFDA approved facility in Alathur, Tamil Nadu.

4. Rationale for amalgamation/ merger

Simplification of the group structure by consolidation of entities with similar functions within the group, would result in, operational and administrative efficiencies, optimum utilization of infrastructure facilities and resources, reduction in costs through focused operational efforts, rationalization, standardization and simplification of business processes and elimination of duplication.

5. In case of cash consideration – amount or otherwise share exchange ratio

There is no cash consideration involved. The Transferor Company is a wholly-owned subsidiary of the Transferee Company.

Accordingly, upon the Scheme of Amalgamation becoming effective, all the shares of the Transferor Company held by the Transferee Company and its nominee(s) as on the effective date shall stand cancelled, without any further act or deed.

6. Brief details of change in shareholding pattern (if any) of listed entity

Pursuant to the Scheme of Amalgamation, there will not be any change in the shareholding pattern of Strides Pharma Science Limited, the Transferee Company, as the said amalgamation is of wholly-owned subsidiary with Strides, and does not involve issue of shares as consideration to the shareholders of the Transferor Company.

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