Torrent Pharmaceuticals Ltd. — M&A Activity 2022

Dec 21, 2022

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21[st] December, 2022

The Dy. General Manager (Listing Dept.) BSE Limited, Corporate Relationship Dept., 1[st] Floor, New Trading Ring, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

(BSE Scrip Code: 500420)

Mumbai – 400 051

(NSE Scrip Code: TORNTPHARM)

Dear Sir,

Sub.: Intimation for approval of scheme of amalgamation of Curatio Health Care (I) Private Limited with Company

Ref: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

We would like to inform you that the Board of Directors of the Company at its meeting held today inter alia, has considered and approved the Scheme of Amalgamation of Curatio Health Care (I) Private Limited (“Curatio” or “Transferor Company”), wholly owned subsidiary of the Company with Torrent Pharmaceuticals Limited (“the Company” or “Transferee Company”) and their respective Shareholders and Creditors (“Scheme”) under Sections 230 to 232 of the Companies Act, 2013 (“Act”) and rules framed thereunder.

The Scheme is subject to statutory and regulatory approvals as may be necessary.

The details as required under the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are as follows:

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Sr. Particulars Description
No.
a) Name of the entity(ies) Transferee Company – Torrent Pharmaceuticals Limited
forming part of the Transferor Company – Curatio Health Care (I) Private Limited
amalgamation / merger,
details in brief such as, size, As on 30-Sep-22, details of Transferee Company and
turnover etc.; Transferor Company are as hereunder:
(Rs. In Crores)
Particulars Transferee Transferor
Company Company
Paid-up Capital 169.23 6.97
Net Worth 6476.75 115.39
(Standalone)
Turnover 3781.50 127.72
(Standalone)
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_________________

TORRENT PHARMACEUTICALS LIMITED

CIN: L24230GJ1972PLC002126

Reg.Office : Torrent House, Off Ashram Road, Ahmedabad- 380 009, India. Phone: +91 79 26599000, Fax: +91 79 26582100, www.torrentpharma.com, Email : InvestorServices@TorrentPharma.com

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b) Whether the transaction The Transferor Company is wholly owned subsidiary of the
would fall within related Transferee Company. However, the said transaction shall not
party transactions? If yes, attract compliance with the requirements of Section 188 of the
whether the same is done at Act pursuant to the clarifications given by the Ministry of
“arms length”; Corporate Affairs vide its General Circular no. 30 /2014 dated
17 [th] July, 2014.
Further, pursuant to Regulation 23(5)(b) of the Listing
Regulations, the related party transaction provisions are not
applicable to the proposed Scheme.
c) Area of business of the The Transferor Company and Transferee Company are
entity(ies); engaged in the business of Pharmaceutical Products.
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b) Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length”; The Transferor Company is wholly owned subsidiary of the Transferee Company. However, the said transaction shall not attract compliance with the requirements of Section 188 of the Act pursuant to the clarifications given by the Ministry of Corporate Affairs vide its General Circular no. 30 /2014 dated 17thJuly, 2014. Further, pursuant to Regulation 23(5)(b) of the Listing Regulations, the related party transaction provisions are not applicable to theproposed Scheme.	b) Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length”; The Transferor Company is wholly owned subsidiary of the Transferee Company. However, the said transaction shall not attract compliance with the requirements of Section 188 of the Act pursuant to the clarifications given by the Ministry of Corporate Affairs vide its General Circular no. 30 /2014 dated 17thJuly, 2014. Further, pursuant to Regulation 23(5)(b) of the Listing Regulations, the related party transaction provisions are not applicable to theproposed Scheme.	b) Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length”; The Transferor Company is wholly owned subsidiary of the Transferee Company. However, the said transaction shall not attract compliance with the requirements of Section 188 of the Act pursuant to the clarifications given by the Ministry of Corporate Affairs vide its General Circular no. 30 /2014 dated 17thJuly, 2014. Further, pursuant to Regulation 23(5)(b) of the Listing Regulations, the related party transaction provisions are not applicable to theproposed Scheme.
c) Area of business of the entity(ies); The Transferor Company and Transferee Company are engaged in the business of Pharmaceutical Products.
d)	Rationale for amalgamation/ merger;	 The Transferor Company and Transferee Company are part of the same business group and as the Transferor Company and Transferee Company are engaged in similar business, it is proposed to consolidate the activities of these Companies by way of amalgamation of Transferor Company with Transferee Company.  The Transferee Company acquired control of the business of the Transferor Company with effect from 14thOctober, 2022 by acquiring 100% equity shares of the Transferor Company. The entire business of the Transferor Company acquired by Transferee Company is represented by way of equity shares of the Transferor Company.  As the Transferor Company and Transferee Company operates in related business, the amalgamation will consolidate the business of these Companies in a single entity resulting in operational efficiencies, cost competitiveness and business synergies.  The proposed amalgamation would result in the following benefits to the Transferor Company and the Transferee Company, their respective shareholders and creditors and will be in long-term interest of customers, employees and other stakeholders: (a) Synergies of operations, inter alia, optimization of supply and distribution network and costs; (b) Integration of business thereby providing impetus to the overall growth; (c) Concentrated management focus and improved organisational capability; (d) Integrated, rationalised and streamlined management structure ofthemerged business;

_________________ TORRENT PHARMACEUTICALS LIMITED

CIN: L24230GJ1972PLC002126

Reg.Office : Torrent House, Off Ashram Road, Ahmedabad- 380 009, India. Phone: +91 79 26599000, Fax: +91 79 26582100, www.torrentpharma.com, Email : InvestorServices@TorrentPharma.com

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(e) Strengthening of financial position with increased
capital base;
(f) Facilitate inter transfer of resources and optimum
utilisation of assets;
(g) Pooling of Human talent in terms of Manpower,
Management, Administration and marketing to result
in saving of costs;
(h) Avoiding duplication of administrative functions,
reduction in multiplicity of legal and regulatory
compliances;
(i) Synchronizing of efforts to achieve uniform corporate
policy;
(j) Diversified and consolidated portfolio of branded
products that will strengthen existing base in
dermatology segment and will help to strategize the
business for long term sustainable growth;
thereby enhancing shareholders’ value and would be in the
long term interest of all the stakeholders.
e) In case of cash consideration As the Transferor Company is the wholly owned subsidiary of
– amount or otherwise share the Transferee Company, upon the Scheme becoming
exchange ratio; effective, the entire share capital of the Transferor company
shall get automatically cancelled/ extinguished. The Transferee
Company shall not be required to issue and allot any shares.
f) Brief details of change in There will be no change in the shareholding pattern of the
shareholding pattern (if Transferee Company pursuant to the Scheme as no shares are
any)of listed entity being issued by the Transferee Company in connection with
the Scheme.
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Kindly take note of the above.

Thanking you,

Yours sincerely,

For TORRENT PHARMACEUTICALS LIMITED

CHINTAN Digitally signed by CHINTAN MAHESHKUM MAHESHKUMAR TRIVEDI Date: 2022.12.21 AR TRIVEDI 18:49:39 +05'30'

CHINTAN M. TRIVEDI COMPANY SECRETARY

_________________ TORRENT PHARMACEUTICALS LIMITED

CIN: L24230GJ1972PLC002126

Reg.Office : Torrent House, Off Ashram Road, Ahmedabad- 380 009, India. Phone: +91 79 26599000, Fax: +91 79 26582100, www.torrentpharma.com, Email : InvestorServices@TorrentPharma.com