Unichem Laboratories Ltd. — Capital/Financing Update 2018

Nov 2, 2018

2 November 2018

Corporate Services ~Mumbai -400001 Mumbai - 400051

The Manager - Department of The Manager - Listing Department

Bombay Stock Exchange Limited National Stock Exchange of India Limited P. J. Towers Exchange Plaza, Plot No. C-1, Block G Dalal Street, Fort Bandra Kurla Complex, Bandra (E)

Dear %/Madam,

SUB: Intimation and disclosures under Regulation 30 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("Listing Regulations")

This is to inform you that pursuant to approval of the Board of Directors of Unichem Laboratories Limited (the "Company") at its meeting today, the Company has acquired\$) 19.99% (nineteen point nine nine percent) of the issued and paid-up share capital of Optimus Drugs Private Limited ("Optimus"); and (i) 19.99% (nineteen point nine ninepercent) of the issued and paid-up share capital of Optrix ILaboratories Private Limited ("Optrix"), by way of primary issuance and secondary transfer of shares (collectively the "Transaction").

Opti~nus and Optrix are Hyderabad based companies :hat are owned and controlled by the same management and is engaged in the business of researching, developing, manufacturing, marketing and distribution of active pharmaceutical ingredients and intermediates.

In order to undertake the Transaction, Unichem has executed:(i) a share subscription and share purchase agreement dated 2 November 2018 with Optimus and the promoters of Optimus for acquisition of 9.71% (nine point seven one percent) of the share capital of Optinlus by way of primary issuance and acquisition of shares constituting 10.28% (ten point two eight percent) of the share capital of Optimus from existing promoters of Optimus by way of secondary transfer; and (ii) a share subscription and share purchase agreement dated 2 November 2018 with Optrix and the promoters of Optrix for acquisition of 14.60% (fourteen point six zero percent) of the share capital of Optrix by way of primary issuance and acquisition of shares constituting 5.39% (five point thee nine percent) of the share capital of Optrix from existing promoters of Optrix by way of secondary transfer. .i< .,LL<, (\v4:.:q .... / Nk~i?

This intimation is given under Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In terms of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September 2015. Please refer to Annexure I and Annexure II for further details in relation to the Acquisition of Optimus and Optrix, respectively.

Kindly take the above on record and oblige.

Thanking you. Yours faithfully For Unichem Laboratories Limited

a. s. Thatha

Neema Thakore Head - Legal & Company Secretary

$214$

S.	Details required	Information of such event -
i No. ',j----l\lame	-- of the target entity, details in brief such as size, turnover etc. I	Optimus Drugs Private Limited ("Optimus") Total Income (Consolidated): Rs.198.86 Crore (17-
	Et~hether the acquisition would fall within related party transactionis) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length"	I
	industry to which the entity being acquired belongs;	Active pharmaceutical ingredients ("APIs") and intermediates
	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 key objective of the investment is to gain access to the manufacturing facility of Optimus. The Company is facing a shortage of API and Intermediates manufacturing capacity. This investment will provide the Company with additional capacity to meet its immediate - requirements and fulfil its export orders.
	of any governmental or regulatory approvals required . .-.
	completion of the acquisition; .- .-	Pursuant to and immediately upon conclusion of the board meeting, the Company has entered into definitive agreements and completed the - transaction contemplated therein . . ~
	of consideration - whether I 1 cash consideration or share swap /	Cash consideration 1
	of shares acquired;
	country in which the acquired

Annexure I -Acquisition .. ... (including agreement to acquire): Optimus Drugs Private Limited ................

Registered Office: Ui?iclrein Ulhavai-1, '>rabIi;lt Estate. Off 5. V. Road. Jogeshwari (West), Mumbai - 400 102. ~aharashtra, India. Tcl.: +91 (22) 661388333 a Fax.: !91 (22) 26784391 e Wehsite: www.~~rliclle~nlaI~s,co~n c CIN: L99999MIi1962PI..C01.211S11

	rv-	Limited
1 S. NO.	Deta~ls required /formation	7 of such event
	Name of the target entity, details	Optrix Laboratories Private Limited ("Optrix")
a)	in brief such as size, turnover etc.	Total Income (Consolidated): Rs. 173.38 Crore(17-
	.-
	Whether the acquisition would
	fall within related party
	transaction(8) and whether the
	promoter/ pronloter group/
	group companies have any
	interest in the entity being
	acquired? If yes, nature of
	interest and details thereof and
	whether the same is done at
	"arm's length"	---+ 4 -I -.
	wh~ch the entity being acquired belongs;	Active pharmaceutical ingredients ("APIs") / intermediates
		and effects of acquismobjective of tile investment is to gain
	(including but not limited to,	access to the manufacturing facility of Optrix. The
	disclosure of reasons for	Company is facing a shortage of APi and
	acquisition of target entity, if its	Intermediates manufacturing capacity. This
	business is outside the main line	investment will provide the Company with
	of business of the listed entitv):	additional ca~acitv to meet immediate its
		requirements and fulfil its export -.
	of any governmental "'	Not Applicable I
	or regulatory approvals required
	for the acquisition;	-~ --
	indicative time period for	Pursuant to and immediately upon conclusion of
	completion of the acquisition;	the board meeting, the Company has entered into - I definitive agreements and completed the ,
	. .-	I ___i transaction contemplated therein
i n)	nature of consideration -whether 1- Cash consideration
I -	/ cash consideration or share swap /
	L - - and details of the same,	.~ I
	cost of acquisition or the price at	Rs.47,92,56,214
	which the shares are acquired;
	percentage of sharehoidind	21,98,423 equity shares representing 19.99% of
	--	1 control acquired and /or number / the share capital of Optrix on a fully diluted basis
	of shares acquired;
	brief background about the entity	Incorporated on 26 March 2012, Optrix is engaged
	acquired in terms of products/iine of business	in the business of researching, developing, manufacturing, marketing and distribution of
	acquired, date of incorporation,	active pharmaceutical ingredients and
	history of last 3 years turnover,	intermediates
	country in which the acquired
	entity has presence and any	Optrix's consolidated turnover was Rs. 54.46
	other significant information (in	Crorein 2016, Rs. 3.09.97 Crore in 2017 and Rs.
	brief);	172.58 Crore in 2018.

Reg1:;tered Officf: Unirllern Bhav;,n, Prabilat Estate, Off 5. V. Road, Jogeshwari (West), Mumbai - 400 3.02, Matiar;lshtra, India. Tel.: 1-91 (22) 66888333 s iZzx.: f91 (22) 26784391 * Website: www.uiiichemiabs.corn - CIN: 199999M141962PL.CO12451