Zydus Lifesciences : Board Resolution 20.05.2022 approving Buy Back

May 21, 2022
BSE Limited	National Stock Exchange of India Limited
Listing Department	Listing Department
P J Towers, Dalal Street,	Exchange Plaza, 5th floor, Plot No. C/1,
Fort, Mumbai-400 001	G Block, Bandra-Kurla Complex, Bandra (E)
Scrip Code: 532321	Mumbai - 400 051
	NSE Symbol: ZYDUSLIFE
Dear Sir/ Madam,

Sub: Submission of Board Resolution for the buyback of equity shares of Zydus Lifesciences Limited ("Company").

In continuation of our letter dated May 20, 2022, wherein we informed that the Board of Directors of the Company, at its meeting held on May 20, 2022, approved the buyback of not exceeding 1,15,38,461 (One Crore Fifteen Lakh Thirty Eight Thousand Four Hundred and Sixty One) fully paid-up equity shares of the Company, having a face value of INR 1/- ("Equity Shares"), representing 1.13% of the total number of Equity Shares in the paid-up equity share capital of the Company, at a price of INR 650 (Indian Rupees Six Hundred and Fifty only) per Equity Share payable in cash for an aggregate amount not exceeding INR 750,00,00,000 (Indian Rupees Seven Hundred and Fifty Crore only) ("Buyback Size"), on a proportionate basis through the tender offer route, in accordance with the Companies Act, 2013, as amended, and rules made thereunder, and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("Buyback Regulations") and other applicable laws. It is clarified that the Buyback Size represents 6.85% and 4.36% of the aggregate of the total paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively.

In compliance with Regulation 5(vii) of the Buyback Regulations, a copy of the resolution passed by the Board of Directors of the Company, at its meeting held on May 20, 2022, approving the buyback is enclosed as Annexure.

We request you to kindly take the above on record.

Thanking you.

Yours sincerely,

For, ZYDUS LIFESCIENCES LIMITED

_______________________________

DHAVAL SONI

COMPANY SECRETARY & COMPLIANCE OFFICER

Encl. As above.

Annexure

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTORS OF ZYDUS LIFESCIENES LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY LOCATED AT ZYDUS CORPORATE PARK, SCHEME NO. 63, SURVEY NO. 536, KHORAJ (GANDHINAGAR), NEAR VAISHNODEVI CIRCLE, S G HIGHWAY, AHMEDABAD- 382481 ON MAY 20, 2022 AT 12.10 HRS.

"RESOLVED THAT in accordance with Article 14 of the Articles of Association of the Zydus Lifesciences Limited ("Company") and pursuant to the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Companies Act"), rules framed under the Companies Act, including the Companies (Share Capital and Debentures) Rules, 2014 as amended and the Companies (Management and Administration) Rules, 2014, as amended, to the extent applicable, and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the "Buyback Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), and including any amendments, statutory modification(s) or re-enactment(s) for the time being in force, and subject to such other approvals, permissions, consents, exemptions and sanctions, as may be necessary and subject to any modifications and conditions, if any, as may be prescribed by the Securities and Exchange Board of India ("SEBI"), Registrar of Companies, Ahmedabad (the "ROC"), BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") and/ or other authorities institutions or bodies (the "Appropriate Authorities"), as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (the "Board", which expression shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this Board resolution), the Board hereby approves the buyback of not exceeding 1,15,38,461 (One crore Fifteen Lakh Thirty Eight Thousands Four Hundred and Sixty One) fully paid-up equity shares of the Company, each having a face value of INR 1/- ("Equity Shares"), representing 1.13% of the total number of equity shares in the paid-up share capital of the Company, at a price of INR 650/- (Indian Rupees Six Hundred and Fifty only) per Equity Share ("Buyback Price") payable in cash for an aggregate amount not exceeding INR 750,00,00,000/- (Indian Rupees Seven Hundred and Fifty only) ("Buyback Size"), being 6.85% and 4.36% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively (which is within the statutory limits of 10% of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company, under the Board approval

route as per the provisions of the Companies Act and Buyback Regulations), on a proportionate basis through the "tender offer" route as prescribed under the Buyback Regulations, from all of the equity shareholders/ beneficial owners of the Company, including the promoters of the Company (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and to be referred as "Promoters") who hold Equity Shares as of the record date (the "Record Date" and such buyback the "Buyback") and that the Buyback Size does not include transaction costs viz. brokerage costs, fees, turnover charges, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty, etc., expenses incurred or to be incurred for the Buyback like filing fees payable to the SEBI, advisors/ legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc.

RESOLVED FURTHER THAT June 2, 2022 shall be the Record Date for the purposes of determining the entitlement and names of the equity shareholders who would be eligible to participate in the Buyback.

RESOLVED FURTHER THAT the Company shall implement the Buyback using the "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting" notified by the SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, including any amendments or statutory modifications for the time being in force ("SEBI Circulars"), and the Company shall approach NSE for facilitating the same which shall act as the designated stock exchange.

RESOLVED FURTHER THAT the Company shall implement the Buyback out of its securities premium account, free reserves and/ or such other sources as may be permitted by law, and the Buyback shall be through tender offer in such manner as may be prescribed under the Companies Act and the Buyback Regulations, and on such terms and conditions as the Board may deem fit.

RESOLVED FURTHER THAT in terms of Section 69 of the Companies Act, the Company shall transfer from its free reserves or securities premium account and/ or such other sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares bought back through the Buyback, to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited financial statements.

RESOLVED FURTHER THAT all equity shareholders/ beneficial owners of the Equity Shares, including Promoters, who hold Equity Shares as on the Record Date ("Eligible Shareholders"), will be eligible to participate in the Buyback except any shareholders who may be specifically prohibited under the applicable laws by Appropriate Authorities.

RESOLVED FURTHER THAT as required by Regulation 6 of the Buyback Regulations, the Company shall buyback Equity Shares from the Eligible Shareholders, on a proportionate basis under the tender offer, provided 15% of the number of Equity Shares which the Company proposes to buyback or number of Equity Shares entitled as per the shareholding of small shareholders at the Record Date, whichever is higher, shall be reserved for small shareholders, as defined in the Buyback Regulations.

RESOLVED FURTHER THAT the Buyback from the Eligible Shareholders who are residents outside India including non-resident Indians, foreign nationals, foreign corporate bodies (including erstwhile overseas corporate bodies), foreign institutional investors/foreign portfolio investors, shall be subject to such approvals, if any and to the extent necessary or required from the concerned authorities including approvals from the Reserve Bank of India under the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, and that such approvals shall be required to be taken by such non-resident shareholders.

RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Listing Regulations.

RESOLVED FURTHER THAT the Company shall not use borrowed funds, whether secured or unsecured, of any form and nature, from banks and financial institutions for paying the consideration to the equity shareholders who have tendered their Equity Shares in the Buyback.

RESOLVED FURTHER THAT the Company shall earmark adequate sources of funds for the purpose of the Buyback.

RESOLVED FURTHER THAT in terms of the Buyback Regulations, in the event of non-fulfilment of the obligations under the Buyback Regulations by the Company, the monies deposited in the escrow account in full or in part shall be forfeited and distributed pro rata amongst the shareholders who accepted the offer and balance if any shall be utilized for investor protection in accordance with Buyback Regulations.

RESOLVED FURTHER THAT in terms of Regulation 24(iii) of the Buyback Regulations, Mr. Dhaval N. Soni, Company Secretary & Compliance Officer of the Company, be and is hereby appointed as the Compliance Officer for the Buyback.

RESOLVED FURTHER THAT the Company shall maintain a register of securities bought back wherein details of Equity Shares bought back, consideration paid for the Equity Shares bought back, date of cancellation of Equity Shares and date of extinguishing and physically destroying of Equity Shares and such other particulars as may be prescribed, shall be entered and that Mr Dhaval N. Soni, Company Secretary & Compliance Officer of the Company and Mr. Vishal Gor, Senior Vice President (Corporate Finance) of the Company be and are hereby severally authorised to authenticate the entries made in the said register.

RESOLVED FURTHER THAT the Board hereby takes on record the draft report dated May 20, 2022 issued by DELOITTE HASKINS & SELLS, Chartered Accountants, the statutory auditors of the Company, as required under clause (xi) of Schedule I of the Buyback Regulations.

RESOLVED FURTHER THAT as required by Clause (x) of Schedule I of the Buyback Regulations, the Board hereby confirms that it has made full enquiry into the affairs and prospects of the Company and has formed an opinion, that:

1. immediately following the date of board meeting (i.e., May 20, 2022) ("Board Meeting") there will be no grounds on which the Company can be found unable to pay its debts;
2. as regards the Company's prospects for the year immediately following the date of Board Meeting , and having regards to the Board's intention with respect to the management of the Company's business during that year and to the amount and character of the financial resources, which will, in the Board's view, be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the Board Meeting; and
3. in forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Companies Act, or the Insolvency and Bankruptcy Code, 2016, as applicable.

RESOLVED FURTHER THAT the Board hereby confirms that: