Zydus Lifesciences : Letter of Offer

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a registered Equity Shareholder/ Beneficial Owner of Zydus Lifesciences Limited (formerly known as "Cadila Healthcare Limited") (hereinafter referred as "the Company") as on the Record Date (as defined below) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("Buyback Regulations"). If you require any clarifications about the action to be taken, you should consult your stockbroker or investment consultant or the Manager to the Buyback Offer i.e., ICICI Securities Limited, or the Registrar to the Buyback Offer i.e., Link Intime India Private Limited. Please refer to the section on "Definitions of Key Terms" on page no. 3 of this Letter of Offer for the definitions of the capitalized terms used herein.

Zydus Lifesciences Limited

(formerly known as Cadila Healthcare Limited)

CIN: L24230GJ1995PLC025878

Registered Office: Zydus Corporate Park, Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Sarkhej - Gandhinagar Highway, Near Vaishnodevi Circle,

Ahmedabad- 382 481, Gujarat, India

Contact Person: Mr. Dhaval N. Soni, Company Secretary & Compliance Officer

Tel. No.: [phone];

E-mail: [e-mail]; Website: www.zyduslife.com

OFFER TO 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 FACE VALUE OF INR 1/- (INDIAN RUPEE ONE ONLY) EACH ("EQUITY SHARES"), REPRESENTING 1.13% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP SHARE CAPITAL OF THE COMPANY, FROM THE EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON JUNE 2, 2022 (RECORD DATE) ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" ROUTE 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) EXCLUDING TRANSACTION COSTS.

1. The Buyback is in accordance with Article 14 of the Articles of Association of the Company and pursuant to Sections 68, 69, 70 and any other applicable provisions, if any, of the Companies Act, and the rules framed thereunder including the Share Capital Rules, Management Rules, to the extent applicable, Buyback Regulations read with the SEBI Circulars and the Listing Regulations, and including any amendments, statutory modifications or re-enactments thereof, 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 SEBI, ROC, NSE, BSE and/ or other authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed by the Board.
2. 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, and is the statutory limit of 10% of the aggregate of the total 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.
3. The Letter of Offer will be sent to the Equity Shareholder(s)/ Beneficial Owner(s) of Equity Shares as on the Record Date i.e., June 2, 2022 in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable.
4. The procedure for tendering shares and settlement is set out in paragraph 20 (Procedure for Tendering Shares and Settlement) on page no. 52 of this Letter of
   Offer. The form of acceptance cum acknowledgement ("Tender Form") along with share transfer form ("Form SH-4") is enclosed together with this Letter of Offer.
5. The procedure for Acceptance is set out in paragraph 19 (Process and Methodology for the Buyback) on page no. 46 of this Letter of Offer. The payment of consideration is in cash to the Eligible Shareholders. For mode of payment of consideration to the Eligible Shareholders, please refer to paragraph 20.29 (Method of Settlement) on page no. 61 of this Letter of Offer.
6. A copy of the Public Announcement, the Draft Letter of Offer and the Letter of Offer (along with the Tender Form and Form SH-4) shall be available on the website of the Company (www.zyduslife.com) and is expected to be available on the websites of SEBI (www.sebi.gov.in), NSE (www.nseindia.com), BSE (www.bseindia.com), and Registrar to the Buyback (www.linkintime.co.in).
7. Eligible Shareholders are advised to read the Letter of Offer and in particular, refer to paragraph 17 (Details of Statutory Approvals) on page no. 45 of this Letter of Offer and paragraph 21 (Note on Taxation) on page no. 63 of this Letter of Offer before tendering their Equity Shares in the Buyback.

BUYBACK PROGRAMME

BUYBACK OPENS ON: THURSDAY, JUNE 23, 2022

BUYBACK CLOSES ON: WEDNESDAY, JULY 6, 2022

LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR TO THE BUYBACK: WEDNESDAY, JULY 6, 2022

by 5:00 pm (IST)

MANAGER TO THE BUYBACK	REGISTRAR TO THE BUYBACK
ICICI Securities Limited	Link Intime India Private Limited
Address: ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai -	Address: C 101, 1st Floor, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400
400025, Maharashtra, India	083, Maharashtra, India
Tel. no.: [phone]; Fax no.: + 91 22 6807 7801	Tel. no.: [phone]; Fax no.: [phone]
Contact person: Mr. Shekher Asnani / Mr. Sumit Singh	Contact person: Mr. Sumeet Deshpande
Email:[e-mail]/[e-mail]	Email:[e-mail]
Website:www.icicisecurities.com	Website:www.linkintime.co.in
SEBI registration no.: INM000011179	SEBI registration no.: INR000004058
Validity period: Permanent	Validity period: Permanent

	TABLE OF CONTENTS
1.	SCHEDULE OF ACTIVITIES ...............................................................................................................	3
2.	DEFINITION OF KEY TERMS.............................................................................................................	3
3.	DISCLAIMER CLAUSE.......................................................................................................................	8
4.	TEXT OF RESOLUTION PASSED AT THE BOARD MEETING .............................................................	10
5.	DETAILS OF PUBLIC ANNOUNCEMENT .........................................................................................	19
6.	DETAILS OF THE BUYBACK............................................................................................................	20
7.	AUTHORITY FOR THE BUYBACK....................................................................................................	22
8.	NECESSITY FOR THE BUYBACK......................................................................................................	22

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE

	COMPANY ....................................................................................................................................	22
10.	BASIS OF CALCULATING THE BUYBACK PRICE...............................................................................	30
11.	SOURCES OF FUNDS FOR THE BUYBACK.......................................................................................	30

12. DETAILS OF ESCROW ACCOUNT AND AMOUNT TO BE DEPOSITED THEREIN AND FIRM FINANCIAL

	ARRANGEMENT............................................................................................................................	31
13.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ..................................................................	31
14.	BRIEF INFORMATION OF THE COMPANY......................................................................................	34
15.	FINANCIAL INFORMATION ABOUT THE COMPANY ......................................................................	39
16.	STOCK MARKET DATA ..................................................................................................................	43
17.	DETAILS OF STATUTORY APPROVALS ...........................................................................................	45
18.	DETAILS OF THE REGISTRAR TO THE BUYBACK.............................................................................	45
19.	PROCESS AND METHODOLOGY FOR THE BUYBACK......................................................................	46
20.	PROCEDURE FOR TENDERING SHARES AND SETTLEMENT ............................................................	52
21.	NOTE ON TAXATION.....................................................................................................................	63
22.	DECLARATION FROM THE BOARD OF DIRECTORS ........................................................................	66
23.	STATUTORY AUDITOR'S REPORT ..................................................................................................	66
24.	DOCUMENTS FOR INSPECTION.....................................................................................................	70
25.	DETAILS OF THE COMPLIANCE OFFICER........................................................................................	71
26.	DETAILS OF REMEDIES AVAILABLE TO SHAREHOLDERS/ BENEFICIAL OWNERS ............................	71
27.	DETAILS OF THE INVESTOR SERVICE CENTRE ................................................................................	71
28.	DETAILS OF THE MANAGER TO THE BUYBACK..............................................................................	72
29.	DECLARATION BY THE DIRECTORS................................................................................................	72
TENDER FORMS

1.	SCHEDULE OF ACTIVITIES
	Activity	Schedule of activities
	Date			Day
Date of Board Meeting approving the proposal for the	May 20, 2022			Friday
Buyback
Date of the Public Announcement for the Buyback	May 23, 2022			Monday
Date of publication of the Public Announcement for	May 24, 2022			Tuesday
Buyback
Record Date for determining the Buyback Entitlement	June 2, 2022			Thursday
and the names of Eligible Shareholders
Buyback Opening Date	June 23, 2022			Thursday
Buyback Closing Date	July 6, 2022			Wednesday
Last date of receipt of completed Tender Form and other	July 6, 2022			Wednesday
specified documents by the Registrar
Last date of verification of Tender Forms by Registrar to	July 13, 2022			Wednesday
the Buyback
Last date of intimation to the Designated Stock Exchange	July 14, 2022			Thursday
regarding acceptance or non-acceptance of tendered
Equity Shares by the Registrar
Last date of completion of settlement of bids by the	July 15, 2022			Friday
Clearing Corporation/ Designated Stock Exchange
Last date of dispatch of share certificate(s) by the Registrar	July 15, 2022			Friday
to the Buyback/ unblocking/ return of unaccepted Equity
Shares by Designated Stock Exchange to Eligible
Shareholders/ Seller Broker
Last date for payment of consideration to Eligible	July 15, 2022			Friday
Shareholders who participated in the Buyback
Last Date of Extinguishment of Shares bought back	July 22, 2022			Friday

Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

2. DEFINITION OF KEY TERMS

1. This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specifies otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
2. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Companies Act, 2013, the Depositories Act, 1996, and the rules and regulations made thereunder.

Term	Description

Acceptance/ Accept/ or Acceptance of Equity Shares tendered by Eligible Shareholders in the

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Accepted	Buyback
Act or Companies Act	The Companies Act, 2013, as amended and rules framed thereunder
Acquisition Window	The facility for acquisition of Equity Shares through the mechanism
	provided by the Designated Stock Exchange in the form of a separate
	window in accordance with SEBI Circulars
Additional Equity Shares	Additional Equity Shares tendered by an Eligible Shareholder over and
	above the Buyback Entitlement of such Eligible Shareholder up to the
	extent of Equity Shares held by such Eligible Shareholder on the Record
	Date
Articles or Articles of	Articles of Association of the Company, as amended from time to time
Association
Board or Board of Directors	Board of Directors of the Company, which expression shall include any
	committee constituted by the Board to exercise its powers, including
	the powers conferred by the resolution passed by the Board at its
	meeting held on May 20, 2022
Board Meeting	Meeting of the Board held on May 20, 2022 inter alia to approve the
	Buyback
BSE	BSE Limited
Buyback or Buyback Offer	Offer to buy back not exceeding 1,15,38,461 (One Crore Fifteen Lakh
or Offer	Thirty Eight Thousand Four Hundred and Sixty One) Equity Shares at a
	price of INR 650 (Indian Rupees Six Hundred and Fifty only) per Equity
	Share payable in cash from the Eligible Shareholders on a
	proportionate basis through the Tender Offer route in terms of the
	Buyback Regulations read with SEBI Circulars
Buyback Closing Date	Wednesday, July 6, 2022
Buyback Committee or	Buyback committee, comprising of Mr. Pankaj R. Patel, Dr. Sharvil P.
Committee	Patel, Mr. Ganesh N. Nayak and Mr. Mukesh M. Patel, directors of the
	Company, constituted and authorized for the purposes of the Buyback
	by a resolution passed by the Board at its meeting held on May 20,
	2022
Buyback Entitlement or	The number of Equity Shares that an Eligible Shareholder is entitled to
Entitlement	tender, in the Buyback, based on the number of Equity Shares held by
	such Eligible Shareholder, on the Record Date and the ratio /
	percentage of Buyback applicable in the category to which such Eligible
	Shareholder belongs
Buyback Opening Date	Thursday, June 23, 2022
Buyback Price or Buyback	Price at which Equity Shares will be bought back from the Eligible
Offer Price	Shareholders i.e., INR 650 (Indian Rupees Six Hundred and Fifty only)
	per Equity Share, payable in cash
Buyback Period	The period between the date of the Board Meeting to approve the
	Buyback i.e., May 20, 2022 and the date on which the payment of
	consideration is made to the Eligible Shareholders who have accepted
	the Buyback
Buyback Regulations	SEBI (Buy-Back of Securities) Regulations, 2018, as amended from time
	to time
Buyback Size or Offer Size	Maximum number of Equity Shares proposed to be bought back i.e., not
	exceeding 1,15,38,461 (One Crore Fifteen Lakh Thirty Eight Thousand

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	Four Hundred and Sixty One) Equity Shares multiplied by the Buyback
	Price (i.e., INR 650 (Indian Rupees Six Hundred and Fifty only) per Equity
	Share) aggregating to an amount not exceeding INR 750,00,00,000
	(Indian Rupees Seven Hundred and Fifty Crore only). The Buyback Offer
	Size excludes Transaction Costs.
CIN	Corporate Identity Number
Clearing Corporation	NSE Clearing Limited
"Company" or "Our	Zydus Lifesciences Limited
Company" or "we" or "us"
or "our"
Company's Broker	ICICI Securities Limited
Company Demat Account	A demat account of the Company wherein demat shares bought back in
	the Buyback would be transferred
Compliance Officer	Mr. Dhaval N. Soni
Draft Letter of Offer	The draft letter of offer dated May 30, 2022 filed with SEBI through the
	Manager to the Buyback, containing disclosures in relation to the
	Buyback as specified in Schedule III of the Buyback Regulations.
Depositories	Collectively, National Securities Depository Limited and Central
	Depository Services (India) Limited
Designated Stock Exchange	NSE
Director(s)	Director(s) of the Company
DIN	Director Identification Number
DP	Depository Participant
Equity Share(s) or Share(s)	Fully paid-up equity shares of the Company of face value of INR 1
	(Indian Rupee One only) each
Eligible Person(s) or Eligible	Equity Shareholders eligible to participate in the Buyback and would
Shareholder(s)	mean all Equity Shareholders/ Beneficial Owners of the Equity Shares of
	the Company on the Record Date, being June 2, 2022, and do not
	include such Equity Shareholders/ Beneficial Owners of the Equity
	Shares who are not permitted under the applicable law to tender Equity
	Shares in the Buyback.
Escrow Account	Escrow account titled "Zydus Lifesciences Limited Buyback Issue
	Account - 2022" opened with the Escrow Agent in accordance with
	Buyback Regulations
Escrow Agent	ICICI Bank Limited
Escrow Agreement	The escrow agreement dated June 10, 2022 entered into between the
	Company, the Escrow Agent, and the Manager to the Buyback
FATCA	Foreign Account Tax Compliance Act
FEMA	Foreign Exchange and Management Act, 1999, as amended from time
	to time, including the regulations, circulars, directions and
	notifications issued thereunder
FII(s)	Foreign Institutional Investor(s)
FPI(s)	Foreign Portfolio Investor(s)
General Category	Eligible Shareholders other than the Small Shareholders
IPV	In person verification

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