for private circulation only · f or private circulation only risk factors contained in the private...

For private circulation only

Sr. No..'

Addressed to:

Date.'

Adiffla Medisales Limited(An unlisted public company under the Companies Act, 1956)

Corporate Identification Number: U24230GJl 990PLCO 14535Date of Incorporation: 16th October 1990

Registered Office: 402, 4"' Floor, R. K. Centre, Fatehgunj Main Road, Vadodara - 300 002Mumbai office of Issuer: F.P. 145, Ram Mandir Road, Vile Parle (East), Mumbai - 400 057

Telephone No.: +91 22 42181111 ; Fax: +91 22 43242209;

Information Memorandum containing disclosures in accordance with Schedule I of SEBI (Issue andListing of Debt Securities) Regulations, 2008 (the "Information Memorandum") for the issue of 5000(Five Thousand) rated, listed, secured, zero coupon, redeemable, transferable, non-convertibledebentures of face value of INR 10,00,000/- (Indian Rupees Ten Lacs only) each, aggregating up toINR 500,00,00,000/- (Indian Rupees Five Hundred Crore only) (the "Debentures") on a privateplacement basis (the "Issue") by Aditya Medisales Limited (the "Issuer" or "Company") to be listedon the wholesale debt market ("WDM") segment of the BSE Limited ("BSE" or "Stock Exchange").The Issue would be under the electronic book mechanism for issuance of debt securities on privateplacement basis as per the Securities and Exchange Board of India ("SEBI") circular no.SEBI/HO/DDHS/CIR/P/2018/05 dated January s, 2018 as amended on August 16, 2018 and anyfurther amendments thereto ("SEBI EBP Circular") read with the "Updated Operational Guidelinesfor issuance of Securities on Private Placement basis through an Electronic Book Mechanism" issuedby BSE and any amendments thereto ("BSE EBP Guidelines", together with the SEBI EBP Circularreferred to as the "Operational Guidelines"). The Company intends to use the BSE BOND-EBPPlatform.

Background

This Information Memorandum is related to the Debentures to be issued on a private placement basisby the Issuer and contains relevant information and disclosures required for the purpose of issuing ofthe Debentures. The issue of the Debentures comprised in the Issue and described under thisInforrnation Memorandum has been authorised by the Issuer through resolutions passed by theshareholders of the Issuer on August s, 2019 and the Board of Directors of the Issuer on August 23,2019 and the Memorandiun and Articles of Association of the Company.

Pursuant to the resolution passed by the Company's shareholders dated August s, 2019 in accordancewith provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon suchterms and conditions as the Board may think fit amounts up to INR 2500,00,00,000 (Indian RupeesTwo Thousand Five Hundred Crores only). The present issue of the Debentures in terms of thisInformation Memorandum and the Private Placement Offer Letter (defined below) is within theoverall powers of the Board as per the above shareholders' resolution.

General Risks

Investment in debt and debt related securities involve a degree of risk and Investors should not investany funds in the debt instruments, unless they can afford to take the risks attached to such investmentsand only after reading the information carefully. For taking an investment decision, the Investors mustrely on their own examination of the Company and the Issue including the risks involved. TheDebentures have not been recommended or approved by the SEBI nor does the SEBI guaJeaccuracy or adequacy of this document. Specific attention of Investors is invited to the t;r4s<

'l-':Q3 y !7,

(y y")

1

F or private circulation only

Risk Factors contained in the Private Placement Offer Letter. T his Information Memorandum has notbeen submitted, cleared or approved by the SEBI.

Issuer's Absolute Responsibility

The Issuer, having made all reasonable inquiries, confirms and represents thar the informationcontained in this Inforrnation Memorandum is true and correct in all material respects and is notmisleading in any material respect, that the opinions and intentions expressed herein are honestly heldand that there are no other facts, the omission of which makes this document as a whole or any ofsuch information or the expression of any such opinions or intentions misleading in any materialrespect. The Issuer is sole}y responsible for the correctness, adequacy and disclosure of all relevantinformation herein.

Credit Rating

The Debentures have been rated by Acuite Ratings & Research Lirnited ("Rating Agency"). TheRating Agency has vide its letter date& August 21, 2019 assigned a rating of ACUITE AA+(80) inrespect of the Debentures. The above rating is not a recommendation to buy, sell or hold the securitiesand Investors should take their own decision in t]aiis regard. The ratings may be subject to revision orwithdrawal at any time by the Rating Agency and should be evaluated independently of any otherratings. Please refer to Annexure A of this I?nforrnation Memorandum for the letter dated August 21,2019 from the Rating Agency assigning the credit rating mentioned above and the letter dated August21, 2019 issued by the Rating Agency disclosing the rating rationale adopted for the aforesaid creditrating.

Issue Schedule"'

JJssue Opening Datei Pay In Date

ist 27, 201 srAugust 28, 2019

lJssue closing Date l August 27, JDeemedAllotmentDate August28,2019

*The Issuer reserves the right to change the issue schedule inchtding the Deemed Date of Allotmentas agreed with the proposed investor and will notify the proposed investor ofsuch revised schedule byway of a supplement to this Information Memorandum. The Issue shall be open for subscriptionduring the banking hours on each day during the period covered by the Issue Schedule.

Listing

The Debentures are proposed to be listed on the wholesale debt market of the Stock Exchange. TheIssuer has obtained an 'in-principle' approval from the Stock Exchange for listing of the Debenturesvide letter dated August 23, 2019.

We understand that there are specific end use restrictions pertaiaing to investments by FPIs intounlisted debt securities and in case the Debentures are not listed within the timefrarne as specified inthis hiforrnation Memorandum, the custodian shall report such trades to the regulatory authorities.

Registrar & Transfer AgentLink Intime India Pvt. Ltd.

C-101, 1' Floor, 247 Park, Lal BahadurShastri Marg, Vikhroli (West, Mumbai - 400083

Debenture Trustee

Axis Tmstee Services Limited

Axis House, 2nd Floor, Wadia InternationalCentre, Pandurang Budhkar Marg, Worli,Murnbai 400 025

Telephone: +91 22 24255215Facsimile: +91 22 43253000

2


TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONSSECTION 2: NOTICE TO INVESTORS AND DISCLAIMERSSECTION 3: REGULATORY DISCLOSURESSECTION 4: DISCLOSURES PERTAINING TO WILFUL DEFAULTSECTION s: DISCLOSURE OF CASH FLOWSSECTION 6: OTHER INFORMATION AND AJ'PLICATION PROCESSSECTION 7: DECLARATION

ANNEXtJRE A: CREDIT RATING LETTER & RATING RATIONALEANNEXURE B : AUDITED FINANCIAL STATEMENTS FOR THE LAST 3 YEARSANNEXURE C: DEBENmRE TRUSTEE CONSENT LETTERANNEXtJRE D: DEED OF GUARANTEE

-ANNEXURE E: COPIES OF BOARD RESOLUTION AND SHAREHOLDERS'RESOLUTION

1

3

6

24

25

26

32

33

34

35

36

37

t4-'-Qs

k ?:j'?d

3


SECTIONI: DEFINITIONSANDAJ3BREVIATIONS

Capitalized terms used but not defined hereunder shall have the meaning ascribed to them inthe Debenture Trust Deed executed/to be executed by and between the Debenture Trustee andthe Company (the "Debenture Trust Deed") in relation to the Debentures. Unless the contextotherwise indicates or requires, the following terms shall have the meanings given below inthis Inforrnation Memorandum.

r Allot/Allotment/Allotted

r Application Form

Board/Board of Directors

r BSE BOND-EBP Platforrn

lDebenture Holders / Investors

Demat

Depositories Act$r Depository Participant / DP

j?tor(s)?'?Financial Year/ FY

(7pxIssue Closing Date

Issue Opening Date

?ps:ot?

Pay In Date

Private Placement Offer Letter

r Unless the context otherwise requires or implies, theallotment of the Debentures pursuant to this Issue. i

r The Application Form attached to the Private PlacernentOffer. 1The Board of Directors of the Issuer. 1

l Electronic Book Provider Platforrn of BSE Lirnited forissuance of debt securities on private placement basis. 1Central Depository Services (India) Lirnited. lThe holders of the Debentures issued by the Issuer andshall include the registered transferees of the Debenturesfrom time to time.

Refers to dematerialized securities which are securities thatare in electronic form, and not in physical form, with theentries noted by the Depository.The Depositories Act, 1996, as amended from time to time. 1NSDL and/or CDSL. 1

i A depository participant as defined under the DepositoriesAct. l

JDirector(s) of the Issuer. i, Depository Participant. l

Depository Participant Identification Number. l

Twelve months period cormnencing from April l of aparticular calendar year and ending on March 31 of thesubsequent calendar year.Foreign Portfolio Investor registered with the SEBI.August 27, 2019 or such other date as may be agreedbetween the Issuer and the proposed Investor and notifiedto the proposed Investor by way of a supplement to thisInforrnation Memorandum.

August 27, 2019 or such other date as may be agreedbetween the Issuer and the proposed Investor and notifiedto the proposed Investor by way of a supplement to tMsInforrnation Memorandum.

Jle. lNational Securities Depository Limited. ]

4ccount Nurnber. lAugust 28, 2019 or such other date as may be agreedbetween the Issuer and the proposed I[nvestor and notifiedto the proposed Investor by way of a supplement to thishiformation Memorandurn.

Shall mean the private placement offer curn applicationletter issued by the Company, prepared in compliance withSection 42 of the Companies Act, 2013 read with theCompanies (Prospectus and Allotment of Securities) Rules,2014 as may be amended from time to time.

1


Acuite Ratings & Research Limited, being a credit ratingagency registered with SEBI pursuant to SEBI (CreditRating Agencies) Regulations 1999, as amended from timeto time.

FRBI Reserve Bank of India. 1r Record Date 'f The date falling 3 Business Days prior to each redemption

date. lilRegistrar and Transfer Agent i Registrar and transfer agent to the Issue, in this case beingr Link Intime India Pvt. Ltd. 1

l ROC iRegistrar of Companies. ll? )Indian National Rupee. i

? Real Time Gross Settlement. 1SEBI Debt Listing Regulations I The SEBI (Issue and Listing of Debt Securities)

Regulation, 2008 and the SEBI (Listing Obligations andDisdosiu'e Requirements), Regulations, 2015, each asamended from time to time.

FinanciallAny Financial Indebtedness which is secured by,collateralised by, or the payment of which is otherwiseassured by, any Shares held by the Promoter Group.2

The Companies Act, 2013 and such of the sectionsof the Companies Act 1956 which continue to be in force,as may be amended from time to time.RBI circular on 'Voluntary Retention Route (VRR) forForeign Portfolio Investors (FPIs) investment in debt'dated May 24, 2019

Jwnm lWholesale debt market.

This Information Memorandum shall be read in conjunction with the Debenture Trust Deedand the other Transaction Documents and it is agreed between the Debenture Tmstee and theIssuer that in case of any inconsistency or conflict between this Inforrnation Memorandumand the Debenture Trust Deed, the provisions of the Debenture Trust Deed shall prevail andoverride the provisions of this Information Memorandum.

Rating Agency

Share Backedh'idebtedness

Stock ExchangeThe Companies Act/ the Act

1I

VRR Circular

l

h*l%0,?'Y?iXs,,i@?f;7 l) '4%n lt/? }mh";J

2

Promot'er Group - As disclosed to Stock Exchange.s, the promoter -groupcompanies of Sun Pharmaceutical Industries Lirnitedmanaged by Mr. Dilip Shanghvi and his farnily (asunderstood under the A licable Laws in India).


SECTION2: NOTICETOINVESTORSANDDISCLAIMERS

2.1 ISSUER'S DISCLAIMER

This I[nformation Memorandum is neither a prospectus nor a statement in lieu of a prospectusand should not be construed to be a prospectus or a statement in lieu of a prospectus under theCompanies Act. The issue of Debentures to be listed on the WDM segment of the StockExchange is being made strictly on a private placement basis. Multiple copies hereof given tothe same entity shall be deemed to be given to the same person and shall be treated as such.This h'iformation Memorandum does not constitute and shall not be deemed to constitute anoffer or invitation to the public in general to subscribe to the Debentures.

As per the applicable provisions of law, it is not necessary for a copy of this InforrnationMemorandum to be filed or submitted to the SEBI for its review and/or approval. Howeverpursuant to the provisions of Section 42 of the Act read with the Companies (Prospectus andAllotment of Securities) Rules, 2014, the copy of this Information Memorandum shall be filedwith the ROC and the Stock Exchange within Uhe stipulated timelines under the CompaniesAct and the SEBI Debt Listing Regulations.

This Information Memorandurn has been prepared in conformity with the SEBI Debt ListingRegulations as amended from time to time. This Inforrnation Memor.andum has been preparedsolely to provide general information about the Issuer to the eligible hivestors to whom it isaddressed and who are willing and eligible to subscribe to the Debentures. This InformationMemorandum does not purport to contain all the information that any eligible hivestor mayrequire. Further, this Information Memorandum has been prepared for informational purposesrelating to this transaction only and upon the express understanding that it will be used onlyfor the purposes set forth herein.

Neither this Inforrnation Memorandum nor any other information supplied in connection withthe Debentures is intended to provide the basis of any credit or other evaluation and anyrecipient of this Inforrnation Memorandum should not consider such receipt as arecornrnendation to subscribe to any Debentures. Each potential Investor contemplatingsubscription to any Debentures should make its own independent investigation of thefinancial condition and affairs of the Issuer, and its own appraisal of the creditworthiness ofthe Issuer. Potential Investors should consult their own financial, legal, tax and otherprofessional advisors as to the risks and investment considerations arising from an investmentin the Debentures and should possess the appropriate resources to analyze such investmentand the suitability of such investment to such potential Investor's particular circumstances.The Issuer confirms that, as of the date hereof, this hiforrnation Memorandurn (including thedocuments incorporated by reference herein, if any) contains all the information that ismaterial in the context of the Issue and regulatory requirements in relation to the Issue and isaccurate in all such material respects. No person has been authorized to give any informationor to make any representation not contained or incorporated by reference in this InforrnationMemorandiun or in any material made available by the Issuer to any potential Investorpursuant hereto and, if giyen or made, such information or representation must not be reliedupon as having being authorized by the Issuer. The Issuer certifies that the disclosures madein this Inforrnation Memorandum are adequate and in conformity with the SEBI Debt ListingRegulations. Further, the Issuer accepts no responsibility for statements made otherwise thanin this Inforrnation Memorandum or any other material issued by or at the instance of theIssuer and anyone placing reliance on any source of information other than this InformationMemorandurn or any other material issued by or at the instance of the Issuer would be doingso at its own risk.

This Information Memorandum and the contents hereof are restricted only for theintended recipient(s) who have been addressed directly and specifically through acommunication by the Issuer and only such recipients are eligible to apply,

l i -

y*'l .:,'J

Debentures. All -potential Investors -are required to comply with thefaJH -? X%(p

"?-?aaV3


regulations/guideunes applicable to them for investing in this Issue. The contents of thisInformation Memorandum are intended to be used only by those potential Investors towhom it is distributed. It is not intended for distribution to any other person and sh'ouldnot be reproduced by the recipient.

No invitation is being made to any persons other than those to whom the Private PlacernentOffer Letter and Application Forrns along with this Information Memorandum being issuedhave been sent. Any application by a person to whom this Inforrnation Memorandurn has notbeen sent by the Issuer shall be rejected without assigning any reason.The person who is in receipt of this hiformation Memorandurn shall not reproduce ordistribute in whole or part or make any announcement in public or to a third party (other thanits Affiliates and advisors, in relation to investment in the Debentures) regarding the contentshereof without the consent of the Issuer. Subject to Clause 31 (Disclosure of 14ormatiorx) ofthe Debenture Trust Deed, the recipient agrees to keep confidential all information provided(or made available hereafter) to it under this hiforrnation Memorandum, including, withoutlimitation, the existence and terms of the Issue, any specific pricing information related to theIssue or the amount or terms of any fees payable to us or other parties in coru'iection with theIssue. This Information Memorandum may not be photocopied, reproduced, or distributed toothers at any time without the prior written consent of the Issuer or as otherwise permittedunder the Transaction Documents. Upon request, the recipients will promptly return allmaterial received from the Issuer (including this Information Memorandum), to extentreasonably practicable and permitted by Applicable Law, without retaining any copies hereof.If any recipient of this Information Memorandum decides not to participate in the Issue, thatrecipient must promptly return this Information Memorandum and all reproductions whetherin whole or in part and any other information statement, notice, opinion, memorandum,expression or forecast made or supplied at any time in relation thereto or received inconnection with the Issue to the Issuer, to extent reasonably practicable and permitted byApplicable Law.

The Issuer does not undertake to update this Information Memorandum and the PrivatePlacement Offer Letter to reflect subsequent events after the date of h'xforrnationMemorandurn and the Private Placement Offer Letter and thus it should not be relied uponwith respect to such subsequent events without first confirming its accuracy with the Issuer.Neither the delivery of this Information Memorandum nor any sale of Debentures madehereafter shall, under any circumstances, constitute a representation or create any implicationthat there has been no change in the affairs of the Issuer since the date hereof.This I[nformation Memorandum does not constitute, nor may it be used for or in connectionwith, an offer or solicitation by anyone in any jurisdiction outside India in which such offer orsolicitation is not authorized or to any person outside India to whom it is unlawful to makesuch an offer or solicitation. No action is being taken to permit an offering of the Debenturesor the distribution of this Inforrnation Memorandum in any jurisdiction outside India wheresuch action is required. Persons outside India into whose possession this ][nformationMemorandum comes are required to inform themselves about and to observe any suchrestrictions. This Inforrnation Memorandurn is made available to potential Investors in theIssue on the strict understanding that it is confidential.

4


2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Inforrnation Memorandum has been filed with the BSE Lirnited interms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submissionof this hiformation Memorandurn to the BSE Lirnited should not in any way be deemed orconstrued to mean that this Inforrnation Memorandum has been reviewed, cleared, orapproved by the BSE Lirnited; nor does the BSE Lirnited in any manner warrant, certify orendorse the correctness or completeness of any of the contents of this InformationMemorandurn, nor does the BSE Lirnited warrant that the Issuer' s Debentures will be listed orwill continue to be listed on the BSE Limited; nor does the BSE Limited take anyresponsibility for the soundness of the financial and other conditions of the Issuer, itspromoters, its management or any scheme or project of the Issuer.

2.3 DISCLAIMER CLAUSE OF THE SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy ofthis ][nforrnation Memorandum has to be filed with or submitted to the SEBI for its review /approyal. It is to be distinctly understood that this mformation Memorandum should not inany way be deemed or construed to have been approved or vetted by the SEBI and that thisIssue is not recommended or approved by the SEBI. The SEBI does not take anyresponsibility either for the financial soundness of any proposal for which the Debenturesissued hereof is proposed to be made or for the correctness of the statements made or opinionsexpressed in this Information Memorandum.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

Tms Issue is made in India to Investors as specified under the clause titled "Eligible'!nvestors" of this Information Memorandum, who shall be/have been identified qpfront by theIssuer. This Inforrnation Memorandum does not constitute an offer to sell or an invitation tosubscribe to Debentures offered hereby to any person to whom it is not specifically addressed.Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courtsand tribunals at Delhi. This Information Merriorandum aoes not constitute an offer to sell oran invitation to subscribe to the Debentures herein, in any other jurisdiction (outside India) toany person to whom it is unlawful to make an offer or invitation in such jurisdiction.2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew,disburse or recall the concerned bank facilities or to buy, sell or hold any security. The RatingAgency has based its ratings on information obtained from sources believed by it to beaccurate and reliable. The Rating Agency does not, however, guarantee the accuracy,adequacy or completeness of any information contained i?n this I?uforrnation Memorandurn arxdis not responsible for any errors or omissions or for the results obtained from the use of suchinformation. Most entities whose bank facilities/instruments are rated by the Rating Agencyhave paid a credit rating fee, based on the amount and type of bank facilities/instmments.2.6 ISSUEOFDEBENTURESJNDnMATERTAT,TSEDFORMThe Debentures will be issued in dematerialised form. The Issuer has made arrangementswith the Depositories for the issue of the Debentures in dematerialised form. Investors willhave to hold the Debentures in dematerialised form as per the provisions of Depositories Act.The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiaryaccount maintained by the Investor with its Depositary Participant. The Issuer will make theAllotment to the Investors on the Deemed Date of Allotment after verification of theApplication Forrn, the accompanying documents and on realisation of the application moni

(

:"'?%ie I?

s


SECTION3: REGULATORYDISCLOSURES

This Inforrnation Memorandum is prepared in accordance with the proyisions of the SEBIDebt Listing Regulations and in this section, the Issuer has set out the details required as perSchedule } of the SEBI (Issue and Listing of De'bt Securities) Regulation, 2008.

3.1 Documents to be submitted to the Stock Exchange along with the listingapplication:

The following documents have been / shall be submitted to the BSE Lirnited:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s)for the allotment of the Debentures;Copy of last 3 (three) years audited annual reports;Statement containirxg particulars of, dates of, and parties to all material contracts andagreements;

D. Copy of the Board/comrnittee resolution authorizing the borrowing arid list ofauthorized signatories;

E. An undertaking from the Issuer stating that the necessary documents for the creationof the charge, including the Debenture Trust Deed would be executed within the timeframe prescribed in the relevant regulations/acts/rules etc. and the same would beuploaded on the website of the BSE Limited, where the Debentures have been listed,within s (five) working days of execution of the same;

F. Any other particulars or documents that the Stock Exchange may call for as it deemsfit.

B.

C.

3.2 Documents to be submitted to the Debenture Trustee

The following documents have been/shall be submitted to the Debenture Trustee inelectronic form (soff copy) at the time of the allotment of the Debentures:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s)for the allotment of the Debentures;Copy of last 3 (three) years audited amiual reports;Statement containing particulars of, dates of, and parties to all material contracts andagreements;

D. Latest audited / limited review half yearly consolidated (wherever available) andstandalone financial information (profit & loss statement, balance sheet and cash flowstatement) and auditor qualifications, if any;

E. An undertaking to the effect that the Issuer would, until the redemption of theDebentures, submit the details mentioned in point (D) above to the Debenture Tmsteewithin the timelines as mentioned in Simplified Listing Agreement issued by SEBIvide circular No. SEBI/IMD/BOND/1/2009/1 1/05 dated May 11, 2009 as amendedfrom time to time, for furnishing / publishing its half yearly/ annual result. Further,the Issuer shall within 180 (one hundred and eighty) days from the end of theFinancial Year, submit a copy of the latest annual report to the Debenture Trustee andthe Debenture Tmstee shall be obliged to share the details submitted under this clausewith all 'Qualified histitutional Buyers' and other existing debenture-holders within 2(two) Business Days of their specific request.

B.

C.

6


3.3 Information in relation to the Issuer:

Name of the Issuer: Aditya Medisales Limited

RegisteredofficeofIssuer: 402, 4th floor, R. K. Centre, Fatehgunj Main Road,Vadodara - 300 002

F.P.145, Ram Mandir Road, Vile Parle (East), Mumbai -400 057

Compliance officer of Issuer: Ms. Ayushi Shah F.P.145, Ram Mandir Road, Vile Parle(East), Mumbai - 400 05 7

ROC RegistrationNumber: 014535

CorporateIdentificationNumber: U24230GJ1990PLCO14535

PhoneNo.: +91 2242181111

Fax No: +91 22 43242209

Contact Person: Mr. Kawaldeep Singh Baimah

Email: [email protected]

Name and Address of theAuditors of the Issuer:

Mumbai office of Issuer:

Valia & Tirnbadia

32, Trinity Chambers, 117, Bora Bazar Street, Fort,Mumbai - 400 001

Name and Address of the

Debenture Trustee to the Issue: Axis Tmstee Services LimitedAxis House, 2nd Floor, Wadia Intemational Centre,Pandurang Budhkar Marg, Worli, Mumbai 400 025

Narne and Address of the

Registrar to the Issue: Link Intime India Pvt. Ltd.

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,Vikhroli (West, Mumbai - 400 083

Name and Address of the

Credit Rating Agency of the Issue: Acuite Ratings & Research LirnitedA 812, The Capital, G Block, BKC, Bmdra East,

Mumbai - 400 051

3.4

A.

A brief summary of business / activities of the Issuer and its line of business

Overview

Aditya Medisales Lirnited ("AML" or "the Company") was originally incorporated asAditya Medisales Private Lirnited on 16(h October 1990. The Company wassubsequently converted into a public limited company viz. Aditya Medisales Limitedon 3'd April 1994. The Corporate Identity Number of the Company $U24230GJ1 990PLCO14535. The Registered Office of the Company is situatedP,1%,

7


4th Floor, R.K. Centre, Fatehgunj Main Road, Vadodara - 390002, Gujarat and theMumbai Office is located at F. P. 145, 3rd Floor, Gurukul CHS, Ram Mandir Road-,Vile Parle (East), Mumbai - 40p057, Maharashtra, India. The 'Company became -;subsidiary of Shanghvi Finance Private Lirnited with effect from 23'd October 2018.

The Company used to act as distributor of pharrnaceutical products for Sun Pharrna,which has been discontinued with effect from 30th June, 2019. Currently th;Company holds shares of certain companies including Sun Pharmaceutical IndustriesLimited.

B. Corporate Structure

T( l

Shanghvi Finance Private Limited(59.28%)

T TAditya Medisales Limitedt l

C. Key Operational and Financial Parameters* for the last 3 audited yearsl onStandalone basis:

G,!!',a'l

(,,b%71l?-'L i,l1*.? y %?asl.Va(,.

/))

' Note: The audited financial statements of the Company for Uhe FY 2018-2019 are currently notavailable.

8

Mr. Dilip Shanghvi and family (100%)

' Parameters FY FY FY

2017-2018 2016-2017 2015-2016Net worth 208.89 179.72 161.80

Total Debt 600.36 348.43 400.21of wich

- Non-Current Maturities of Long -Terrn Borrowing

l

-Short Term Borrowing i 600.36 348.43 400.21

-Current Maturities of Long TermBorrowingNet Fixed Assets 32.37 33.40 34.75

Non-Current ASsets 150.42 151 .47 178.20

Cash and Cash Equivalents 95.32 43.81 33.62

Currentlnvestments -

Current Assets 1,878.81 1,149.21 939.72

CurrentLiabilities 1,808.77 l 109.82 940.11

7792.54 6031.61EBITDA 139.06 112.94 124.90

For private circulation orrly

J%IPATl Dividend amountsl

Current ratiol

m. coverage ratiolGross debt/ equity ratior?bt Service Coverage Ratios

rJfrrriTl

137.67 111.56 123.50

104.54 85.00 96.05

29.17 17.92 15.61l

-l -

1.04:1 ? 1.04:l ,1.33:1 1 1.33:1 12.87:1 l 1.94:1 l0.19:1 i O.26:1 ,

l-I

m1.0.1 ??1.30:1 i

l

?i

Gross Debt: Equity Ratio of the Company (Netwoith basis the last auditedfinancials):

lBefore the issue of Debenturesl After the issue of Debenmresl

rrlll

2.87:1

5.74:l

li

D. Project cost and means of financing, in case of funding new projects: N.A.

3.5 A Brief history of Issuer since its incorporation giving details of its followingactivities:

Details of Share Capital as on last quarter ended June 30, 2019:

Rs.

1o,oo,oo,ooo

8,11,30,000

A.

,Share Capital? , .

r Authorized Share Capital1,00,00,000 Equity Shares of Face Value Rs. 10 each

r Issued, Subscribed and Paid- up Share Capital81,13,000 Equity Shares of Face Value Rs. 10 each

Changes in its capital structure as on last quarter ended June 30, 2019, for thelast five years:

Dateofchange Rs. Parbculars(AGM/EGM)

( No Change

B.

l1

9


C. Equity Share Capital History of the Company as on last quarter ended June 30,2019:

l l (72,40 l Rs.l Rs. l Cashl Buy- l 8,27,60i82,76,Oi NilFebmar i O) i 10/- l 325/- back o 00

y 2000

15 i 33,10, i Rs. i Nil l NilMarch l 400 i 10/-2011

30 i 39,75, i Rs. i Rs. i Cash i Fresh l 81,13,O l 8,11,30 l 43,72,50, l NilJanuary l 000 l 10/- l 120/- Issuanci 00 l ,000 i 000

2012 e

Nil

Bonus i 41,38,0 i 4,13,80 i Niloo l ,ooo

Nil

D. Details of any Acquisition or Amalgamation in the last l (one) year: None

, E. DetailsofanyReorganizationorReconstructioninthelastl(one)year:

3.6 Details of the shareholding of the Company as on the latest quarter ended June30, 2019:

shareholding pattern of the company as on last quarter ended June 30M,?.,,'l;Tliii71

,i%'%A.,1>?]]f.B1;S

A.

10

Consi

.derati Nature

..,. . F'ac Issue on of Cumul " No. of 'Ciimul CumulatDoarte equity vaelu Preic (octahseh; Alelnohnt nautimvbee ative iv,ha,e

' shareallot= e '(Rs.) than rof 'equ" 'prem"ms share (inRsment issiied (Rs. Cash equity capital Cr)

) etc.) shares(in Rs.

J.. ..Cr)

lRemarkls

I

i 90,00 l 'Rs. q Rs.j O l 10/- l 10/-l il Cash Fres'h . l 90,000-Issuanc le

2,72,0oo

: Rs. Rs.10/- ' 10/-

...l-

Cash ' Freshlssuanele

3 00 36,62, ,20,0o oo

Nil :

lNil

i- Rs. - Cash" e Fresh l 9,00,00i 10/- Issuanc l Ol jel igo i oo l,oo-,o ' Nil 'lll

l

Type 6f Event Dateof'= a, Announcement

' Ds;teof " 'Completion

Ditaus

None

F or private circtdation only

Sr.

No.

l

irirl

ill

i

r

li

W? Lunited

Private J€

1 LirrutedPrivate {

3 i Gujarat. Sun Pharmaceutical? I?ndustries Pnvate Lirnited ,

4 Flamboyawer Finance PrivateLirmted l

s 1 Sun.Specialty Chemicals Private: Limited

4alok shanghvi l7 i Ms. Vibha Dilip Shanghvi jointly

held with Gujarat SunPharrnaceutical hidustriesPrivate Lirnited as a nominee ofGujarat Sun PharrnaceuticalIndustries Private Limi!edQ r

lI 8,113,000 l l

Note: No shares of the Compatxy have beetx pledged by its Promoters.

Particulars

Finance

Propeities

Total Number of

equity shares

4,809,000 r809,500

r

809,499 i809,000 l795,000 r

81,000 i1

]No. of shares in

demat form

nl

ll

7-i]

]

-i

Total

Sharehojding as% of total no. of

equity shares

59.28 l9981

l9.98

lli

9.97 ll

9.80 li0.00

ioo.ool

B. List of top 10 holders of equity shares of the Company as on the last quarterended June 30, 2019:

3.7 Fouowing details regarding the directors of the Company:

A. Details of current directors of the Company*:

11

i'-*

"'.a.!. ..," 'a)%'l,>;"

ixi.y.- a ""

',i,.:,',=gfi ,

. ;}1.:{,h,

' . ." 'i,' "" ' " " ' { .." " 'a -:i'-':I .., 'ii' " """ l,:" a = " "" " .*., ,, ..4 - .. ,,""""" .g.':':44'ill=:."..,('-- :4i 1, .'1,%..(

ir Shanghvi Finance Private Lirnited 4 809 000 59.282 Shanghvi Properties Private Lirnited 809,500 9.98

GujaFat '3un -Pharrnac-eutical -IndustriesPrivate Lirnited l- sog,og l -

9.98l

14 Flamboyawer Finance Private Lirnited 809,000 9.975 Sun Specialty Chernicals Private Limited ' 795,000 9.806 ' Mr. Aalok Shanghvi 81000 1 .00

Ms. Vibha Dilip Shanghvi jointly held 1. with Gujarat Sun PharrnaceuticalIndustries Private Lirnited as a norrunee ofGujarat Sun Pharrnaceutical IndustriesPrivate Limited

Total . 8,113,000 100.00


Bhushan

Prakashbhai

Mehta

1.

Whole-time

Director

31

years

B-3 1, 3rd Floor,Ajit Nath Nagar,S.V.Road, Malad(West), Murnbai-400064,Maharashtra, India.

DIN: 03443629

2.

3.

Ajay DineshMehta

Director

DIN: 00005730

Premanand

Chandrashekhar

Shivagunde

Director

51

years

54

years

B-904, RivonaHiranandani

Heritage, S.V.Road, Kandivali(W)) Mumbai400067,Maharashtra, hidia.6-B, Jai Tower,0pp PunjaniIndustrial Estate

Khopat, Thane400061

Maharashtra, India.

iDetails ofdirectorships

01/08/2012

othex

* Kopta Estate PrivateLimited

* Power ConstmctionsPrivate Limited

* Superwave DevelopersLirnited

* Neostone DevelopersPrivate Lirnited

* Goldstreet Mercantile

Company PrivateLirnited

* Antique Stock BrokingLirnited

* Neosoft DevelopersPrivate Lirnited

* Keen Property PrivateLirnited

* NJM Realtors PrivateLirnited

* Lavish DevelopersPrivate Limited

* Iconic DevelopersPrivate Lirnited

* Forthright ManagementServices PrivateLirnited

26/02/2003

01/01/2008

@ Terraplazo RealtyManagement PrivateLimited

DIN: 01659302

12

e

Sr. No.

l

Name &

Designation &DIN

Age Address Director of

the

CompanySinCe

F or private circulation only

Darshna DevangMehta

Director

4.

DIN: 05275642

41

years

Flat No. 32,Agarwal Nagar,Bldg. No. 4, Dr.B.A. Road,Matunga (Cr),Mumbai - 400019,Maharashtra, India.

iDetails ofdirectorships

20/05/2016 * Unimed TechnologiesLirnited

* Man-Maya DevelopersPrivate Lirnited

* ITI Nirrnan Lirnited* Winstar Mercantile

Company PrivateLimited

* Goldstreet MercantileCompany PrivateLirnited

@ Watergate MultitradePrivate Lirnited

* ALC India PrivateLirnited

* Apna InsuranceServices India PrivateLirnited

* Apna LifesecureAgency PrivateLirnited

* Winwin PropertyPrivate Lirnited

* ITI Capital Limited* Krishna Vrundavan

Pratishthan

otliei

The Company confirms that none of its current directors appear in the RBI defaulter listarid/or the ECGC's default list.

B. Details of change in directors since last three years:

3.8 Following details regarding the auditors of the Company:

A. Details of the existing auditor of the Company:

7 -fsQ13

Sr. No. Name &

, Designation &IDN

1. -..- . .. ..

i Age

l

Address

l

ll

Director ofthe

Companysince

Name, Designation and DIN ' Date of Appointment/Resignation

Director of'the Company'since (in case of

.. . resignaQon) .Appointed as Director onMs. Darshna Devang Mehta . 20/05/2o16

......--- .-. . ..l-.....- .-- -N.A.

l

Mr. Rajiv PandyaI --

' Resigned on 30/07/2016I

'mole'-time Director from' 28/08/2015 up toi 30/07/2016

'%me ,""Z"' : "' - hddreM#""": 'i =' jAuditor s.ince'Valia & Timbadia.

l

1.

32, Trinity Chambers, 117, BoraBazar Street, Fort, Murnbai - 400ooi. . .

l "l

, Since 1993-94

.. . . ,

For private circulation orily

B. Details of change in auditors since last three years: None

Name AddressDate of

Appointment/Resignation

Auditor of the

Company since(in case of

resignation)

Remarks

I N.A.

3.9 Details of borrovvings of the Company, as on latest quarter ended June 30, 2019:A. Details of Secured Loan Facilities:

1JM Financial

Products Limited

Loan

AgainstShares*

200.00 200.00 06.09.20l9

Pledge ofshares of Sun

PharmaceuticalIndustries

Lirnited held

by theCompany

Note: *Availed on July 25, 2019

B. Details of Unsecured Loan Facilities:

C. Details of Non-Convertible Debentures:

:E::"ffJ:f,'-E':"l=-=':'i:E="'== r:===-Zero l l l l l lGuarantC-p-n-I l l I l leeandRedempt l l i i l i pledgeion l l l l l lofsharespremium l l l l l l by SFPL@ i <ririnri i 05.04.201 i 05.08.202 i CARE i Q.,,,,,A i and9.32% l"""" 19 10 iAA+(so) i"-"""" iexclusivPaaal l l l l lefirstc--poul l l l l Ira?gnded

chargequarterlyl l l l i Ion cash,payable l l l l l l margin

Q€',,21

Rated,Unliste

d, Zerocoupon,Redeem

able,Non-

Convert

ible

Debent

ures

05.04.2019

18

Months05.08.202o

CARE

AA+(SO)500.00 Secured

14

i ' "' -"-"' .-' -'

Lenders' Namelll

"" - -" T'Amount -""n"c'p"'al -Typeof Amount. . l 8anctioned. ,Facility l Outstanding, ' (In' C rs'-) ' . .(In,. . c i s *>

RepaymentDate/

Schedulel

lSecurity jl

. Type of, Facility

Amount

Sanctioned

(In Crs

, Principal AmountOutstanding (InCrs

Repayment Date/Schedule

r "' -' -

lICICI Bank Lirnited

i--i-- - Based l 25-00 '- l' O-02FundThis is working

capital facility. Thereis no specific

repayment date.

For private circulatiorz only

account.

D. List of Top 10 Debenture Holders (as on 30.06.2019)

r[

Sr. Np.

1

2

Name of Debenture H61ders

iCopthall Mauritius Investment LirnitedDB International (Asia) Ltd.

lr

Amount

(Rs. in'Crore) .

250.00 lJ

Note: Top 10 holders' (in value terms, on cumulative basis for all outstanding debenturesissues) details should be provided.

The amount of corporate guarantee issued by the Issuer along with name of thecounterparty (like name of the subsidiary, JV entity, group company, etc.) onbehalf of whom it has been issued: Nn?

E. Details of Commercial Paper: The total face value of cornrnercial papersoutstanding as on the last quarter end in following table:-

r NIL ]

F, Details of rest of the borrowing (if any including hybrid debt like FCCB,Optionally Convertible Debentures / Preference Shares) as on 30.06.2019:

1l NIL 1

l

G. Details of au default/s and/or delay in payments of interest and principal of anykind of term loans, debt securities and other financial indebtedness includingcorporate guarantee issued by the Company, in the past s years: NIL

H. Details of any outstanding borrowings taken / debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at apremium or discount, or (iii) in pursuance of an option: NIL

3.10 Detaus of the Promoter's Holding in the Company as on the latest quarter endedJune 30, 2019:

15

5J?,,*'( il"'& s ik"

at

redemption

Maturity Date Amount Ourstanaing


Sr.

Noi

Name of the

shareholders

Total no.

of EquityShares

No. of

sh*resin

dematform

Total

shareholdingas % of total

no. of equityshares

No., ofshares

pledged

o/o ofShares

pledgedwith

respectto

shares

owned

[

2

Shanghvil j Finance Private i 4,809,000

Limited

ShanghviProperties l 809,500Private Limited

Gujarat Sunl Pharrnaceutical

3i,,,.IndustriesPrivate Lirnited

Flamboyawer4 l Finance Private i 809,000

Lirnited

Sun Specialty51chemicals i 795,000

lPrivate Lirnited

?6 .1Shanghvi7 i Ms. Vibha

Dilip Shanghvijointly heldwith GujaratSun

PharmaceuticalIndustries

Private Lirnitedas a nominee of

Gu5arat SunPharrnaceuticalIndustries

Private Limited

809,499

81,000 i1

59.28

9.98

9.98

9.97

9.80

J 1.00

o.oo

ll

3.11 Abridged version of the Audited Standalone Financial Information (like Profitand Loss statement, Balance Sheet and Cash Flow statement) for at least lastthree years and auditor qualifications, if any.

Refer Annexure B

3.12 Abridged version of Latest Audited/ Limited Review Half Yearly StandaloneFinancial Information (like Profit & Loss statement, and Balance Sheet) andauditors qualifications, if any.

The Company is not required to, mid does not prepare, half-yearly financialstatements. ' ?

(!3)X 'A( l€'l }l'./" pr>l".j

16

lTotal - - 8,113,000 l l ioo.oo l -=-

For private circtdation ortly

3.13 Any material event/ deyelopment or change having implications on thefinancials/credit quality (e.g. any material regulatory proceedings against theIssuer/promoters, tax litigations resulting in material liabilities, corporaterestructuring event etc.) at the time of Issue which may affect the issue or theinvestor's decision to invest / continue to invest in the Debentures.

None.

3.14 The name of the Debenhire Trustee with statement to the effect that DebentureTrustee has given his consent to the Issuer for his appointment and in all thesubsequent periodical communications sent to the holders of Debentures.

Axis Tmstee services Limited has granted us consent for appointment as DebentureTrustee to the Issue vide its letter dated August 19, 2019 issued to the Issuer. Thecopy of the consent letter from Axis Trustee services Limited to act as the DebentureTmstee for and on behalf of the holders of Debentures is enclosed as Annexure C.

The Debenture Trustee has given its consent to the Issuer for its appointment asDebenture Trustee and in all subsequent periodical communication.

3.15 The detailed rating rationale(s) adopted (not older than one year on the date ofopening of the Issue)/ credit rating letter issued (not older than one month on thedate of opening of the Issue) by the rating agency.

Acuite Ratings and Research Limited has assigned rating of "ACUITE AA+(80)"vide its letter'dated August 21, 2019 (Attached as Annexure A).

3.16 If the security is backed by a guarantee or letter of comfort or any otherdocument / letter with similar intent, a copy of the same shall be disclosed. Incase such document does not contain detailed payment structure (procedure ofinvocation of guarantee and receipt of payment by the investor along withtimelines), the same shall be disclosed in the offer document.

The Deed of Guarantee to be executed by Shanghvi Finance Private Lirnited in favosuof the Debenture Trustee will be attached as Annexure D upon issuance of thisInformation Memorandurn to the proposed investor.

3.17 Copy of the consent letter from the Debenture Trustee.

Refer Armexure C.

3.18 Names of all the recognized stock exchanges vvhere the Debentures are proposedto be listed clearly indicating the designated stock exchange:

BSE Li?mited.

3.19 0ther details:

A. Debenture Redemption Reserve creation- relevant regulations and applicability.

The Issuer shall maintain the debenture redemption reserve as per section 71(4) of theCompanies Act, 2013 read with Rule 18(7) of Companies (Share Capital,andDebentures) Rules, 2014 and circulars issued by Central Govermnent in this

!3?l rj%:

%. j.-A

?a"p':sff17


B. Issue / instrument specific regulations- relevant details (Companies Act, RBIguidelines etc,)

1. The Companies Act, 2013 and the applicable rules made thereunder, as amendedfrom time to time.

2. SEBI (Issue and Listing of Debt Securities) Regulation, 2008 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 as amended fromtime to time.

3. Securities Contracts (Regulations) Act, 1956.4. SecuritiesandExchangeBoardofIndiaAct,1992.s. The Depositories Act, 1996.6. The Securities and Exchange Board of India (Debenture Tmstees) Regulations,

1993.

7. SEBI Circular CIR/IMD/DF/18/2013 dated October 29, 2013 to the extentapplicable.

8. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 asamended from time to time.

9. The VRR Circular.

10. The ruies and regulations issued under any of the above

C. Application process.

Please refer to Section 6 (Other Information and Application Process) below.

3.20 Issue Details :

z . -jSecunty Name5suer

Type of Instmment

jNatur?e of I[nstrumentr??Semority4

Eligible Investors

Listing (including name ofStock Exchange(s) where itwill be listed and timeline forlisting)

Aditya Medisales Lirnited 2022. lrAditya Medisales Lirnited. i

Rated, listed, secured, zero coupon, redeemable, non-convertibledebenture denominated in Indian Rupees with the Norninal Value ofry io,oo,ooo.

WW%

Mutual funds;

Companies, Bodies Corporate and Societies;Comrnercial Banks, Financial Institutions;Regional Rural Banks;Co-operative Banks; andNBFCs and Residuary NBFCs;

* Foreign Portfolio Investors.

Debentures are proposed to be listed on the WDM of the BSELimited within a maximum period of 15 (fifteen) calendar days fromthe Deemed Date of Allotment.

h'i case of delay in listing beyond 15 days from the Deemed Date ofAllotment, the Company shall pay penal interest of 1 % p.a. over thecoupon rate from the expiry of 30 days from the Deemed Date ofAllotment till the listing of such debt securities to the investor.

l1i,

Rating of I[nstrument

?izeACUITE AA+(SO) by Acuite Ratings and Research Limited.INR 500,00,00,000 (Indian Rupees Five Hundred Crores only).

l'a:-

r0qdi5

(,iffi18


Objects of the Issue/ Detailsof the utilization of theProceeds

The funas raised by the Issue shall be utilised by the Company forthe purpose of financing the Vasai Project Developer, whether onaccount of the Vasai Project Developer Partner for meeting the VasaiPro5ect Developer Partner's contribution for the Vasai Proj ect arid/orotherwise, in compliance with the provisions of Applicable Law,including but not limited to, the Act and any rules and regulationsstipulated by any Governmental Agency and regulations applicable touse of proceeds of funds received from Foreip Portfolio hivestors.The Vasai Project Developer may additionally utilize part of thefunds received for repaying (i) a part of the existing contribution ofthe Vasai Project Developer Partner, or (ii) existing debt incurred forthe Vasai Project.The Company shall not use the funds, whether directly or indirectly,in any manner for any purpose prohibited by Applicable Law.

Zero Coupon Debenture.

Coupon RateAccmed Premiurn is calculated based on a yield of 9.95% p.a.,compounded quarterly, payable at the expiry of the Tenor.

lStep Up/ Step Down Coupon i N.A.Rate

N.A.

Coupon Payment FrequencyRedemption Premium to be paid on the expiry of the Tenor.N.A.

Coupon Payrnent Dates

fCoupon TypeCoupon Reset Process(including rates, spread,effective date, interest ratecap and floor etc.)

Day Count Basisl

Interest on ApplicationMoney

Default Interest Rate

fTenor%emption Date'?lRedemption AmountRedemption Prernium

Redemption Premium to be paid on the expiry of the Tenor.T --?Zero Coupon.N.A.

l

l

IlActual/Actuall N.A.

Yield plus 2% per annumIn case of default in payment of hiterest aridlor principalredemption on the due dates, additional interest @ 2% p.a. overthe coupon rate shall be payable by the Company for the defaultingperiod.

!36 months and 15 days from the Deemed Date of Allotment.!September 12, 2022IJNR 13,48,357.06 per Debenture.

Accrued Prernium of INR 3,48,35 7.06 per Debenture payable at.redemption. '?€

u

il]

19

N.A.

Option to retainoversubscription(Amount)/Green Shoe Option


I?ssue Price 99.5% of Face Value per Debenture .Discount at which security isissued and the effective yieldas a result of such discount

The Debentures shall be issued at a discount of 0.50% of theNorninal Value of the Debentures.Yield is 9.95%

l

iPut Dater,

lPut Pnce

Call Date

Call Price

!Put Notification Time(Call Notification Time4Minimum Application sizeand in multiples of lDebemure thereafter

r i. 1l

lN.A. lThe Issuer can redeem all outstanding Debentures by payment of theVoluntary Reaemption Amount (as defined in the Debenture TmstDeed) by the Issuer or Shanghvi Finance Private Lirnited on the datethe date fallingl5 days prior to the Final Redemption Date (asdefined in the Debenture Tmst Deed).

Voluntary Redemption Arnount (as defined in the Debenture TrustDeed). lF? ]% l

J

jINR 10,00,000 (Indian Rupees ten lacs only) per Debenture?1 Debentures and in multiples of 1 Debenture thereafter.

Issue Tirning1. Issue Opening Date2. Issue Closing Date3. Pay-in Date4. Deemed Date of Allotment

August 27, 2019August 2'/, 2019August 28, 2019August 28, 2019

Bidding TypeFixed Price, closed bidding.

Manner of AllotmentUniform Yield Allotment.

Manner for payment by theInvestors

rSettlement CycleIssuance mode of theInstrurnent

l Trading mode of the'ffistrumem

Redemption mode of theInstrument

-Aiccount Details:HDFC Bank

Beneficiary Narne: INDIAN CLEARING CORPORATION LTDAccount Number: ICCLEBIFSC Code : HDFCOOOOO60

i Mode: NEFT/RTGSgl Demat only.

l Demat only.

Payment of redemption amounts shall be made by way of RTGS,ECS, NEFT or such other online payment mechanism permittedunder the SEBI Debt Listing Regulations.

Jl

20

'l

a,ld i a?.7,7:%j:ii'as

? ir'

h"iy N, J

,-,,9 ?>'z QJJyy ,isi<- 9y

For private circulatiori only

The Debentures are secured by way of:

(a) first ranking exclusive pledge to be created by the Pledgor overCollateral Shares held by it in favour of the Debenture Tmsteefor the benefit of the Secured Parties in terms of the PledgeAgreement;

(Includingl (b) a 5rs*:Ara!nkin+! erxc=1Ve,charphg(,, ove,r9t+h!e Ancckoun.,t,,AsTset,s *t:b,eSecuritycreated by the Company in favour of the Debenture Trustee fordescription, type of security,the benefit of the Secured Parties in terms of the Deed oftype of charge, likely date ofHypothecation;creation of security,

minimum security cover, l (c) a corporate guarantee provided by Shangh'vi Finance Privaterevaluation, replacement of l Lirnited in favour of the Debenture Trustee in terms of the Deedsecurity, interest to the l of Guarantee.Debenture Holder over and

For details of date of creation, security cover, replacement etc.,above the Coupon Rate asplease refer to the Transaction Documents.

Trust Deed and disclosed ml Where 'an issuer fails to execute the trust deed within the periodtheofferdocument) l specified in the sub-regulation (l) of Regulation 15, SEBI

(Issue And Listing Of Debt Securities) (Amendment)Regulations, 2019 without prejudice to any liability arising onaccount of violation of the provisions of the Act and theseRegulations, the Company shall pay interest @ 2% per annum tothe debenture holder, over and above the agreed coupon rate, tillthe execution of the trust deed.

LTV

50% (i.e. 2.OOx cover). For the purpose of initial Collateral Shares,the price of the ordinary shares of Sun Pharmaceuticals IndustriesLirnited shall be the closing price 3 days prior to the Pay-In Date.If the LTV on any day, is equal to or higher than 55.5% (i.e. 1 .80xcover) (Top-up Trigger Event), then Obligors will be required todeliver Eligible Collateral within 2 Business Days such that the LTVis reset to 50% (i.e. 2.00x cover).

When a Top-up Trigger Event occurs, Eligible Collateral shall be:(a) if the SPIL share price used to calculate the LTV is equal to orabove the Threshold Share Price (as defined in the Debenture TrustDeed): ordinary shares of SPn, md/or INR Cash.(b) if the SPIL share price used to calculate the LTV is below theThreshold Share Price (as defined in the Debenture Tmst Deed):INR Cash.

If the LTV for s consecutive trading days, is equal to or lower than45.5%, then the Obligors may request the Investor to release suchamount of the Eligible Collateral (excluding Initial Colla%provided that immediately following any such release, the LT/?,

!?.21

Depositories NSDL and/or CDSL.i- " - "'-- ' -'-"

Business Day Convention Any payment which is due to be made on a day that is not a Business' Day shall be made on the preceding Business Day.

I-' -'-'----'-lRecord Date

For private circtdation only

more than 50%, and 38.5% in case of release of any Initial Collateral:If the LTV for s consecutive trading days, is equal to or lower than38.5% (i.e. 2.60x cover), then the Obligors may request the Investorto release such amount of the Collateral (including any InitialCollateral), provided that (1) immediately following any such release,the LTV is not more than 38.5%, and (2) the remaining collateralshares are not less than 50% of Initial Collateral.

Transaction Documents

T3x Gross Up

(a)(b)(C)(d)(e)(f)(g)(h)

(i)(i)(k)(1)

(m)

(n)

Debenture Tmst Deed;Debenture Tmstee Agreement;Corporate Guarantee;Pledge Agreement;Pledge Power of Attorney;Deed of Hypothecation;Hypothecation Power of Attomey;Notice of charge to the Account Bank in relation to thecharge over the Account Assets;This Inforrnation Memorandurn;Private Placement Offer Letter;Fee Letter;

Letters issued by the Debenture Trustee and the RatingAgency;Letters appointing the Registrar and Transfer Agent withrespect to the issuance of the Debentures;Agreement between the Registrar and Transfer Agent and theCompany with respect to the issuance of the Debentures;Agreement between the Company, the Registrar and TransferAgent and the Depository;the listing agreement between the Company and the BSELimited for listing the Debentures; andAny other document that may be designated as a TransactionDocument by the Debenture Trustee and the Company.

No gross up will apply in case of a domestic debenture holder.

All payments to be made by the Obligors to the Investors under thisIssue shall be made free and clear of and without any tax deduction.If the Obligors are required to make a tax deduction from anyamounts payable to the Debenture Holder in connection with theDebentures or a Transaction Docurnent, then, in case of an FPI beingthe Debenture Holder, they shall pay such additional amounts so thatthe amount received by the Debenture Holder is not less than theamount which it would have received had the payments been madewithout any tax deductions.

(0)

(P)

(q)

Mandatory RedemptionEvents

(a) The market capitalization of SPn, falls by 50% from the Pay-in Date.

(b) The Rating Agency lowers the rating assigned to theDebentures by two notches or more.

(c) Shares of SPIL are suspended from trading for 2 consecutivetrading days except due to an adrninistratiye error.

(d) Any steps taken to delist ordinary shares of SPIL.6

e22


Upon a Mandatory Redemption Event, the In'vestors shall have anoption to require immediate payment of 50% of the MandatoryRedemption Amount (as defined in the Debenture Trust Deed) within2 days and the remaining 50% of the Mandatory RedemptionArnount (as defi?ned in the Debenture Trust Deed) within 4 days.

lL

Conditions Precedent toDisbursement

[ Conditions Subsequent toDisbursement

pll

As specified in the Debenture Trust Deed.

l As specified in the Debenture Tmst Deed. l

Covenants

(a) Maintenance of LTV,(b) During the tenor of the Debentures, total indebtedness across

all entities that are secured via pledge or encumbrance, orotherwise assured by Underlying Shares held by thepromoter group shall not exceed INR 72.5bn.

(c) Others as more specifically listed under the TransactionD6ciunents.

Provisions related to CrossDefault Clause

Role and Responsibilities ofDebenture Tmstee

Gosiernfmg Law &Jurisdiction

The following events is an event of default:(a) Any default occurs in any Share Backed Financial Indebtedness

or any Share Backed Financial Indebtedness is declared to be orotherwise becomes due and payable prior to its specifiedmaturity as a result of any actual or potential default, event ofdefault, or any similar event (however described).

(b) Any default occurs in any Financial Indebtedness of any of theObligors or Sun Pharrnaceuticals Industries Limited or any suchFinancial Indebtedness is declared to be or otherwise becomesdue and payable prior to its specified maturity as a result of anyactual or potential default, event of default, or any similar event(however described).

(c) Any Financial Indebtedness of Sun Pharrnaceuticals IndustriesLimited is categorized by any joint lenders fomm / lendersgroup to be either in (i) restructuring, which is likely to result ina Material Adverse Effect; or (ii) "recovery".

As per SEBI (Debenture Tmstee) Regulations, 1993, SEBI DebtListing Regulations, Companies Act, the simplified listingagreement(s), the Debenture Trust Deed and the Debenture TmsteeAgreement each as amended from time to time.

r hxdian Law and the courts and tribunals of Delhi have exclusivejurisdiction.

The list of documents which have been executed or will be executed in connection with theIssue and subscription of the Debentures shall be annexed.

r;sY!)23

Events of Default As specified in the Debenture T.rust Deed.


A.

B.

C.

D.

E.

F,

G,

SECTION 4: DISCLOSURES PERTAINING TO WILFULDEFAULT

Name of the Bank declaring the entity as a wilful defaulter: N.A.

The year in which the entity is declared as a wilful defaulter: N.A.

Outstanding amount when the entity is declared as a wilful defaulter: N.A.

Name of the entity declared as a wilful defaulter: N.A.

Steps taken, if any, for the removal from the list of wilful defaulters: N.A.

Other disclosures, as deemed fit by the Issuer in order to enable investors to takeinformed decisions: None.

Any other disclosure as specified by the Board: None.

24!J


SECTION s: DISCLOSURE OF CASH FLOWS

ILLUSTRATION OF BOND CASH FLOWS

[ Illustration of Bond Cash Flows

iComp?any iAditya Medisales LimitedFace Value (per Debenture) jRs. 10,00,000/- (Rupees Ten Lacs only)

tIssue Date/ Date of Allotment , 28-Aug-2019Final Redemption Date 12-Sep-22

iCouponRate N.A.r Frequency of the h"iterest Payment l Accrued Premium will be paid at redemption

with specified dates f?Accnied Premiurn Q48,35 7.06 per DebentureiDay Count Convention Actual / Actual

-ll

l

iiil

l1ill

4-,qi

* 2

25

Tenure: 1111 da s " -Cash Flows for the Issue Date Arnount inRu ees

Accmed Prernium 12-Sep-22 1,741,785,300.64

Principal 12-Sep-22 , 5,000,000,000.00Total

l "- -

l6,741,785,300.64 '


SECTION 6: OTHER INFORMATION AND APPLICATION PROCESS

Application Process

Only Eligible Investors (as giyen hereunder) may apply for the Debentures by completing theApplication Form in the prescribed format in block letters in English as per the instmctionscontained therein. The minimum number of Debentures that can be applied for ana themultiples thereof shall be set out in the Application Form. No application can be made for afraction of a Debenture. Application Forrns should be duly completed in all respects andapplications not completed in the said manner are liable to be rejected. The name of theapplicant's bank, type of account and account number must be duly completed by theapplicant. This is required for the applicant's own safety and these details will be printed onthe refund orders and /or redemptions warrants.

Fictitious Application

All fictitious applications will be rejected.

Basis of Allotment

Notwithstanding anyting stated elsewhere, Issuer reserves the right to accept or reject anyapplication, in part or in full, without assigning any reason. Subj ect to the aforesaid, in case ofover subscription, priority will be given to Investors on a first come first serve basis. Theinvestors will be required to remit the funds as well as submit the duly completed ApplicationForrn along with other necessary documents to Issuer by the Allotment Date.

Right to accept or reject Applications

The Board of Directors/Cornrnittee of Directors reserves its full, unqualified and absoluteright to accept or reject any application for subscription to the Debentures, in part or in full,without assigning any reason thereof.

Eligible Investors

The Persons to whom this Inforrnation Memorandurn is being issued, being Mutual funds,Companies, Bodies Corporate and Societies, Comrnercial Banks, Financial Institutions,Regional Rural Banks, Co-operative Banks, NBFCs, Residuary NBFCs and Foreign PortfolioInvestors, to whom this Inforrnation Memorandum is specifically addressed, are eligible toapply for this private placement of Debentures subject to fulfilling their respective investmentnorrns/rules and compliance =with laws applicable to them by submitting all the relevantdociunents along with the Application Forrn.

All Investors are required to comply with the relevant regulations/guidelines applicable tothem for investing in this issue of Debentures.

Procedure for Applying for Dematerialised Facility

A. The applicant must have at least one beneficiary account with any of the DP's ofNSDL/CDSL prior to making the application.

B. The applicant must necessarily fill in the details (including the beneficiary accountnumber and DP - ID) appearing in the Application Form under the heading "Detailsfor Issue of Debentures in Electronic/Dematerialised Form".

26

i'u!i

!r


C. Debentures allotted to an applicant will be credited to the applicant's respectivebeneficiary account(s) with the DP.

D. For subscribing to the Debentures, names in the Application Form should be identicalto those appearing in the details in the Depository. In case of joint holders, the namesshould necessarily be in the same sequence as they appear in the account detailsmaintained with the DP.

E. If incomplete/incorrect details are given under the heading "Details for Issue ofDebentures in Electronic/Dematerialised Form" in the Application Forrn, it will bedeemed to be an incomplete application and the same may be held liable for rej ectionat the sole discretion of the Issuer.

F. For allotment of Debentures, the address, nomination details and other details of theapplicant as registered with his/her DP shall be used for all correspondence with theapplicant. The applicant is therefore responsible for the correctness of his/herdemographic details given in the Application Forrn vis-a-vis those with his/her DP. Incase the information is incorrect or insufficient, the Issuer would not be liable for thelosses, if any.

G. The redemption amount or other benefits would be paid to those Debenture Holderswhose names appear on the list of beneficial owners maintained by theDepository(ies) as on the record date. In case of those Debentures for which thebeneficial owner is not identified in the records of the Depository(ies) as on therecord date, the Issuer would keep in abeyance the payment of the redemptionamount or other benefits, until such time that the beneficial owner is identified by theDepository(ies) and conveyed to the Issuer, whereupon the redemption amount andbenefits will be paid to the beneficiaries, as identified.

Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for issue and holding of Debenturein dematerialised form.

List of Beneficiaries

The Issuer shall request the Depository(ies) to provide a list of beneficiaries as at the end ofeach record date. This shall be the list, which will be used for payment or repayment ofredemption monies.

Application under Power of Attorney

A certified tme copy of the power of attorney or the rele'vant authority as the case may bealong with the names and specimen signature(s) of all the authorized signatories of theInvestor and the tax exemption certificate/document of the Investor, if any, must be lodgedalong with the submission of the completed Application Forrn. Furthermodifications/additions in the power of attorney or authority should be notified to the Issueror to its agents or to such other person(s) at such other address(es) as may be specified by theIssuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution orauthority, a certified true copy thereof along with memorandum and articles of associationand/or bye-laws along with other constitutional documents must be attacheJe

?Application Forrn at the time of making the application, failing which, the Issuer

r$27


full, unqualified and absolute right to accept or reject any application in whole or in part andin either case without assigning any reason thereto. Narnes and specimen signatures of all theauthorized signatories must also be lodged along with the subtnission of the completedApplication Forrn.

Application by Banks/Corporate Bodies/Mutual Funds/FIs/Trusts/StatutoryCorporationsThe applications must be accompanied by certified tme copies of (i) memorandum andarticles of association/constitiition/bye-laws/tmst deed; (ii) resolution authorizing investmentand containing operating instructions; and (iii) specimen signatures of authorized signatories;Application made by an Asset Management Company or custodian of Mutual Fund shallclearly indicate the name of the concerned scheme for which application is being made.

Procedure for application for mutual funds

The investor should make a separate application in respect of each scheme of the mutual fundregsstered with the SEBI and such applications will not be treated as multiple application,pro'vided that the application made by the investor clearly indicated their intention as to thescheme for which the application has been made.

The Application Forms duly filled shall clearly indicate the name of the concerned scheme forwhich application is being made and must be accompanied by certified tme copies of:A. SEBI registration certificate,B. Resolution authorizing investment and containing operating instmctions,C. Specimen signature of authorized signatories.

Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of theapplicant and the magnetic ink character reader code of the bank for the purpose of availingdirect credit of redemption amount and all other amounts payable to the Debenture Holder(s)through NEFI'/RTGS.

PAN

Each of the applicants should mention his/her/their PAN allotted under the Tax Act.Applications without this will be considered incomplete and are liable to be rejected.

Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will bedispatched witin 7 (Seven) days from the Allotment Date of the Debentures.

Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable subject to the provisions of the Debenture Trust Deed.The Debenture(s) shall be transferred arid/or transmitted in accordance with the applicableproyisions of the Act and other Applicable Laws. The Debentures held in dematerialized formshall be transferred subject to and in accordance with the mles/procedures as prescribed byNSDL/CDSL and the relevant DPs of the transferor or transferee and any other ApplicableLaws and roles notified in respect thereof. The normal procedure followed for transfer ofsecurities held in dematerialized form shall be followed for transfer of these Debentures heldin dematerialised form. The seller should give delivery instmctions containing details of thebuyer's DP account to its DP.

Debentures held in Dematerialised Form

28 (Q

F or private circulation orxly

The Debentures shall be held in dematerialised form and no action is required on the part ofthe Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid byECS/ NEFT/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the listof beneficiaries maintained by the Depository(ies). The names would be as perDepository(ies) records on the record date fixed for the purpose of redemption. All suchDebentures will be simultaneously redeemed through appropriate debit corporate action.

Sharing of Information

The Issuer may, if required under Applic@ble Laws, share or part with any financial or otherinformation about the Debenture Holder(s) available with the Issuer, with its subsidiaries andaffiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, asmay be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shallbe liable for use of the aforesaid information.

Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders otherthan those available to them under the Act. The Debentures shall not confer upon theDebenture Holders the right to receive notice(s) or to attend and to vote at any generalmeeting(s) of the shareholders of the Issuer.

Manner of Bidding

Since the Issue size is more than INR 200 crores, the Issuer shall abide by SEBI EBP Circularalong with the Operational Guidelines. Set out below is the bidding process in brief for yourready reference:

1. The Issuer is registered with BSE BOND-EBP Platform.

2. The Investor(s) should register themselves with BSE BOND-EBP Platform fromthe below URL: https://bond.bseindia.com/Issuer Registration.aspx

3. Time line for issue setup and bidding win4ow:

r ActiWty JlTimeline ]

Uploading Placement l At least two working days prior to theMemorandum start of issue opening date.("PPM")/ Information Memorandum("IM")and Terrn Sheet with BSE BOND-EBPPlatforrn

Private

Bidding announcement on BSE BOND- l At least one working day beforeEBP Platforrn along with details of bid i initiating the bidding process.opening and closing time

r Time frame for Bidding window r lThe bidding window shall be open for atleast one hour.

4. Bids shall be made by way of entering bid amount in Rupees (INR) and yield inbasis points i.e. up to four decimal points.

29

h%:Y """:r'A% "=4

I'-


s. For further details, Investors should rcfer the SEBI EBP Circular and theOperating Guidelines.

6. Only eligible hivestors as given hereunder and identified upfront by the Issuermay apply for the Debentures by completing the Application Form in theprescribed format in block letters in English as per the instructions containedtherein. The minimum number of Debentures that can be applied for and themultiples thereof shall be set out in the Application Form. No application can bemade for a fraction of a Debenture. Application Forms should be duly completedin all respects and applications not completed in the said manner are liable to berejected. The name of the applicant's bank, type of account and account numbermust be duly completed by the applicant. This is required for the applicant's ownsafety and these details will be printed on the refund orders and /or redemptionswarrants.

Settlement:

Pay-in towards the allotment of allotment of securities shall be done from theaccount of the bidder, to whom allocation is to be made. Pay in shall be doncthrough clea ring corporation of BSE.

Settlement Summary

T+lDay i Successful Bidders to transfer funds from bank account(s)registered with BSE BOND to the bank account of ICCL to theextent of funds pay-in obligation on or before 10:30 hours.

The Designated Bank Account of ICCL are as under:

o> HDFC Bank

Beneficiary Name:CORPORATION LTDAccount Number: ICCLBBIFSC Code : HDFCOOOOO60Mode: NEFT/RTGS

INDIAN CLEARTNG

Issuer to inform BSE BOND about the final decision of the Issuer togo-ahead with allotment for the issue by 12:00 hours.

Issuer to give instmction to RTA for crediting securities tosuccessful bidders. RTA to provide corporate action file along withall requisite documems to Depositories by 12:00 hours.

Clearing Corporation to initiate transfer of funds to the bankaccounts designated by the Issuer.

Activity for DepositoriesDepositories on the instruction of Issuer or through its RTA, will be crediting theDebentures to the demat account of the Investors.

30i$=:'- .1'il

' Timelines rActivity for Clearing Corporation - - - -TDay Bidding Date

For private circtdation only

Post-Allocation Disdosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, yield,ISIN, number of successful bidders, category of the successful bidder(s), etc., inaccordance with the Operational Guidelines. The EBP shall upload such data, asprovided by the Issuer, on its website to make it available to the public.

Offer or Issue of Private Placement Offer Letter to Successful BiddersThe Private Placement Offer Letter along with the Application Form will be issued tothe successful bidders. Successful bidders will be required to complete and submit theApplication Form and Private Placement Offer Letter to the Issuer in order to acceptthe offer of Debentures.

No person other than the successful bidders to whom the Private Placement OfferLetter has been issued by Issuer may apply for the Issue through the PPOAL and anyApplication Form received from a person other than those specifically addressed willbe invalid.

Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat modeform since the saleable lot is one Debenture.

Tax Deduction at Source

All payments to be made by the Issuer to any Debenture Holder under or inconnection with the Debentures or a Transaction Docurnent shall be made free andclear of and without any Tax Deduction, unless the Obligor is required to make a TaxDeduction under the Tax Act in which case the sum payable by the Issuer to anyDebenture Holder not resident in India shall be increased to the extent necessary toensure that the Debenture Holder concerned receives a stun, net of any TaxDeduction, equal to the sum which it would have received if no Tax Deduction hadbeen required.

The Issuer shall promptly upon becoming aware that it must make a Tax Deduction(or that there is any change in the rate or the basis of a Tax Deduction) notify theDebenture Tmstee and each Debenture Holder accordingly. If the Issuer is required tomake a Tax Deduction, it shall make that Tax Deduction and any payment required inconnection with that Tax Deduction within the time allowed and in the minimumamount required by law.

Within 30 days of making either a Tax Deduction or any payment required inconnection with that Tax Deduction, the Issuer shall deliver to the relevant DebentureHolder entitled to the payment relevant evidence that the Tax Deduction has beenmade or (as applicable) any appropriate payment has been paid to the relevant taxingauthority. The Company shall, within 30 days after the Quarter End Date in whichquarter such Tax Deduction has been made, provide and deliver to the relevantDebenture Holder entitled to the payment, the original certificate in the prescribedform, manner and timelines.

31

g:!?n


SECTION 7: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBIand other applicable laws have been complied with and no statement made in this InformationMemorandum is contrary to the provisions of the regulations/guidelines issued by SEBI andother applicable Jaws, as the case may be. The information contained in this InformationMemorandum is as applicable to privately placed debt securities and subject to informationavailable with the Issuer. The extent of disclosures made in this Information Memorandurn isconsistent with disclosures permitted by regulatory authorities to the issue of securities madeby the companies in the past.

i'a Medisales LirnitedFor Adityi

QUkrl?Authorised SignatoryName: Ayusbi ShahTitle: Company SecretaryDate: 23 August 2019

32

For private circulation onl)i

AiNNEXURF, A

CREDIT RAT ING LETTER & RATING RA TION -t[ E

33

Acuite'RATIN(5S & RESEA?ICH

Rating leHer - Intimafion of Ra+ing Action

l?etler Issued on: Augusf 21, 2019'cjier EXO, ?res on: JUIY 28, 2020

Aditya Medisales LimitedF.P. 145, 3+h Floor,

(mu Kul CHS,

Ram Mandir Road,

Vile Parle Eas+,Mumbai 400057

Kind A++n.: Mr. Bhushan Meh+a, Director (Tel. No. 98200535C)1 )

Dear Mr. Mehta,

Sub.: Rating(s) Assigned - Non-Conver+ible Debentures / Deb+ Instruments of Adi+ya MedisalesLimi+ed

Please no+e that fhe curren+ ro+ing(s) and ou+look, instrument details, and latest rafing action forfhe aforemen+ioned ins+rument are os under:

Acui+e reserves the right to revise the ratings, along with the ouflook, a+ any +ime, on +he bas!s ofnew information, or other circumstances which Acuite believes may have an impact on theratings. Such revisions, if any, would be appropriately dissemina+ed by Acuite as required underprevciiling SEBI guidelines and Acuite 's policies.

This let 1er will expire on Joly 28, 2020 or on the day when Acuite +akes the next rating action,whichever is eorlier. l+ may be noted fhat fhe rating is subject to change anytime even txeforethe expiry date of +his letter. Hence lenders / investors are advised to visi+h :ra=:r ,/s,-r,siarsi.ac:?Ma i.h,/ OR scan +he QR code given above to confirm the current outstandingrating.

Acuite will re-issue +his roting lel1er on July 29. 2020 subjecf +o receipt of surveillance fee asapplicable. If the rating is reviewed before July 28 2020, Acuite will issue a new rating le++er.

(1 ,oi.rmaiH Ci+?B?.D.u.y

Suman ChowdhuryPresident - Ra+ing Opera+ions

Annexures: A. De+ails of the Rated lns+rument

B. Details of the rating prior to fhe above ra+ing action

Acuits' Ratings & Research Limited

SEBI R!egistered i RBI Acctedited

A-812. The Capifal, G-Block, BKC. Bandro (E).Mumbai - 40005 l i +91 22 49294000 SMS: +919969898000 i www.acuite.in i CIN: U74999MH2005PLCl55683

l ]

3( a ll ( ':l 15 Q ? ". (; ("i B : -J l/ B i'l ,-,"'l "'O Xo% "a" -o a l'- - 'n -ii.!pii*!=iL.tv ..'t +r'.ih l alli'o- 0u[

Long Term lnstrumen+s Short Term lnstruments

TO+Cll Rated Quantum (Rs. Cr.) 500.00 Not applicable

Quantum of Enhancemen+ (Rs. Cr.) Not applicable No+ applicable

Rafing ACUITE AA+ Provisional (50) Not applicableOutlook - S+able No+ applicableMos+ recent Ra+ing Ac+ion Assigned Not applicable

Da+e of mos+ recent Rafing Ac+ion August 21, 2m9 No+ applicable

Ra+ing Watch Nof applicable Nol applicable

Acuite'RATINGS & RESEAIICH

Annexure A. Details of the rated instrument

Annexure B. Details of the rating prior to the above rating action

i i'Q?

lnstrument ScaleAmt.

(Rs. Cr)Rating Assigned Rating Outlook

ProposedNon-Conver+ibleDebentures l LongTerml 500.00 l ACUITEAA+Provisional(SO)l Stable

TotalFacility l 500.00 l l

Long Term Instruments Short Term Instruments

Previous Rafed Quantum Not opplicable No+ applicable

Ra+ing Not applicable Not applicable

Outlook Not applicable Not applicable

DISCLAIMER

An AcuiM roting does not constitute an audit of the rated entity and should not be treated as a recommendafion oropinion that is intended to substitute for o financial odviser's or investor's independent assessment of whether to b uy.sell or hold any security. Acuit4 ratings ore based on the data and informotion provided by the issuer and obtainedfrom other reliable sources. Although reasonable care has been token to ensure thot the dota and information is true,Acuit4. in particular. makes no representation or warranty. expressed or implied with respect to the adequacy.accurocy or completeness of the information relied upon. Acuit4 is not responsible for any errors or omissions andespecially states that it has no financial Iiobility whatsoever for any direct, indirect or consequential Ioss of any kindorising from the use of its ratings. Acuit4 ratings ore subject to Cl process of surveillonce which moy Ieod to a revision inratings 05 and when the circumstonces so warrant. Pleose visit o ur website (www. acuite.in) for the Iotest informationon ony instrument rated by Acuit4, Acuity's rafing scole and its definitions.

Press Release

Aditya Medisales Limited

August 21, 2m 9

Rating Assigned

iTotal Instrument Rate-d'iLong lerm Ra+ing" Re'ter Annexure for details

JJ

Rs.500 Cr.

ACUITE AA+ Provisional (SO) / Outlook: S+able

ll

Rating Rationale

Acuite has assigned long-+erm rating of 'ACUITE AA+ Provisional (50)' (read as ACUITE double A plusProvisional (Structured Obligation)) on the Rs.500.OO crore Proposed Non-Convertible Debentures of ADITYAMEDISALES LIMITED (AML). The ou+look is 'Stable'.

Incorporated in 1990. Aditya Medisales Limited (AML) was ini+ially engaged CIS a distributor of SunPharmaceutical lndus+ries Limited & its subsidiary Sun Pharma Labora+ories Limi+ed for domestic forrnula+ionsproducts in India. AML is an associate company of SPIL. Later in June 2m9, AML has discontinued thedistribu+ion business for SPIL and is now engaged in investing activity. AML has been catergorised as apromoter enti+y as per the disclosures on the stock exchanges.

Sun Pharmaceutical Industries Limi+ed (SPIL) is promoted by Mr. Dilip Shanghvi, the company is one of +heleading Pharmoceutical companies in India. It was incorporated in 1993. Sun Pharma's consolidatedturnover for FY2019 was Rs. 28,686 crore on which it posted cl net profit of Rs. 2.665 crore. l+ has o produc+portfolio of over 2000 products with presence over ] 00 coun+ries. The company is listed on BSE and NSE witha market capitalization of -Rs. 100.000 crore as on Augus+ 19. 2m 9. The promoler. Mr. Dilip Shanghvi alongwith his family and investment companies ("Promoter Group") hold -52.37 per cent stake in SPIL.

About the corporate Guarantor - Shanghvi Finance Private Limifed (SFPL)

SFPL is an investing company of the promoter family. I+ has been listed CIS promoter entity as per thedisclosures on the s+ock exchange. SFPL held -40 per cent of +he total shareholding of SPIL os on June 2C)19.The proposed NCD +ransaction will be secured by the pledge of SPIL's shares held by SFPL and corporateguarantee of SFPL.

The rating of Rs. 500.00 Cr. of Proposed NCDs is provisional and the final roting is subject to:

*

@

Finalisotion of term sheet

Confirmation from the debenture trustee regording execution support from Shanghvi FinancePriva+e Limited (SFPL). and Power of A+torney over SP?L's shares held by SFPL, Guarantee Documentand compliance with olher terms and conditions as per jhe lerm sheetUndertaking from AML to submit monjhly details of pledge based borrowing across all PromoterGroup companies (including SFPL)

The provisional rafing is valid for 90 days and Acuite reserves the right to alter/modify/extend/withdraw therating any time prior to 90 days, if such an action is deemed appropriate.

Analytical ApproachAcui+e has considered the consolidated business and financial risk profiles of AML and its subsidiary AsawariF'roperty Private Limited. Acuite has CIISO fac+ored in support of +he promoters of SPIL by way of pledge ofshares of SPIL and unconditional and irrevocable guarantee of SFPL to arrive at the ra+ing.

Key Rating Drivers

Strengths

@ Rating driven by pledge of shares of Sun Pharmaceutical lndusfries LimitedThe proposed non-convertible debentures of AML are secured by a way of pledge of equity shares of SunPharmaceutical Indus+ries Limited (SPIL) held by Shanghvi Finance Frivate Limited (SFPL). The stipulated

i

asset cover for +hese instrument will be 2.Ox during the en+ire tenor of the NCD. Apart from asset cover. theterm sheet hos timelines for top up and invocation of pledge.

SPIL is one of the leading listed Pharmaceutical companies in India with consolidated revenues of was Rs.28,686 crore on which it pos+ed a net profit of Rs. 2,665 crore for FY2C)19. The company has a presence inabout 100 countries (including USA, Europe, Emerging Marke+s. Canada. Japan and Australia & NewZealand) with more than 2000 product portfolio. The company generates around 73 per cent of its totalconsolidated reveriue is from overseas morkets. SPIL is the 8th Largest Specialty Generic company in USA.The market capitalization of the compony is 'l 00.000 crore (-USD 14.3 billion) as on Augus+ 19. 2m 9. l+sinvestor base includes leading domestic and foreign institutional inves+ors. The Promo+er Group hold -52.37per cent as on June 2019. Ou+ of these 52.37 per cent promoter holding, Shanghvi Finance Private Limitedholds -40.00 per cent and balance 12.37 is held by Fromoter Group in individual capacity and throughother entities including AML. As on June 2m9. out of the +otal Promoter Group shareholding -9 ] .1 2 per centWCIS unencumbered indicating significant flexibility to raise additional funding/offer top ups to exis+inginvestors. As per the da+a submitted by the company to Acuite, the pledge based borrowings acrossPromoter Group stood a+ Rs.l .788 crore as on July 17, 2019.

The rating C?ISO factors in adherence to the proposed covenants on maximum indebtedness of Rs.7250 crore(en+ire borrowing as well CIS clll contingent exposures (including but not limited to corpora+e guorantee.contingen+ liability. under+aking etc.) or 20% of the value of SP?L's share held by SFPL to to+ol borrowingswhichever is lower. There are clauses relating to restrictions on 'change of control' over SFPL to protect theinterest of the investors.

Acui+6 believes that the promoters of SPIL will continue to suppor+ the debt servicing commijments underthe proposed NCDs issues. The financial flexibility of +he promoters (in terms of value of unencumberedshares in SPIL viz-a-viz pledge based borrowings) will be o key credit monitorable.

* Corporate Guarantee from Shanghvi Finance Private LimitedThe borrowings under proposed NCD will be supported by corpora+e guran+ee of SFPL. SFPL by virtue of itssignificant holding of 40.00 per cent stake in SPIL has o healthy revenue profile through dividend flows. SPILllas been declclr!ng d!V!dend !n a range of ] 00% 10 350% oVer lF'le pclsf f!Ve 7ec)rs. SF P L'S F?CIS been a51e +Oqerierate robus+ accruals of -Rs.l36 crore in FY2C)19 (Prov.) (PY: Rs.378 crore') primarily on +he back of thesedividend flows. SFPL's outsjanding debt as on 31 March 2019 (Prov.) stood a+ Rs.535.57 crore. SFPL's financialflexibility is derived from +he value of its unencumbered shares in SPIL viz-a-viz its borrowings and othercontingen+ exposures.

Acuite believes that SFPL will continue to generate a robus+ cash flows from its investments in SPIL and willmain+ain its debt levels at prudent levels (within the covenants agreed upon with the lenders. Since. therevenue flows of SFPL is highly dependent on SPIL's performance and dividend policy. the financialperformance and position of SPIL will be a key credit monitorable.

Weaknesses

* Market Risk arising from odverse movement in stock prices

AML is presen+ly an investment vehicle for the promo+er group and hence its reveriues will be primarily linked+o the dividend from its holding in SPIL (1.67% as on June 2019 of Sun Pharma's +otal equify) besides itsinvestments in certain portnership firms of the promoler. Till FY2C)19. the company was engaged as adistributor of Sun Pharmaceutical Industries Limited & its subsidiary Sun Pharma Laboratories Limited fordomes+ic formula+ions products in India as a domestic dis+ributor for SPIL's products. AML had generatedreverioes of -Rs.8936 crores in FY2m 9 (Prov.) and net profit of Rs.29.70 crore. The net worth of the companystood at Rs.238.60 crore CIS on :31 March 2019 (Prov.) as against total debt of Rs. 150 crore. The distributorshiphas been discontinued in the correrit financial year and based on the discussion with management AMLis likely +o function as an investment vehicle going forward.

The proposed rating is based on pledge of shares of Sun Pharmaceuticol Industries Limited held by SFPL.The proposed NCDs will be for period of 3 yeors 15 days wi+h a bullet repayment structure (includingaccrued interest +ill date of redemption). The clauses pertaining to 'Prepaymen+ Event' also include a dropin marker capitalization of SPIL by 50% from the date of financing. In the everil of such a sharp drop. thelenders are entitled to seek early repayment of the NCDs. Going ahead, AML is nor expected to have anymajor reverioes streams except for the dividend and inferest flows on its inves+ments/loans. Hence. AML willbe dependent on the timely infusion/refinancing by +he promoters to support the redemption of thesedeben+ures.

l

As the rated instrumen+s ore long term in nature, jhe downside risk of stock will be elevated. Since +he stockmarker is prone to volatility, occurrence of events such as slowdown in Fll flows, sharp deprecia+ion indomes+ic currency, political events, and other such macroeconomic even'ts, can cause decline in stockprices. These are events which could impact the overall indices causing cl general down+rend in prices.Additionally. company specific ioclors such as lower-than-expec+ed performance. regulatory actions etc.can also influence movements in s+ock prices. Acuite believes that in view of the long term nature of theproposed NCDs and +he sensitivity of the proposed NCDs to thp volatili+y in the market price of SPIL. anymaterial decline in the market capitalization of SPIL will impart a negative bias to the roting. Any sharp andcon+inuous decline in share prices could potentially lead to challenges in adhering to the covenants.

Liquidity positionAML's liquidity will be driven by support from the Promoter Group of SPIL. Since AML's revenoe streams areexpec+ed to be subdued +he company's ability to refinance these NCD will be a key rating sensi+ivity fac+or.

Outlook: Sfable

Acuite believes +hat AML will maintain o 'Stable' credit profile on the back of its association and continuoussupport from SPIL. The outlook may be revised to 'Positive' if AML demons+ra+es significan+ improvement in i+sprofi+abili+y and debt protection indica+ors. Conversely. the outlook may be revised to 'Negative' if the sharesof SPIL faces downfall in stock prices owing to occurrerice of events considering stock market volatility.

About the Rated Entity - Key Financials

Sfatus of non-cooperation with previous CRA (if applicable)None

Any olher informationAcuite has taken a note of +he matter belweeri SEBI and SPIL related to whistleblower complaints about AMLbeing distributor for domestic formula+ion products of Sun Pharma. Acuite has also taken a note of theclarification issued by SPIL dated [)ecernber 03, 2018 in response to media reports. The final outcome of thismatter is unascertainable ot present and Acuite shall closely monitor any developments in +his regard.

Applicable Criteria

* Default Recognition - ? ?* Trading Entities -* Criterio For Group And Parent Support -* Financial Ratios And Adjustments -* Consolidation Of Companies -

a4

Note on complexity Ievels of the rated instrument

Rating History (Upto last three years)No+ Applicable

'Annexure - Details of instruments rafed

i

Unit FYl9 (Prov.) FY18 (Acfual) FYl7 (AC+Ual)

Operating Income Rs. Cr. 8,936.OC 8,009.51 7,793.4CEBITDA Rs. Cr. 154.lC 114.5C 86.54

PAT Rs. Cr. 29.7C 29.17 17.92

EBITDA Margin (%) L7! 1.43 1.11

PAT Margin (%) 0.33 0.36 0.23

ROCE (%) 30.96 20.31 38.67

Total Debt/Tangible Net Worth Times 0.63 2.87 1 .94

PBDIT/Interest Times .L19 L33 L24

Total Debt/PBDIT Times 0.79 4.:31 3.:31

Gross Current Assets (Days) Days 33 85 50

l-ame of the Facilities

l-'Proposed NCD

r Date of

lssuance

k Not

pplicable

J CouponRate

[ Not

pplicable

l MaturityDate

g Not

plicable

Size of the Issue

(Rs. Crore) lACUITE AA+ Provisional

(SO) /Stable l500.00

Ratings/Outlook

l


ANNEXURE B:

AUDITED FINANCIAL STATEMENTS FOR THE LAST 3 YEARS

34


ANNEXURE C:

DEBENTURE TRUSTEE CONSENT LETTER

35

]r AXIS TRUSTEEr

ffll

ATSL/CO/1 9-20/0066August 19, 2019

Aditya Medisales Lirnited3rd Floor, F.P 145. Ram Mandir Road,Vile Parle (EostlMumbai - 400057

Kind Attn : Mr. Bhushan Prakashbhai Mehto

Dear Sir /Madam,

Sub: Consenf !etter fo acf as Debenture Trus+ee for fhe Rated, Listed, Zero Coupon,Redeemable, Non-Convertible Debentures aqqreqatinq to Rs. 500 crores

We, Axis Trustee Services Limi+ed, hereby give our consent fo ac+ as fhe Debenture Truslee forthe obove mentioned issue of Debentures having a tenure of more than one year and areagreeoble to the inclusion of our name as Debenture Trustee in the Shelf Prospectus/ PrivatePlacernent offer leller/ Information Memorandum and/or application to be made to +heStock Exchange for the lis+ing of the soid Debentures.

Axis Trus+e6 Services limited (ATSL) conserfing to ac+ CIS Debenture Txslees is purely i+sbusiness decision and not an indication on the lssuer Company's s+cinc'lirig ot on lheDebenture Is'sue. By conseming fo act as Debenfure Trus'tees, /'STSL does not make nor deemsto have made any represen+ation on +he Issuer Company, its Operations, the details andprojections about the Issuer Compariy or +he Debentures under Offer made in the ShelfProspectus/ Private Placement offer letter/ lnformotion Memorandum / Offer Document.

Applicants / Investors are advised to read ccirehrlly the Shelf Prospectus/ Private Placemen+offer Ietter/ Informa+ion Memorandum / Offer Document and make +heir own enquiry, corryour due diligence and analysis about +tie Issuer Company, its performance and profi+obilityand details in fhe Shelf Prospectus/ Priva+e Placement offer letter/ lnformafion Memorandum/ Offer Document before fcikiiig their investmem decision.

ATSL shall not be responsible for the investment decision ond its consequence. We CI?SOconfirm that we are not disqualified to be appointed CIS Debentures Trustee within themeaning of Rule 1 8(2) (c) of +he Companies (Share Capi+al and Debentures) Rules, 2014.

Yours Truly,For Axis Trustee Services Limited

J

!"o#-I

Makarond Kulkarni

Deputy General Manager

AXIS TRUSTEE SERVICE3 LTD.

(A whofly owned subsidiary of Axis Bank)Corporate Identity Number (CIN) : U74999MH2008PLC1 82264

CORPORATE & REGISTERED OFFICE : Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025.TEL :022-6226 0054 / 6226 0050 Website: www.axistrustee.com


ANNEXURE D:

DEED OF GUARANTEE

36

Execution Versron

DEED OF GUARANTEE

Dated AUGUST 23, 2019

SHANGVI FINANCE PRIVATE LIM?TED

as the Guarantor

in favour of

AXIS TRUSTEE SERVICES LIMITED

as the Debenture Trustee

Executron Version

TABLE OF CONTENTS

Contents Page

1 DEF?NIT?ONS AND INTERPRETAT?ON 1

2 GUARANTEE AND INDEMNITY 2

3 0VERDUEINTEREST 4

4 TAX 4

s COSTS AND EXPENSES 6

6 REPRESENTATIONS 7

7 GENERAL UNDERTAKINGS 8

8 CHANGES TO THE PARTIES 10

9 INCORPORATION OF TERMS 10

10 AMENDMENTS AND WAIVERS 10

11 GOVERNING LAW qo

12 ENFORCEMENT 10

SCHEDULE I FORMAT OF DEMAND NOTICE 12

I

i

Execution Version

THIS DEED OF GUARANTEE (this "Deed") is dated August 23, 2019 and made at New Delhibetween:

Shanghvi Finance Private Limited, a company incorporated under the provisions of the (Indian)Companies Act, 1956 and an existing company under the Companies Act, 2C)13 with corporateidentification number U659'lOMHl989PTCO53laH and having its registered office at F.P. 145,Ground Floor, Ram Mandir Road, Vile Parle East, Mumbai - 400057, Maharashtra and a corporateoffice at A-1 1 , 2nd Floor, West End Colony, New Delhi - 1 10 021 (the "Guarantor")

In favour of

Axis Trustee Services Limited, a company incorporated under the provisions of the (Indian)Companies Act, 1956 and an existing company under the Companies Act, 2CY3 and having itsregistered office at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,Mumbai - 400 025 and corporate office at the Ruby, 2"d Floor, SW, 29, Senapati Bapat Marg, DadarWest, Mumbai - 400 028 and desk office at Axis Trustee Services Limited, 2nd Floor, 25 - PusaRoad, Karol Bagh, New Delhi-110005 as the debenture trustee for the Debenture Holders (the"Debenture Trustee").

WHEREAS:

(A) Aditya Medisales Limited (the "Company"), a company incorporated under the CompaniesAct, 1956, proposes to issue and allot up to 5,000 rated, Iisted, secured, zero coupon,redeemable non-convertible debentures of a nominal value of INR 10,00,000 each on aprivate placement basis, aggregating to not more than INR 500,00,00,000 (the"Debentures"), to the Debenture Holders through the electronic book mechanism forissuance of debt securities pursuant to a debenture trust deed dated on or about the dateof this Deed entered into between the Company, the Guarantor and the Debenture Trustee("Debenture Trust Deed"). The Debentures shall be Iisted on the wholesale debt marketsegment of the NSE or the BSE pursuant to the Securities and Exchange Board of India(Issuance and Listing of Debt Securities) Regulations, 2008, as amended from time to timeand in compliance with the provisions of the Act and other Applicable Laws.

(B) One of the terms of the Debenture Trust Deed is that the Debt shall be guaranteed by theGuarantor.

(C) The Debenture Trustee has been appointed under the Debenture Trust Deed to, inter aha,hold in trust the benefits of the guarantee provided under this Deed for the benefit of theDebenture Holders.

(D) The Guarantor, at the request of the Company and in consideration of the DebentureHolders subscribing to the Debentures, has agreed to provide guarantee for the Debt infavour of the Debenture Trustee for the benefit of the Debenture Holders on the terms and

in the manner provided herein.

IT 18 AGREED as follows:

1 Definitions and interpretation

1.1 Definitions

Capitalised terms used in this Deed but not defined herein shall have the meaning andconstruction given to them in the Debenture Trust Deed. In this Deed:

"Debenture Trust Deed" has the meaning given to it in Recital (A) above.

"Party" means a party to this Deed.

1.2 Construction

(a) Any reference in this Deed to any Transaction Document or any other agreementor instrument is a reference to that Transaction Document or other agreement or

1

Execution Version

instrument as amended, novated, supplemented, restated (however fundamentallyand whether or not more onerously) or replaced from time to time, and includesany change in purpose of any extension of, or anyincrease in any amounts payableunder that Transaction Document or other agreement or instrument and includingany waiver or consent granted in respect of any term of any Transaction Documentmade available under that agreement or instrument.

(b) Theotherprovisionsinclausel.2(Corisfrucfiori)oftheDebentureTrustDeedshallapply to this Deed with all the necessary changes.

1.3 Acknowledgement

The Guarantor agrees and acknowledges that it has received a copy of the Debenture TrustDeed and each other Transaction Document and has read and is aware of the terms of theTransaction Documents.

2 Guarantee and indemnity

2.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a) guarantees to the Debenture Trustee punctual performance by the Company of allits obligations under the Transaction Documents;

(b) undertakes with the Debenture Trustee that whenever the Company does not payany amount when due under or in connection with any Transaction Document, itshall immediately on demand (and on the same day) in the format set out inSchedule 1 (Format of Demand Notice) ("Demand Notice") pay the amount statedin the Demand Notice as if it was the principal obligor. The Debenture Trustee shallbe entitled to make 1 (one) or more demands from the Guarantor under thisGuarantee; and

(c) agrees with the Debenture Trustee that if any obligation guaranteed by it is orbecomes unenforceable, invalid or illegal, it will, as an independent and primaryobligation, indemnify the Secured Parties immediately on demand against anycost, Ioss or Iiability it incurs as a result of the Company not paying any amountwhich would, but for such unenforceability, invalidity or illegality, have beenpayable by it under any Transaction Document on the date when it would havebeen due. The amount payable by the Guarantor under this indemnity will notexceed the amount it would have had to pay under this Clause 2 (Guarantee andindemnity) if the amount claimed had been recoverable on the basis of a guarantee.

2.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sumspayable by the Company under the Transaction Documents, regardless of any intermediatepayment or discharge in whole or in part.

2.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of theCompany, or any security for those obligations or otherwise) is made by a Secured Partyin whole or in part on the basis of any payment, security or other disposition which isavoided or must be restored in insolvency, Iiquidation, administration or otherwise, withoutlimitation, then the Iiability of the Guarantor under this Clause 2 (Guarantee and indemnity)will continue or be reinstated as if the discharge, release or arrangement had not occurred.

2.4 Waiver of defences

The obligations of the Guarantor under this Clause 2 (Guarantee and indemnity) will not beaffected by an act, omission, matter or thing which, but for this Clause, would reduce,

2

Executron Version

release or prejudice any of its obligations under this Clause 2 (Guarantee and indemnity)(without Iimitation and whether or not known to it or the Secured Parties) including:

(a) anytime,waiverorconsentgrantedto,orcompositionwith,anObligororanyotherperson;

(b) any change in the constitution, management, ownership or corporate existence ofany of the Company, Guarantor and/or Debenture Trustee including by way ofchange in the constitution, winding up voluntary or otherwise or any absorption,merger or amalgamation or otherwise of any of them with any other company,corporation or concern;

(c) the discharge or release of an Obligor or any other person under the terms of anycomposition or arrangement with any creditor of an Obligor or any other person;

(d) the taking, variation, compromise, exchange, renewal or release of, or refusal orneglect to perfect, take up or enforce, any rights against, or security over assetsof, an Obligor or any other person or any non-presentation or non-observance ofany formality or other requirement in respect of any instrument or any failure torealise the full value of any Security or guarantee;

(e) any incapacity or Iack of power, authority or Iegal personality of or dissolution orchange in the members or status of an Obligor or any other person;

(f) any amendment, novation, supplement, extension, restatement (howeverfundamental and whether or not more onerous) or replacement of any TransactionDocument or any other document or Security including any change in the purposeof, any extension of or any increase in any facility or the addition of any new facilityunder any Transaction Document or other document or Security;

(g) any unenforceability, illegality or invalidity of any obligation of any person underany Transaction Document or any other document or Security;

(h) any action or proceeding for the preparation of a resolution plan for any Obligor orany other person pursuant to 'Prudential Framework for Resolution of StressedAssets' of the RBI that has been undertaken;

(i) winding up (voluntary or otherwise), absorption, merger or amalgamation orbankruptcy or insolvency of any Obligor;

(j) any insolvency, Iiquidation, winding up or similar proceedings or any incapacity,disability or Iimitation or any change in the constitution status, control or ownershipof any Obligor or any other person, as the case may be;

(k) initiation of a insolvency resolution process under the (Indian) Insolvency andBankruptcy Code, 2016 in respect of the Company or Guarantor or any otherperson; or

(I) any postponement, discharge, reduction, non-provability or other similarcircumstance affecting any obligation of any Obligor or any other person under anyTransaction Document resulting from any insolvency, Iiquidation or dissolutionproceedings or from any Iaw, regulation or order.

2,5 Immediate recourse

The Guarantor waives any right it may have of first requiring the Secured Parties (or anytrustee or agent on its behalf) to proceed against or enforce any other rights or security orclaim payment from any person before claiming from it under this Clause 2 (Guarantee andindemnity).

3

Execution Version

2.6 Appropriations

Until all amounts which may be or become payable by any Obligor under or in connectionwith the Transaction Documents have been irrevocably paid in full, the Secured Parties (orany trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, Security or rights held orreceived by it (or any trustee or agent on its behalf) in respect of those amounts,or apply and enforce the same in such manner and order as it sees fit (whetheragainst those amounts or otherwise) and the Guarantor shall not be entitled to thebenefit of the same; and

(b) hold in an interest-bearing suspense account any monies received from theGuarantor or on account of the Guarantor's Iiability under this Clause 2 (Guaranteeand indemnity).

2.7 Deferral of the Guarantor's rights

(a) Until all amounts which may be or become payable by any Obligor under or inconnection with the Transaction Documents have been irrevocably paid in full andunless the Debenture Trustee otherwise directs, the Guarantor shall not be entitled:

(i) to be indemnified by the Company;

(ii) to take the benefit (in whole or in part and whether by way of subrogationor otherwise) of any rights of the Secured Parties under the TransactionDocuments or of any other guarantee or security taken pursuant to, or inconnection with, the Transaction Documents by the Secured Parties;and/or

(iii) to exercise any right of set-off against the Company.

(b) The Guarantor undertakes that if it receives any benefit, payment or distribution inrelation to such rights it shall hold that benefit, payment or distribution to the extentnecessary to enable all amounts which may be or become payable to the SecuredParties by the Company and/or it under or in connection with the TransactionDocuments to be repaid in full on trust for the Secured Parties and shall promptlypay or transfer the same to the Debenture Trustee or as the Debenture Trusteemay direct for application in accordance with clause 13.3 (Power to applyProceeds) of the Debenture Trust Deed.

2.8 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee orSecurity now or subsequently held by the Secured Parties.

3 Overdue Interest

(a) The Guarantor undertakes that if it fails to pay any amount payable by it under thisDeed on its due date, interest shall accrue on the overdue amount from the duedate up to the date of actual payment (both before and after judgment) at theOverdue Interest Rate.

(b) The Guarantor acknowledges that any interest payable pursuant to this Clause 3(Overdue Interest) is not a penalty and is reasonable and represents a genuinepre-estimate of the Ioss expected to be incurred by the Secured Parties in the eventof failure to pay any amount payable by it under this Deed.

4 Tax

4.I Tax Gross up

4

Execution Version

(a) All payments to be made by the Guarantor to any Secured Party under or inconnection with this Deed or a Transaction Document shall be made free and clear

of and without any Tax Deduction, unless it is required to make a Tax Deductionunder the Tax Act in which case the sum payable by it to any Secured Party notresident in India shall be increased to the extent necessary to ensure that theSecured Party concerned receives a sum, net of any Tax Deduction, equal to thesum which it would have received if no Tax Deduction had been required.

(b) The Guarantor shall promptly upon becoming aware that it must make a TaxDeduction (or that there is any change in the rate or the basis of a Tax Deduction)notify the Debenture Trustee and each Debenture Holder accordingly.

(C) If the Guarantor is required to make a Tax Deduction, it shall make that TaxDeduction and any payment required in connection with that Tax Deduction withinthe time allowed and in the minimum amount required by Iaw.

(d) Within 30 days of making either a Tax Deduction or any payment required inconnection with that Tax Deduction, the Guarantor shall deliver to the relevantSecured Party entitled to the payment relevant evidence that the Tax Deductionhas been made or (as applicable) any appropriate payment has been paid to therelevant taxing authority. The Guarantor shall, within 30 days after the Quarter EndDate in which quarter such Tax Deduction has been made, provide and deliver tothe relevant Secured Party entitled to the payment, the original certificate in theprescribed form, manner and timelines.

4.2 Tax Credit

If the Guarantor makes a Tax payment and the relevant Secured Party determines that:

(a) a Tax Credit is attributable to that Tax payment; and

(b) that Secured Party has obtained, utilised and retained that Tax Credit,

such Secured Party shall pay an amount to the Guarantor which that Secured Partydetermines will Ieave it (after that payment) in the same after Tax position as it would havebeen in had the Tax payment not been required to be made by the Guarantor providedalways that such Secured Party shall be the sole judge of the amount of any such benefitand of the date on which it is received and shall not be obliged to provide the Guarantorwith any supporting documents in this regard.

4.3 Indirect Tax

(a) All amounts expressed to be payable in respect of the Debentures or under theTransaction Documents (including any cost or expenses to be reimbursed orindemnified) by any Party to a Secured Party shall be deemed to be exclusive ofany Indirect Tax.

(b) If any Indirect Tax is chargeable on any amounts payable to a Secured Party(including any cost or expenses to be reimbursed or indemnified), the amount ofsuch Indirect Tax shall be added to such amounts and the Guarantor shall, within2 Business Days of demand, pay to that Secured Party an amount equal to theamount of the Indirect Tax.

4.4 Tax indemnity

(a) Without prejudice to Clause 4.1 (Tax Gross up) or Clause 4.3 (lndirect Tax), if:

(i) the Guarantor fails to withhold the required Tax, deposit the Tax withheldor deliver the Tax Deduction certificate to the Secured Party within theperiod prescribed under the Tax Act and Tax Rules; or

(ii) the Guarantor makes a short or insufficient Tax Deduction;

s

Execution Version

and the Secured Party suffers additional Tax liability as a result of any of theaforesaid acts of the Guarantor, the Guarantor shall, within 3 Business Days ofdemand from the Secured Party, indemnify the Secured Party against suchpayment or Iiability, together with any interest, penalties, costs and expensespayable or incurred or to be incurred by the relevant Secured Party in connectiontherewith.

(b) Further if a Secured Paity is required to make any payment of or on account of anyfuture Tax (including Indirect Tax) on or in relation to any sum received orreceivable under the Debentures or the Transaction Documents (including any sumdeemed for purposes of future Tax (including Indirect Tax) to be received orreceivable by that Secured Party whether or not actually received or receivable) orif any liability (including any increase in the Iiabilities) in respect of any such futureTax (including Indirect Tax) payment is asserted, imposed, levied or assessedagainst that Secured Party due to change in Iaw, or regulation, or Tax notice ordemand raised by the Tax authorities or any default by the Guarantor on its Taxcompliance obligations and the Secured Party is required to make payment in spiteof its best efforts to take necessary action before the Tax authorities and representthat such future Tax is not justifiable, the Guarantor shall, within 3 Business Daysof demand by that Secured Party, promptly indemnify that Secured Party againstsuch payment or Iiability, together with any incidental Tax liability, interest,penalties, costs and expenses payable or incurred by that Secured Party inconnection therewith, unless such liability arises on account of wilful wrongrepresentation by the Secured Party or any Tax imposed on and calculated byreference to the net income actually received or receivable by such Secured Party(but, for the avoidance of doubt, not including any sum deemed for the purposesof Tax to be received or receivable by such Secured Party but not actuallyreceivable) by the jurisdiction in which such Secured Party is incorporated.

(c) In the event the Secured Party makes any Tax payment pursuant to the provisionsof sub-clause (b) above to the Tax authorities and the Guarantor indemnifies theSecured Party for such Tax payment, the Secured Party shall make best efforts toobtain a Tax Credit of the amounts so paid or a refund of such taxes paid.Thereaffer, if the Secured Party has obtained any Tax Credit or refund of taxes, itshall pay such amount to the Obligor within 3 Business Days of receipt of the TaxCredit.

(d) If a Secured Party intends to make a claim under sub-paragraphs (a) or (b) above,it shall notify the Guarantor and the Debenture Trustee thereof.

4.5 The indemnity provisions under Clause 4.4 (Tax indemnity) shall not survive beyondcompletion of assessment/reassessment proceedings for the transaction under the Tax Actor the Tax Rules, as may be applicable.

4.6 Stamp Duty, Taxes, Costs and Expenses

To the extent not paid by the Company, the Guarantor shall pay all stamp duty, taxes,charges and penalties payable in respect of the Debentures, the Transaction Documentsand/or the transactions contemplated thereby and in the event of the Guarantor failing topay such stamp duty, taxes and penalties, the Debenture Trustee may (but shall not bebound) pay the same and the Guarantor shall reimburse the same to the Debenture Trusteeon demand. The Guarantor shall pay and, within 2 Business Days of demand, indemnifyeach Secured Party (through the Debenture Trustee) against any cost, loss or Iiability thatsuch Secured Party incurs in relation to all stamp duty, registration and other similar Taxespayable in respect of the Debentures and/or any Transaction Document.

s Costs and expenses

5.I Transaction expenses

6

Execution Version

The Guarantor shall, within 3 Business Days of demand, pay the Debenture Trustee andthe Account Bank the amount of all actual costs and expenses (including Iegal fees)incurred by any of the Secured Parties in connection with the negotiation, preparation,printing, and execution of:

(a) this Deed and any other documents referred to in this Deed; and

(b) any other Transaction Documents executed after the date of this Deed.

The Secured Party(ies) will, to the extent reasonably possible, provide documentaryevidence to the Guarantor in support of costs and expenses being claimed by it from theGuarantor.

5.2 Amendment costs

If any party requests an amendment, waiver or consent to or under a TransactionDocument, the Guarantor shall, within 3 Business Days of demand, reimburse theDebenture Trustee for the amount of all actual costs and expenses (including Iegal fees)incurred by the Debenture Trustee in responding to, evaluating, negotiating or complyingwith that request. The Secured Party(ies) will, to the extent reasonably possible, providedocumentary evidence to the Obligors in support of costs and expenses.

5.3 Enforcement costs

The Guarantor shall, within 3 days of demand, pay to each Secured Party the amount ofall costs and expenses (including Iegal fees) incurred by that Secured Party in connectionwith the enforcement of, or the preservation of any rights under, any Transaction Document.The Secured Party(ies) will, to the extent reasonably possible, provide documentaryevidence to the Obligors in support of costs and expenses.

6 Representations

The representations and warranties given by the Guarantor under Schedule 3(Representations and Warranties) of the Debenture Trust Deed shall apply to thisGuarantee mutatis mutandis and shall be deemed to be reproduced herein.

6.I Taxes

(a) Subject to Paragraph (b) below, the Guarantor has paid all Taxes required to bepaid by it within the time period allowed for payment without incurring any penaltiesfor non payment, other than any Taxes being contested by it in good faith and inaccordance with the relevant procedures for which adequate reserves are beingmaintained in accordance with GAAP.

(b) The Guarantor is not required to make any deduction for or on account of Tax fromany payment it may make under any Transaction Document.

(c) There are no proceedings pending before, or claims due to, any Tax authority inrespect of the Guarantor which could result in any Charged Assets being orbecoming subject to any Tax claims pursuant to Section 281 of the Tax Act.

6.2 Unpublished information

(a) The Guarantor is not aware of any Unpublished Price Sensitive Informationregarding SPIL or the Shares or any information that, if made public, would be Iikelyto have a material effect on the price of the Shares.

(b) The Guarantor has not provided any Unpublished Price Sensitive Information inrelation to the Shares to the Secured Parties.

(c) The Guarantor is in compliance with all applicable requirements under the InsiderTrading Regulations.

7

Execution Versron

6.3 Repetition

Each of the representations and warranties set out in this Clause 6 (Representations) aredeemed to be made by the Guarantor by reference to the facts and circumstances thenexisting on the date of this Deed and shall be repeated on every day from the DeemedDate of Allotment until the Final Settlement Date.

7 General undertakings

The undertakings in this Clause 7 (General undertakings) remain in force from the date ofthis Deed until the Final Settlement Date.

7.I Authorisations

(a) The Guarantor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force andeffect; and

(ii) supply certified copies to the Debenture Trustee of,

any Authorisation required under any law or regulation to enable it to perform itsobligations under any Transaction Documents (including, without Iimitation, inconnection with any payment to be made thereunder) and to ensure the Iegality,validity, enforceability or admissibility in evidence in its jurisdiction of incorporationof any Transaction Document or for a purpose specified in paragraph s (Validityand admissibility in evidence) of Schedule 3 (Representations and Warranties) ofthe Debenture Trust Deed.

(b) The Guarantor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force andeffect; and

(ii) supply certified copies to the?Debenture Trustee of,

any Authorisation required under any Iaw or regulation to enable it for carrying onits business.

7.2 Compliance with laws

(a) The Guarantor shall comply in all respects with Applicable Law to which it may besubject.

(b) Without prejudice to the generality of sub-paragraph (a) above, the Guarantor shallcomply with all applicable RBI regulations and rules in relation to non-bankingfinancial companies, as may be or become applicable.

7.3 Negative Pledge

The Guarantor shall not create or permit to subsist any Encumbrance on the ChargedAssets, other than the Security created in favour of the Debenture Trustee for the benefitof the Secured Parties under the Security Documents.

7.4 Disposals

The Guarantor shall not enter into a single transaction or a series of transactions (whetherrelated or not and whether voluntary or involuntary) to sell, Iease, transfer or otherwisedispose of any Charged Assets.

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Execution Version

7.5 Ranking

(a) TheGuarantorshallensurethateachSecurityDocumentcreates(or,onceenteredinto, will create) in favour of the Secured Parties the Security which it is expressedto create with the ranking and priority it is expressed to have.

(b) Without Iimiting Paragraph (a) above, the Guarantor shall ensure that theobligations of the Obligors under the Transaction Documents rank at all times atIeast part passu in right of priority and payment with the claims of all their respectiveother unsecured and unsubordinated creditors, except for obligations mandatorilypreferred by Iaw applying to companies generally.

7.6 Taxes

(a) The Guarantor shall pay and discharge all Taxes, rates, rents and governmentalcharges Ievied upon it and its respective assets before penalties become attachedthereto and shall establish adequate reserves for the payment of any Taxes, rates,rents and governmental charges becoming due unless such Taxes, rates, rent andgovernmental charges are being contested in good faith by appropriateproceedings.

(b) The Guarantor shall make all filings required under Applicable Laws andregulations (including, without limitation, the obligations to file regular tax returnswith any Governmental Agency.

7.7 Anti-Corruption Law

(a) The Guarantor shall not, directly or indirectly, use the proceeds of the Issue for anypurpose that would breach any applicable Anti-Corruption Laws or in furtheranceof an offer, payment, promise to pay, or authorization of the payment or giving ofmoney, or anything else of value, to any person in violation of any Anti-CorruptionLaws.

(b) The Guarantor shall:

(i) comply with, and ensure that each of its officers, directors, employees andagents will comply with, all applicable Anti-Corruption Laws; and

(ii) maintain in effect and enforce policies and procedures designed to ensurecompliance by the Guarantor and its Subsidiaries and their respectivedirectors, officers, employees and agents with Anti-Corruption Laws andapplicable Sanctions.

7.8 Sanction Laws and Regulations

The Guarantor will not, directly or indirectly, (a) use the proceeds of the Debentures, orIend, contribute or otherwise make available such proceeds to any person, (i) to fund anyactivities or business of or with any person, or in any country or territory, that, at the timeof such funding, is the subject of Sanctions, or (ii) in any other manner that would result ina violation of Sanctions by any person; nor (b) fund all or part of any payment underDebentures out of proceeds derived from transactions with person/s or from withincountries that are the subject of Sanctions.

7.9 Money laundering

The operations of the Guarantor shall be conducted at all times in compliance withapplicable Anti-Money Laundering Laws.

7.10 UPSI

(a) The Guarantor shall not provide any information which would constituteUnpublished Price Sensitive Information in respect of the Shares) to the Debenture

9

Executron Version

Trustee or any Debenture Holder which information has not been disclosed in theOffer Documents.

(b) The Guarantor shall ensure that it shall comply with all applicable requirementsunder the SEBI (Prohibition of Insider Trading) Regulations, 2Cll5.

8 Changes to the Parties

8.I Changes to the Guarantor

The Guarantor shall not assign any of its rights or transfer any of its rights or obligationsunder the Transaction Documents.

8.2 Changes to the Debenture Trustee

The Debenture Trustee may assign any of its rights or transfer by novation any of its rightsand obligations to any person in accordance with the terms of the Transaction Documents.

9 Incorporation of terms

g.i The provisions of the following clauses of the Debenture Trust Deed shall be incorporatedinto this Deed as if set out in full in this Deed and as if references in those clauses to "thisDeed" and "the Company" were references to this Deed and the Company respectively:

(a) clause 19 (Calculations and certificates):

(b) clause 20 (Partial invalidity);

(C) clause 21 (Remedies and waivers);

(d) clause 24 (Notices);

(e) clause 31 (Disclosure of information); and

(f) clause 28 (Counterparts).

qo Amendments and waivers

Any term of this Deed may only be amended or waived with the consent of the Guarantorand the Debenture Trustee.

11 Governing Iaw

This Deed is governed by Indian Iaw.

12 Enforcement

12.1 Jurisdiction

(a) Subject to Paragraph (c) below, the courts and tribunals of New Delhi haveexclusive jurisdiction to settle any dispute arising out of or in connection with thisDeed (including a dispute regarding the existence, validity or termination of thisDeed) (a "Dispute") and, accordingly, any Iegal action, suit or proceedings(collectively referred to as "Proceedings") arising out of or in connection with aDispute may be brought in those courts and tribunals and the Guarantor irrevocablysubmits to and accept for itself and in respect of its property, generally andunconditionally, the jurisdiction of those courts and tribunals.

(b) The Guarantor agrees that the courts and tribunals of New Delhi are the mostappropriate and convenient courts to settle Disputes and accordingly no Party willargue to the contrary. The Guarantor (i) irrevocably waives (a) any objection nowor in future, to the Iaying of the venue of any Proceedings in the courts and tribunalsin New Delhi, and (b) any claim that any such Proceedings have been brought in

10

Execution Version

an inconvenient forum and (ii) irrevocably agrees that a judgment in anyProceedings brought in the courts and tribunals New Delhi shall be conclusive andbinding upon it and may be enforced in the courts and tribunals of any otherjurisdiction (subject to the laws of such jurisdiction) by a suit upon such judgment,a certified copy of which shall be conclusive evidence of such judgment, or in anyother manner provided by law.

(c) This Clause 12.1 (Jurisdiction) is for the benefit of the Debenture Trustee and theDebenture Holders only. As a result, neither the Debenture Trustee nor anyDebenture Holder shall be prevented from taking proceedings relating to a Disputein any other courts with jurisdiction. To the extent allowed by law, the DebentureTrustee and the Debenture Holders may take concurrent proceedings in anynumber of jurisdictions.

12.2 Consent to Enforcement etc.

The Guarantor irrevocably and generally consents in respect of any proceedings anywherein connection with this Deed to the giving of any relief or the issue of any process inconnection with those proceedings including, without limitation, the making, enforcementor execution against any assets whatsoever (irrespective of their use or intended use) ofany order or judgment which may be made or given in those proceedings.

12.3 Waiver of Immunity

The Guarantor irrevocably agrees that, should any Party take any proceedings anywhere(whether for an injunction, specific performance, damages or otherwise in connection withthis Deed), no immunity (to the extent that it may at any time exist, whether on the groundsof sovereignty or otherwise) from those proceedings, from attachment (whether in aid ofexecution, before judgment or otherwise) of its assets or from execution of judgment shallbe claimed by it or with respect to its assets, any such immunity being irrevocably waived.The Guarantor irrevocably agrees that it and its assets are, and shall be, subject to suchproceedings, attachment or execution in respect of its obligations under this Deed.

This Deed has been entered into on the date stated at the beginning of this Deed.

11

Execution Versron

SCHEDULE 1

FORMAT OF DEMAND NOTICE

To: Shanghvi Finance Private Limited

From: Axis Trustee Services Limited, acting as the Debenture Trustee

Dated: [*]

Dear Sirs,

Deed of guarantee dated [*] (the "Guarantee") executed by the Guarantor in favour of theDebenture Trustee.

An amount of Rs. [*] (Rupees [*] only) is due and payable by [*]. Accordingly, we hereby give younotice pursuant to Clause 2.1 (Guarantee and indemnity) of the Guarantee that we require you topay such amount of Rs. [*] (Rupees [*] only).

In addition to the above, interest amounting to [*] at Overdue Interest from [@] until the date ofpayment, shall be due and payable by you.

Capitalised terms used herein shall have the meaning given to them in the Guarantee.

Yours faithfully,

Axis Trustee Services Limited

Debenture Trustee

12

Execution Version

SIGNATURES

THE COMMON SEAL of SHANGHVI FINANCE

PRIVATE LIM?TED is affixed hereunto pursuant to theresolution of the board of directors passed in this behalfon August 23, 2019 and in the presence of Mr.Mohammad Hani, authorised signatories who has signedthese presents in token thereof.

1.

Execution Version

SIGNED AND DELIVERED by AXISSERVICES LIMITED in its capacity asTrustee by the hands of

TRUSTEE

Debenture

its

authorised signatory.


ANNEXURE E:

COPIES OF BOARD RESOLUTION AND SHAREHOLDERS' RESOLUTION

37

F. R 145. 3" FIOOT, GLlrLlklll Cl-15,Rarri Manclir Roaci, Vile Parle (E),Mui'nbai - 400 057, Mahatas titra, INDIA.Tel : (91-22)42'lE3 lTl'lCIN No. : U24230GJIC)'JGPLC014535

Certified True Copy of the Resolution passed at the meeting of Board of Directors of AdityaMedisales Limited ("Company") held on Friday, 23'd August 2019.

Offer for issuance of 5000 rated, listed, secured, zero coupon, redeemable, non-convertibledebentures of the nominal value of INR 10 lakhs each, aggregating to not more than INR 500crores:

RESOLVED THAT in supersession to the earlier resolution passed by the Board in their Meetingheld on 12' August 2019 and in terms of Sections 23, 42, 71 and 179 of the Companies Act, 2013 (andthe relevant rules framed there under) and provisions of the Forei(gn Exchange Management Act, 1999and other provisions of all applicable laws and pursuant to the approml of the members of theCompany vide resolution dated 5" August 2019, the Company be and is hereby authorised to offer upto 5000 rated, listed, secured, zero coupon, redeernable, non-convertible debentures ("NCDs") of thenominal value of INR 10 Lakhs each, aggregating to not more than INR 500 crores at a discount of0.5%, on private placement basis, to a select group of investors bemg foreign portfolio investors, asmay be determined by any Director of the Company, which shall be up to a maximum number of fifty("Identified Person(s)/ Investor(s)"), on the terms and conditions under the debenture trust deed tobe executed in relation to tlxe NCDs ("Debenture Trust Deed") (the "Issue").

RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized toidentify the specific Identified Person to whom the Company shall make the offer for subscriptioix tothe NCDs, and to which Identified Investor the Offer Letter and the Infortnation Memorandum will beaddressed and issued by the Company.

RESOLVED FURTHER TF[AT the NCDs will be listed on the wholesale debt market segment ofBSE Lirnited pursuant to the Securities and Exchange Board of India (Issuance and Listing of DebtSecurities) Regulations, 2008, as amended from tinne to time, and in compliance with the provisionsof the Companies Act, 2013 and other applicable laws.

RESOLVED FURTHER THAT the NCDs will, inter aha, be secured by a first ranking exclusivecharge over bank accounts including Account Assets (as more particularly described in DebentureTrust Deed) created by the Company in favour of the Debenture Tmstee for the benefit of the Se.curedParties (as more particularly described in Debenture Trust Deed) in terms of the deed of hypothecation("Deed of Hypothecation").

,RESOLVED FURTHER THAT pursuant to the applicable provisions of the Companies Act 2013and rules made thereunder, Axis Trustee Services Lirnited, having its registered office at Axis House,Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai, Maharashtra - 400025(the "Debe-nture Trustee")-, be and is hereby appointed as the debenture tmstee for the proposed IssueofNCDs.

Regis(ered Oilaice : 402, ol"' Floor, R. K. Cen(re, Fa(ehguryl tvlain Road, '/adoclara - 3'90 002, Gu)aral. INDIA.l

AML/BM 23.08.2019/l

RESOLVED FURTHER THAT airy one Director of the Company be and is hereby a?ithorised tonegotiate and finalise the terms and conditions for appointment of a credit rating agency, a depositoryand such other iiiterrnediaries as may be req?iired to be appointed, including their successors and thei'ragents, in relation to the Issue.

RESOLVED FURTHER THAT in respect of the issuance of NCDs, the Company throiigh any oxieDirector or the Company Secretary of the Company, be and is hereby authorised to (a) finalise andissue a pri'vate placement offer cum application letter ("Offer Letter") pursuant to Forin PAS - 4 underthe Companies (Prospectus and Allotment of Securities) Rules, 2014 and a disclosure document("Information Memorandum") ptirsuant to Scliedule I of tl'ie Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations, 2008 (together, the "Offer Documents") for theproposed Issue and listing of the NCDs, (b) maintain a complete record of the private placement o ffersin Forrn PAS-s, (c) file return of allotment of securities in Form PAS-3, and (d) file necessary formswith the relevant registrar of companies and stock exchange(s) in accordance with the Companies Act,2013 and applicable regulations issued by the Securities and Exchange Board of India from time totime.

RESOLVED FURTHER THAT the terms of and the transaction contemplated by the followingdocuments, drafts of which are placed on the table, and initialed for the purpose of identification, ar';hereby unanimously approved and accordingly be executed by the Company:(i) the debe.ntuxe trustee agreement with the Debenture Trustee (the "Debenture Trustee

Agreement"),Debenture Trust Deed, 'the Deed of Hypothecation (and the power of attorney for appointing the Debenture Trusteeas fhe Company's attorney ana notice of charge in relation thereto),the Offer Letter,the 'Jnforrnation Memorandum, andall other agreements, instruments, indentures, deeds, declarations, letters, writings and otherdocuments (whether financing, security or otherwise) as required by the Debenture Trustee,or the holders of the NCDs in relation, or pertaining, to the transactions contemplated by, orin relation to the NCDs or the above documents,

(ii)(iii)

(iv)(V)(Vi)

(collectively, tl'ie "Transaction Documents").

RESOLVED FURTHER THAT Mr. Bhushan Mehta, Whole-time Director or Ms. Darshna Mehta,Director or Mr. Mohammad Hani, Authorised signatory or Mr. Satish Arora, Authorised signatory orMr. Kawaldeep Singh Barnrah, Authorised Signatory or Mr. Tushar Pawar, Authorised Signatory(collectively referred to as the "Authorised Officers") be and are hereby severally authorized to:

(a) execute, deli'ver and dispatch the Transaction Documents and other deeds, documents, requests,xiotices and other writings as and when necessary, to take all such further steps as may be req uiredto give effect to these resolutions, including but not limited to carrying out the Issue through theelectronic book mechanism for issuance of debt securities on private placement basis as per theSecurities and Exchange Board of India circular no. SEBI/HO/DDHS/CIR/P/2018/05 datedJanuary s, 2018 as amended on August 16, 2018, using the BSE BOND-EBP Platform or anyother platform provided by an electronic book provider, and to create appropriate security anddetermine the extent thereof;

(b) negotiate, agree, accept and execute any changes, modifications or amendments to the terms andconditions contained in the Transaction Documents (however fundamental they may be) togetherwith all other documents, agreements, instruments, deeds, documents, letters and other writingsas and when necessary or required by the Debenture Trustee or the holders of the NCDs inconnection with, or ancillary to the Transaction Documents;

(c) obtain all necessary authorisations from governmental authorities and/or third parties required inconnection with the transactions contemplated under the Transaction Docutnents and complete

2

AML/BM 23.08.20l9/1

all formalities iii respect tliereto;

(d) arrange for payment of all applicable stamp duty in respect of the Transaction Docun'ients;

(e) make all filings with the relevant govermnental authorities, including but riot limited to,, theReserve Bank of India and stock exchange(s) (for the listing of NCDs);

(f) create, perfect and register security created through the Deed of Hypothecation and otherTransaction Documents and file with the relevant Registrar of Companies, DepositoryPaiticipant and Stock Exchange(s) all particulars ixi respect of the proposed creation of securityas may be required in the prescribed forrns;

(g) open such bank accounts as may be required in connection with the said Issue and execute andsign documents for opening of bank accounts and issuing instructions for operation of bankaccounts related thereto in connection with the Issue and/or NCDs;

(h) decide upon the date of opening and closing of the Issue, date of allotment of NCDs, the periodfor which the Issue will retnain open and the bi&4ing mechanism;

make the necessary application for creation of International 'Securities Identification Number("ISIN") to the National Securities Depository Limited/ Central Depositories Services Limitedand such other application to all such authorities as may be necessitated from time to time forthe purpose of issuance and listing of the NCDs;

(i) do all other acts or things and execute all other documents as may be necessary or required forthe aforesaid purposes, including to sign and/or dispatch all forms, documents arid notices to besigned, submitted and/or dispatched by the Company under or in connection with the TransactionDocuments; and

(k) certify as having been adopted by the Board, any and all resolutions necessary, advisable orappropriate to consummate the Transaction Documents or its other obligations in relation to theNCDs as contemplated by the foregoing resolutions.

RESOLVED FURTHER THAT the Company through any Authorised Officer may open the CashMargin Account with Standard Chartered Bank and any other account as required under the terms ofthe Debenture Trust Deed and such bank accounts will be operated only in accordance with the tennsof the Transaction Documents.

RESOLVED FURTHER THAT the following authorised persons shall be the signatories of the CashMargin Account operated by anyone from Group A jointly with anyone from Group B:

? ?(Aditya Medisales Limited) (Axis Tmstee Services Limited)

M-r. Bhushan Mehta, Whole-time Director l 1. Mr. Makarand KulkarniMs. Darshna Mehta, Director l 2- Mr- Anish Kumar JnaMr. Kawaldeep Singh Bamrah, AuthorisedSignatoryMr. Tushar Pawar, Authorised Signatory

Mr. ][ndraprakash RaiMr. Rahul VaishyaMs. Mangalagowri BhatMs. Mehak BansalMs. Swati Borkar

2.

3.

4.

s.

6.

7.

1.

2.

3.

4.

and further THAT the Cash Margin Account shall not be closed until the Final Settlement Date (asdefined in the Debenture Trust Deed).

RESOLVED FURTHER THAT any and all actions taken by any Authorised Officer in connectionwith any transaction or objectives approved in any or all of the foregoing resolutions, and all

3

AML/BM 23.08.20l9/l

transactions related thereto, are hereby approved, ratified and confirmed in all respects and any and allactions hereafter to be taken by any Authorised Officer in furtherance of the objectives of the foregoingresolutions are hereby authorised, approved and ratified in all respects.

RESOLVED FURTHER THAT the Company be and is hereby authorised to create such collateraland security as may be mutually agreed with the holders of the NCDs that may be required as securityfor the NCDs, and enter into and execute all relevant security documents (together with the relatedpowers of attorney, where required) or any other agreement, deed or document that may be requiredfor the purpose of creating and perfecting the security as set out above.

RESOLVED FURTHER T HAT that the D irectors of the Company and any other Authorised Offi cersbe and are hereby authorized severally, inter aha, to provide declarations and undertakings on behalfof the Company, to the satisfaction of the Debenture Trustee.

RESOLVED FURTHER THAT the Authorised Officers be and are hereby severally authorised torecord the names of the holders of the NCDs and sign, issue and circulate the Offer Docurnents to theholders of the NCDs in accordance with the Companies Act, 2013, applicable regulations issued bythe Securities and Exchange Board of India and the ru{es and regulations n'iade there under, and to doall such acts (including filing the Offer Documents with the relevant registrar of companies and stockexchange(s) in the prescribed forrn), deeds, matters and things as may be necessary for the purpose ofgiving effect to this resolution on behalf of the Company.

RESOLVED FURTHER THAT the Authorised Officers be and are hereby severally authorised todo all such acts and <leeds as may be required for completing the process of allotment and listing ofNCDs and other matters incidental and ancillary thereto.

RESOLVED FURTHER THAT the common seal of the Company may be affixed, if required, onthe Transaction Documents in the presence of any of the aforesaid Authorised Officers or Mr.Moharnmad Hani and/ or Mr. Satish Arora, Authorised Signatories, in accordance with the Articles ofAssociation of the Company, and on any of the above instruments or documents, and any furtherdocuments and agreements that may be required.

RESOLVED FURTHER THAT the Directors be and are hereby severally authorized to delegate thepowers to such official(s) of the Company as may be deemed necessary to do such acts and executesuch documents as may be required in connection with any of the matters relating to the allotment ofthe NCDs and/or listing of NCDs on stock exchange(s)."

For ADITYA M EDT6 01 §5 I?,IMITED, 4,tl!

fJ!,- /T/?/J -

. )€bi'% j%l=

Ayushi ShahCompany SecreiMembership No.: N

4

AML/BM 23.08.20l9/l

F. F! 145. 3"" Floar, Gtirtimil cl'4S ,Rain Mandir Fload, Vile Parla (E),Mumbai - 400 057, MLnataslilrai INDIA.Tel:(9t-22)42'l81'il'lCIN NO. : U2!230GJ 1990PLCO 14535

Certified True Copy Of The Resolutions Passed By The Members Of Aditya MedisalesLimited At The Extra-Ordinary General Meeting Of The Company Held On 5'h Augu st 2019Item No, 1

"RESOLVED THAT in supersession of the earlier resolutions passed under Section 180 (1 )(a) ofthe Companies Act, 2013 at the Extraordinary General Meeting No. 1/ 2017-18 of the Companyheld on 14" March 2018, consent of the members of the Company, be and is hereby accordedunder Section 180(1)(a) and other applicable provisions of the Companies Act, 2013, includingany statutory modi? cation or re-enactment thereof for the time being in force and other applicableprovisions, if any, to the Board of Directors of the Company (hereinafter referred to as the "Board"which term shall be deemed to include any committee thereof) to create such charges, mortgagesand hypothecations, on such movable and immovable properties, both present and future, and insuch manner as the' Board may deem fit, together with power to takeover the management andconcern of the Company in certain events in favour of Banks/ Financial Institutions, other in'vestingagencies and trustees for the holders of' debentures/ bonds/ other instruments to secure rupee/foreign currency loans and/ or the issue of debentures whether partly/ fully/ non convertible and /or securities and / or rupee/ foreign currency convertible bonds and/ or (hereinafter collectivelyreferred to as "Loans") provided that the total amount of loans together with interest thereon,additional interest, compound interest, liquidated damages, commitment charges, premium on pre-payment or on redemption, costs, charges, expenses and all other monies payable by the Companyin respect of the said loans, for which the charge is to be created, shall not, at any time exceed thelimit of Rs. 2,500 Crores (Rupees Two Thousand and Five Hundred Crores Only).For Aditya Medisales Limitr]';)"'-?

Ayushi ShahCompany SecretaryMembership No: A58747

Registered O!!ice : 402, 4"' Floor, R. K. Centre, Falehgunj Main Road, Vadodara - 390 002, Gujaral, INDIA.

hrvitlhrs iort.:zotqli

F. P 145, 3"" Floar, Gurukril CHS,Ram Maiidir Fk.ad, Vile Parle ([;,Mui'itbai - 400 057. Maiiaras Iilra. lhlolA.Tel ? (91-22) -1218 11 l iCIN No. : U24230GJ 1 990PLCO14535

Certified True Copy of the Resolution passed by the Members of Aditya MedisalesLimited at the Extra-Ordinary General Meeting of the Company held on 5f" August 2019

"RESOLVED THAT pursuant to the provisions of Section 23, 42, 71 and other applicableprovisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectusand Allotment of Securities) Rules, 2014, Rule 18 of the Companies (Share Capital andDebentures) Rules 2014 and any other applicable statutory / regulatory provisions, regulationsand guidelines and the enabling provisions of the Memorandum of Association and Articles ofAssociation of the Company, consent of the members of the Company be and is'herebyaccorded to authorize the Board of Directors of the Company (the "Board") to offer, issue andallot rated, listed, secured, zero coupon, redeemable, non-convertible debentures ("NCDs") upto INR 500,00,00,000/ (Rupees Frvc Hundred Crores Only), on private placement basis, in oneor more tranches, on such terms and conditions including the issue price, face value, prernium/discount amount, rate of interest, redemption period etc., as may be deemed appropriate by theBoard.

RESOLVED FURTHER that the Board, be and is hereby authorized to incur additionalborrowings by issuance of the NCDs, and to create and perfect security (including by way of acharge over it assets) in relation to such NCDs and to further approve the creation of securityfor the NCDs by the holding company and other associates of the Company.

RESOLVED FURTHER that the Board, be and is hereby authorized to do all such acts, deeds,matters and things necessary for the purpose of giving effect to these resolutions including butnot limited to the appointing of any intermediaries, the signing and issuance of the privateplacement offer cum application letter and information memorandum in the prescribed forms,and to authorize such officials as they may deem fit to finalise, sign and execute all documentsand take all actions as may be required in relation to the issue of the NCDs on behalf of theCompany."

fed,

Membership No':' A58747

A(S/IL /ea-lrvt s.oa aaicr /.S

Reg!slered O!iice : 402, 4" Hoor, R. K. Cenlrei FafehgunI Maill Road, Vaclodara - 390 002, G(jjarali INDIA.

F. F! 145, 3"' Floar, (3uri.ikul CHS,Ram Mamir Road, Vile Patla (E) ,MumLiai - 400 057. Maiiarashlra, INDIA..Tel : (91 -22) -12'l 8 I 'i I ICIN +%lo. : U24230GJ'l990PLCO'l 45:15

CerUfied True Copy Of The Resolutions Passed By The Members Of Aditya MedisalesLimited At The Extra-Ordinary General Meeting Of The Company Held On 5'h August 2019

Item No. 2

"RESOLVED THAT in supersession of the earlier resolutions passed under Section 180 (1 )(c) qfthe Companies Act, 2013 at the Extraordinary General Meeting held on 14' March 2018, consentof the members of the Company, be and is hereby, accorded under Section 180 (l)(c) and otherapplicable provisions of the Companies Act, 2013, including any statutory modi?cation or re-enactrnent thereof for the time being in force and other applicable provisions, if any, to the Boardof Directors of the Company (herein after referred to as the "Board" which term shall be deemedto include any committee thereof) for borrowing, from time to time, any sum or sums of rnonieswhich together with the monies already borrowed by the Company (apart from temporary loansobtained or to be obtained from the Company's bankers in the ordinary course of business) mayexceed the aggregate of the paid up share capital of the Company, its free reserves (that is to sayreserve not set apart for any specific purpose) and securities premium, provided that the totalamount so borrowed by the Board shall not at any time exceed Rs. 2,500 crores (Rupees TwoThousand and Five Hundred Crores only) or the aggregate of the paid-up share capital, freereserves and securities premium of the Company, whichever is higher."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deedsand things, to execute all such documents, instruments and writings as may be required to giveeffect to this Resolution."

For Aditya Medisales Limited,??kAyushi ShahCompany SecretaryMembership No: k58'!47

Regis!ered Oliice : 402, 4"' FIo0r, R. K. Cenfre, Fatehgui'il Main Road, Vadodara - 390 002, Gularal, INDIA.

>ivii-(e6ru e-os.zoiqlz