General Updates

June 26, 2026 Lis(cid:415)ng Department Code: 532321 BSE LIMITED P J Towers, Dalal Street, Mumbai-400001 Lis(cid:415)ng Department Code: ZYDUSLIFE NATIONAL STOCK EXCHANGE OF INDIA LIMITED Exchange Plaza, C/1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai-400051 Sub: Investment in the equity shares of Zydus Sunshine Lifesciences (Private) Limited (“Zydus Sunshine”) Ref.: Disclosure under regula(cid:415)on 30 read with Para A of Part A of Schedule III of the SEBI (Lis(cid:415)ng Obliga(cid:415)ons and Disclosure Requirements) Regula(cid:415)ons, 2015 (“the Lis(cid:415)ng Regula(cid:415)ons”) and SEBI Master Circular dated January 30, 2026 (“the SEBI Circular”) Dear Sir / Madam, This is to inform that Zydus Lifesciences Limited (“Zydus”) has entered into Share Subscrip(cid:415)on and Shareholders’ Agreement (“SSSHA”) with Sunshine Healthcare Lanka Limited (“Sunshine”) and Zydus Sunshine Lifesciences (Private) Limited (“Zydus Sunshine”) to subscribe 50% of the total paid-up equity share capital of Zydus Sunshine (“Subscrip(cid:415)on Shares”), as per the terms and condi(cid:415)ons as men(cid:415)oned in the SSSHA. Pursuant to the subscrip(cid:415)on of the Subscrip(cid:415)on Shares, Zydus Sunshine shall become a joint venture of Zydus and Sunshine. Necessary details as s(cid:415)pulated under regula(cid:415)on 30 of the Lis(cid:415)ng Regula(cid:415)ons read with para 1.1 (subscrip(cid:415)on of shares) and para 5 (joint venture) of the SEBI Circular are provided in Annexure-“1” and Annexure-“2” respec(cid:415)vely. Please find a(cid:425)ached the press release in this regard as Annexure-“3”. Please find the same in order. Thanking you, Yours faithfully, For, Zydus Lifesciences Limited Dhaval N. Soni Company Secretary and Compliance Officer Membership No. FCS7063 Encl.: As above Annexure-“1” (subscrip(cid:415)on of shares) Sr. Par(cid:415)culars Responses a) name of the target en(cid:415)ty, details Name of the Target Company: Zydus in brief such as size, turnover etc. Sunshine Lifesciences (Private) Limited (“Zydus Sunshine”). A(cid:332)er subscrip(cid:415)on of Subscrip(cid:415)on Shares, Zydus Sunshine will become 50:50 joint venture between Zydus and Sunshine. Brief details: Zydus Sunshine shall primarily undertake manufacturing of pharmaceu(cid:415)cal products in Sri Lanka. Turnover: Nil, as Zydus Sunshine is recently incorporated. b) Whether the acquisi(cid:415)on would The subscrip(cid:415)on of the Subscrip(cid:415)on Shares fall within related party would not fall within related party transac(cid:415)on(s) and whether the transac(cid:415)on(s). promoter/ promoter group/ group companies have any None of the promoter / promoter group / interest in the en(cid:415)ty being group companies have any interest in the acquired? If yes, nature of said subscrip(cid:415)on of the Subscrip(cid:415)on Shares. interest and details thereof and whether the same is done at “arm’s length” c) Industry to which the en(cid:415)ty Pharmaceu(cid:415)cals being acquired belongs d) Objects and impact of Zydus Sunshine will set up a state-of-art acquisi(cid:415)on (including but not manufacturing facility in Horana Export limited to, disclosure of reasons Processing Zone in Sri Lanka to manufacture for acquisi(cid:415)on of target en(cid:415)ty, if pharmaceu(cid:415)cal products, which will its business is outside the main strengthen local produc(cid:415)on and reduce line of business of the listed import dependence. This will improve access en(cid:415)ty) to high-quality medicines while suppor(cid:415)ng na(cid:415)onal supply chain resilience. Sr. Par(cid:415)culars Responses e) brief details of any governmental Not applicable or regulatory approvals required for the acquisi(cid:415)on f) indica(cid:415)ve (cid:415)me period for The subscrip(cid:415)on of Subscrip(cid:415)on Shares is comple(cid:415)on of the acquisi(cid:415)on expected to be completed within a period of 90 working days from the date of execu(cid:415)on of the Share Subscrip(cid:415)on and Shareholders’ Agreement. g) considera(cid:415)on-whether cash Cash considera(cid:415)on considera(cid:415)on or share swap or any other form and details of the same h) cost of acquisi(cid:415)on and/or the Upto USD 5 million (United States Dollar Five price at which the shares are Million only) in one or more tranches, acquired subject to certain adjustments, if any. i) percentage of shareholding / 50% (Fi(cid:332)y percent) control acquired and / or number of shares acquired j) brief background about the Brief background of Zydus Sunshine: Zydus en(cid:415)ty acquired in terms of Sunshine is recently incorporated to set up a products/line of business manufacturing facility in Sri Lanka and will be acquired, date of incorpora(cid:415)on, primarily engaged to manufacture history of last 3 years turnover, pharmaceu(cid:415)cal products in Sri Lanka. country in which the acquired en(cid:415)ty has presence and any Date of incorpora(cid:415)on of Zydus Sunshine: other significant informa(cid:415)on (in May 30, 2026 brief) Presence of Zydus Sunshine: Sri Lanka Turnover of Zydus Sunshine: Nil, as Zydus Sunshine is recently incorporated. Annexure-“2” (joint venture) Sr. Par(cid:415)culars Responses a) name(s) of par(cid:415)es with whom The Share Subscrip(cid:415)on and Shareholders’ the agreement is entered Agreement (“SSSHA”) is entered into amongst Zydus Lifesciences Limited (“Zydus”), Sunshine Healthcare Lanka Limited (“Sunshine”), and Zydus Sunshine Lifesciences (Private) Limited (“Zydus Sunshine”). b) purpose of entering into the The purpose of entering into SSSHA is to agreement subscribe the Subscrip(cid:415)on Shares, represen(cid:415)ng 50% equity shares of Zydus Sunshine by Zydus and Sunshine. c) shareholding, if any, in the en(cid:415)ty Before the execu(cid:415)on of the SSSHA, Zydus with whom the agreement is was not holding any shares of executed Zydus Sunshine. Upon signing the SSSHA, Zydus will subscribe the Subscrip(cid:415)on Shares, represen(cid:415)ng 50% of the paid-up share capital of Zydus Sunshine. d) significant terms of the Right to appoint directors: The Board of agreement (in brief) special Zydus Sunshine shall comprise of 6 (six) rights like right to appoint directors, 3 (three) directors each directors, first right to share represen(cid:415)ng Zydus and Sunshine. subscrip(cid:415)on in case of issuance of shares, right to restrict any The Chairperson shall always be appointed change in capital structure etc. by Zydus and shall have a cas(cid:415)ng vote on all ma(cid:425)ers, other than reserved ma(cid:425)ers. Right to restrict any change in capital structure: The capital structure of Zydus Sunshine can be amended with the approval of Zydus and Sunshine. Sr. Par(cid:415)culars Responses e) whether, the said par(cid:415)es are None of the par(cid:415)es are related to promoter related to promoter/promoter / promoter group / group company in any group/ group companies in any manner. manner. If yes, nature of rela(cid:415)onship f) whether the transac(cid:415)on would The transac(cid:415)on of subscrip(cid:415)on of the fall within related party Subscrip(cid:415)on Shares is not a related party transac(cid:415)ons? If yes, whether the transac(cid:415)on. same is done at “arm’s length” g) in case of issuance of shares to Not applicable. the par(cid:415)es, details of issue price, class of shares issued h) any other disclosures related to The Board of Zydus Sunshine shall comprise such agreements, viz., details of of 6 (six) directors, 3 (three) directors each nominee on the board of represen(cid:415)ng Zydus and Sunshine. directors of the listed en(cid:415)ty, poten(cid:415)al conflict of interest The Chairperson shall always be appointed arising out of such agreements, by Zydus and shall have a cas(cid:415)ng vote on all etc. ma(cid:425)ers, other than reserved ma(cid:425)ers. There is no poten(cid:415)al conflict of interest arising out of the subscrip(cid:415)on of the Subscrip(ci [Showing first 8,000 characters — download PDF for full document]