DIL Ltd. approves Scheme of Amalgamation with subsidiary, Fermenta Biotech Ltd.

DIL Ltd. approves Scheme of Amalgamation with subsidiary, Fermenta Biotech Ltd.

~Amalgamation to be value accretive to shareholders in addition to other benefits~

June 21, 2018, Mumbai: DIL Ltd. (BSE: DIL) today announced that the Board of Directors at its meeting held on June 21, 2018 has approved the Scheme of Amalgamation (‘Scheme’) with its subsidiary, Fermenta Biotech Ltd. (FBL) which is engaged in manufacturing and marketing of bulk drugs including Vitamin D3 and enzymes. Under the terms of the Scheme, 100 equity shares of DIL of Rs.10 each fully paid up would be issued for every 1,006 equity shares of FBL of Rs.10 each fully paid up.

However, as the Board had at its meeting held on June 18, 2018 recommended the split/sub-division of shares of DIL Ltd. from face value of Rs.10 (Rupees Ten) each to face value of Rs.5 (Rupees Five) each, and issue of Bonus equity shares in the proportion of 1:1, the number of shares to be issued to FBL shareholders would also undergo a change i.e. 100 equity shares of DIL of Rs.5 each fully paid up would be issued for every 251 equity shares of FBL of Rs.10 each fully paid up.

The Amalgamation will be value accretive to shareholders of DIL Ltd., as they would have directly access to the core business of the Group. The greater integration and increased financial strength and flexibility for the amalgamated entity would result in maximising overall shareholder value. The greater efficiency in cash management of the group and unfettered access to cash flow generated by the combined business will allow it to be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value. The pooling of human capital having diverse skills, talent and vast experience would result in improved organizational capability and leadership, allowing the company to compete successfully in an increasingly competitive industry. In addition, more focused operational efforts, rationalization, standardisation and simplification of business would result in substantial cost savings.

The post-merger shareholding of the Promoters in DIL Ltd. would be 58.93% (existing: 62.59%).

The scheme is subject to other necessary statutory approvals including the approval of the National Company Law Tribunal Bench at Mumbai.

About DIL Limited:

DIL holds 91.2% equity stake in Fermenta Biotech Limited (FBL), which was incorporated in 1986. FBL is engaged in manufacturing of Vitamin D3, other specialty API’s, biological enzymes and also offers integrated biotech based environmental solutions. FBL has 2 manufacturing facilities:

- Kullu in Himachal Pradesh – cGMP certified and currently manufactures vitamin D3, specialty

API’s and Enzymes

- Dahej SEZ – set up in 2011 and manufactures Vitamin D3

DIL has developed premium office spaces named ‘THANE ONE’, with a total leasable area of 200,000

sq. ft., which is currently about 95% occupied.

For more information about the Company and its businesses, please visit our website www.dil.net

Safe Harbor:

Statements in this document relating to future status, events, or circumstances, including but not limited to statements about plans and objectives, the progress and results of research and development, potential project characteristics, project potential and target dates for project related issues are forward-looking statements based on estimates and the anticipated effects of future events on current and developing circumstances. Such statements are subject to numerous risks and uncertainties and are not necessarily predictive of future results. Actual results may differ materially from those anticipated in the forward-looking statements. The company assumes no obligation to update forward-looking statements to reflect actual results changed assumptions or other factors.