 

MedPlus Health Services Limited (formerly known as MedPlus Health Services
Annexure- VIL

Notes to Restated Consolidated Financial Information

(All amounts are it Rs. in millions except as others stated)

 

52, Agreement with Shareholders

() During the year ended 31 March 2021

‘4. Shareholder agreement (SHA) and Share Subscription Agreements (SSA)
Pursuant to a Shareholders Agreement (SHA) dated 24 December 2020 entered into with Agilemed Investments Private Limited, Lone Furrow Investments Private Limited, PI Opportunities Fund - I PI), SS. Pharma
LLC, Shore Pharma LLC, Natco Pharma Limited, Time Cap Pharma Labs Private Limited, Lavender Rose Investments Limited, the Promoters and the Existing Share holders and the Share Subscription Agroement (SSA)
dated 24 December 2020 entered into with Lavender Rose Investments Limited (Investor), Gangadi Investments Private Limited (Promoter 2), G Madhukar Reddy (Promoter 1), Agilemed Investments Private Limited
and Lone Furrow Investments Private Limited and the Share Subscription Agreement (SSA) dated 24 December 2020 entered into with PI Opportunities Fund - I (PI) (Investor), Gangadi Investments Private Limited
(Promoter 2), G Madhukar Reddy (Promoter 1), Agilemed Investments Private Limited and Lone Furrow Investments Private Limited, the company issued 560,896 0.001% Series Cl CCPS to Lavender Rose Investments
Limited on 9 February 2021 and 160,147 0.001% Series C2 CCPS to Pl on 9 February 2021 on a private placement basis as per the provisions of Section 42 of the Companies Act, 2013. Consequent to such issue of shares,
the Company received Rs, 777.90 million and Rs. 222.10 million, respectively, the details of which are included in the table below:

 

aT Premium on issue per Total amount (INR

 

RL Type of share Face value per share Issue price per share “oie No of Shares ane
1 CCPS Series Cl 2000 138688 1366.88 360,896 777)
2 CCPSSeries C2 20.00 1,386.88 1,366.88 160,187 22:10

 

7,000.00

Ff the above proceeds, the company has utilised Rs, 60.00 million towards repayment of loan, Rs. 30.14 million towards expenses incurred for issuance of the CPS, Rs. 7.00 million towards investment in subsidiaries
and Rs. 6.86 million towards general business purposes. As at March 31, 2021, the unutilised amount of Rs. $46.00 million has been placed in fixed deposits with banks.

Pursuant to a Shareholders Agreement (SHA) dated 24 December 2020 entered into with Agilemed Investments Private Limited, Lone Furrow Investments Private Limited, PI Opportunities Fund - I (PD), SS. Pharma
LLC, Shore Pharma LLC, Natco Pharma Limited, Time Cap Pharma Labs Private Limited, Lavender Rose Investments Limited, the Promoters and the Existing Share holders, the conversion ratio ofall the different series
of COPS ice, Series A, Series B, Series B1, Sores B2, Series C1 and Series C2 has been effectively determined on an overall basis at 1 equity share for each CCPS held with different conversion ratio's within different series,
basis the conversion events. Accordingly, the Series B, BI, B2 CCPS issued as bonus shares during the year and the CCPS issued under Series Cl and C2 and covered under the SHA were classified as equity at their
transaction values as atthe transaction date.

(Gi) During the year ended 31 March 2020:
‘a. Shareholder agreement -1 (SHA 1) and Share Subscription Agreement (SSA 1)
Pursuant to a Shareholders Agreement (SHA) and Share Subscription Agreement (SSA) dated 22nd February 2019 entered into with Gangadi Investments Private Limited (the Holding company), G Madhukar Reddy
(Promoter) and PI Opportunities Fund - I (PD, the company issued 100 equity shares and 30,747 0.001% Series A CCPS to Pl on April, 10 2019 on a private placement basis as per the provisions of Section 42 of the
‘Companies Act, 2013. Consequent to such issue of shares, the Company received Rs. 2,045 million the details of which are included in the table below:

 

oT Premium on issue per Total amount (NR

 

 

No Type of share Face value pershare Issue price per share ae No of Shares iis)
1 Equity shares Tom 6295.10 (66 285.10 100 om
2 cers 20.00 6275.10 30787 2.03837

 

 

 

Ff the above proceeds, the Company has utilised Rs. 1,890 million towards investments in its subsidiary companies and Rs. 55 million towards working capital and other requirements, As at March 31, 2020, the
‘unutilised amount of Rs. 100 million has been placed in fixed deposits with a bank.

b Supplemental Shareholder agreement-2 (SSHA 2) and Share Subscription Agreement -2 (SSA 2)
Pursuant toa Shareholders agreement dated 24 December 2019 entered into between the Holding Company, G Madhukar Reddy (Promoter), PI, SS Pharma LLC, Shore Pharma LLC, Natco Pharma Limited, Time Cap
Pharma Labs Limited and the Company, the holding company has sold 28,399 shares held in the Company to above mentioned parties for an aggregate sale consideration of Rs 2,180.05 million (i.e, @ Rs 76,765 per
share), the details of which are given in the table below. Pursuant to the above transaction, the holding company holds 119,039 (March 31, 2019: 147,438) equity shares in the Company representing 58.43% (March 3,
2019: 72.40%) of equity share capital of the Company.

 

 

 

 

. Name of Investors to whom shares were sold Selling price per share Total amount (INR
Typ by the holding company (Rs, per share) Nese cases in million)
Tay Pl Opportunities fund ToT Tas Tae
Equity S$ Pharma LLC 76,765 4012 307.98
Equity ‘Shore Pharma LLC 76,765 1199 92.04
Equity Natco Pharma Limited 76,765 978 75.08
Equity ‘Time Cap Pharma Labs Limited 76,765, 77 75.00
25399 2,180.05

 

Amendment to SHA 1 and SSHA? dated December 29,2019
‘The SHA 1 and SHA 2 referred to in paragraphs (a) and (b) above had a buy back obligation on the Company pursuant to which the Company was obligated to buy back all the equity shares and CPS covered under
SHA 1 and SSHA 2 in case the investors were not able to get an exit as per the terms of those agreements. Further, as per the terms of SHA 1, the conversion ratio of CCPS into equity shares were subject to variability
based on certain performance criteria laid out in the agreements

Pursuant to these clauses, all the above equity shares and CCPS were treated as a financial lability and were carried at fair value through profit and loss in accordance with the requirements of Ind AS 32 on Financial
Instruments - Presentation.

 

(On December 29, 2019, the deeds of amendment was executed between PI Opportunities Fund- I, SS Pharma LLC, Shore Pharma LLC, Natco Pharma Limited, Time Cap Pharma Labs Limited, Existing shareholders
(Gogether referred to as investors) the Holding company, the promoter and the Company to modify certain terms of SHA 1 and SSHA 2. Pursuant to such deeds of amendment, the buy back obligation on the company
hhas boen eliminated and the investors no longer have the right to obligate the Company to buy back equity shares including CCPS under any circumstances.

Further the conversion ratio of CPS has been effectively determined at 1 equity share for each CCPS held by PI. Accordingly, the equity shares and CCPS covered under the SIA 1 and SSHA 2 were reclassified to

equity on December 29, 2019 at thei fair value as at that date, The movement in fair value of the liability from the date of isste/sale of the equity shares and issue of CCPS upto the date of such reclassification to equity
i.e. December 29, 2019 amounting to Rs, 322.97 millions has been accounted for in the Consolidated Statement of Profit and Loss,

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