February 21, 2017

The BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400 001

The National Stock Exchange of India Limited

Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Scrip Code: 532531 Scrip Code: STAR Dear Sirs,

Ref: Notice of Postal Ballot & E-Voting,i ,

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Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, we enclose herewith Notice of Postal Ballot seeking approval of Members for the following item:

Item 1: Capping of Strides' investment in Stelis Biopharma Private Limited

The date of events relevant to Postal Ballot are as below:

.Dates

I. Date of Completion of Dispatch of Notice (by email/ Friday, February 17, 2017

registered post/ courier) to members whose names appear in the member register/ records as on February 3, 2017

  1. Date of Commencement of e-Voting Monday, February 20, 2017 at

    09.00 a.m

  2. Date of Ending of e-Voting ("Last Date") Tuesday, March 21, 201 7 at

    05.00 p.m

    Postal Ballot received from members beyond the Last Date will not be valid and voting whether by post or electronic means shall not be allowed beyond the said Last Date.

  3. Results of Postal Ballot

By Thursday, March 23, 2017

REGD. OFF : '))

The Postal Ballot and E-Voting Notice, along with the Explanatory Statement, will be displayed on the website of the Company at www.stridesarco.com, on the website of Karvy Computershare Private Limited - https://evoting.karvy.com and on website of Stock Exchanges at www.nseindia.com and www.bseindia.com where the shares of the Company are listed.

This is for your infonnation and records. Thanks & Regards,

For Strides Shasun Limited

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Manjula Ramamurthy Company Secretary

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Strides Shasun

STRIDES SHASUN LIMITED

(fonnerly Strides Arcolab Limited) CIN : L24230MH 1990PLC057062

Regd. Office: 201 , 'Devavrata', Sector - 17, Vashi, Navi Mumbai -400 703.

Tel No.: +91 22 2789 2924, Fax No.: +91 22 2789 2942

Corp. Office: 'Strides House', Bilekahalli, Bannerghatta Road, Bengaluru 560 076.

Tel No.: +91 80 6784 0000/ 6784 0290, Fax No.: +91 80 6784 0700

Website: www.stridesarco.com; Email: investors@stridesshasun.com

NOTICE OF POSTAL BALLOT AND E-VOTING

Dear Member(s),

Notice pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management &

Administration) Rules, 2014

Notice is hereby given that, pursuant to Section 1 10 of the Companies Act, 2013 ("the Act") read with Companies (Management and Administration) Rules, 2014 (the "Rules"), including any statutory modification or re-enactment thereof for the time being in force, Strides Shasun Limited (the "Company" or "Strides") is seeking consent of its Members for the Special Business to be transacted through Postal Ballot, which includes voting by electronic means for the following item:

Item 1: Capping of Strides' investment in Stelis Biopharma Private Limited Background of the proposed transaction is as under:

  1. Stelis Biopharma Private Limited ("Stelis", formerly Inbiopro Solutions Private Limited) is a compan y incorporated in 2007 and was acquired by Strides in 2012. Stelis is a subsidiary of the Company focused on developing a portfolio of 'biosimilars', with a strategy to make them available at affordable prices globally.

  2. The total funding in Stelis, so far, has been USD 32.30 Million, of which the Company has invested USD 22.10 Million and GMS Holdings ("GMS"), a strategic partner, has invested USD 10.20 Million. Consequent to these investments, Company owns a stake of 74.90% and GMS owns 25.10% stake in Stelis.

  3. GMS' first tranche investment of USD 8.49 Million came at a 50% premium to the corresponding investment made by the Company. All subsequent investments by the Company and GMS are in proportion of their shareholding at similar valuation.

  4. With the stated intent of Strides to focus on front-end B2C businesses, the Company does not plan to have any further investments in any B2B businesses. On the other hand, Stelis is enteling into a high investment phase, with the investments committed in building the upcoming bio-pharmaceutical facility at Bengaluru and the initial products under development set to enter the clinical phase, which accounts for bulk of the development cost.

    Various options evaluated by the Board related to biotech business

  5. In line with the Com pany's earl ier annou ncements, the Board has evaluated various options to demerge the biotech business.

  6. The Board explored the option of a separate listing and believes that Stelis is not yet r

    separate listing, given that the current growth phase requires significant upfront inves resultant capital structure would have comparatively low liquidity. tJ

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  7. The Company also explored the option of de-merging Stelis into an unlisted company by issuing shares of Stelis to Strides' Members. However, this option was not pursued, as Foreign Portfolio Investors cannot hold shares in an unlisted entity under the extant Foreign Exchange regulations. Foreign Portfolio Investors own a reasonable stake in the Company and will not be able to participate with the given restrictions.

  8. Consequently, the Company proposes to cap its total equity infusion at USD 22.10 Million for a significant minority stake. The Promoters of Strides and GMS will fund the remainder of the capital commitment. The funding from the Promoters of Strides will come in at the same value per share as that of GMS.

  9. The envisaged advantages of the proposal for the Company and its Members are listed below:

  10. The significant minority investment in Stelis is expected to benefit the Company and all its Members, as and when it unlocks value at a later stage.

  11. The Company will not be required to make further investments m Stelis and the cash can be deployed for the core B2C business of Strides.

  12. Stelis will have the requisite funding for its manufacturing and R&D investments. It will be able to pursue a B2B business model, enabling Stelis to derive income from Contract Development and Manufacturing Operations (CDMO) services and Product Licensing and sustain the operations till the time it commercializes its developed products.

  13. It will ensure highly focused and specialized management teams for the business, as operating in the Bio-pharma domain requires separate skill sets.

  14. Proposal will allow the leadership team at Strides to focus on value creation and execution excellence for the core B2C business.

  15. f) The Return on Equity for the core B2C business is expected to be superior, which will benefit the Members of Strides.

    In view of the above, the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on February 3, 2017 has approved the proposal that Biotech business pursues an independent strategy, subject to obtaining such other approvals, consents, permissions and sanctions as may be necessary including the approval of Members for:

    1. Capping the Company's investment in Stelis at USD 22.10 Million (invested already) for a significant minority stake; and

    2. Allowing the Promoters of Strides to invest in Stelis at the same value per share as that of GMS to fund the remainder of the capital commitment.

      3. It may be noted that, the d ilution in Strides' hold ing over a period of time will be on account of it not making any further investments in Stelis and that there will be no d i lution to the value of Strides' investments till date, as the Promoters will be investing in Stelis at a valuation, which is at par with the investments of GMS.

      The current proposal does not require Members approval under the Companies Act, 2013 or SEBI LODR, as it does not trigger the requisite tlu·esholds prescribed therein. However, since Strides does not intend to contribute and commit any future funding in Stelis and at the same time the Promoters of Strides will be investing at a fair value in Stelis in future, the same would result in dilution in shareholding of Strides from the current 74.90% to a significa 1t minority holding.over a.period of time. Accordingly, keeping #, · good corporate governance practices, the Company 1s seekmg the approval of non-promoter MAf'l'1,f'w'_v

      Company for this proposal. f!:j

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    Strides Arcolab Limited published this content on 21 February 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 21 February 2017 13:29:16 UTC.

    Original documenthttp://www.stridesarco.com/pdf/pressrelease/2017/intimation_of_postal_ballot_and_e_voting.pdf

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