To, Date: 03.11.2019 The Executive Director, Listing Department BSE Limited Mumbai: 400001 Scrip code: 524414 Sub: Disclosure of Inter-se Transfer of Shares between Promoters/Promoters group in accordance

with Regulation 10 (5) of SEBI (SAST) Regulation, 2011 Ref.: Disclosure submitted to the BSE on Friday, dated 01.11.2019 at 05.34 P.M. via e-mail through

promoter (acquirer). Dear Sir,

Pursuant to the Regulation 30 read with Schedule III of SEBI (LODR) Regulation, 2015 read with Regulation 3 with SEBI (PIT) Regulation 2015, we would like to inform you that company has received an information from the promoter that he is in process of inter se transfer of shares. Date of Transaction

Name of the person (Promoter)Transferor

Name of the person (Promoter)Transferee

No of Shares proposed to be transferred

% of holding

08.11.2019 NAVNIT JETHABHAI PATEL

VIMAL DHIRENDRA SHAH

23,60,441 23.60%

This being an inter se transfer of shares amongst promoters, the same falls within the exemption {under regulation 10 (1) (a) provided under SEBI (SAST) Regulation, 2011}. This is in nature of transfer of shares through an off market transaction amongst promoters.

The aggregate holding of the promoter and promoter group before and after the above inter se transaction remains the same.

In this connection necessary disclosure under regulation 10 (5) for the above said acquisition in prescribed format, as submitted by the acquirer is enclosed herewith for your kind information and records. Please note that the above information has been received late to us due to some technical issue in our system. Hence, it is being delay in submission. Inconvenience caused to you is deeply regretted.

Yours truly, For Norris Medicines Limited

Vinay Rana Company Secretary & Compliance Officer

VIMAL SHAHAdd: 99 HARRINGTON ROAD, DOOR NO F1, 15TH AVENUE CHETPET,

CHENNAI -600031, Email: norrisexport@gmail.com

Date: 01/11/2019

To,BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Streets, Fort,Mumbai - 400 001

Reg.: Disclosures under Regulation 10(5) - Intimation to Stock Exchanges inrespect of acquisition under Regulation 10(I)(a) of SEBI SubstantialAcquisition of shares and Takeover) Regulations, 2011.

Dear Sir,

Please find enclosed disclosures under Regulation 10(5) with regard tointimation to Stock Exchange in respect of acquisition under Regulation10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011 of 23,60,441 Equity Shares of Norris Medicines Limitedthrough Inter-se transfer.

Kindly take the same on record.

Thanking You,

Yours ~aith~

.sc-:'"VIMALSHAH

PROMOTER AND ACQUIRER

DISCLOSURES UNDER REGULATION 10(5)INTIMATION TO STOCK EXCHANGES IN RESPECT OF ACQUISITION UNDER

REGULATION 10(1)(a) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES ANDTAKEOVERS) REGULATIONS, 2011

1. . Name of the Target Company NORRIS MEDICINES LIMITED,

(TC)2. Name of the Acquirer(s) VIMAL SHAH3. Whether the acquirer(s) is/are Yes

promoters of the TC prior to thetransaction. If not, nature ofrelationship or association withTC or its promoters

4. Details of the proposedacquisitiona Name of the person(s) from NAVNITJETHABHAIPATEL

whom shares are to beacquired

b Proposed date of 08 /11/2019acquisition

c Number of Shares to be 23 ,60,441acquired from each personmentioned in 4 (a) above

d Total Shares to be acquired 23.60%as % of Share capital of TC

e Price at Which Shares are Rs. 10/- Per Shareproposed to be acquired

f Rationale, if any, for the Inter-Se Transfer between Promotersproposed transfer

5. Relevant sub-clause of 10 (1)(a )(ii) Persons named as promoters inregulation 10(1)(a) under which t h e shareholding pattern filed by t h et h e acquirer is exempted from t a r g e t company in terms of t h e listingmaking open offer agreement or ' these regulations for not

le s s than three years prior to theproposed acquisition.

6. If, frequently traded, volume NAweighted average market pricefor a period of 60 trading dayspreceding the date of issuanceof this notice as traded on t h eStock exchange where themaximum volume of trading inthe shares of the TC arere c or ded during such perfod',

7. If in-frequently traded, the price Rs. 10/- Per Shareas determine d in terms of clause As per the Valuation Report Enclosed

(e ) of sub-regulation (2 ) ofregula t ion 8.

' .~

8. Declaration by the acquirer, that I, Vimal Shah, Promoter of t h e Targetthe acquisition price would not Company declare that the acquisition pricebe h igher by more than 25% of would not be higher by more than 25% ofthe price co m pu t e d in point 6 or the Price computed in point 6 or point 7 as ,point 7 as applicable . applicable. I

9 . Declaration by the acquirer, that-I

I, Vimal Shah, Promoter of t h e Targe t !the transferor and transferee Company declare that the transferor andhave complied / will comply transferee have complied/ will comply withwith applicable disclosure applicable disclosure requirements inrequirements in Chapter V of Chapter V of the Takeover Regulations,the Takeover Regulations, 2011 2011.(Corresponding provisions of therepealed Takeover Regulations1997).

10. Declaration by the acquirer that I , Vimal Shah, Promoter of the Targetall the conditions specified Company declare that all the conditionsunder regulation 10(I)(a) with specified under regulation 10(I)(a) withrespect to exemptions has been respect to exemptions has been dulyduly complied with. complied with

I I. Shareholding details Before the .proposed After the proposedtransaction transaction

No. Of % w.r.t. No. Of % w.r.t.shares / total Shares / totalVoting share .Voting sharerights Capital rights capital

ofTC ofTCa Acquirer(s)

VIMAL SHAH 34,350 0 .34% 23,94,791 23.95%PACs(Ot h e r than sellers)(*)Nimish B Thakore 4,500 0.04% 4,500 0.04%Milind L Upadhvava 1 ,5 0 0 0.01% 1,500 0.01%Navsarjan Investment & 10,0 0,0 0 0 10.00% 10,00,000 10.00%Tradine: Pvt. Ltd

b Seller(s)NAVNIT JETHABHAI PATEL 23,64,281~__ 23.64% 3 ,840 0.04%

Note:

•

•

(*) Shareholding of each entity may be shown separately and then

collectively in a group.The above disclosure shall be signed by the acquirer mentioning date &

place. In case, there is more than one acquirer, the report shall besigned either by all the persons or by a person duly authorized to do soon behalf of all the acqufrers,

~~VIMALSHAHPROMOTER AND ACQUIRER

To,

Mr. Vimal Dhirendra Shah

Address: 99, Harrington Road,

F1 Ground Floor, Chetpet,

Chennai 600031 TN

Subject: Evaluating the acquisition price per share of Norris Medicines Limited.

Dear Sir,

We understand that “Mr. Vimal Dhirendra Shah” resident of 99, Harrington Road, F1

Ground Floor, Chetpet, Chennai 600031 TN (hereinafter referred to as “Promoter

Director” or “Mr. Vimal”) is one of the promoter of Norris Medicines Limited

(hereinafter referred as “TargetCompany”) wants to deal in inter-se transfer of shares

of the Target Company amongst the qualifying persons so as to avail exemption as

provided under Regulation 10(1)(a) of Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from

time to time, (hereinafter referred as “SEBI (SAST), 2011”), subject to terms and

conditions as provided therein and for that purpose the Mr. Vimal has appointed

Corporate CapitalVentures Private Limited, a SEBI registered category I Merchant

Banker (hereinafter referred as “CCV” or “Merchant Banker”) for evaluating the

acquisition price per equity shares under the provisions of clause (e) of sub regulation

2 of regulation 8 of Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011 (hereinafter referred to as the

“Transaction”).

Purpose and Scope

Based on our discussions with Mr. Vimal, we understand that Mr. Vimal intends to

deal in inter-se transfer of shares of the Target Company amongst the qualifying

persons so as to avail exemption as provided under Regulation 10(1)(a) of SEBI (SAST),

2011. The certificate is intended to be used solely for above mentioned purpose.

The certificate has been prepared exclusively for specified purposes as mentioned

above and hence should not be used for any other purpose, without obtaining the

prior written consent from CCV. This opinion should not be considered, in whole or in

part, as investment advice by anyone.

Summary of Findings

Based on our Valuation analysis, it is found that the Equity Shares of Target Company

are listed on BSE Limited (“BSE”) only and are not frequently traded on BSE Limited

within the meaning of Regulation 2(1)(j) of the Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (SAST)

Regulations”). The Acquisition Price for the proposed inter se transfer of equity shares

between Mr. Vimal Dhirendra Shah and Mr. Navnit Jethabhai Patel (“Promoters of the

Target Company”) has been determined by CCV after taking into account the

parameters as set out under Regulation 8(2)(e) of SEBI (SAST) Regulations, 2011,

which are as under:

(i) The Net Asset Value Method (NAV):

This method determines the worth of a business by the assets it possesses. It

involves examining every asset held by the company, both tangible and

intangible. The value of intangibles is referred to as the company's goodwill, the

difference in value between the company's hard assets and its true value.

The value arrived at under this approach is based on the financial statements of

the business and may be defined as Shareholders’ Funds or Net Assets owned by

the business. The Net Asset Value (NAV) is generally used as the minimum

break-up value for the transaction since this methodology ignores the future

return the assets can produce and is calculated using historical accounting data

that does not reflect how much the business is worth to someone who may buy it

as a going concern. Pursuant to accounting convention, most assets are reported

on the books of the subject company at their acquisition value, net of

depreciation where applicable. These values must be adjusted to fair value

wherever possible. Further, the balance sheet values are to be adjusted for any

contingent liabilities that are likely to materialize.

As per NAV method, we have derived Value of each equity share of Target

Company as on March 31, 2019 is Rs. 0.45/-. (Detailed working is attached

as annexure 1)

(ii) The yield method (Price Earning Capacity value/PECV): Since, the Target

Company has incurred losses in preceding three financial years; therefore we

have not considered the Income Approach method for determining fair value.

(iii) The Market Value Method:

The value of a business is determined by comparing the company’s accounting

ratios with another company’s of the same nature and size. This approach is

used, where the value of a stock is estimated based upon its current price relative

to variables considered to be significant to valuation, such as earnings, cash flow,

book value, or sales of various business of the same nature. Business appraisal

includes comparative transaction method and publicly traded company method.

Through this, it derives a relationship between performance, revenues and selling

price.

On the basis of Company Comparable Multiple Method the value of each equity

shares of the Target Company as on March 31, 2019 is Rs. 13.92/-. (Detailed

working is attached as annexure 2)

FAIR VALUE:

Considering the Supreme Court’s Decision in the case of Hindustan Lever Employees

Union Vs. Hindustan Lever Limited (1995) reported at (83 Company Cases 30) wherein

the Apex Court has opined that under certain circumstances the fair value of a

Company could be assessed based on weights, we have assigned the following weights

for the purpose of computing the Fair Value:-

Particulars Price per

shares

Weight Fair Value per

Equity Share (In INR)

NAV Method 0.45 0.30

9.88 Comparable Company Multiple Method

13.92 0.70

PECV Method Not Applicable

Not Applicable

We are of the opinion that based on the information as referred to hereinabove, the fair

value of each equity shares of Norris Medicines Limited in terms of the Hon'ble

Supreme Court's decision in the Hindustan Lever Employees' Union vs. Hindustan

Lever Limited (1995) reported at (83 Companies Cases 30), is Rs. 9.88.

Conclusion:

Based on our above analysis, we are of the opinion that the fair value of each equity

share of Target Company for the proposed inter-se transfer of equity shares between

qualifying promoters is Rs. 9.88/- (Rupees Nine and Eighty Eight Paisa Only).

Note: As per proviso of clause (a) of sub regulation 1 of regulation 10 of SEBI SAST

2011, the acquisition price shall not be higher by more than twenty-five percent of the

price determined in terms of clause (e) of sub-regulation (2) of regulation 8. Therefore

Acquisition price can-not be more than Rs. 12.35 per equity share.

For Corporate CapitalVentures Private Limited

Kulbhushan Parashar

Director

Date: August 09, 2019

Place: Delhi

Encl: Annexures

Annexure 1

I. Net Assets Value Method: Amount in INR in Crore

Particulars Value as on 31/03/2019

Non – Current Assets

Property, Plant & Equipment 8.90

Financial Assets:

Investments 0.01

Loans 0.00

Others 0.40

Non- Current Tax Assets (Net) 2.82

Other Non- Current Assets 0.85

Total of Non- Current Assets 12.98

Current Assets

Inventories 3.76

Financial Assets:

Trade Receivables 3.01

Cash & Cash Equivalents 0.08

Notional Calls on partly paid up shares#Note 0.07

Other 0.55

Total of Current Assets 7.48

Total Assets 20.46 20.46

Non-Current Liabilities

Financial Liabilities Borrowings 11.24

Deferred Tax Liability -

Long Term Provisions -

Other Long Term Liability -

Total of Non- Current Liabilities 11.24

Current Liabilities

Financial Liabilities:

Borrowings 2.98

Trade Payables 3.90

Other Financial Liabilities 0.57

Other Current Liabilities -

Short Term Provisions 1.32

Total of Current Liabilities 8.77

Total Liabilities 20.01

Assets Attributable 0.45

Less: Contingent Liabilities -

Net Assets 0.45

No. of Equity Shares 1.00

NAV per share 0.45

Note: Net Assets Value per share has been determined after notionally called up of unpaid calls. Source: Audited financial Results for FY 2018-19 and 2017-18 which has been extracted from

BSE website

Annexure 2 II. Comparable Company Multiple Method:

Amount in Crore,as on March 31st, 2019

Comparable Company Name Equity Share

Capital

Face Value

(IN Rs.)

Revenue from

Operation

Market Capitalisation

Price to Sales Ratio

Makers Laboratories Limited 4.92 10.00 46.63 19.66 0.42

BDH Industries Limited 5.76 10.00 51.69 35.68 0.69

Zenith Health Care Limited 5.37 10.00 9.83 8.71 0.89

Vista Pharmaceuticals Limited

6.00 2.00 31.07 38.92 1.25

Kerala Ayurveda Limited 10.56 10.00 43.34 58.19 1.34

Fredun Pharmaceuticals Limited