As Defined Be

DRAFT LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Draft Letter of Offer (as defined below) is sent to you as a shareholder of Zenotech Laboratories Limited in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or the Manager to the Offer (as defined below) or the Registrar to the Offer (as defined below). In case you have recently sold your shares in Zenotech Laboratories Limited please hand over this Draft Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement (as defined below) and transfer deed to the member of the stock exchange through whom sale was effected. OPEN OFFER BY Sun Pharmaceutical Industries Limited, CIN: L24230GJ1993PLC019050 and having its registered office at SPARC Tandalja, Vadodara-390202, Gujarat, India (hereinafter referred to as “Acquirer”) Tel No: +91 265 6615500 Fax No: +91 265 2354897 Website: www.sunpharma.com TO THE ELIGIBLE SHAREHOLDERS OF Zenotech Laboratories Limited CIN: L27100AP1989PLC010122 and having registered office at: Survey No. 250-252, Turkapally Village, Shameerpet Mandal, Hyderabad- 500078, Telangana (hereinafter referred to as “Target Company”) Tel No: +91 90 32044 584/585/586 TO ACQUIRE Up to 9,693,332 (Nine Million Six Hundred Ninety Three Thousand and Three Hundred Thirty Two) fully paid equity Shares (as defined below) representing 28.16% of the fully diluted share capital of the Target Company, at an offer price of INR 20.87 (Indian Rupees Twenty and Eighty Seven Paise Only) per equity share payable in cash (“Offer Price”) in terms of Regulations 3(1), 4, and 5(1) of the SEBI (SAST) Regulations (as defined below). Notes: 1. The Offer is being made by the Acquirer pursuant to the PA (as defined below) and the DPS (as defined below) made in terms of Regulations 3(1), 4, and 5(1) and other applicable provisions of the SEBI (SAST) Regulations. 2. The Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations. 3. The Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. 4. NRIs (as defined below) and OCBs (as defined below) tendering Shares in the Offer must obtain all requisite approvals, if any, required to tender the Shares held by them, in this Offer and submit such approvals along with the documents required to accept this Offer. If holders of the Shares who are not persons resident in India (including the NRIs, the OCBs and the foreign institutional investors) had required any approvals (including from the FIPB or any other regulatory body) in respect of the Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Shares, along with the other documents required to be tendered to accept this Offer. If the approvals mentioned above, as may be applicable, are not submitted, the Acquirer reserves the right to reject such Shares tendered in this Offer. 5. Upward revision, if any, in the Offer Price and/or Offer Size in accordance with the SEBI (SAST) Regulations shall be informed by way of a public announcement in the same newspapers where the DPS appeared. Such revision in the Offer Price, if any, would be applicable to all the Shares validly tendered anytime during the Tendering Period. 6. No competing offer has been made as of the date of this Draft Letter of Offer. 7. A copy of the PA, the DPS and this Draft Letter of Offer (including the Form of Acceptance cum Acknowledgment) are also available on the website of the SEBI (as defined below): www.sebi.gov.in. MANAGER TO THE OFFER REGISTRAR TO THE OFFER Citigroup Global Markets India Private Limited Link Intime India Private Limited 1202, 12th Floor, First C-13, Pannalal Silk Mills Compound, International Financial LBS Marg, Center, G-Block, Bandra Kurla Complex Bhandup West, Mumbai - 400 078 Bandra (East), Mumbai 400 051 Tel: (022) 6171 5400; Tel: (91 22) 6175 9999 Fax: (022) 2596 0329; Fax: (91 22) 6175 9961 Email: [email protected] E-mail: [email protected] Investor grievance e-mail: [email protected] Contact Person: Siddhartha Singh Website: linkintime.co.in SEBI Registration No.: INM000010718 Contact Person: Mr. Ganesh Mhatre SEBI Registration No.: INR000004058 1 INDICATIVE SCHEDULE OF MAJOR ACTIVITIES RELATING TO THE OFFER IS AS FOLLOWS: Nature of Activity Day & Date Issuance of the PA Friday, April 11, 2014 Publication of the DPS in the newspapers Monday, March 30, 2015 Filing of the Draft Letter of Offer with SEBI Wednesday, April 08, 2015 Last date for the public announcement of a competing offer being Thursday, April 23, 2015 made* Last date for receipt of comments from SEBI on the Draft Letter of Thursday, April 30, 2015 Offer (in the event SEBI has not sought clarification or additional information from the Manager to the Offer) Identified Date# Wednesday , May 06, 2015 Last date by which the Letter of Offer is required to be dispatched Wednesday, May 13, 2015 to the Eligible Shareholders (as defined below) Last date for upward revision of the Offer Price/Offer Size Thursday, May 14, 2015 Last day by which the independent committee of the board of Friday, May 15, 2015 directors of the Target Company shall give its recommendation## Date of publication of the Offer opening public announcement Tuesday, May 19, 2015 Date of commencement of the Tendering Period Wednesday, May 20, 2015 (Offer Opening Date) Date of expiry of the Tendering Period (Offer Closing Date) Tuesday, June 02,2015 Date by which all requirements including payment of consideration Tuesday, June 16, 2015 would be completed Last date for publication of Post-offer public announcement in the Tuesday, June 23, 2015 newspapers in which the DPS has been published *As on date there has been no competing offer. # Identified Date is only for the purpose of determining the Eligible Shareholders as on such date to whom this Draft Letter of Offer shall be mailed. It is clarified that all the Eligible Shareholders (registered or unregistered) who own the Shares are eligible to participate in the Offer at any time before expiry of the Tendering Period. Note: Duly signed Form of Acceptance cum Acknowledgment/transfer deed(s) together with share certificate(s) (in case of physical shares) or copies of delivery instruction slips (in case of dematerialized shares) should be dispatched by registered post/courier or hand delivered to the Registrar to the Offer or its collection centers so as to reach on or before Closure of the Tendering Period (i.e., before June 02, 2015). ## Date of publication of the recommendation. 2 RISK FACTORS The risk factors set forth below pertain only to the Offer and are not intended to be a complete analysis of all risks in relation to the Offer or in association with the Acquirer or the Target Company, but are only indicative. The risk factors set forth below do not relate to the present or future business or operations of the Target Company and any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by an Eligible Shareholder (as defined below) in the Offer. The Eligible Shareholders are advised to consult their stock brokers, tax or investment consultants, if any, for analyzing all the risks with respect to their participation in the Offer. A. RISKS RELATING TO THE OFFER 1. The Offer involves an offer to acquire up to 28.16% of the Voting Share Capital (as defined below). In the case of oversubscription in the Offer, as per the SEBI (SAST) Regulations, 2011 acceptance would be determined on a proportionate basis and hence there is no certainty that all the Shares tendered by the shareholders in the Offer will be accepted. 2. In the event that (a) there is any litigation leading to a “stay” of the Offer, or (b) SEBI instructing the Acquirer not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Draft Letter of Offer. Consequently, the payment of consideration to the shareholders of the Target Company whose Shares have been accepted in the Offer as well as the return of Shares not accepted by the Acquirer may be delayed. 3. Shareholders should note that shareholders who have tendered Shares in acceptance of the Offer shall not be entitled to withdraw such acceptance during the Tendering Period (as defined below) even if the acceptance of Shares under the Offer and dispatch of consideration gets delayed. The tendered Shares and documents would be held by the Registrar to the Offer, till such time as the process of acceptance of tenders and the payment of consideration is completed. 4. The Shares tendered in the Offer will be held in trust by the Registrar to the Offer until the completion of the Offer formalities. During such period, there may be fluctuations in the market price of the equity shares of the Target Company. Accordingly, the Acquirer make no assurance with respect to the market price of the Shares both during the Tendering Period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by any shareholder of the Target Company on whether to participate or not to participate in the Offer. 5. The Eligible Shareholders are advised to consult their respective tax advisors for assessing the tax liability pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers, and the appropriate course of action that they should take.

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