Indegene Limited has provided clarification regarding an inadvertent omission in disclosing the acquisition of a Spanish subsidiary. The company, in a filing to the stock exchanges, shed light on the details of the transaction and emphasized its commitment to maintaining high corporate governance standards.

Acquisition Details

Indegene Ireland Limited, a wholly-owned subsidiary of Indegene Limited, acquired Climacreative Spain S.L.U on November 19, 2024. The acquisition was completed for a consideration of €5,500 (equivalent to ₹485,136.30 at the time of transaction). This move was aimed at establishing a presence in Spain through a ready-made entity.

Key Points of the Disclosure

• Purpose: The acquisition was made to buy a ready-made entity to establish a presence in Spain.
• Nature of Acquired Entity: Climacreative Spain S.L.U was a shelf company with no prior business operations or turnover.
• Shareholding: Indegene acquired 100% shareholding of the Spanish entity.
• Transaction Classification: The company stated that the acquisition does not qualify as a material transaction and was not a related party transaction.

Regulatory Compliance

Indegene Limited acknowledged that it had inadvertently omitted filing the disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company clarified that this omission was unintentional and reaffirmed its commitment to maintaining the highest standards of corporate governance.

Additional Information

The acquired entity, Climacreative Spain S.L.U, was incorporated on July 29, 2024, in Spain. Following the acquisition, it was renamed to Indegene Spain S.L.U. The company had no employees, clients, or business operations at the time of acquisition, serving purely as a corporate structure for Indegene's expansion into the Spanish market.

Indegene Limited has requested the stock exchanges to take this disclosure on record in compliance with the relevant SEBI regulations. The company's proactive clarification demonstrates its commitment to transparency and regulatory compliance in its international expansion efforts.

Indegene Limited has recently addressed an oversight in its regulatory disclosures regarding the acquisition of a Spanish subsidiary. The company, known for its healthcare solutions, has provided additional details about the transaction in response to inquiries from stock exchanges.

Acquisition Details

Indegene Ireland Limited, a wholly-owned subsidiary of Indegene Limited, acquired Climacreative Spain S.L.U on November 19, 2024. The acquisition was made with the strategic intent of establishing a presence in Spain through a ready-made entity. Key points of the transaction include:

• Acquired Entity: Climacreative Spain S.L.U (renamed to Indegene Spain S.L.U)
• Acquisition Cost: €5,500 (equivalent to ₹485,136.30)
• Shareholding: 100% stake purchased
• Nature of Entity: Shelf company with no prior business operations or turnover

Clarification on Disclosure

Indegene Limited has emphasized that the omission in disclosing this acquisition was unintentional. The company stated:

"The Company remains committed to maintaining the highest standards of corporate governance and strives to ensure full compliance with all regulatory requirements."

Transaction Significance

The company has clarified several important aspects of this acquisition:

1. Non-material Transaction: The event does not qualify as a material transaction under regulatory definitions.
2. No Related Party Involvement: The acquisition was not a related party transaction, as the target company had no connection to Indegene's promoters or group companies.
3. Regulatory Compliance: The disclosure has been made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Strategic Rationale

The primary objective behind this acquisition was to obtain a ready-made entity to swiftly establish Indegene's presence in Spain. This move aligns with the company's expansion strategy in Europe, as indicated by their earlier press release titled 'Indegene Expands Footprint in Europe, Launches New Entity in Spain' on February 6, 2025.

Conclusion

While the initial omission in disclosure raised questions, Indegene Limited has taken steps to address the oversight promptly. The company's clarification provides transparency on the nature of the acquisition and reaffirms its commitment to maintaining high standards of corporate governance.

Investors and stakeholders can view this development as part of Indegene's broader strategy to strengthen its European presence, albeit through a minor acquisition that does not materially impact the company's financial position.