Gland Pharma Limited — AGM Information 2021

Aug 27, 2021

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August 27, 2021

BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers 25[th] floor, Dalal Street Mumbai - 400 001 Scrip Code: 543245

National Stock Exchange of India Limited Listing Department Exchange Plaza, 5th floor Plot no. C-1, Block G, Bandra Kurla Complex Bandra (East), Mumbai - 400 051 Symbol : GLAND (ISIN : INE068V01023)

Dear Sir/Madam,

Sub: Proceedings of the 43[rd] Annual General Meeting of the Company

We hereby notify that the 43[rd] Annual General Meeting (AGM) of the Company was held on Thursday, 26[th] August 2021 at 11:00 am through video conferencing / Other audio-visual means (OAVM).

In compliance with the provisions of regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, we are enclosing the following:

1. Speech by Mr. Stanley Y Lau – Chairman

2. Speech and Presentation by Mr. Srinivas Sadu – MD & CEO

3. Proceedings of the AGM.

This is for your information and records.

Yours truly,

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Company Secretary and Compliance Officer

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Forty Third Annual General Meeting Thursday, 26th August 2021 Address by Mr. Stanley Y Lau – Chairman

Ladies and gentlemen, I would once again like to welcome you to the 43[rd] Annual General Meeting of your Company.

Let me take you through the changes in the Board since the last AGM:

• 1) Mr. Moheb Ali ceased to be a Director with effect from 8th October, 2020 due to his unfortunate and untimely demise.

• 2) Mr. Peng Yiran resigned as Director with effect from 10th October, 2020 consequent to his decision to pursue better opportunities outside Fosun Pharma. He confirmed that there were no other material reasons for his resignation.

• 3) Mr. Essaji Goolam Vahanvati has been appointed as an Additional Director and designated as Independent Director by the Board of Directors on 30th September, 2020.

• 4) Ms. Naina Lal Kidwai has been appointed as an Additional Director and designated as Independent Director by the Board of Directors on 17th May, 2021.

• 5) Dr. Allen Zhang has been appointed as an Additional Director by the Board of Directors on 17th May, 2021.

On behalf of us all, I would like to place on record our deep appreciation for the contribution made by Mr. Moheb Ali and Mr. Peng Yiran to your Company.

I am proud that as a company, Gland Pharma, continues to move forward stronger than before on its philosophy of providing access to affordable medicines with utmost quality standards despite the challenges faced by the pandemic. The Annual Report which is already circulated to you, explains how as a Company we adapted to the changing market demand to meet the patient needs globally. These were tough times for the society, many families were impacted, but all our employees showed immense resolve to work strenuous hours to meet the demand of medicines. Your Company successfully delivered on different business KPI along with a strong financial growth. Your Company also took up social causes to make a difference to the society at large by donating critical medical equipment like ventilator and PPE kits, providing meals to children at schools, distributing grocery kits in our neighborhood among others.

The last year was unprecedented in many ways, most of the economies around the globe contracted, with the global economy contracting by 3.4% in 2020. Government measures to prevent spread of Covid-19 infections included lockdowns which contracted the GDP by over 23.9% in first quarter of FY21. Among the developed economies, Europe and UK have taken the major hit with large part of the economies having to be closed again in the end of 2020 due to rising cases. Although in USA, which is also our key market, economic activities got a boost due to strong fiscal measures taken to tackle the meltdown. The Indian government and RBI has offered substantial support in the form of fiscal and monetary support which has – helped the rapid recovery of the Indian economy including the world’s largest food subsidy programme targeting 80.96 crore beneficiaries. The vaccination drive across the nation has further driven the V-shaped economic recovery we have seen over the last two quarters.

The global Pharma market has grown at a CAGR of approximately 3.2% over the last five years to reach USD 1,132 billion in 2021. At present the developed markets of North America and Europe dominate the

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pharmaceutical market with over 70% of the market share. With growth picking up at a faster pace in markets like China and India the market share of these countries is expected to steadily increase.

We are a pure-play injectables company. Currently, injectables are the second largest form of drug delivery systems and account for over 41% of the global market share. North America the biggest market has been capturing more market share as the usage increases in the region. While, Japan, Russia, Korea, Australia and Saudi Arabia are some of the other key markets contributing to more than two-third of overall RoW injectables market. While within the injectable market, generics-injectable valued at ~$133 billion captures only 30% of the overall injectable market share in terms of value, in term of volume the same is ~83%. Generic Injectable penetration has mostly increased across the geographies during the last few years both in terms of volume and value.

Indian manufactures account for nearly one-third of the market by volume in USA, with their share growing, driven by quality manufacturing capacity and competitive pricing. India’s cost of production due to lower competitive land rates, skilled labour and low utility costs is 30-40% lower than that of the United States. India has the highest number of USFDA-approved manufacturing facilities outside the United States.

Quality requirements for injectables drugs are comparatively more stringent due to its inherent nature of application. In the last few years, regulatory scrutiny has increased with multiple USFDA audits and other regulatory audits being conducted at regular intervals. It has hence been our focus to drive strict quality compliance and invest in technology to be ahead of the curve.

Your Company adheres to all environmental laws, regulations and industry standards. Our responsibility towards people and the natural environment always lay more emphasis than our business endeavours. We remain committed to make positive impact to the lives of all our stakeholders.

Your Company has continued to grow in sales and operational profitability, weathering the COVID-19 pandemic. Your Company is taking necessary steps to remain agile and competitive to minimize any negative impact on the business in these unprecedented times. The management team has rich experience in steering businesses responsibly, and they have done a great job thus far. I am confident they will continue to deliver strong results going forward as well. At the same time the team is making every effort to understand and be prepared for any risks that the current situation may present to the business. Your Board will continue to review the progress and provide strategic support and guidance to the team.

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Forty Third Annual General Meeting Thursday, 26th August 2021 Address by Mr. Srinivas Sadu – MD&CEO

Good morning to all the attendees. I would once again like to welcome you to the 43[rd] Annual General Meeting of your Company. This is our first AGM after being listed on stock exchanges and we are having it virtually on account of the safety protocols. Nevertheless, I am very glad to meet all of you today.

I would like to share my thoughts on the performance of the business in the year gone by and our broad vision for the future.

We always believed, for any business to be successful in the long run, it has to be resilient to many external and internal factors. There was no better way to show case than the way your Company has battled the COVID-19 pandemic. The Pandemic was disruptive in many ways and your Company stood prepared to deliver growth while assessing and mitigating business risks during the last 18 months. Our ability to maintain uninterrupted operations was the key business performance indicator in these challenging times while ensuring employee safety which was very critical.

Disruption was multi-fold: Seeking deliveries with minimal turnaround times, complete change of product mix; in addition to people management and supply chain issues. As a team we ensured efficient production planning, optimal resource allocation through regulatory efforts, accelerated replenishment and logistic preparedness resulting not only in timely deliveries but great customer satisfaction. In all this, sticking to our philosophy, all efforts were focused towards saving patients’ lives.

We tried to ensure our production was planned in a way such that we are able to address such critical drug requirements across markets. Your Company ramped up production of critical drugs like Remdesivir, Enoxaparin, Heparin and many more Hospital based products which cater to the patient needs.

While managing to supply critical care products without disruption, Your Company was also involved in many social welfare initiatives. It made contributions to address the medical infrastructure shortage in the hospitals as well as distributed essential groceries and meals to support the people in need. Your Company also launched free breakfast programme to ~ 9,100 children of 66 government run schools.

Coming to our FY21 performance, your Company delivered a strong business growth across markets. Our FY21 revenue stood at INR 34,629 Mn, a growth of 32% over the last year. We recorded a PAT of INR 9,970 Mn, a growth of 29% over the last year. The resilience of our business model coupled with a focused execution of business plans helped us deliver this performance. In spite of challenges on the availability of manpower, employees rose to the situation and went that extra mile to show their commitment to the Company’s cause. I would like to thank all our employees for putting in strenuous hours during these tough times.

We continue to grow in all our markets globally. Our core markets which include North America, Europe and Australia, have remained strong. Our Rest of the world business grew rapidly at 136% y-o-y, accounting for 16% of our revenue in FY21. Our strategy of geographic expansion into emerging markets through our new partners also showed promising results, as we also received faster approvals for our product registrations. This helps us to de-risk our business in terms of geographic concentration of revenue. Our Indian business showed a growth of 19% over the last year, we launched new products and ensured continuous supply of essential products during the pandemic.

The growth was aided by new launches and volume growth from existing portfolio. There has been further addition to our manufacturing capacities which helped us with volume growth in our existing portfolio. We have launched 28 molecules during the year and the key launches for the year were Micafungin, Ziprasidone, Bivalirudin RTU and Olopatadine.

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We are committed to build a sustainable business and we believe strength in R&D is key to business sustainability. In FY 2020-21, total R&D expenditure was Rs. 1,220 million, which is nearly 3.5% of our revenue from operations. All our R&D investments are scrutinized in depth and meet our internal ROCE targets. We are working towards building some niche capabilities that shall drive long-term growth. We have built a pipeline of products that shall drive growth in years to come, as of March 31, 2021, we along with our partners have 284 ANDA filings, which include 234 ANDA approvals and 50 ANDAs filed and awaiting approval.

While your Company has made a name for itself as a Major CDMO player in Small molecule Generic Injectable space, it has to establish itself in the biosimilar space.

I would like to spend a little time on the biologics CDMO market, as I see your Company making big strides to establish this capability in the near term. The biologics market is currently about USD 300 Bn in size, within which the biologics CDMO market is estimated at nearly USD 13 Bn, growing at a CAGR of 15% over last 5 years. The manufacturing of biopharmaceutical is complex and difficult to be transferred, requires higher investments. There are 80+ biological drugs which are going to lose exclusivity in the US and EU over 2021 to 2025. Europe and the US still account for the majority of CDMOs market due to their vast experience and excellent R&D capabilities. The developing markets have seen companies build these capabilities, which is becoming a new engine for the growth of global biopharmaceutical CDMO industry. But the market is still at a nascent stage and very fragmented, leaving the field still wide open for new entrants to make a mark in the industry. The support we receive from our parent, Fosun Pharma, by virtue of them already having immense experience in biologics, will help us to accelerate ramp-up. I believe this business diversification by entry in to a new class of molecules, is well aligned with our existing business and helps us leverage our strengths to open up avenues of growth.

To foray into this CDMO space, we made the first step by entering into an agreement to manufacture Sputnik V COVID vaccine. When evaluating the proposition, we were presented with two key challenges: Firstly, significant investments to be made in building a drug substance plant with no prior experience of vaccine manufacturing; Secondly, we needed a dedicated fill-finish line for finished formulation manufacturing, which meant significant modifications at our fill-finish plant in a short period of time. After detailed deliberations we decided to go ahead with this project, as we looked at it as a way to accelerate our entry in to bio-similar CDMO space since both are allied areas. This will also help us support the global fight against COVID-19 adding to the global supply of vaccines. As you are aware, we have quickly acquired a Biological Drug substance plant and started working with the Russian partners for the technology transfer. It is progressing well and we look forward to initiating supply of vaccines by end of this year.

Our growth strategy includes both organic and inorganic plans. We are establishing capabilities in niche technologies like LAIs, Suspensions, Hormones, Peptides, both on development and manufacturing. Our inorganic growth plans are focused on acquiring new technologies, strengthening vertical integration and also growing by way of geographic expansion, which are part of our long-term growth strategy. We lay focus on acquiring assets that align with our long-term strategy, have similar emphasis on quality and meet our ROCE requirements.

We continue to leverage the strengths of our parent company, Fosun Pharma to mobilise our resources and act quickly in the most unusual circumstances. Fostering our ties with Fosun Pharma, we are taking strides to penetrate in an otherwise difficult market of China, where we have already made six product filings and are also developing China-specific products.

I strongly believe it is our culture and values, anchored in our long-term strategic objectives, which will help us march ahead successfully. For the coming year I have outlined four broad focus areas for our teams to align strategic initiatives internally:

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• 1) Re-grouping and Consolidation by transferring and sharing of resources, expertise and assets across all manufacturing locations. This will enable us to operate a lean, flexible and effective organisation.

• 2) Diversification of Product Portfolio, which implies investments to be made in to technologies and R&D that drive portfolio expansion

• 3) Streamlining of our Human Capital, avoid redundancies, support employees with all tools and skill trainings to be able to adapt and perform in this changing market environment

• 4) Effective and Efficient Manufacturing, to ensure we don’t lose out on our key strength of high quality manufacturing at affordable price, as we continue to scale our manufacturing and build new capabilities. Always be agile to look for ways to achieve operational excellence in not just the new products but more on the life cycle management of the existing products.

This sums up what I wanted to share today. I would like to thank all our shareholders for your support towards your Company. I would also like to thank the board of directors for their continuous support in formalizing key business KPIs and building a sustainable business.

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43[rd] Annual General Meeting

Gland Pharma Limited Srinivas Sadu, Managing Director and CEO

26[th] August 2021

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Mitigating Business Risk of COVID-19 Pandemic

Efficient production planning

Plan production schedules in an optimum manner to maximize capacity and material utilization

Optimal resource allocation through regulatory efforts

Employee Safety

Put in adequate safeguards to ensure health and safety of employees and their family by taking precautionary measures; social distancing, workplace fumigation and sanitization across all plants

Discussions with FDA for quick approvals related to alternate API approvals, site transfer etc.

Accelerated Replenishment

Leveraging our customer relationships to request accelerated deliveries on critical production supplies

Logistics Preparedness

Efficient logistical preparedness along with optimizing the dispatch schedules to best utilize container space in a costeffective manner

Key Business Performance Indicator

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ANDAs filed ANDAs approved

5 193

DMFs filed Million units produced

3,456

Batches produced

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21

32

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Our CSR initiatives act as an impetus for creating value for communities and the society at large

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Supporting Medical Infrastructure Shortage
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Helping the Society
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150

Ventilators donated to various government / charitable hospitals

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180

Eye Care Vision Centres supported with medical equipment

2000

Socio-economically weak children will be empowered with MoU with a healthcare

provider

~9,100

Students impacted by breakfast programme

INR 20 Million

22,400

Grocery packets Spent on promoting distributed to the education in FY21 underprivileged

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FY21 Business Performance

INR Mn INR Mn 34,629 9,970 Revenue from Profit after Tax DEBT-FREE Operations Zero Long-term Bank 32% 29% Borrowing YoY Growth YoY Growth

INR Mn INR Mn 64,961 59,032 Total Assets Net Worth 59% 62% YoY Growth YoY Growth

Presence in 60+ countries

Core Markets

Rest of the World Markets

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INR Mn INR Mn
23,610 5,455
22% YoY Growth 136% YoY Growth
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Domestic Market

INR Mn 5,564 19% YoY Growth

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Levers for Sustainable Growth Going Forward

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Strong growth aided by aided by new launches and volume growth from existing portfolio

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• Launched 28 molecules during the year including key launches such as Micafungin, Ziprasidone, Bivalirudin RTU and Olopatadine

• 89% of revenue contribution from existing product as a percentage of revenue

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•
•
•
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Expanding Manufacturing Footprint

• Commissioning additional capacity to support future portfolio of:

• Complex injectables

• New Delivery formats including pens and cartridges

Building niche capabilities through continued R&D investments

• R&D expenditure was Rs. 1,220 million, which is ~ 3.5% of our revenue from operations

• R&D investments in line with our internal ROCE targets

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Strong Regulatory Track Record

• As of March 31, 2021, we along with our partners have 284 ANDA filings, which include 234 ANDA approvals and 50 ANDAs filed and awaiting approval.

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Biologics CDMO Market

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Manufacturing of biopharmaceutical is very complex and difficult for products to be
80+ biological drugs losing exclusivity in
transferred
US and EU5 over 2021-25
Biologics Market Size CDMO Market size
(USD Bn) (USD Bn) 12-13
337
21
+13%
19
+15%
16
14
13 13
5
184
15
8
4-5 8
11
8
6
4 5
2021 2022 2023 2024 2025
FY15 FY20 US EU5
FY15 FY20
CDMO business model is rapidly
High no. of LoEs in biologics
entering the developing markets, which
is becoming a new engine for growth
Includes biosimilars, vaccines and other large molecules
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Focus on achieving a diverse product mix offering products at various stages of their lifecycle

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 Commercialization of fill-finish vaccine manufacturing capacity and capability building on vaccine drug substance manufacturing. We also look to continuing investments towards creating robust infrastructure for the vaccine and bio-similar space

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• Expanding development and manufacturing capabilities in new delivery systems such as pens and cartridges

• Expanding development and manufacturing capabilities in complex injectables such as peptides, long-acting injectables, suspensions and hormonal products

• Geographic expansion in to emerging markets to diversify revenue base while maintaining healthy profitability

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Four broad focus areas to align strategic initiatives internally

Re-grouping and Consolidation

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Transferring and sharing of resources, expertise and assets within our various manufacturing locations and also within Fosun group of companies

Diversification of Product Portfolio

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Invest to build our capabilities as we strive to extend our scope of product offerings in complex technologies

2021 Priorities

Streamlining of our Human Capital

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To encourage employees to learn new skills, take up more responsibilities and be unfazed in the face of challenges

Effective and Efficient Manufacturing

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Continue to support efforts and encourage technologies to make operations more efficient and effective We will continue to support corporate social causes in the communities in which we operate

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Thank You!

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Summary of the proceedings of the 43[rd] Annual General Meeting

Summary of the proceedings of the 43[rd] Annual General Meeting (AGM) of the members of Gland Pharma Limited ('the Company') held on Thursday, 26 August, 2021 at 11.00 AM (1ST) through video conferencing (VC) facility/other audio-visual means (OAVM).

Directors Present through VC:

1. Mr. Stanley Y Lau Chairman (participation from Shanghai) 2. Mr. Chen Qiyu Director (participation from Shanghai) 3. Mr. Srinivas Sadu CEO & Managing Director (participation from Hyderabad)

2. Mr. Wu Yifang Director (participation from Shanghai) 5. Ms. Naina Lal Kidwai Independent Director (participation from Delhi) 6. Mr. Dongming Li Director (participation from Shanghai) 7. Ms. Guan Xiaohui Director (participation from Shanghai) 8. Dr. Jia Ai Zhang Director (participation from Shanghai) 9. Mr. Udo J Vetter Director (participation from Germany) 10. Mr. C.S.N. Murthy Independent Director (participation from Hyderabad) 11. Mr. Essaji Vahanvati Independent Director (participation from Mumbai)

In attendance through VC, participated from Hyderabad, India:

1. Mr. Ravi Shekhar Mitra Chief Financial Officer 2. Mr. Sampath Kumar Pallerlamudi Company Secretary

Other representatives through VC:

1. Mr. Akshay Jhawar, Representative of M/s. S.R. Batliboi & Associates LLP, Statutory Auditors, participated from Hyderabad, India

2. Mr. G.V.S. Ravi Kumar, Secretarial Auditor, M/s RVR & Associates, Practising Company Secretaries, participated from Hyderabad, India

3. Ms. D. Soumya, Scrutinizer, M/s. RVR & Associates, Practising Company Secretaries, participated from Hyderabad, India

Members Present:

58 members attended the meeting through VC/OAVM.

Mr. Stanley Y Lau, Chairman occupied the Chair and welcomed the members and corporate representatives to the Meeting. The quorum being present, the meeting was called to order. The Chairman then introduced the Directors to the shareholders.

Thereafter, Mr. P. Sampath Kumar, Company Secretary informed the members that the meeting is being conducted through video conference and webcast as per the provisions of the Companies Act 2013 and various circulars issued by the MCA and SEBI.

He further stated that the Directors’ Report, Auditors’ Report, Financial Statements for the FY 2020-21 and other reports along with Notice of the meeting have already been circulated to the members at their registered e-mail ID. He further informed that since there are no qualifications, observations, comments or remarks in the statutory auditor’s report and the secretarial auditor’s report for the year-ended 31st March, 2021 the reports of the Auditors were taken as read.

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He also informed that the statutory documents, registers and reports as required to be maintained under the Companies Act, 2013 and all other documents referred to in the Notice which are required to be placed at the AGM for inspection by the Members are open for inspection electronically.

The members were informed that the Company had provided the facility to cast their vote electronically, on all resolutions set forth in the notice of the 43[rd] AGM through remote e-voting provided by NSDL. The remote e-voting facility was open from 10.00 AM (1ST) on Monday, August 23, 2021 and was closed at 5.00 PM on Wednesday, August 25, 2021.

The Company Secretary further informed the members that those Members who have attended the AGM and had not cast their votes through remote e-voting prior to the meeting were provided an opportunity to cast their votes during the AGM through the e-voting facility provided by NSDL.

Thereafter the Company Secretary invited the Chairman to address the shareholders and deliver his speech.

The Chairman, Mr. Stanley Y Lau apprised the shareholders on the changes in the constitution of the Board of Directors since the last AGM, the commitment shown by the management and employees of the Company during the pandemic to meet the demand of the medicines, CSR initiatives of the Company, overall global economy and Indian economy during the previous financial year, the injectables market, etc.

Thereafter, Mr. Srinivas Sadu, MD & CEO was invited to present to the shareholders a brief overview of the business and outlook.

Mr. Srinivas Sadu, then made a brief presentation covering how the business risk of COVID-19 pandemic was mitigated, CSR initiatives, business performance of the Company during the FY 2020-21, levers for sustainable growth going forward, Biologics CDMO Market, diverse product mix and focus areas to align strategic initiatives.

With the permission of the Chairman, the Company Secretary explained to the shareholders the resolutions put forth for approval. He stated that since the meeting was held through VC and the resolutions provided in the notice were being put to vote through e-voting, there will be no proposing and seconding of the resolutions.

The resolutions put up for shareholder’s approval were as under:

Ordinary Business:

1. To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended 31[st] March, 2021 including the Audited Balance sheet as at 31[st] March, 2021; the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date along with the Schedules and Notes thereto, together with the Reports of the Board of Directors and Auditors thereon.

2. To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended 31[st] March, 2021 and the report of the Auditors thereon.

3. To reappoint Mr. Srinivas Sadu as a Director, liable to retire by rotation and being eligible, offers himself for reappointment.

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1. To reappoint Mr. Li Dongming as a Director, liable to retire by rotation and being eligible, offers himself for reappointment.

Special Business:

1. To appoint Ms. Naina Lal Kidwai as a Director and an independent director of the Company.

2. To appoint Dr. Jia Ai Zhang (Dr. Allen Zhang) as a director of the Company liable to retire by rotation.

3. To appoint Mr. Udo Johannes Vetter as an independent director of the Company.

4. To consider commission on profits as remuneration to Ms. Naina Lal Kidwai, Independent Director.

5. To consider commission on profits as remuneration to Mr. Essaji Goolam Vahanvati, Independent Director.

6. To consider commission on profits as remuneration to Mr. Udo Johannes Vetter, Independent Director.

7. To consider revision in remuneration to Mr. C.S.N. Murthy, Independent Director.

All the above resolutions were proposed as Ordinary resolutions only.

Thereafter, queries were invited from the shareholders. The queries posed by the shareholders were suitably responded by Mr. Srinivas Sadu, MD & CEO and Mr. Ravi Shekhar Mitra, CFO.

Thereafter, the Chairman announced for voting to be taken electronically (e-voting) and requested Ms. D. Soumya, the scrutinizer for the orderly conduct of the e-voting.

The Chairman authorized the Company Secretary to receive the scrutinizer’s report and to announce the combined e-voting results, intimate the stock exchanges and place the same on the website of the Company.

The Chairman thanked the shareholders for attending the 43[rd] AGM of the Company and declared the meeting as concluded at 12.35 P.M

The scrutinizer’s report was received and all the resolutions as set out in the Notice of the AGM were declared as approved with requisite majority.

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Company Secretary
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