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Shalby Limited — Capital/Financing Update 2021
May 17, 2021
61775_rns_2021-05-17_0bd2fce4-33ad-46df-910a-b3b6a83cc2b8.pdf
Capital/Financing Update
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The Listing Department National Stock Exchange of India Ltd Corporate Service Department BSE Limited
Scrip Code : SHALBY Scrip Code: 540797 Through : httos://www.connect2nse.com/LISTING/ Through : httu://Iistina.bseindia.com
Sub: Schedule of lnvestor Conference call to discuss acquisition announcement of implant assets from Consensus Orthopedics - pursuant to Regulation 30 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir / Madam,
Pursuant to Regulation 30 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to inform that lnvestor / Analyst Conference call is scheduled on Tuesday, May 18, 2021 at 4:30 p.m. IST to discuss acquisition announcement of implant assets from Consensus Orthopedics as per invitation enclosed herewith.
We are also attaching herewith lnvestor Presentation for the said acquisition.
We request to take the same on your records.
Thanking you,
halby Limited
Tushar Shah AVP &Company Secretary Mem. No. FCS-7216
Encl: Invitation for investor Conference Call and lnvestor Presentation

Investor Conference Call
Elara Securities (India) Private Limited is pleased to invite you to a Conference Call with
Shalby Limited
represented by
Dr. Vikram Shah, Chairman and Managing Director Mr. Prahlad Inani, Chief Financial Officer Dr. Nishita Shukla, Chief Operating Officer Mr. Babu Thomas, Chief Human Resources Officer Mr. Shanay Shah, President Mr. Murari Rajan, Principal Advisor to CMD
Subject: Conference call to discuss acquisition announcement of implant assets from Consensus Orthopedics
Date: Tuesday, 18 May, 2021
Time: 04.30 PM IST
12.00 Noon (UK) - 07.00 PM (Singapore, Hong Kong) 07.00 AM (East Coast, US) - 04.00 AM (West Coast, US)
Diamond Pass Login: click here for Registration
Dial in Numbers:
Universal & Mumbai +91 22 6280 1146 +91 22 7115 8047
Local Access Number +91 70456 71221
Toll Free Numbers US: 1 866 746 2133 UK: 0 808 101 1573 Singapore: 800 101 2045 Hong Kong: 800 964 448 Australia: 1800053698
RSVP Param Desai [email protected] l +91 22 6164 8528/+91 90044 94914
India Elara Securities (India) Pvt. Ltd. One International Center, Tower 3, 21st Floor, Senapati Bapat Marg, Elphinstone Road (West) Mumbai – 400 013, India Tel : +91 22 6164 8500
Europe Elara Capital Plc. 6th Floor, The Grove, 248A Marylebone Road, London, NW1 6JZ United Kingdom Tel : +44 20 7486 9733
USA Elara Securities Inc. 950 Third Avenue, Suite 1903, New York, NY 10022, USA Tel: +1 212 430 5870 Fax: +1 212 208 2501
Asia / Pacific Elara Capital (Asia) Pte.Ltd. 1 Raffles Place, #42-03 One Raffles Place Singapore 048616 Tel : +65 6692 0174
Dubai
Elara Capital (Middle East) 202 Currency House, DIFC, Dubai, UAE Tel: 00 971 43860981 Fax: 00 971 43860989

SHALBY LIMITED (BSE CODE: 540797 I SHALBY, NSE CODE: SHALBY)
A leader in Joint Replacement surgeries in India with an established chain of multi-specialty tertiary care hospitals.
AGENDA



Shalby acquires selected implant assets from Consensus Orthopedics for a cash consideration of USD 11.45 million
Transaction Overview
- ✓ Shalby has entered into a definitive agreement to acquire certain assets from Consensus Orthopedics ("Consensus"), a company headquartered in El Dorado Hills, Sacramento, California
- ✓ The assets were acquired by Shalby Advanced Technologies Inc, a wholly owned subsidiary of Mars Medical Devices which in turn is a wholly owned subsidiary of Shalby
- ✓ Shalby retained Zukin Partners (US) and Deloitte (India) as a transaction advisor and appointed Stradling Yocca Carlson & Rauth (US) as the legal advisor
- ✓ The transaction has been completed with no regulatory or other approvals required
Transaction Highlights
- ✓ Mr. Sushobhan Dasgupta appointed as Vice Chairman and Global President of Shalby Limited
- ✓ Mr. Daniel Hayes, former CEO and founder of Consensus, has been appointed as CEO of Shalby Advanced Technologies
- ✓ This corporate development is fully in line with Shalby's stated strategy to grow the orthopedic business
- ✓ Enables Shalby to procure quality implants at a competitive price for its own consumption
- ✓ Transaction is expected to be earnings accretive in FY2023

The acquired assets are primarily comprised of inventory and plant and equipment
- ✓ Product inventory includes knee systems, mobile bearing knee systems, hip systems and revision knee systems
- ✓ The manufacturing plant and equipment consists of:
- o Machining & finishing: 60,000 components
- o Inspection: 75,000-80,000 components
- o Cleaning, packaging & sterilization: 150,000 components
- ✓ The manufacturing site is USFDA certified and has ISO certification 13485:2016
- ✓ In addition, an experienced team of over 40 Consensus employees will be joining Shalby as part of this transaction


The assets have been acquired by Shalby Advanced Technologies Inc, a wholly owned subsidiary of Mars Medical Devices which in turn is a wholly owned subsidiary of Shalby


facility of USD 4.55 million to be used to meet working capital requirements and near term operating expenses
Shalby Proforma Capital Structure
| Rs. In million | March 31, 2021 |
Adjustments | Post Acquisition |
|---|---|---|---|
| Debt | 440 | 931 | 1,371 |
| Cash | (1,293) | 247 | (1,046) |
| Net Debt / (Cash) | (853) | 1,177 | 324 |
| Net Debt/Equity (x) | - | - | 0.04x |
BUSINESS LEADERSHIP

Shalby appointed Sushobhan Dasgupta as Vice Chairman and Global President of Shalby Limited and Daniel Hayes as the Chief Executive Officer of Shalby Advanced Technologies
- ✓ Sushobhan Dasgupta, former Vice President -Orthopedics, DePuy Synthes at Johnson & Johnson Medical Asia Pacific
- ✓ With over 30 years experience in the field of healthcare, he has worked in several developed & emerging markets across several businesses and disciplines in the medical technology, orthopedics and consumer health sectors
- ✓ Successful in developing and nurturing talent, have led multifunctional teams at both strategic and operational levels with critical responsibilities as a profit center head, as well as a Asia Pacific Regional business lead
- ✓ As Vice Chairman and Global President of Shalby Limited, he will be responsible for managing the hospital business and all the business heads will be directly reporting to him
-
✓ In addition, Mr. Dasgupta will be working closely with Daniel Hayes, to expand Shalby Implant business both in India and internationally
-
✓ Daniel Hayes, former CEO and founder of Consensus
- ✓ As the founder and CEO of several orthopedic companies, he has previously successfully led the acquisition and turnaround of three orthopedic implant companies
- ✓ As the CEO of Shalby Advanced Technologies, Daniel will start to implement his 100 day plan centered on reengaging with existing customers, developing a new sales pipeline and selectively investing in innovative technologies and patented products
- ✓ Given his previous role as the founder and CEO of Hayes Medical (now called Consensus Orthopedics), Mr. Hayes will prove instrumental in driving the strategy and financial performance of Shalby Advanced Technologies over the coming years

Management focused on implementing 100 day business plan
- ✓ Define vision, mission, operating norms and culture
- ✓ Establish governance mechanisms for SOP (implant and instruments forecasting) processes, sales and market reporting and data analytics
- ✓ Strengthen relationships with suppliers, distributors and doctor network
- ✓ Ramp up production to normalized capacity utilization level
- ✓ Optimize cost structure to be consistent with global benchmarks
- ✓ Initiate the process of attaining required regulatory approvals in India for captive consumption

The strategic and financial rationale for this acquisition is compelling
- ✓ Internationally experienced management team appointed to lead Shalby's implant business
- ✓ Enables Shalby to procure quality implants at a competitive price for its own consumption in India
- ✓ Build on the existing asset platform to enhance implant sales across the US and international markets
- ✓ Diversify Shalby's business and revenues mix. In FY2023 implant sales is expected to account for 15% of total revenues
- ✓ The transaction is expected to be earnings accretive in FY2023
International Management Team
Product Offering Complements Hospital Services
Post Transaction Net Debt/Equity of 0.04x
DISCLAIMER and CONTACT DETAILS

No representation or warranty, express or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of such information or opinions contained herein. The information contained in this presentation is only current as of its date. Certain statements made in this presentation may not be based on historical information or facts and may be "forward looking statements", including those relating to the Company's general business plans and strategy, its future financial condition and growth prospects, and future developments in its industry and its competitive and regulatory environment. Actual results may differ materially from these forward-looking statements due to a number of factors, including future changes or developments in the Company's business, its competitive environment and political, economic, legal and social conditions in India. This communication is for general information purpose only, without regard to specific objectives, financial situations and needs of any particular person. This presentation does not constitute an offer or invitation to purchase or subscribe for any shares in the Company and neither any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. The Company may alter, modify or otherwise change in any manner the content of this presentation, without obligation to notify any person of such revision or changes. This presentation can not be copied and/or disseminated in any manner.
For further information, please contact:
| Mahesh Purohit Manager – Corporate Strategy & Investor Relations |
Ravi Gothwal Churchgate Partners |
|---|---|
| +91 951 204 9871 | +91 22 6169 5988 |
| [email protected] | [email protected] |
SHALBY LIMITED I Regd Off: Opp. Karnavati Club, S.G. Road, Ahmedabad – 380015, Gujarat, India. Phone: 079 4020 3000 Fax: +91 79 4020 3109 |
Website: www.shalby.org | CIN: L85110GJ2004PLC044667